Trust Identification Number (IF APPLICABLE) Account ------------- Number (OPTIONAL) 777106 SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2): OPTION 1: [ ] This is the initial adoption...

COMPREHENSIVE NONSTANDARDIZED SAFE HARBOR 401(k) PROFIT SHARING PLAN
ADOPTION AGREEMENT
------------------------------------------------------------------------------

SECTION 1. EMPLOYER INFORMATION

Name of Employer Miami Computer Supply Corporation
----------------------------------------------

Address ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------------------

City Dayton State OH Zip 45429
------------------- ---------------- ----------

Telephone ▇▇▇-▇▇▇-▇▇▇▇ Employer's Federal Tax Identification
------------
Number ▇▇-▇▇▇▇▇▇▇
-----------
Type of Business (CHECK ONLY ONE) [ ] Sole Proprietorship
[ ] Partnership [X] C Corporation
[ ] S Corporation [ ] Other (SPECIFY)

[ X] Check here if Related Employers may participate in this
Plan and attach a Related Employer Participation
Agreement for each Related Employer who will participate
in this Plan.

Business Code 5112, 5734, 7377
--------------------------------

Name of Plan Miami Computer Supply Corporation 401k Profit Sharing
------------------------------------------------------
Plan
----

Name of Trust (IF DIFFERENT FROM PLAN NAME)
------------------------

Plan Sequence Number 002 (ENTER 001 IF THIS IS THE FIRST
----------
QUALIFIED PLAN THE EMPLOYER HAS EVER MAINTAINED, ENTER 002 IF IT
IS THE SECOND, ETC.)

Trust Identification Number (IF APPLICABLE) Account
-------------
Number (OPTIONAL) 777106

SECTION 2. EFFECTIVE DATES COMPLETE PARTS A AND B
PART A. General Effective Dates (CHECK AND COMPLETE OPTION 1 OR 2):
OPTION 1: [ ] This is the initial adoption of a
profit sharing plan by the Employer.
The Effective Date of this Plan is , 19
------ --
NOTE: THE EFFECTIVE DATE IS USUALLY THE FIRST
DAY OF THE PLAN YEAR IN WHICH THIS ADOPTION
AGREEMENT IS SIGNED.

OPTION 2: [X] This is an amendment and restatement of an
existing profit sharing plan (a Prior Plan).
The Prior Plan was initially effective on
01-01, 1987.
The Effective Date of this amendment and
restatement is 06-01, 1998.
NOTE: THE EFFECTIVE DATE IS USUALLY THE FIRST
DAY OF THE PLAN YEAR IN WHICH THIS ADOPTION
AGREEMENT IS SIGNED.

PART B. Specific Effective Dates:
The provisions of the Plan will generally be effective as of the Effective
Date specified in Section 2, Part A. However, the following provisions
will be effective on the dates indicated below (SPECIFY EFFECTIVE DATE ONLY
IF LATER THAN THE GENERAL EFFECTIVE DATE DESCRIBED IN SECTION 2, PART A):

PROVISION EFFECTIVE DATE

1. Commencement of Elective Deferrals*
-------------
2. Matching Contributions (Section 7)
-------------
3. Qualified Nonelective Contributions (Section 8)
-------------
4. Qualified Matching Contributions (Section 9)
-------------
5. In-Service Withdrawals (Section 15, Part A, Item 6)
-------------
6. Hardship Withdrawals of Elective Deferrals
(Section 15, Part A, Item 5)
-------------
7. Hardship Withdrawals (Section 15, Part A, Item 8)
-------------
8. Loans (Section 17, Item A)
-------------
9. Participant Direction of Investments (Section 18)
-------------

*NOTE: ELECTIVE DEFERRALS MAY COMMENCE NO EARLIER THAN THE DATE THIS
ADOPTION AGREEMENT IS SIGNED BECAUSE ELECTIVE DEFERRALS CANNOT BE MADE
RETROACTIVELY.

SECTION 3. RELEVANT TIME PERIODS COMPLETE PARTS A THROUGH D

PART A. Employer's Fiscal Year:
The Employer's fiscal year ends (SPECIFY MONTH AND DATE) 12-31
-----

PART B. Plan Year Means:
OPTION 1: [ ] The 12-consecutive month period which
coincides with the Employer's fiscal year.
OPTION 2: [X] The calendar year.
OPTION 3: [ ] Other (SPECIFY)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

If the initial Plan Year is less than 12 months (a short Plan
Year) specify such Plan Year's beginning and ending dates
-------
PART C. Limitation Year Means:
OPTION 1: [ ] The Plan Year.
OPTION 2: [X] The calendar year.
OPTION 3: [ ] Other (SPECIFY)
-----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Measuring Period For Vesting:
Years of Vesting Service shall be measured over the following
12-consecutive month period:
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The 12-consecutive month period commencing
with the Employee's Employment Commencement
Date and each successive 12-month period
commencing on the anniversaries of the
Employee's Employment Commencement Date.
OPTION 3: [ ] Other (SPECIFY)
-----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 4. ELIGIBILITY REQUIREMENTS COMPLETE PARTS A THROUGH G

PART A. Years of Eligibility Service Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant in the Plan (and thus be eligible to make
Elective Deferrals) after completing 1 (ENTER 0, 1
---
OR ANY FRACTION LESS THAN 1) Years of Eligibility
Service.

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
a Contributing Participant will be eligible to receive
Matching Contributions (or Qualified Matching
Contributions, if applicable) after completing 1
---
(ENTER 0, 1, 2 OR ANY FRACTION LESS THAN 2) Years of
Eligibility Service.

3. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in
the Plan for purposes of receiving an allocation of any
Employer Profit Sharing Contribution made pursuant to
Section 11 of the Adoption Agreement after completing
1 (ENTER 0, 1, 2 OR ANY FRACTION LESS THAN 2) Years
----
of Eligibility Service.

NOTE: IF MORE THAN 1 YEAR IS SELECTED FOR ITEM 2 OR ITEM 3, THE
IMMEDIATE 100% VESTING SCHEDULE OF SECTION 13 WILL AUTOMATICALLY
APPLY FOR CONTRIBUTIONS DESCRIBED IN SUCH ITEM. IF ANY ITEM IS
LEFT BLANK, THE YEARS OF ELIGIBILITY SERVICE REQUIRED FOR SUCH
ITEM WILL BE DEEMED TO BE 0. IF A FRACTION IS SELECTED, AN
EMPLOYEE WILL NOT BE REQUIRED TO COMPLETE ANY SPECIFIED NUMBER OF
HOURS OF SERVICE TO RECEIVE CREDIT FOR A FRACTIONAL YEAR. IF A
SINGLE ENTRY DATE IS SELECTED IN SECTION 4, PART G FOR AN ITEM,
THE YEARS OF ELIGIBILITY SERVICE REQUIRED FOR SUCH ITEM CANNOT
EXCEED 1 1/2 (1/2 FOR ELECTIVE DEFERRALS).

PART B. Age Requirement:
1. Elective Deferrals.
An Employee will be eligible to become a Contributing
Participant (and thus be eligible to make Elective
Deferrals) after attaining age 21 (NO MORE THAN 21).
--

NOTE: IF ANY OF THE ABOVE ITEMS IN THIS SECTION 4, PART B IS LEFT BLANK,
IT WILL BE DEEMED THERE IS NO AGE REQUIREMENT FOR SUCH ITEM. IF A SINGLE
ENTRY DATE IS SELECTED IN SECTION 4, PART G FOR AN ITEM, NO AGE REQUIREMENT
CAN EXCEED 20 1/2 FOR SUCH ITEM.

PART C. Employees Employed As of Effective Date:
1. Elective Deferrals.
Will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Elective Deferrals be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions, if applicable) will be made to the Plan,
will all Employees employed as of the date that Elective
Deferrals may commence as specified in Section 2, Part B
who have not otherwise met the Years of Eligibility
Service and age requirements specified above for
Matching Contributions be considered to have met those
requirements as of the Elective Deferral commencement
date? [ ] Yes [X] No

3. Employer Profit Sharing Contributions.
Will all Employees employed as of the Effective Date of
this Plan who have not otherwise met the Years of
Eligibility Service and age requirements specified above
for Employer Profit Sharing Contributions be considered
to have met those requirements as of the Effective Date?
[ ] Yes [X] No

NOTE: IF A BOX IS NOT CHECKED FOR ANY ITEM IN THIS SECTION 4, PART C, "NO"
WILL BE DEEMED TO BE SELECTED FOR THAT ITEM.

PART D. Exclusion of Certain Classes of Employees:
1. Elective Deferrals.
All Employees will be eligible to become Contributing
Participants (and thus eligible to make Elective
Deferrals) except:
a. [X] Those 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 and if
two percent or less of the Employees who are
covered pursuant to that agreement are
professionals as defined in
Section 1.410(b)-9 of the regulations.
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. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B)
of the Code) and who received no earned
income (within the meaning of Section
911(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).
c. [ ] Those Employees of a Related Employer that
have not executed a Related Employer
Participation Agreement.
d. [ ] Other (DEFINE)
-----------------------------
-------------------------------------------

2. Matching Contributions.
All Contributing Participants will be eligible to
receive Matching Contributions (or Qualified Matching
Contributions) if applicable, except:
a. [X] Those 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 and if two percent
or less of the Employees who are covered
pursuant to that agreement are
professionals as defined in Section
1.410(b)-9 of the regulations. 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. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B)
of the Code) and who received no earned
income (within the meaning of Section
911(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).
c. [ ] Those Employees of a Related Employer that
has not executed a Related Employer
Participation Agreement.
d. [ ] Other DEFINE)
------------------------------
-------------------------------------------
3. Employer Profit Sharing Contributions.
All Employees will be eligible to become a Participant
in the Plan for purposes of receiving an allocation of
any Employer Profit Sharing Contribution made pursuant
to Section 11 of the Adoption Agreement except:
a. [X] Those 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 and if two percent or less of the
Employees who are covered pursuant to that
agreement are professionals as defined in Section
1.410(b)-9 of the regulations. 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. [ ] Those Employees who are non-resident aliens
(within the meaning of Section 7701(b)(1)(B) of
the Code) and who received no earned income
(within the meaning of Section 911(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).
c. [ ] Those Employees of a Related Employer that has
not executed a Related Employer Participation
Agreement.
d. [ ] Other(DEFINE)
-----------------------------------
------------------------------------------------

PART E. Election Not To Participate:
May an Employee or a Participant elect not to participate in this
Plan pursuant to Section 2.08 of the Plan?
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART F. Hours Required For Eligibility Purposes:
1. 1000 Hours of Service (NO MORE THAN 1,000) shall be
----
required to constitute a Year of Eligibility Service.
2. 500 Hours of Service (NO MORE THAN 500 BUT LESS THAN
---
THE NUMBER SPECIFIED IN SECTION 4, PART F, ITEM 1,
ABOVE) must be exceeded to avoid a Break in Eligibility
Service.
3. For purposes of determining Years of Eligibility
Service, Employees shall be given credit for Hours of
Service with the following predecessor employer(s)
(COMPLETE IF APPLICABLE) Force 4 D.P. Supplies, Inc.,
-----------------------------
Imperial Data Supply, TBS Printware Corporation,
-------------------------------------------------------
BRITCO, Inc., NTI.
-------------------

PART G. Entry Dates:
1. Elective Deferrals.
The Entry Dates for purposes of making Elective Deferrals shall
be (CHOOSE ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
----------------------------
2. Matching Contributions.
If Matching Contributions (or Qualified Matching
Contributions) will be made to the Plan, the Entry Dates
for purposes of Matching Contributions (or Qualified
Matching Contributions, if applicable) shall be (CHOOSE
ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
------------------------

3. Employer Profit Sharing Contributions.
The Entry Dates for purposes of Employer Profit Sharing
Contributions shall be (CHOOSE ONE):
OPTION 1: [ ] The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
OPTION 2: [X] The first day of the Plan Year and the first
day of the fourth, seventh and tenth months
of the Plan Year.
OPTION 3: [ ] The first day of the Plan Year.
OPTION 4: [ ] Other (SPECIFY)
----------------------------

NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1 WILL BE
DEEMED TO BE SELECTED FOR THAT ITEM. OPTION 3 OR OPTION 4 CAN BE
SELECTED FOR AN ITEM ONLY IF THE ELIGIBILITY REQUIREMENTS AND
ENTRY DATES ARE COORDINATED SUCH THAT EACH EMPLOYEE WILL BECOME A
PARTICIPANT IN THE PLAN NO LATER THAN THE EARLIER OF: (1) THE
FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE EMPLOYEE
SATISFIES THE AGE AND SERVICE REQUIREMENTS OF SECTION 410(a) OF
THE CODE; OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE SATISFIES
SUCH REQUIREMENTS.

SECTION 5. METHOD OF DETERMINING SERVICE COMPLETE PART A OR B

PART A. Hours of Service Equivalencies:
Service will be determined on the basis of the method selected
below. Only one method may be selected. The method selected
will be applied to all Employees covered under the Plan. (CHOOSE
ONE):
OPTION 1. [X] On the basis of actual hours for which an
Employee is paid or entitled to payment.
OPTION 2. [ ] On the basis of days worked. An Employee
will be credited with 10 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the day.
OPTION 3. [ ] On the basis of weeks worked. An Employee
will be credited with 45 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the week.
OPTION 4. [ ] On the basis of months worked. An Employee
will be credited with 190 Hours of Service if
under Section 1.24 of the Plan such Employee
would be credited with at least 1 Hour of
Service during the month.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. THIS SECTION 5, PART A WILL NOT APPLY IF THE ELAPSED
TIME METHOD OF SECTION 5, PART B IS SELECTED.

PART B. Elapsed Time Method:
In lieu of tracking Hours of Service of Employees, will the
elapsed time method described in Section 2.07 of the Plan be
used? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [ ] Yes.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 6. ELECTIVE DEFERRALS

PART A. Authorization of Elective Deferrals:
Will Elective Deferrals be permitted under this Plan (CHOOSE
ONE)?
OPTION 1. [X] Yes.
OPTION 2. [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 6 ONLY IF OPTION 1
IS SELECTED.

PART B. Limits on Elective Deferrals:
If Elective Deferrals are permitted under the Plan, a
Contributing Participant may elect under a salary reduction
agreement to have his or her Compensation reduced by an amount as
described below (CHOOSE ONE):
OPTION 1. [X] An amount equal to a percentage of the
Contributing Participant's Compensation from
1% to 20% in increments of 1%.
-- ---- ----
OPTION 2. [ ] An amount of the Contributing Participant's
Compensation not less than $ and not
--------
more than $.
--------------
The amount of such reduction shall be contributed to the Plan by
the Employer on behalf of the Contributing Participant. For any
taxable year, a Contributing Participant's Elective Deferrals
shall not exceed the limit contained in Section 402(g) of the
Code in effect at the beginning of such taxable year.

PART C. Elective Deferrals Based on Bonuses:
Instead of or in addition to making Elective Deferrals through
payroll deduction, may a Contributing Participant elect to
contribute to the Plan, as an Elective Deferral, part or all of a
bonus rather than receive such bonus in cash (CHOOSE ONE)?
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART D. Ceasing Elective Deferrals:
A Contributing Participant may prospectively revoke a salary
reduction agreement to cease Elective Deferrals (CHOOSE ONE):
OPTION 1: [X] As of the first day of any payroll period.
OPTION 2: [ ] As of the first day of any month.
OPTION 3: [ ] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and
nondiscriminatory manner.
OPTION 6: [ ] Other (SPECIFY. MUST BE AT LEAST ONCE PER
YEAR)
--------------------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART E. Return As A Contributing Participant After Ceasing Elective
Deferrals:
A Participant who ceases Elective Deferrals by revoking
a salary reduction agreement may return as a
Contributing Participant (CHOOSE ONE):
OPTION 1: [ ] No sooner than as of the first day of
the next Plan Year.
OPTION 2: [X] As of any subsequent Entry Date.
OPTION 3: [ ] As of the first day of any subsequent
quarter.
OPTION 4: [ ] As of such times established by the
Plan Administrator in a uniform and
nondiscriminatory manner.
OPTION 5: [ ] Other (SPECIFY. MUST BE AT LEAST ONCE
PER YEAR)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

PART F. Changing Elective Deferral Amounts:
A Contributing Participant may modify a salary reduction
agreement to prospectively increase or decrease the amount of his
or her Elective Deferrals (CHOOSE ONE):
OPTION 1: [X] As of the first day of any payroll period.
OPTION 2: [ ] As of the first day of any month.
OPTION 3: [ ] As of the first day of any quarter.
OPTION 4: [ ] As of any Entry Date.
OPTION 5: [ ] As of such times established by the Plan
Administrator in a uniform and
nondiscriminatory manner.
OPTION 6: [ ] Other (SPECIFY)
----------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART G. Claiming Excess Elective Deferrals:
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing to
the Plan Administrator by (CHOOSE ONE):
OPTION 1: [X] March 1.
OPTION 2: [ ] Other (SPECIFY A DATE NOT LATER THAN APRIL
15)
----------------------------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART H. One-Time Irrevocable Elections:
May an Employee make a one-time irrevocable election, as
described in Section 11.205 of the Plan, upon first becoming
eligible to participate in the Plan to have the Employer make
contributions to the Plan on such Employee's behalf? (CHOOSE ONE)
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

SECTION 7. MATCHING CONTRIBUTIONS
PART A. Authorization of Matching Contributions:
Will the Employer make Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants? (CHOOSE ONE)
OPTION 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.
OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.
OPTION 3: [ ] Yes, with respect to both Elective Deferrals
and Nondeductible Employee Contributions.
OPTION 4: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 4 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 7 ONLY IF OPTION 1,
2 OR 3 IS SELECTED.

PART B. Matching Contribution Formula:
If the Employer will make Matching Contributions, then the amount
of such Matching Contributions made on behalf of a Qualifying
Contributing Participant each Plan Year shall be (CHOOSE ONE):
OPTION 1: [ ] An amount equal to % of such Contributing
----
Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if
applicable).
OPTION 2: [ ] An amount equal to the sum of % of the
-----
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
does not exceed % of the Contributing
----
Participant's Compensation plus % of the
----
portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which
exceeds % of the Contributing
-----
Participant's Compensation.
OPTION 3: [X] Such amount, if any, equal to that percentage
of each Contributing Participant's Elective
Deferral (and/or Nondeductible Employee
Contribution, if applicable) which the
Employer, in its sole discretion, determines
from year to year.
OPTION 4: [ ] Other Formula. (SPECIFY)
-----------------
NOTE: IF OPTION 4 IS SELECTED, THE FORMULA SPECIFIED CAN ONLY
ALLOW MATCHING CONTRIBUTIONS TO BE MADE WITH RESPECT TO A
CONTRIBUTING PARTICIPANT'S ELECTIVE DEFERRALS (AND/OR
NONDEDUCTIBLE EMPLOYEE CONTRIBUTION, IF APPLICABLE).

PART C. Limit on Matching Contributions:
Notwithstanding the Matching Contribution formula specified
above, no Matching Contribution will be made with respect to a
Contributing Participant's Elective Deferrals (and/or
Nondeductible Employee Contributions, if applicable) in excess of
or % of such Contributing Participant's
---- ----
Compensation.

PART D. Qualifying Contributing Participants:
A Contributing Participant who satisfies the eligibility
requirements described in Section 4 will be a Qualifying
Contributing Participant and thus entitled to share in Matching
Contributions for any Plan Year only if the Participant is a
Contributing Participant and satisfies the following additional
conditions (CHECK ONE OR MORE OPTIONS):

OPTION 1: [ ] No Additional Conditions.

OPTION 2: [X] Hours of Service Requirement. The
Contributing Participant completes at least
1000 Hours of Service during the Plan Year.
----
However, this condition will be waived for
the following reasons (CHECK AT LEAST ONE):
[ ] The Contributing Participant's Death.
[ ] The Contributing Participant's Termination of
Employment after having incurred a
Disability.
[ ] The Contributing Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.

OPTION 3: [X] Last Day Requirement. The Participant is an
Employee of the Employer on the last day of
the Plan Year. However, this condition will
be waived for the following reasons (CHECK AT
LEAST ONE):
[ ] The Contributing Participant's Death.
[ ] The Contributing Participant's Termination of
Employment after having incurred a
Disability.
[ ] The Contributing Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
PART A. Authorization of Qualified Nonelective Contributions:
Will the Employer make Qualified Nonelective Contributions to the
Plan? (CHOOSE ONE)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.

If the Employer elects to make Qualified Nonelective
Contributions, then the amount, if any, of such contribution to
the Plan for each Plan Year shall be an amount determined by the
Employer.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 8 ONLY IF OPTION 1
IS SELECTED.

PART B. Participants Entitled to Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions shall be made
to the Individual Accounts of (CHOOSE ONE):
OPTION 1: [X] Only Participants who are not Highly
Compensated Employees.
OPTION 2: [ ] All Participants.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Allocation of Qualified Nonelective Contributions:
Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (CHOOSE ONE):
OPTION 1: [X] In the ratio which each Participant's
Compensation for the Plan Year bears
to the total Compensation of all
Participants for such Plan Year.
OPTION 2: [ ] In the ratio which each Participant's
Compensation not in excess of
-------
for the Plan Year bears to the total
Compensation of all Participants not
in excess of for such Plan
--------
Year.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS

PART A. Authorization of Qualified Matching Contributions:
Will the Employer make Qualified Matching Contributions to the
Plan on behalf of Qualifying Contributing Participants? (CHOOSE
ONE)
OPTION 1: [X] Yes, but only with respect to a
Contributing Participant's Elective
Deferrals.
OPTION 2: [ ] Yes, but only with respect to a
Participant's Nondeductible Employee
Contributions.
OPTION 3: [ ] Yes, with respect to both Elective
Deferrals and Nondeductible Employee
Contributions.
OPTION 4: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 9 ONLY IF OPTION 1,
2 OR 3 IS SELECTED.

PART B. Qualified Matching Contribution Formula:
If the Employer will make Qualified Matching Contributions, then
the amount of such Qualified Matching Contributions made on
behalf of a Qualifying Contributing Participant each Plan Year
shall be (CHOOSE ONE):
OPTION 1: [ ] An amount equal to % of such
----
Contributing Participant's Elective
Deferral (and/or Nondeductible
Employee Contribution, if applicable).
OPTION 2: [ ] An amount equal to the sum of % of
----
the portion of such Contributing
Participant's Elective Deferral
(and/or Nondeductible Employee
Contribution, if applicable) which
does not exceed % of the
----
Contributing Participant's
Compensation plus % of the portion
----
of such Contributing Participant's
Elective Deferral (and/or
Nondeductible Employee Contribution,
if applicable) which exceeds % of the
--
Contributing Participant's
Compensation.

OPTION 3: [X] Such amount, if any, as determined by the
Employer in its sole discretion, equal to
that percentage of the Elective Deferrals
(and/or Nondeductible Employee Contribution,
if applicable) of each Contributing
Participant entitled thereto which would be
sufficient to cause the Plan to satisfy the
Actual Contribution Percentage tests
(described in Section 11.402 of the Plan) for
the Plan Year.
OPTION 4: [ ] Other Formula. (SPECIFY)
------------------
NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE
SELECTED.

PART C. Participants Entitled to Qualified Matching Contributions:
Qualified Matching Contributions, if made to the Plan, will be
made on behalf of? (CHOOSE ONE)
OPTION 1: [X] Only Contributing Participants who make
Elective Deferrals who are not Highly
Compensated Employees.
OPTION 2: [ ] All Contributing Participants who make
Elective Deferrals.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Limit on Qualified Matching Contributions:
Notwithstanding the Qualified Matching Contribution formula
specified above, the Employer will not match a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable) in excess of $ or % of
------- ----
such Contributing Participant's Compensation.

SECTION 10. ADP AND ACP TESTING OPTIONS

PART A. ACP Test and Elective Deferrals:
Will Elective Deferrals under this Plan (and any other plan of
the Employer, as provided by regulations) be taken into account,
and included as Contribution Percentage Amounts for purposes of
performing the Average Contribution Percentage (ACP) test?
(CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Elective Deferrals that
are needed to meet the Average
Contribution Percentage test.
SUBOPTION (b): [ ] All Elective Deferrals.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. ACP Test and Qualified Nonelective Contributions
Will Qualified Nonelective Contributions under this Plan (and any
other plan of the Employer, as provided by regulations) be taken
into account, and included as Contribution Percentage Amounts for
purposes of performing the Average Contribution Percentage (ACP)
test? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Qualified
Nonelective Contributions that
are needed to meet the Average
Contribution Percentage test.
SUBOPTION (b): [ ] All Qualified Nonelective
Contributions.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. ADP Test and Qualified Matching Contributions
Will Qualified Matching Contributions under this Plan (or any
other plan of the Employer, as provided by regulations) be taken
into account as Elective Deferrals for purposes of calculating
Actual Deferral Percentages when performing the Actual Deferral
Percentage (ADP) test? (CHOOSE ONE)
OPTION 1: [ ] No.
OPTION 2: [X] Yes, in the following amounts (CHOOSE ONE):
SUBOPTION (a): [X] Only such Qualified Matching
Contribution that are needed to
meet the ADP test.
SUBOPTION (b): [ ] All such Qualified Matching
Contributions.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Correction of Aggregate Limit:
If the Aggregate Limit described in Section 11.102 of the Plan is
exceeded, the following adjustments will be made in accordance
with Section 11.402(B)(1) of the Plan (CHOOSE ONE):
OPTION 1: [X] The ACP of Highly Compensated Employees will
be reduced.
OPTION 2: [ ] The ADP of Highly Compensated Employees will
be reduced.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS COMPLETE PARTS A, B AND C

PART A. Contribution Formula (CHOOSE ONE):
OPTION 1: [X] Discretionary Formula. For each Plan Year
the Employer will contribute an amount to be
determined from year to year.
OPTION 2: [ ] Fixed Formula. ________ % of the
Compensation of all Qualifying Participants
under the Plan for the Plan Year.
OPTION 3: [ ] Fixed Percent of Profits Formula. ________%
of the Employer's profits that are in excess
of $___________.
OPTION 4: [ ] Frozen Plan. This Plan is frozen effective
___________ and the Employer will not make
additional contributions to the Plan after
such date.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Allocation Formula (CHOOSE ONE):
OPTION 1: [ ] Pro Rata Formula. Employer Profit Sharing
Contributions shall be allocated to the
Individual Accounts of Qualifying
Participants in the ratio that each
Qualifying Participant's Compensation for the
Plan Year bears to the total Compensation of
all Qualifying Participants for the Plan
Year.
OPTION 2: [ ] Flat Dollar Formula. Employer Profit Sharing
Contributions allocated to the Individual
Accounts of Qualifying Participants for each
Plan Year shall be the same dollar amount for
each Qualifying Participant.
OPTION 3: [X] Integrated Formula. Employer Profit Sharing
Contributions shall be allocated as follows
(START WITH STEP 3 IF THIS PLAN IS NOT A
TOP-HEAVY PLAN):
Step 1. Employer Profit Sharing
Contributions shall first be
allocated pro rata to Qualifying
Participants in the manner
described in Section 11, Part B,
Option 1. The percent so allocated
shall not exceed 3% of each
Qualifying Participant's
Compensation.
Step 2. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 1 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that each Qualifying
Participant's Compensation for the
Plan Year in excess of the
integration level bears to all
Qualifying Participants'
Compensation in excess of the
integration level, but not in
excess of 3%.
Step 3. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 2 shall be
allocated to each Qualifying
Participant's Individual Account in
the ratio that the sum of each
Qualifying Participant's total
Compensation and Compensation in
excess of the integration level
bears to the sum of all Qualifying
Participants' total Compensation
and Compensation in excess of the
integration level, but not in
excess of the profit sharing
maximum disparity rate as described
in Section 3.01(B)(3) of the Plan.
Step 4. Any Employer Profit Sharing
Contributions remaining after the
allocation in Step 3 shall be
allocated pro rata to Qualifying
Participants in the manner
described in Section 11, Part B,
Option 1.
The integration level shall be (CHOOSE ONE):
SUBOPTION (a): [X] The Taxable Wage Base.
SUBOPTION (b): [ ] $________ (A DOLLAR
AMOUNT LESS THAN THE
TAXABLE WAGE BASE).
SUBOPTION (c): [ ] ______% (NOT MORE THAN
100%) of the Taxable Wage
Base.
NOTE: IF NO OPTION IS SELECTED, SUBOPTION
(A) WILL BE DEEMED TO BE SELECTED.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Qualifying Participants:
A Participant will be a Qualifying Participant and thus entitled
to share in the Employer Profit Sharing Contribution for any Plan
Year only if the Participant is a Participant on at least one day
of such Plan Year and satisfies the following additional
conditions (CHECK ONE OR MORE OPTIONS):
OPTION 1: [ ] No Additional Conditions.
OPTION 2: [X] Hours of Service Requirement. The
Participant completes at least 1000 Hours of
Service during the Plan Year. However, this
condition will be waived for the following
reasons (CHECK AT LEAST ONE):
[ ] The Participant's Death.
[ ] The Participant's Termination of
Employment after having incurred a Disability.
[ ] The Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
OPTION 3: [X] Last Day Requirement. The Participant is an
Employee of the Employer on the last day of
the Plan Year. However, this condition will
be waived for the following reasons (CHECK AT
LEAST ONE):
[ ] The Participant's Death.
[ ] The Participant's Termination of
Employment after having incurred a Disability.
[ ] The Participant's Termination of
Employment after having reached Normal
Retirement Age.
[X] This condition will not be waived.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 12. COMPENSATION COMPLETE PARTS A THROUGH E

PART A. Basic Definition:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation will
mean all of each Participant's (CHOOSE ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
will mean all of each Participant's (CHOOSE ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation will mean all of each Participant's (CHOOSE
ONE):
OPTION 1: [X] W-2 wages.
OPTION 2: [ ] Section 3401(a) wages.
OPTION 3: [ ] 415 safe-harbor compensation.
NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1
WILL BE DEEMED TO BE SELECTED FOR THAT ITEM.

PART B. Measuring Period for Compensation:
1. Elective Deferrals.
For purposes of Elective Deferrals, Compensation shall
be determined over the following applicable period
(CHOOSE ONE):
OPTION 1: [X] the Plan Year.
OPTION 2: [ ] the calendar year ending with or
within the Plan Year.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
shall be determined over the following applicable period
(CHOOSE ONE):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or
within the Plan Year.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation shall be determined over the following
applicable period (CHOOSE ONE):
OPTION 1: [X] The Plan Year.
OPTION 2: [ ] The calendar year ending with or
within the Plan Year.
NOTE: IF NO OPTION IS SELECTED FOR AN ITEM, OPTION 1 WILL BE
DEEMED TO BE SELECTED FOR THAT ITEM.

PART C. Inclusion of Elective Deferrals:
1. Elective Deferrals.
For purposes of Elective Deferrals, does Compensation
include Employer Contributions made pursuant to a salary
reduction agreement which are not includible in the
gross income of the Employee under any of the following
Sections of the Code? (ANSWER "INCLUDED" OR "EXCLUDED"
FOR EACH OF THE FOLLOWING ITEMS.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded
Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded
Section 402(h)(1)(B) (salary deferral SEP plans) [X] Included [ ] Excluded
Section 403(b) (tax-sheltered annuity plans) [X] Included [ ] Excluded
NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "INCLUDED" WILL BE DEEMED TO BE
SELECTED FOR THAT ITEM.

2. Matching Contributions.
For purposes of Matching Contributions, does
Compensation include Employer Contributions made
pursuant to a salary reduction agreement which are not
includible in the gross income of the Employee under any
of the following Sections of the Code? (ANSWER
"INCLUDED" OR "EXCLUDED" FOR EACH OF THE FOLLOWING
ITEMS.)

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
does Compensation include Employer Contributions made
pursuant to a salary reduction agreement which are not
includible in the gross income of the Employee under any
of the following Sections of the Code? (ANSWER
"INCLUDED" OR "EXCLUDED" FOR EACH OF THE FOLLOWING
ITEMS.)

PART D. Pre-Entry Date Compensation:
1. ADP and ACP Testing Purposes.
For the Plan Year in which an Employee enters the Plan,
the Employee's Compensation which shall be taken into
account for purposes of Actual Deferral Percentage (ADP)
and Actual Contribution Percentage (ACP) testing shall
be (CHOOSE ONE):
OPTION 1: [X] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [ ] The Employee's Compensation for the
whole of such Plan Year.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

2. Other Purposes.
For the Plan Year in which an Employee enters the Plan,
the Employee's Compensation which shall be taken into
account for purposes of the Plan (other than ADP or ACP
testing) shall be (CHOOSE ONE):
OPTION 1: [X] The Employee's Compensation only from
the time the Employee became a
Participant in the Plan.
OPTION 2: [ ] The Employee's Compensation for the
whole of such Plan Year.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED
TO BE SELECTED.

PART E. Exclusions From Compensation:

1. Elective Deferrals
For purposes of Elective Deferrals, Compensation shall
not include the following (CHECK ANY THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)_____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

2. Matching Contributions.
For purposes of Matching Contributions, Compensation
shall not include the following (CHECK ANY THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)_____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

3. Employer Profit Sharing Contributions.
For purposes of Employer Profit Sharing Contributions,
Compensation shall not include the following (CHECK ANY
THAT APPLY):
[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)____________________
NOTE: NO EXCLUSIONS FROM COMPENSATION ARE PERMITTED IF
THE INTEGRATED ALLOCATION FORMULA IN SECTION 11,
PART B IS SELECTED.

SECTION 13. VESTING AND FORFEITURES COMPLETE PARTS A THROUGH H

PART A. Vesting Schedule For Employer Profit Sharing Contributions. A
Participant shall become Vested in his or her Individual Account
derived from Profit Sharing Contributions made pursuant to
Section 11 of the Adoption Agreement as follows (CHOOSE ONE):

----------------------------------------------------------------------------------------------------------------------
YERAS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [ ] (complete of Chosen)
----------------------------------------------------------------------------------------------------------------------

1 0% 0% 100% 0% 33.33%
----------
2 0% 20% 100% 0% 66.67%
----------
3 0% 40% 100% 20% 100%(not less than 20%)
4 0% 60% 100% 40% 100%(not less than 40%)
5 100% 80% 100% 60% 100%(not less than 60%)
6 100% 100% 100% 80% 100%(not less than 80%)
7 100% 100% 100% 100% 100%(not less than 100%)

NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE SELECTED.

PART B. Vesting Schedule For Matching Contributions. A Participant shall
become Vested in his or her Individual Account derived from
Matching Contributions made pursuant to Section 7 of the Adoption
Agreement as follows (CHOOSE ONE):

1 0% 0% 100% 0% 33.33%
-----------
2 0% 20% 100% 0% 66.67%
-----------
3 0% 40% 100% 20% 100%(not less than 20%)
4 0% 60% 100% 40% 100%(not less than 40%)
5 100% 80% 100% 60% 100%(not less than 60%)
6 100% 100% 100% 80% 100%(not less than 80%)
7 100% 100% 100% 100% 100%(not less than 100%)

NOTE: IF NO OPTION IS SELECTED, OPTION 3 WILL BE DEEMED TO BE SELECTED.

PART C. Hours Required For Vesting Purposes:
1. 1000 Hours of Service (NO MORE THAN 1,000) shall
-------
be required to constitute a Year of Vesting Service.
2. 500 Hours of Service (NO MORE THAN 500 BUT LESS THAN
-------
THE NUMBER SPECIFIED IN SECTION 13, PART C, ITEM
1, ABOVE) must be exceeded to avoid a Break in
Vesting Service.
3. For purposes of determining Years of Vesting Service,
Employees shall be given credit for Hours of Service
with the following predecessor employer(s) (Complete if
applicable)_____________________________________________

________________________________________________________

PART D. Exclusion of Certain Years of Vesting Service:
All of an Employee's Years of Vesting Service with the Employer
are counted to determine the vesting percentage in the
Participant's Individual Account except (CHECK ANY THAT APPLY):
[ ] Years of Vesting Service before the Employee reaches age 18.
[ ] Years of Vesting Service before the Employer maintained this
Plan or a predecessor plan.

PART E. Fully Vested Under Certain Circumstances:
Will a Participant be fully Vested under the following
circumstances? (ANSWER "YES" OR "NO" TO EACH OF THE FOLLOWING
ITEMS BY CHECKING THE APPROPRIATE BOX)
1. The Participant dies. [X] Yes [ ] No
2. The Participant incurs a Disability. [X] Yes [ ] No
3. The Participant satisfies the conditions for Early Retirement
Age (IF APPLICABLE). [X] Yes [ ] No
NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "YES" WILL BE DEEMED TO BE
SELECTED FOR THAT ITEM.

PART F. Allocation of Forfeitures of Employer Profit Sharing
Contributions:
Forfeitures of Employer Profit Sharing Contributions shall be
(CHOOSE ONE):
OPTION 1: [ ] Allocated to the Individual Accounts of the
Participants specified below in the manner as
described in Section 11, Part B (for Employer
Profit Sharing Contributions)

The Participants entitled to receive
allocations of such Forfeitures shall be
(CHOOSE ONE):
SUBOPTION (a): [ ] Only Qualifying
Participants.
SUBOPTION (b): [ ] All Participants.

OPTION 2: [X] Applied to reduce Employer Profit Sharing
Contributions (CHOOSE ONE):
SUBOPTION (a): [X] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Employer Profit Sharing
Contributions (CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year
for which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the
Plan Year for which
the Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 AND SUBOPTION (a) WILL BE DEEMED
TO BE SELECTED.

PART G. Allocation of Forfeitures of Matching Contributions:
Forfeitures of Matching Contributions shall be (CHOOSE ONE):
OPTION 1: [ ] Allocated, after all other Forfeitures
under the Plan, to each Participant's
Individual Account in the ratio which
each Participant's Compensation for
the Plan Year bears to the total
Compensation of all Participants for
such Plan Year.

The Participants entitled to receive allocations of such
Forfeitures shall be (CHOOSE ONE):

SUBOPTION (a): [ ] Only Qualifying Contributing Participants.
SUBOPTION (b): [ ] Only Qualifying Participants.
SUBOPTION (c): [ ] All Participants.

OPTION 2: [X] Applied to reduce Matching Contributions (CHOOSE
ONE):
SUBOPTION (a): [X] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (b): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year for which
the Forfeiture arises.
SUBOPTION (b): [ ] For any Plan Year subsequent
to the Plan Year for which
the Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 AND SUBOPTION (a) WILL
BE DEEMED TO BE SELECTED.

PART H. Allocation of Forfeitures of Excess Aggregate Contributions:
Forfeitures of Excess Aggregate Contributions shall be (CHOOSE
ONE):
OPTION 1: [ ] Allocated, after all other Forfeitures
under the Plan, to each Contributing
Participant's Matching Contribution
account in the ratio which each
Contributing Participant's
Compensation for the Plan Year bears
to the total Compensation of all
Contributing Participants for such
Plan Year. Such Forfeitures will not
be allocated to the account of any
Highly Compensated Employee.

OPTION 2: [X] Applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [X] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

OPTION 3: [ ] Applied first to the payment of the Plan's
administrative expenses and any excess
applied to reduce Matching Contributions
(CHOOSE ONE):
SUBOPTION (a): [ ] For the Plan Year for
which the Forfeiture
arises.
SUBOPTION (b): [ ] For any Plan Year
subsequent to the Plan
Year for which the
Forfeiture arises.

NOTE: IF NO OPTION IS SELECTED, OPTION 2 AND SUBOPTION (a) WILL
BE DEEMED TO BE SELECTED.

SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE

PART A. The Normal Retirement Age under the Plan shall be (CHECK AND
COMPLETE ONE OPTION):
OPTION 1: [X] Age 65.
OPTION 2: [ ] Age ________ (NOT TO EXCEED 65).
OPTION 3: [ ] The later of age ________ (NOT TO EXCEED 65)
or the ________ (NOT TO EXCEED 5TH)
anniversary of the first day of the first
Plan Year in which the Participant commenced
participation in the Plan.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Early Retirement Age (CHOOSE ONE OPTION):
OPTION 1: [ ] An Early Retirement Age is not applicable
under the Plan.
OPTION 2: [ ] Age ____ (NOT LESS THAN 55 NOR MORE THAN 65).
OPTION 3: [X] A Participant satisfies the Plan's Early
Retirement Age conditions by attaining age
55 (NOT LESS THAN 55) and completing 5
Years of Vesting Service.

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 15. DISTRIBUTIONS (COMPLETE PARTS A AND B)

PART A. Distributable Events. Answer each of the following items.
1. Termination of Employment Before Normal Retirement Age. May
a Participant who has not reached Normal Retirement Age
request a distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions upon Termination of
Employment?
Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

2. Disability. May a Participant who has incurred a Disability
request a distribution from the Plan of that portion of the
Participant's Individual Account attributable to the following
types of contributions?
Elective Deferrals [ ] Yes [X] No
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

3. Attainment of Normal Retirement Age. May a Participant
who has attained Normal Retirement Age but has not
incurred a Termination of Employment request a
distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions?
Elective Deferrals [X] Yes [ ] No
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

4. Attainment of Age 59 1/2. Will Participants who have
attained age 59 1/2 be permitted to withdraw Elective
Deferrals while still employed by the Employer? [ ] Yes [X] No

5. Hardship Withdrawals of Elective Deferrals: Will Participants
be permitted to withdraw Elective Deferrals on account of
hardship pursuant to Section 11.503 of the Plan?
[X] Yes [ ] No

6. In-Service Withdrawals. Will Participants be permitted to
request a distribution of that portion of the Participant's
Individual Account attributable to the following types of
contributions during service pursuant to Section 6.01(A)(3)
of the Plan?
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

7. One-Time In-Service Withdrawal Option. Will the one-time
in-service withdrawal provisions described in
Section 6.01(A)(5) of the Plan apply to the following types
of contributions?
Matching Contributions (if made) [ ] Yes [X] No
Employer Profit Sharing Contributions [ ] Yes [X] No

If the answer is "Yes," specify percentage that a Participant
may withdraw: _____%

8. Hardship Withdrawals. Will Participants be permitted to make
hardship withdrawals of that portion of the Participant's
Individual Account attributable to the following types of
contributions pursuant to Section 6.01(A)(4) of the Plan?
Matching Contributions (if made) [X] Yes [ ] No
Employer Profit Sharing Contributions [X] Yes [ ] No

9. Withdrawals of Rollover or Transfer Contributions. Will
Employees be permitted to withdraw their Rollover or
Transfer Contributions at any time? [X] Yes [ ] No

NOTE: IF A BOX IS NOT CHECKED FOR AN ITEM, "YES" WILL BE DEEMED
TO BE SELECTED FOR THAT ITEM. SECTION 411(d)(6) OF THE CODE
PROHIBITS THE ELIMINATION OF PROTECTED BENEFITS. IN GENERAL,
PROTECTED BENEFITS INCLUDE THE FORMS AND TIMING OF PAYOUT
OPTIONS. IF THE PLAN IS BEING ADOPTED TO AMEND AND REPLACE A
PRIOR PLAN THAT PERMITTED A DISTRIBUTION OPTION DESCRIBED ABOVE,
YOU MUST ANSWER "YES" TO THAT ITEM.

PART B. Timing of Distributions:
1. Termination of Employment. Where a Participant who is
entitled to a distribution under the Plan has a
Termination of Employment (for reasons other than death,
Disability or attainment of Normal Retirement Age),
distributions shall commence (CHECK ONE):
OPTION (a): [X] As soon as administratively
feasible following the date
the Participant requests a
distribution.
OPTION (b): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant requests a
distribution.
OPTION (c): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant requests a
distribution or the
Participant incurs ________
(NOT MORE THAN 5) consecutive
one-year Breaks in Vesting
Service, whichever is later.

NOTE: IF NO OPTION IS SELECTED, OPTION (a) WILL BE
DEEMED TO BE SELECTED.

2. Death, Disability or Attainment of Normal Retirement
Age. Where a Participant dies, incurs a Disability or
attains Normal Retirement Age, and a distributable event
has occurred, distributions shall commence (CHECK ONE):
OPTION (a): [X] As soon as administratively
feasible following the date
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution.
OPTION (b): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution.
OPTION (c): [ ] As soon as administratively
feasible following the close
of the Plan Year within which
the Participant (or
Beneficiary of a deceased
Participant) requests a
distribution or the
Participant incurs ________
(NOT MORE THAN 5) consecutive
one-year Breaks in Vesting
Service, whichever is later.
NOTE: IF NO OPTION IS SELECTED, OPTION (a) WILL BE
DEEMED TO BE SELECTED.

SECTION 16. JOINT AND SURVIVOR ANNUITY

PART A. Retirement Equity Act Safe Harbor:
Will the safe harbor provisions of Section 6.05(F) of the Plan
apply? (CHOOSE ONLY ONE OPTION)
OPTION 1: [ ] Yes.
OPTION 2: [X] No.
NOTE: YOU MUST SELECT "NO" IF YOU ARE ADOPTING THIS PLAN AS AN
AMENDMENT AND RESTATEMENT OF A PRIOR PLAN THAT WAS
SUBJECT TO THE JOINT AND SURVIVOR ANNUITY REQUIREMENTS.

PART B. Survivor Annuity Percentage: (COMPLETE ONLY IF YOUR ANSWER IN
SECTION 16, PART A IS "NO.")
The survivor annuity portion of the Joint and Survivor Annuity
shall be a percentage equal to 50% (AT LEAST 50% BUT NO MORE
-----
THAN 100%) of the amount paid to the Participant prior to his or
her death.

SECTION 17. OTHER OPTIONS ANSWER "YES" OR "NO" TO EACH OF THE FOLLOWING
QUESTIONS BY CHECKING THE APPROPRIATE BOX. IF A BOX IS NOT
CHECKED FOR A QUESTION, THE ANSWER WILL BE DEEMED TO BE "NO."

A. Loans: Will loans to Participants pursuant to Section 6.08 of the
Plan be permitted? [ ] Yes [X] No

B Insurance: Will the Plan allow for the investment in insurance
policies pursuant to Section 5.13 of the Plan? [ ] Yes [X] No

C. Employer Securities: Will the Plan allow for the investment in
qualifying Employer securities or qualifying Employer real
property? [X] Yes [ ] No

D. Rollover Contributions: Will Employees be permitted to make
rollover contributions to the Plan pursuant to Section 3.03 of
the Plan? [X] Yes [ ] No
[ ] Yes, but
only after
becoming a
Participant.

E. Transfer Contributions: Will Employees be permitted to make
transfer contributions to the Plan pursuant to Section 3.04 of
the Plan? [X] Yes [ ] No
[ ] Yes, but
only after
becoming a
Participant.

F. Nondeductible Employee Contributions: Will Participants be
permitted to make Nondeductible Employee Contributions pursuant
to Section 11.305 of the Plan? [ ] Yes [X] No
Check here if such contributions will be mandatory. [ ]

SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS

PART A. Authorization:
Will Participants be permitted to direct the investment of their
Plan assets pursuant to Section 5.14 of the Plan? (CHOOSE ONE)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED. COMPLETE THE REMAINDER OF SECTION 18 ONLY IF
OPTION 1 IS SELECTED.

PART B. Investment Options:
Participants can direct the investment of their Plan assets among
the following investments (CHOOSE ONE):
OPTION 1: [X] Only those investment options designated by
the Plan Administrator or other fiduciary.
OPTION 2: [ ] Any allowable investment.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Accounts Subject to Participant Direction:
Participants can direct the following portions of their
Individual Accounts (CHOOSE ONE):
OPTION 1: [ ] Those accounts that the Plan
Administrator may designate from time
to time in a uniform and
nondiscriminatory manner.
OPTION 2: [X] Entire Individual Account.
OPTION 3: [ ] The following accounts (CHECK ALL THAT APPLY):
[ ] Elective Deferral Account.
[ ] Matching Contribution Account.
[ ] Employer Profit Sharing Account.
[ ] Rollover Contribution Account.
[ ] Transfer Contribution Account.
[ ] Other (SPECIFY) ______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART D. Frequency of Investment Changes:
Participants may make changes to the investments within their
Individual Accounts with the following frequency (CHOOSE ONE):
OPTION 1: [ ] In accordance with uniform and
nondiscriminatory rules established by
the Plan Administrator or other fiduciary.
OPTION 2: [X] Daily.
OPTION 3: [ ] Monthly.
OPTION 4: [ ] Quarterly.
OPTION 5: [ ] Other (SPECIFY)_______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED. ALSO NOTE THAT THE PLAN'S VALUATION DATES MUST BE AT
LEAST AS OFTEN AS THE FREQUENCY CHOSEN HERE.

SECTION 19. MISCELLANEOUS DEFINITIONS COMPLETE PARTS A AND B

PART A. Valuation Date:
The Plan Valuation Date shall be (CHOOSE ONE):
OPTION 1: [ ] The last day of the Plan Year and each
other date designated by the Plan
Administrator which is selected in a
uniform and nondiscriminatory manner.
OPTION 2: [X] Daily.
OPTION 3: [ ] The last day of each Plan quarter.
OPTION 4: [ ] The last day of each month.
OPTION 5: [ ] Other (SPECIFY)_______________________________
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Disability:
For purposes of this Plan, Disability shall mean (CHOOSE ONE):
OPTION 1: [X] The 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 has lasted or can be expected to last
for a continuous period of not less than 12
months.
OPTION 2: [ ] The inability to engage in any
substantial, gainful activity in the
Employee's trade or profession for
which the Employee is best qualified
through training or experience.
OPTION 3: [ ] Other (SPECIFY)______________________________
_____________________________________________

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 20. LIMITATION ON ALLOCATIONS - More Than One Plan

If you maintain or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a Participant or
could become a Participant, you must complete this section. You
must also complete this section if you maintain a welfare
benefit fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(l)(2) of
the Code, under which amounts are treated as annual additions
with respect to any Participant in this Plan.

PART A. Individually Designed Defined Contribution Plan:
If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master
or prototype plan:
1. [X] The provisions of Section 3.05(B)(1) through 3.05(B)(6)
of the Plan will apply as if the other plan were a
master or prototype plan.
2. [ ] Other method. (PROVIDE THE METHOD UNDER WHICH THE PLANS
WILL LIMIT TOTAL ANNUAL ADDITIONS TO THE MAXIMUM
PERMISSIBLE AMOUNT, AND WILL PROPERLY REDUCE ANY EXCESS
AMOUNTS, IN A MANNER THAT PRECLUDES EMPLOYER
DISCRETION.) __________________________________________

PART B. Defined Benefit Plan:
If the Participant is or has ever been a participant in a defined
benefit plan maintained by the Employer, the Employer will
provide below the language which will satisfy the 1.0 limitation
of Section 415(e) of the Code.
1. [ ] If the projected annual addition to this Plan to the
account of a Participant for any limitation year would
cause the 1.0 limitation of Section 415(e) of the Code
to be exceeded, the annual benefit of the defined
benefit plan for such limitation year shall be
reduced so that the 1.0 limitation shall be satisfied.

If it is not possible to reduce the annual benefit of
the defined benefit plan and the projected annual
addition to this Plan to the account of a Participant
for a limitation year would cause the 1.0 limitation
to be exceeded, the Employer shall reduce the
Employer Contribution which is to be allocated to
this Plan on behalf of such Participant so that the
1.0 limitation will be satisfied. (The provisions of
Section 415(e) of the Code are incorporated herein by
reference under the authority of Section 1106(h) of
the Tax Reform Act of 1986.)

2. [ ] Other method. (PROVIDE LANGUAGE DESCRIBING ANOTHER
METHOD. SUCH LANGUAGE MUST PRECLUDE EMPLOYER
DISCRETION.)

SECTION 21. TOP-HEAVY ISSUES COMPLETE PARTS A, B, C AND D

PART A. Minimum Allocation or Benefit:
For any Plan Year with respect to which this Plan is a Top-Heavy
Plan, any minimum allocation required pursuant to Section 3.01(E)
of the Plan shall be made (CHOOSE ONE):
OPTION 1: [X] To this Plan.
OPTION 2: [ ] To the following other plan maintained by the
Employer (SPECIFY NAME AND PLAN NUMBER OF PLAN)
______________________________________________
OPTION 3: [ ] In accordance with the method described on an
attachment to this Adoption Agreement. (ATTACH
LANGUAGE DESCRIBING THE METHOD THAT WILL BE
USED TO SATISFY SECTION 416 OF THE CODE. SUCH
METHOD MUST PRECLUDE EMPLOYER DISCRETION.)

NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART B. Participants Entitled To Receive Minimum Allocation:
Any minimum allocation required pursuant to Section 3.01(E) of
the Plan shall be allocated to the Individual Accounts of (CHOOSE
ONE):
OPTION 1: [ ] Only Participants who are not Key Employees.
OPTION 2: [X] All Participants.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

PART C. Top-Heavy Ratio:
For purposes of establishing the present value of benefits under
a defined benefit plan to compute the top-heavy ratio as
described in Section 10.08(C) of the Plan, any benefit shall be
discounted only for mortality and interest based on the following
(CHOOSE ONE):
OPTION 1: [X] Not applicable because the Employer has not
maintained a defined benefit plan.
OPTION 2: [ ] The interest rate and mortality table specified
for this purpose in the defined benefit plan.
OPTION 3: [ ] Interest rate of ______% and the following
mortality table (SPECIFY) ____________________
______________________________________________

NOTE: IF NO OPTION IS SELECTED, OPTION 2 WILL BE DEEMED TO BE
SELECTED.

PART D. Top-Heavy Vesting Schedule:
Pursuant to Section 6.01(C) of the Plan, the vesting schedule
that will apply when this Plan is a Top-Heavy Plan (unless the
Plan's regular vesting schedule provides for more rapid vesting)
shall be (CHOOSE ONE):
OPTION 1: [X] 6 Year Graded.
OPTION 2: [ ] 3 Year Cliff.
NOTE: IF NO OPTION IS SELECTED, OPTION 1 WILL BE DEEMED TO BE
SELECTED.

SECTION 22. PROTOTYPE SPONSOR

Name of Prototype Sponsor: Aetna Life Insurance and Annuity Co.
---------------------------------------
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
---------------------------------------------------------
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
------------
PERMISSIBLE INVESTMENTS
The assets of the Plan shall be invested only in those investments
described below (TO BE COMPLETED BY THE PROTOTYPE SPONSOR):
Only those elected in the Plan Sponsor/Trustee Information document
-------------------------------------------------------------------

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

SECTION 23. TRUSTEE OR CUSTODIAN

OPTION A. [ ] Financial Organization as Trustee or Custodian
CHECK ONE: [ ] Custodian, [ ] Trustee without full trust
powers, or [ ] Trustee with full trust powers

Financial Organization
-------------------------------------------
Signature
---------------------------------------------------------
Type Name
---------------------------------------------------------
COLLECTIVE OR COMMINGLED FUNDS
List any collective or commingled funds maintained by the
financial organization Trustee in which assets of the Plan may be
invested (COMPLETE IF APPLICABLE).

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

OPTION B. [X] Individual Trustee(s)

Signature Signature
------------------ ------------------
Type Name ▇▇▇▇ ▇▇▇▇▇▇▇ Type Name ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------ ------------------
Signature Signature
------------------ ------------------
Type Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Type Name
------------------ ------------------

SECTION 24. RELIANCE

The Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that
the Plan is qualified under Section 401 of the Internal Revenue
Code. In order to obtain reliance with respect to plan
qualification, the Employer must apply to the appropriate Key
District office for a determination letter.

This Adoption Agreement may be used only in conjunction with
Basic Plan Document No. 04.

SECTION 25. EMPLOYER SIGNATURE IMPORTANT: PLEASE READ BEFORE SIGNING

I am an authorized representative of the Employer named above and
I state the following:
1. I acknowledge that I have relied upon my own advisors
regarding the completion of this Adoption Agreement and
the legal tax implications of adopting this Plan.
2. I understand that my failure to properly complete this
Adoption Agreement may result in disqualification of the
Plan.
3. I understand that the Prototype Sponsor will inform me
of any amendments made to the Plan and will notify me
should it discontinue or abandon the Plan.
4. I have received a copy of this Adoption Agreement and
the corresponding Basic Plan Document.

Signature Signature
------------------ ------------------

Type Name Type Name
------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Fremont Acquisition Corporation; Trade Name: TBS
-------------------------------------------------------------
Printware, Inc.
---------------
Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------------------------------
City Fremont State CA Zip 94538-3152
---------------- ------------- -------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal Tax Identification
--------------- Number ▇▇-▇▇▇▇▇▇▇
----------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
--------------------- ------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
----------------------------------------- ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
----------------------------- ------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Director, Secretary
------------------------------------------ and Vice President
------------------
Signature for Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Vice President
------------------------------------------ ------------------
Signature for Trustee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------
Name of Employer MCSC Bulldog Acquisition Corporation; Trade Name: Computer
--------------------------------------------------------------
Showcase, Inc.
--------------
Address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
-----------------------------------------------------------------------
City Norcross State GA Zip 30093
----------------- ----------------- ---------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal Tax Identification
----------------- Number ▇▇-▇▇▇▇▇▇▇
-----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.
-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
--------------------- ------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Oregon Acquisition Corporation; Trade Name: Force 4 D.P
Supplies, Inc.
--------------------------------------------------------------
Address ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
-----------------------------------------------------------------------
City Portland State OR Zip 97223
--------------- --------------- ----------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal Tax Identification
-------------- Number ▇▇-▇▇▇▇▇▇▇
-----------------

Signature for Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------
Name of Employer MCSC Texas Acquisition Corporaiton; Trade Name: BRITCO, Inc.
-------------------------------------------------------------
Address 8179 ▇▇▇▇▇▇
----------------------------------------------------------------------
City Houston State TX Zip 77054
--------------- ------------- ----------------------------
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal Tax Identification
------------ Number ▇▇-▇▇▇▇▇▇▇
-----------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------
Signature for Related Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
--------------------- ------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ------------------
ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Vice President
------------------------------------------ -------------------
Signature for Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ------------
Type Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Director, Secretary
------------------------------------------ and Vice President
-------------------
Signature for Trustee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ -------------
Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ -------------------
Signature for Trustee Date Signed
------------------------------ ------------
Type Name Title
------------------------------------------ ------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer New Hampshire Acquisition Corporation; Trade Name: NTI
--------------------------------------------------------------

Address ▇▇ ▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------------

City ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇
-------------------- -------------------- -----------------

Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal
-------------- Tax Identification Number ▇▇-▇▇▇▇▇▇▇
-----------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
--------------------- ---------------------------------

Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
----------------------------- ---------------------------------

Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ---------------------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title Director, Secretary and Vice President
------------------------------------------ ---------------------------------------

Signature for Trustee /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
------------------------------ ---------------------------------

Type Name ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title President, CEO
------------------------------------------ ---------------------------------------

Signature for Trustee Date Signed
------------------------------ ---------------------------------

Type Name Title
------------------------------------------ ---------------------------------------

RELATED EMPLOYER PARTICIPATION AGREEMENT

-------------------------------------------------------------------------------
RELATED EMPLOYER INFORMATION
-------------------------------------------------------------------------------

Name of Employer MCSC Fremont Acquisition Corporaiton: Trade Name: TBS
-------------------------------------------------------------
Printware, Inc.
----------------

Address ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------

City Fremont State CA Zip 94538-3152
-------------------- ------------------- -----------------

Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Related Employer's Federal
-------------- Tax Identification Number ▇▇-▇▇▇▇▇▇▇
------------------------

-------------------------------------------------------------------------------
SIGNATURES
-------------------------------------------------------------------------------

Signature for Related Employer /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date Signed 4/29/98
--------------------- --------------------------------