[From IRS Rev. Proc. 97-9, 1997-2 I.R.B. 55]

MODEL AMENDMENT TO ADOPT SIMPLE 401(k) PROVISIONS

SECTION I. SIMPLE 401(K) PROVISIONS

1.1 This amendment adds to the plan SIMPLE 401(k) provisions that are
intended to satisfy the requirements of §§ 401(k)(11) and 401(m)(10) of
the Internal Revenue Code.

1.2 The provisions of sections 3.3, IV, VI, and VII of this amendment
apply for a year only if the following conditions are met:

(a) The employer adopting this amendment is an eligible employer.  An
eligible employer means, with respect to any year, an employer that had no
more than 100 employees who received at least $5,000 of compensation from
the employer for the preceding year.  In applying the preceding sentence,
all employees of controlled groups of corporations under § 414(b), all
employees of trades or businesses (whether incorporated or not) under
common control under § 414(c), all employees of affiliated service groups
under § 414(m), and leased employees required to be treated as the
employer's employees under § 414(n), are taken into account.

An eligible employer that adopts this amendment and that fails to be an
eligible employer for any subsequent year, is treated as an eligible
employer for the two years following the last year the employer was an
eligible employer.  If the failure is due to any acquisition, disposition,
or similar transaction involving an eligible employer, the preceding
sentence applies only if the provisions of § 410(b)(6)(C)(i) are
satisfied.

(b) No contributions are made, or benefits accrued for services during the
year, on behalf of any eligible employee under any other plan, contract,
pension, or trust described in § 219(g)(5)(A) or (B), maintained by the
employer.

1.3  To the extent that any other provision of the plan is inconsistent
with the provisions of this amendment, the provisions of this amendment
govern.

SECTION II. DEFINITIONS

2.1 "Compensation" means, for purposes of sections 1.2(a), 3.1 and 3.2,
the sum of the wages, tips, and other compensation from the employer
subject to federal income tax withholding (as described in § 6051(a)(3))
and the employee's salary reduction contributions made under this or any
other 401(k) plan, and, if applicable, elective deferrals under a § 408(p)
SIMPLE plan, a SARSEP, or a § 403(b) annuity contract and compensation
deferred under a § 457 plan, required to be reported by the employer on
Form W-2 (as described in § 6051(a)(8)).  For self-employed individuals,
compensation means net earnings from self-employment determined under
§ 1402(a) prior to subtracting any contributions made under this plan on
behalf of the individual.  The provisions of the plan implementing the
limit on compensation under § 401(a)(17) apply to the compensation under
Section III.

2.2 "Eligible employee" means, for purposes of this amendment, any
employee who is entitled to make elective deferrals described in § 402(g)
under the terms of the plan.

2.3 "Year" means the calendar year.

SECTION III. CONTRIBUTIONS

3.1 Salary Reduction Contributions

(a) Each eligible employee may make a salary reduction election to have
his or her compensation reduced for the year in any amount selected by the
employee subject to the limitation in section 3.1(b). The employer will
make a salary reduction contribution to the plan, as an elective deferral,
in the amount by which the employee's compensation has been reduced.

(b) The total salary reduction contribution for the year cannot exceed
$6,000 for any employee. To the extent permitted by law, this amount will
be adjusted to reflect any annual cost-of-living increases announced by
the IRS.

3.2 Other Contributions

(a) Matching Contributions - Each year, the employer will contribute a
matching contribution to the plan on behalf of each employee who makes a
salary reduction election under section 3.1.  The amount of the matching
contribution will be equal to the employee's salary reduction contribution
up to a limit of 3% of the employee's compensation for the full calendar
year.

(b) Nonelective Contribution - For any year, instead of a matching
contribution, the employer may elect to contribute a nonelective
contribution of 2% of compensation for the full calendar year for each
eligible employee who received at least $5,000 of compensation from the
employer for the year.  By inserting a number less than $5,000 here
_________________, the employer agrees to substitute this lesser amount
for the $5,000 amount in the preceding sentence.

3.3 Limitation on Other Contributions

(a) General rule - No employer or employee contributions may be made to
this plan for the year other than salary reduction contributions described
in section 3.1, matching or nonelective contributions described in section
3.2 and rollover contributions described in § 1.402(c)-2, Q&A-1(a) of the
Income Tax Regulations.

(b) 1997 Transition Rule - If the employer has maintained this plan during
1997 prior to adopting this amendment, then contributions made prior to
the amendment are treated as made under sections 3.1 and 3.2 provided
that: (i) the employer adopts the 401(k) SIMPLE provisions by July 1,
1997, effective as of January 1, 1997; (ii) the salary reduction
contributions for the year made prior to adoption of the amendment do not
total more than $6,000 for any employee; (iii) the other contributions set
forth in section 3.2 are of inherently equal or greater value than the
contributions required under the plan prior to the amendment; and (iv) for
1997, the 60-day election period requirement described in sections 4.1(a)
and (b) is deemed satisfied if the employee may make or modify a salary
reduction election during a 60-day election period that begins no later
than 30 days after the amendment is adopted but in no event later than
July 1, 1997.

3.4  The provisions of the plan implementing the limitations of § 415
apply to contributions made pursuant to sections 3.1 and 3.2.

SECTION IV.  ELECTION AND NOTICE REQUIREMENTS

4.1  Election Period

(a) In addition to any other election periods provided under the plan,
each eligible employee may make or modify a salary reduction election
during the 60-day period immediately preceding each January 1.

(b) For the year an employee becomes eligible to make salary reduction
contributions under this amendment, the 60-day election period requirement
of section 4.1(a) is deemed satisfied if the employee may make or modify a
salary reduction election during a 60-day period that includes either the
date the employee becomes eligible or the day before.

(c) Each employee may terminate a salary reduction election at any time
during the year.

4.2  Notice Requirements

(a) The employer will notify each eligible employee prior to the 60-day
election period described in section 4.1 or 3.3(b)(iv) that he or she can
make a salary reduction election or to modify a prior election during that
period.

(b) The notification described in section 4.2(a) will indicate whether the
employer will provide a 3% matching contribution described in section
3.2(a) or a 2% nonelective contribution described in section 3.2(b).

SECTION V. VESTING REQUIREMENTS

All benefits attributable to contributions made pursuant to this amendment
are nonforfeitable at all times.

SECTION VI. TOP-HEAVY RULES

The plan is not treated as a top-heavy plan under § 416 for any year for
which the provisions of this amendment are effective and satisfied.

SECTION VII. NONDISCRIMINATION TESTS

The plan is treated as meeting the requirements of §§ 401(k)(3)(A)(ii) and
401(m)(2) for any year for which the provisions of this amendment are
effective and satisfied.

SECTION VIII. EFFECTIVE DATE

This amendment is effective on _________________________.

    ____________________________
    Employer Name

 By:____________________________
    Signature
    ____________________________
    Name and Title
    ____________________________
    Date



MODEL REVOCATION CLAUSE

This amendment is revoked effective as of the first day of the calendar
year following _______________ (enter the date the revocation is adopted).

    ____________________________
    Employer Name

 By:____________________________
    Signature
    ____________________________
    Name and Title
    ____________________________
    Date