HOST AMERICA CORP, S-8, 1999-01-04

HOST AMERICA CORP
S-8, 1999-01-04
EATING PLACES

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As filed with the Securities and Exchange Commission on January 4, 1999
Registration No.333-________
=========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

REGISTRATION STATEMENT ON FORM S-8
Under
THE SECURITIES ACT OF 1933
____________________

HOST AMERICA CORPORATION
------------------------
(Exact name of Registrant as specified in its charter)

DELAWARE 06-1168423
- ---------------------------- -------------------------
(State or other jurisdiction (IRS Employer I.D. Number
of incorporation or organization)

TWO BROADWAY
HAMDEN, CONNECTICUT 06518-2697
------------------------------
(Address of Principal Executive Offices, Including Zip Code)

HOST AMERICA CORPORATION 401(K) PLAN
------------------------------------
(Full title of the plan)

Geoffrey W. Ramsey
Host America Corporation
Two Broadway
Hamden, Connecticut 06518-2697
(203) 248-4100
--------------------------------------------------------
(Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================
Title Proposed Proposed maximum Amount
of securities Amount to maximum offering aggregate of registration
to be registered be registered(1) price per share(2) offering price(2) fee(2)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 30,000 shares $2.00 $60,000 $16.68
==============================================================================================
</TABLE>

(1) The number of shares being registered is the maximum aggregate number
of shares presently issuable under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, based on the closing sale price reported by
NASDAQ on December 21, 1998.

<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.
----------------

The required Plan Information is included in documents being
maintained and delivered by the Registrant as required by Rule 428 of the
Securities Act of 1933, as amended (the "Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
-----------------------------------------------------------

The Registrant shall provide to participants a written statement
advising them of the availability, without charge, upon written or oral
request, of documents incorporated by reference in item 3 of Part II hereof
and of documents required to be delivered pursuant to Rule 428(b) under the
Act. The statement will include the address listing the title or
department and telephone number to which the request is to be directed.

I-1

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------

The following documents filed with the Commission by the Registrant
are incorporated into this Registration Statement by this reference:

1. The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 27, 1998; and

2. The Registrant's Definitive Proxy Materials dated October 21,
1998; and

3. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 28, 1998; and

4. Amendment No. 3 to the Registration Statement on Form SB-2
(333-50673), declared effective on July 21, 1998; and

5. The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended March 27, 1998.

All documents filed by the Registrant pursuant to Sections 12(a),
12(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all shares
offered hereunder have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing such documents.

ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------

No description of the class of securities to be offered is required
under this Item because of the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------

None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------

The Company's Restated Certificate of Incorporation and amendments
thereto (the "Restated Certificate") provides that the Company shall
indemnify each person who is or was a director, officer or employee of the
Company to the fullest extent permitted under Section 145 of the Delaware
General Corporation Law. Section 145 of the Delaware General Corporation
Law empowers a Delaware corporation 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, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or

II-1

<PAGE>

in the right of such corporation) by reason of the fact that such person is
or was a director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, officer,
employee or agent of another corporation or enterprise. A corporation may
indemnify such person against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person 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. A corporation may, in advance of the final
disposition of any civil, criminal, administrative or investigative action,
suit or proceeding, pay the expenses (including attorneys' fees) incurred
by any officer or director in defending such action, provided that the
director or officer undertakes to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation.

A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its
favor under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred
to above, the corporation must indemnify him against the expenses
(including attorneys' fees) which he actually and reasonably incurred in
connection therewith. The indemnification provided is not deemed to be
exclusive of any other rights to which an officer or director may be
entitled under any corporation's bylaw, agreement, vote or otherwise.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers, or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------

Not applicable.

ITEM 8. EXHIBITS.
--------

The following is a complete list of exhibits filed as a part of this
Registration Statement, which Exhibits are incorporated herein.

5.1 Opinion of John B. Wills, Attorney at Law

10.14 Adoption Agreement to the Host America Corporation Defined
Contribution and Trust Agreement For 401(K) Plan

24.1 Consent of John B. Wills, Attorney at Law - (Included in
Exhibit 5.1)

24.2 Consent of DiSanto Bertoline & Company, P.C.

II-2

<PAGE>

ITEM 9. UNDERTAKINGS.
------------

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are
made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement;

(iii) 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;

PROVIDED, HOWEVER, that paragraph (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in an amendment by those
paragraphs is included in periodic reports filed by the Registration
pursuant to Section 12 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, such post-effective amendment 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.

(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) For purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 12(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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
Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 or paid 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

II-3

<PAGE>

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 whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-4

<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Hamden, State of
Connecticut on January 4, 1999.

HOST AMERICA CORPORATION
Registrant

By /s/ GEOFFREY W. RAMSEY
-----------------------------------------
Geoffrey W. Ramsey, President

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

Signature Title Date
- --------- ----- ----

/s/ GEOFFREY W. RAMSEY President, Director, Chief January 4, 1999
- -------------------------- Executive Officer and Principal ---------------
Geoffrey W. Ramsey Financial and Accounting Officer

/s/ DAVID J. MURPHY Vice President and Director January 4, 1999
- ------------------------- ---------------
David J. Murphy

/s/ ANNE L. RAMSEY Secretary and Director January 4, 1999
- ------------------------- ---------------
Anne L. Ramsey

/s/ THOMAS P. EAGAN, JR. Director January 4, 1999
- ------------------------- ---------------
Thomas P. Eagan, Jr.

/s/ ROBERT C. VAUGHAN Director January 4, 1999
- ------------------------- ---------------
Robert C. Vaughan

/s/ PATRICK J. HEALY Director January 4, 1999
- ------------------------- ---------------
Patrick J. Healy

/s/ JOHN D'ANTONA Director January 4, 1999
- ------------------------- ---------------
John D'Antona

II-5

EXHIBIT 5.1

JOHN B. WILLS
---------------
ATTORNEY AT LAW

SUITE 1940 PHONE (303) 628- 0747
410 SEVENTEENTH STREET FAX (303) 592-1846
DENVER, COLORADO 80202 E-MAIL [email protected]

January 4, 1999

Board of Directors
Host America Corporation
Two Broadway
Hamden, CT 06518-2697

RE: HOST AMERICA CORPORATION
REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

I have acted as counsel to Host America Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing
with the U.S. Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), of the Company's
Registration Statement on Form S-8 (the "Registration Statement"). This
Registration Statement relates to the registration under the Act of 30,000
shares of the Company's common stock, $.001 par value (the "Common Stock"),
which may be issued pursuant to the Company's 401(K) Plan (the "Plan").

In rendering this opinion, we have reviewed the Registration
Statement, as well as a copy of the Company's articles of incorporation and
bylaws, each as amended to date, and the Plan. We have also reviewed such
documents and such statutes, rules and judicial precedents as we have
deemed necessary for the opinions expressed herein.

In rendering this opinion, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original
documents of documents submitted to us as certified or photostatic copies,
and the authenticity of originals of such photostatic copies.

Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that
the shares of Common Stock issuable under the Plan, pursuant to the
exercise of stock options granted thereunder, have been duly and validly
authorized and, when issued and sold in the manner contemplated in the Plan
(by award to eligible persons as defined in the Plan) and by the
Registration Statement, will be validly issued, fully paid and
nonassessable.

<PAGE>

Board of Directors
Host America Corporation
January 4, 1999
Page 2

The opinion set forth in this letter is limited by, subject to and
based on the following:

1. We are admitted to practice before the Bar of the State of
Colorado and are not admitted to practice in any other
jurisdiction.

2. The foregoing opinion is limited in all respects to the laws of
the State of Colorado and applicable federal securities laws of
the United States.

We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.

This opinion may not be used, circulated, quoted or otherwise
referred to for any other purpose without prior written consent and may not
be relied upon by any person or entity other than the Company and its
successors and assigns. This opinion is based upon our knowledge of law
and facts as of this date. We assume no duty to communicate to you with
respect to any matter which comes to our attention hereafter.

Very truly yours,

/s/ JOHN B. WILLS
John B. Wills

JBW/db

EXHIBIT 10.14

ADOPTION AGREEMENT TO

THE ROBERT GRATHWOHL ASSOCIATES INC. DEFINED CONTRIBUTION

REGIONAL PROTOTYPE PLAN AND TRUST AGREEMENT

FOR A PROFIT SHARING AND/OR 401(K) PLAN

NAME OF EMPLOYER HOST AMERICA, INC.

ADDRESS 2 BROADWAY

HAMDEN, CT 06518

NAME OF PLAN HOST AMERICA 401K PROFIT

SHARING PLAN

NAME OF TRUSTEE DAVID MURPHY

GEOFFREY RAMSEY

NAMES OF COMMITTEE MEMBERS

N/A

INTRODUCTION

This Adoption Agreement and the provisions of The ROBERT GRATHWOHL
ASSOCIATES INC. Defined Contribution Regional Prototype Plan and Trust
Agreement of which this Agreement is a part, are hereby adopted by the
Employer or Employers executing this Agreement for the benefit of
Employees and their Beneficiaries.

Complete (A), (B), or (C) below:

This Adoption Agreement is

__X__ (A) part of the adoption of a new Plan.

_____ (B) an amendment to The _____ Defined Contribution
Regional Prototype Plan, previously adopted, as provided in
Section 12.02.

Complete only Items amended

_____ (C) a restatement of a previously adopted Plan, other
than the _____ Defined Contribution Regional Prototype
Plan, as provided in Section 12.06.

The Plan Administrator shall be [select one]

<PAGE>

_____ the Committee.

__X__ the Employer.

_____ the following individuals: [insert names]

Item 1: EFFECTIVE DATE

Effective Date shall mean [insert date] NOVEMBER 1, 1998.

If this Agreement is a restatement of a previously adopted plan, the
Effective Date of the previously adopted Plan is [insert date]
_____.

Item 2: ELIGIBLE EMPLOYEE

A. An Eligible Employee shall be any Employee who satisfies the
eligibility conditions set forth in Item 3. If elected in this
Item, the term "Eligible Employee" shall include [check only if
Employees in the listed category are to be included]

_____ any Employee who is a member of a unit of Employees covered
by a collective bargaining agreement with an Employee
representative if the Employer and the Employee
representative have engaged in good faith bargaining for
retirement benefits and if less than two (2%) percent of
the Employees of the Employer who are covered pursuant to
that agreement are professionals as defined in section
1.410(b)-9(g) of the proposed Income Tax Regulations. The
term "Employee representative" shall not include any
organization more than half of whose members are Employees
who are owners, officers or executives of the Employer.

_____ any Employee who is a nonresident alien provided the
Employee receives no earned income from the Employer,
within the meaning of section 911(d)(2) of the Code, which
constitutes income from sources within the United States
within the meaning of section 861(a)(3) of the Code.

B. The term "Eligible Employee" shall include [select one]

__X__ only Employees employed by an Employer adopting the Plan.

_____ all Employees required to be aggregated under section
414(b), (c) or (m) of the Code, and any individual deemed
under section 414(n) or section 414(o) of the Code to be an
Employee of any Employer adopting the Plan.

C. If elected in this Item, the term "Eligible Employee" shall
exclude [check only if Employees in the category are to be excluded]

_____ Employees compensated on a salaried basis.

<PAGE>

_____ Employees who are hourly paid.

_____ Employees who are paid solely on a commission basis.

_____ Employees who are paid partially on a commission basis.

D. The term "Eligible Employee" shall exclude the following
Employees: [insert specific identification of excluded Employees,
e.g. job classification, geographic location, etc.]

E. The simplified definition of Highly Compensated Active Employee
set forth in Section 1.38

_____ shall

__X__ shall not

apply. The definition may only be selected if the Employer
maintains significant business activities and employs Employees in
at least two significantly separate geographic areas.

Item 3: ELIGIBILITY CONDITIONS

A. ENTRY DATE: An Employee who qualifies as an Eligible Employee
under Item 2 shall be eligible to participate on the earlier of the
first day of the Plan Year beginning after the date on which the
Employee has met the minimum Age and service requirements, six (6)
months after the date such requirements are met, or an Entry Date
determined as follows: [select one]

_____ the Entry Date shall be the first day of the Plan Year.

_____ the Entry Date shall be _____ [insert month and day] in
each Plan Year.

__X__ the Entry Date shall be twice each Plan Year, on the first
day of the Plan Year and six months following the first day
of the Plan Year.

_____ the Entry Date shall be twice each Plan Year, on [insert
month and day] _____ and six months after such date.

_____ the Entry Date shall be the first day of the month
coincident with or next following the Employee's completion
of the eligibility requirements selected in this Item 3.

_____ the Entry Date shall be the day the Employee completes his
or her first Hour of Service.

_____ the Entry Date shall be the first day of the sixth month
following the day the Employee completes his or her first
Hour of Service.

<PAGE>

_____ [insert date or series of dates] _____.

B. AGE REQUIREMENT: An Employee who qualifies as an Eligible
Employee under Item 2 shall be eligible to participate on the
Effective Date only if he or she has attained Age 21. [Do not
insert Age above 21]

An Eligible Employee shall be eligible to participate after the
Effective Date only if he or she has attained Age 21. [Do not
insert Age above 21]

An Employee's Age shall be his or her Age [select one]

__X__ on his or her last birthday.

_____ on his or her nearest birthday.

C. SERVICE REQUIREMENT: An Employee who qualifies as an Eligible
Employee under Item 2 shall be eligible to participate on the
Effective Date only if he or she has completed [select one]

_____ _____ Years of Service. [Do not insert more than one year
unless all Participants are immediately fully vested; do
not insert more than two years in any event]

_____ _____ months of Service. [Use only if Elapsed Time Rule is
elected; do not insert more than twelve months unless all
Participants are immediately fully vested; do not insert
more than twenty-four months in any event]

An Eligible Employee shall be eligible to participate after the
Effective Date only if as of an Entry Date he or she has completed
[select one]

__X__ 1 Years of Service. [Do not insert more than one year
unless all Participants are immediately fully vested; do
not insert more than two years in any event]

D. [Complete if applicable] For purposes of measuring a Year of
Service for eligibility purposes, an Employee will be credited with
a Year of Service only if he or she completes at least 1000 [insert
number of Hours not greater than 1000] Hours of Service during the
eligibility computation period selected in Item 3E.

E. For purposes of the Service requirement, Years of Service shall
be measured [select one]

__X__ based on eligibility computation periods the first of which
begins with the day the Employee completes his or her first
Hour of Service with each subsequent period measured from

<PAGE>

the anniversary of the day the Employee completes his or
her first Hour of Service.

_____ based on eligibility computation periods the first of which
begins on the day the Employee completes his or her first
Hour of Service, with each subsequent period measured from
the first day of the Plan Year. The first Plan Year used
as a measure shall be the one beginning during the first
twelve (12) months of employment.

F. For all purposes under this Plan, Years of Service as a
Proprietor or with a predecessor Partnership, Years of Service with
a corporate predecessor, or Years of Service with the employer named
below [check one if applicable, otherwise leave blank]

_____ shall be taken into account.

__X__ shall not be taken into account.

_____ shall be taken into account only for Years of Service
completed after _____ [insert date].

If Years of Service with a predecessor are to be counted, the name
of the predecessor is

If Years of Service with an unrelated employer are to be counted,
the name of such employer is

G. Years of Service shall be determined [select one]

__X__ on the basis of actual Hours for which an Employee is paid
or entitled to payment.

_____ on the basis of days worked. An Employee shall be credited
with ten (10) Hours of Service if under Section 1.41 of the
Plan such Employee would be credited with at least one (1)
Hour of Service during the day.

_____ on the basis of weeks worked. An Employee shall be
credited with forty-five (45) Hours of Service if under
Section 1.41 of the Plan such Employee would be credited
with at least one (1) Hour of Service during the week.

_____ on the basis of semi-monthly payroll periods. An Employee
shall be credited with ninety-five (95) Hours of Service if
under Section 1.41 of the Plan such Employee would be
credited with at least one (1) Hour of Service during the
semi-monthly payroll period.

_____ on the basis of months worked. An Employee shall be
credited with one hundred ninety (190) Hours of Service if
under Section 1.41 of the Plan such Employee would be
credited with at least one (1) Hour of Service during the
month.

<PAGE>

_____ on the basis of the Elapsed Time Rule set forth in Section
2.09. If the Elapsed Time Rule is selected, it shall be
applied for purposes of determining [check applicable
boxes]

_____ the eligibility computation period.

_____ the accrual computation period.

_____ the vesting computation period.

_____ the Participant's Normal Retirement Age.

_____ Years of Service or Participation for benefit
determinations under the Plan benefit formula.

_____ Years of Service and Participation for all
purposes under the Plan.

H. Hours of Service [select one]

_____ shall

__X__ shall not

be credited for periods prior to the date an employer was part of an
affiliated service group, controlled group of corporations, or a
group of trades or businesses under common control with a
participating Employer. If such Hours of Service shall be credited,

_____ all Hours of Service with such employer

_____ Hours of Service with such employer after _____ [insert
date]

shall be counted.

I. EMPLOYMENT REQUIREMENT. An Employee who terminates employment
during the Plan Year with not more than five hundred (500) Hours of
Service and who is not an Employee on the last day of the Plan Year
[select one]

_____ shall

__X__ shall not

be eligible to participate during such Plan Year.

Item 4: COMPENSATION

A. Compensation for a Plan Year shall mean [select one]

_____ Compensation as defined in Section 8.05(b)(1) of the Plan.

<PAGE>

__X__ section 3401(a) wages.

_____ 415 safe harbor Compensation.

B. Employer contributions made pursuant to a salary reduction
agreement which are not includible in the gross income of the
Employee under [check where applicable]

__X__ section 125,

__X__ section 402(a)(8),

_____ section 402(h), or

__X__ section 403(b),

of the Code [select one]

__X__ shall

_____ shall not

be included as Compensation for Plan purposes.

C. Compensation shall not include [check only if indicated type of
Compensation is to be excluded]

_____ overtime.

_____ bonuses.

_____ commissions.

_____ bonuses paid to Highly Compensated Employees.

_____ bonuses paid to stockholders and owners of the Employer.

_____ tips.

_____ Compensation earned by a Participant prior to his or her
Entry Date.

D. Compensation for purposes of determining Employer contributions
shall be measured over a twelve (12) consecutive month period
[select one]

_____ measured by the Plan Year beginning in the fiscal year of
the Employer.

__X__ measured by the Plan Year ending in the fiscal year of the
Employer.

_____ measured by the calendar year beginning in the fiscal year
of the Employer.

<PAGE>

_____ measured by the calendar year ending in the fiscal year of
the Employer.

_____ measured by the fiscal year of the Employer ending
immediately prior to the Plan Year for which the
determination is made.

_____ measured by the fiscal year of the Employer ending during
the Plan Year for which the determination is made.

_____ measured by the calendar year ending immediately prior to
the Plan Year for which the determination is made.

_____ measured by the calendar year ending during the Plan Year
for which the determination is made.

_____ beginning with each _____ [insert month and day].

NOTE: No selection shall be made under this Item 4D unless the
measuring period selected ends with or within the Plan Year.

E. If the Compensation of a Highly Compensated Employee and certain
Family Members is limited by the provisions of Section 1.15(d),
Compensation available for Plan purposes shall be allocated as
follows: [complete as applicable]

__X__ as determined in accordance with the provisions of Section
1.15(d) which apply if no election is made.

_____ as set forth by the Employer in a written statement
provided to the Committee.

Item 5: NORMAL AND EARLY RETIREMENT AGE

A. Normal Retirement Age shall mean [select one]

_____ the day and month the Participant attains Age _____ [insert
Age no later than 65].

__X__ the later of the day on which the Participant attains Age
65 [insert Age no later than 65] or the 5 [insert number no
greater than 5] anniversary of the Participation
Commencement Date.

_____ the later of the day on which the Participant attains Age
_____ [insert Age no later than 65] or the Anniversary Date
following his or her completion of _____ Years of Service,
but in no event later than the Participant's attainment of
Age sixty-five (65).

<PAGE>

attainment of Age sixty-five (65) or the fifth (5th)
anniversary of the Participation Commencement Date.

_____ the day on which the Participant attains Age _____ [insert
Age no later than 65] and completes _____ Years of Service,
but in no event later than the Participant's attainment of
Age sixty-five (65).

_____ the day on which the Participant attains Age _____ [insert
Age no later than 65] and completes _____ Years of Service,
but in no event later than the later of the Participant's
attainment of Age sixty-five (65) or the fifth (5th)
anniversary of the Participation Commencement Date.

_____ the day on which the Participant attains Age _____ [insert
Age no later than 65] and completes _____ Years of
Participation, but in no event later than the Participant's
attainment of Age sixty-five (65).

_____ the day on which the Participant attains Age _____ [insert
Age no later than 65] and completes _____ Years of
Participation, but in no event later than the later of the
Participant's attainment of Age sixty-five (65) or the
fifth (5th) anniversary of the Participation Commencement
Date.

_____ the day on which the Participant attains Age _____ [insert
Age no later than 65], completes _____ Years of Service,
and completes _____ Years of Participation, but in no event
later than the Participant's attainment of Age sixty-five
(65).

_____ [check if applicable] If, for Plan Years beginning before
January 1, 1988, a Participant's Normal Retirement Age was
determined with reference to an anniversary of his or her
Participation Commencement Date that was more than five (5)
but no greater than ten (10) years, and an anniversary of
the Participation Commencement Date is relevant in
determining a Participant's Normal Retirement Age, the
anniversary of a Participant's Participation Commencement
Date used to determine the Participant's Normal Retirement
Age for a Participant who first commenced participation
under the Plan before the first Plan Year beginning on or
after January 1, 1988, shall be the earlier of the tenth
(10th) anniversary of the Participant's Participation
Commencement Date (or the anniversary set forth in the Plan
as applicable prior to that Plan Year) or the fifth (5th)
anniversary of the first day of the first Plan Year

<PAGE>

beginning on or after January 1, 1988.

If Years of Service are a factor in determining a Participant's
Normal Retirement Age, Years of Service for such purpose shall be
measured over [select one]

_____ the Plan Year.

_____ the twelve (12) consecutive month period measured from the
date the Participant performs his or her first Hour of
Service and each anniversary thereof.

_____ the twelve (12) consecutive month period measured from each
_____ [insert month and day].

_____ the eligibility computation period selected in Item 3E.

B. Normal Retirement Date shall mean the [select one]

_____ first day of the Plan Year in which the Participant's
Normal Retirement Age occurs.

_____ last day of the Plan Year in which the Participant's Normal
Retirement Age occurs.

_____ first day of the Plan Year nearest the Participant's Normal
Retirement Age.

_____ last day of the Plan Year nearest the Participant's Normal
Retirement Age.

__X__ Participant's Normal Retirement Age.

_____ first day of the month coincident with or next following
the Participant's Normal Retirement Age.

_____ Valuation Date coincident with or next following the
Participant's Normal Retirement Age.

No selection made under this Item 5B shall cause benefits to be
distributable later than the latest date determined under Section
4.03 of the Plan.

C. Early Retirement Date shall mean any date after [select one]

_____ the day and month the Participant attains Age _____ [insert
Age].

_____ the later of the day on which the Participant attains Age
_____ [insert Age] or the _____ [insert number] anniversary
of the Participation Commencement Date.

_____ the later of the day on which the Participant attains Age
_____ [insert Age] or the Anniversary Date following his or
her completion of _____ [insert number] Years of Service.

<PAGE>

_____ the day on which the Participant attains Age _____ [insert
Age], completes _____ [insert number] Years of Service, and
completes _____ [insert number] Years of Participation.

Item 6: DISABILITY PROVISION [select one]

A. The Accrued Benefit of a Participant

_____ shall be fully vested on disability in accordance with
Section 5.02.

__X__ in the event of his or her disability will be vested and
distribution rights will be the same as the vesting and
distribution rights applicable on his or her termination of
employment.

B. A Participant who makes Elective Deferrals [select one]

__X__ shall

_____ shall not

receive the value of his Accrued Benefit on his Disability Date.

C. Contributions for a Disabled Participant who is not a Highly
Compensated Employee [select one]

_____ shall

__X__ shall not

be made during the period of Disability in accordance with the
provisions of Section 5.03. If contributions are to be made in
accordance with the preceding sentence, Item 15 must provide that
all Participants shall be fully vested at all times.

Item 7: EMPLOYER CONTRIBUTION

A. This Plan [select one]

__X__ shall

_____ shall not

include a cash or deferred arrangement.

The provisions of a cash or deferred arrangement may be made
effective as of the first day of the Plan Year in which the cash or
deferred arrangement is adopted. However, under no circumstances
may a Salary Reduction Agreement or other deferral mechanism be
adopted retroactively.

<PAGE>

B. The Employer shall contribute [select one]

__X__ the amount determined each year by its governing body.

_____% [insert percentage] of each Participant's Compensation.

_____% [insert percentage] of the Employer's Net Profits for the
fiscal year ending with or within the Plan Year in excess of $_____.

_____ no contribution.

The Employer contribution shall be made [select one]

__X__ whether or not the Employer has Net Profits for the year.

_____ only if the Employer has Net Profits for the year.

The Employer contribution shall be allocated [select one]

__X__ to all Eligible Employees, whether or not the Employee has
executed a Salary Reduction Agreement.

_____ only to those Employees who have executed a Salary
Reduction Agreement.

If the Employer shall make Matching Contributions, such
contributions shall not be made for the following classes of
Eligible Employees:

_____ Highly Compensated Employees.

_____ five (5%) percent owners of the Employer.

_____ [describe excluded class] _____ _____

C. If the Employer shall make contributions, such contributions may
include [check applicable selections]

__X__ Matching Contributions.

__X__ Qualified Non-elective Contributions.

__X__ Non-Qualified Employer Contributions.

C.1. If the Employer shall make Matching Contributions, such
contributions shall be [select one]

_____ Qualified Matching Contributions at all times.

_____ Qualified Matching Contributions only if, at the time the
contribution is made, the Employer advises the Committee
that such contributions are Qualified Matching
Contributions; otherwise, such contributions shall be
Non-qualified Matching Contributions.

<PAGE>

__X__ Non-qualified Matching Contributions.

C.2 If the Employer shall make contributions other than Matching
Contributions, such contributions shall be [select one]

_____ Qualified Non-elective Contributions at all times.

_____ Qualified Non-elective Contributions only if, at the time
the contribution is made, the Employer advises the
Committee that such contributions are Qualified
Non-elective Contributions; otherwise such contributions
shall be Non-qualified Employer Contributions.

__X__ Non-Qualified Employer Contributions.

C.3. If the Employer shall make Matching Contributions, such
contributions [select one]

_____ C.3.a. shall be determined to be Matching Contributions
only if, at the time the contribution is made, the Employer advises
the Committee that such contributions are Matching Contributions, in
which event such contributions shall be allocated to the Account of
each Participant in accordance with the Elective Deferrals of such
Participant for the Plan Year for which the Matching Contribution is
made.

__X__ C.3.b. shall equal 25% [insert percentage] of the Elective
Deferrals of each Participant for the Plan Year, but in no
event shall the Matching Contribution be greater than 3%
[insert percentage, if applicable] of the Participant's
Compensation determined for the Plan Year by the Employer.

_____ C.3.c. shall equal [select applicable items]

_____% [insert percentage] of the Elective Deferrals
of each Participant for the Plan Year up to _____% [insert
percentage] of the Participant's Compensation,

_____% [insert percentage] of the next _____%
[insert percentage] of the Elective Deferrals of each Participant
for the Plan Year up to _____% [insert percentage] of the
Participant's Compensation, and

_____% [insert percentage] of the next _____%
[insert percentage] of the Elective Deferrals of each Participant
for the Plan Year up to _____% [insert percentage] of the
Participant's Compensation.

_____ C.3.d. shall be equal to the percentage of Elective
Deferrals of a Participant based on his Compensation for the Plan
Year as follows: [select one if applicable]

_____% [insert percentage] if his Compensation is
less than $_____; [insert dollar amount]

<PAGE>

_____% [insert percentage] if his Compensation is
more than the dollar amount chosen in the preceding selection, but
less than $_____; [insert dollar amount]

_____% [insert percentage] if his Compensation is
more than the dollar amount chosen in the preceding selection.

_____ C.3.e. shall be equal to the percentage of Elective
Deferrals of a Participant based on his [select one]

_____ Years of Service

_____ Years of Participation

as of the last day of the Plan Year as follows:

[select one if applicable]

_____% [insert percentage] if the number of Years is
less than _____ [insert number of Years];

_____% [insert percentage] if the number of Years is
more than the number of Years chosen in the preceding selection, but
less than _____ [insert number of Years];

_____% [insert percentage] if the number of Years is
more than the number of Years chosen in the preceding selection.

C.3.f. If Matching Contributions are limited by Compensation,
Compensation for the purpose of measuring the limitation shall be

_____ annual Compensation.

__X__ Compensation paid during each pay period separately
determined.

_____ the rate of Compensation paid on the first day of the Plan
Year.

_____ annual Compensation credited during the prior Plan Year.

C.4. If the Employer shall make Matching Contributions which are
not qualified, such contributions shall be [select one]

__X__ vested in accordance with the applicable schedule selected
under Item 15.

_____ fully vested at all times.

_____ vested in accordance with the following schedule, but
subject to the schedule set forth in Item 15A if the Plan

<PAGE>

is a Top-Heavy Plan.

_____% [insert any percentage not less than zero] after one
(1) Year of Service;

_____% [insert any percentage not less than zero] after two
(2) Years of Service;

_____% [not less than 20%] after three (3) Years of
Service.

_____% [not less than 40%] after four (4) Years of Service.

_____% [not less than 60%] after five (5) Years of Service.

_____% [not less than 80%] after six (6) Years of Service.

100% after seven (7) Years of Service.

C.5 In no event shall the Matching Contribution for any Employee
exceed [complete if applicable]

$_____.

_____% of the Participant's Compensation.

3% of the Elective Deferral of the Participant.

C.6 In determining Elective Deferrals for the purpose of the
Average Contribution Percentage test

_____ all Qualified Matching Contributions

__X__ such Qualified Matching Contributions as are needed to meet
the Actual Deferral Percentage test

_____ all Qualified Non-elective Contributions

__X__ such Qualified Non-elective Contributions as are needed to
meet the Actual Deferral Percentage test

shall be taken into account.

D. Qualified Non-elective Contributions, if permitted, [select one
if applicable]

__X__ shall

_____ shall not

be included in the Contribution Percentage Amounts.

The amount of Qualified Non-elective Contributions to be taken into
account as Contribution Percentage Amounts shall be

<PAGE>

__X__ all Qualified Non-elective Contributions.

_____ such Qualified Non-elective Contributions as are needed to
meet the Average Contribution Percentage test set forth in
Section 7.12 of the Plan.

E. Elective Deferrals, if permitted, [select one, if applicable]

__X__ shall

_____ shall not

be included in the Contribution Percentage Amounts.

The amount of Elective Deferrals to be taken into account as
Contribution Percentage Amounts shall be

__X__ all Elective Deferrals.

_____ such Elective Deferrals as are needed to meet the Average
Contribution Percentage test set forth in Section 7.12 of
the Plan.

F. If Elective Deferrals are permitted, a Participant may change
the elections in his or her Salary Reduction Agreement [select one]

_____ annually, on the last day of the prior Plan Year.

_____ annually, on the first day of the Plan Year.

_____ on the last day of the sixth (6th) month of the Plan Year,
and on the last day of the Plan Year.

_____ on the first day of the Plan Year, and six months following
the first day of the Plan Year.

__X__ on the last day of each quarter of the Plan Year.

_____ on the first day of each quarter of the Plan Year.

_____ at such times as the Committee may determine, but no less
often than once each Plan Year.

G. If Elective Deferrals are permitted, a Participant may elect to
defer up to [select one if applicable]

15% of his or her Compensation.

_____% of his or her Compensation, up to $_____.

In no event shall a Participant be permitted to make Elective
Deferrals unless the Elective Deferral selected is at least
[complete if applicable]

_____% [insert percentage if applicable] of his or her Compensation.

<PAGE>

$_____ [insert dollar amount, if applicable].

H. A Participant [select one]

_____ shall

__X__ shall not

be able to assign Excess Elective Deferrals to the Plan.

If the Participant can assign Excess Elective Deferrals to the Plan,
such assignment must be made prior to _____ [insert month and day
not later than April 15] of each year.

I. Forfeitures of Excess Aggregate Contributions shall be [select
one]

_____ reallocated to the accounts of Participants who are not
Highly Compensated Employees.

__X__ reallocated to the accounts of all Participants.

_____ applied to reduce Employer contributions.

_____ applied to reduce Matching Contributions, with any excess
forfeitures reallocated to Participant Accounts in the same
manner as Non-Qualified Employer Contributions in the Plan
Year in which the forfeiture is first recognized.

No forfeitures shall be allocated to the Account of a Participant
for a Plan Year in which contributions were reduced as a result of
Excess Aggregate Contributions.

J. Forfeitures of Matching Contributions shall be [select one]

_____ reallocated to the accounts of Participants who are not
Highly Compensated Employees.

__X__ reallocated to the accounts of all Participants.

_____ applied to reduce Employer contributions.

K. All other forfeitures shall be [select one]

__X__ allocated to Participant Accounts in the same manner as
Non-qualified Employer Contributions in the Plan Year in
which the forfeiture is first recognized.

_____ used to reduce Non-qualified Employer Contributions in the

<PAGE>

Plan Year in which the forfeiture is recognized [select
only if Non-Qualified Employer Contributions are required].

_____ first used to reduce Matching Employer Contributions in the
Plan Year in which the forfeiture is recognized, then to
reduce Non-Qualified Employer Contributions, and then
allocated to Participant Accounts in the same manner as
Non-Qualified Employer Contributions.

L. Forfeitures shall be deemed to occur [select one]

__X__ on the last day of the Plan Year in which termination of
employment occurs.

_____ on the Valuation Date coincident with or next following a
Participant's termination of employment.

_____ on the last day of the Plan Year following _____ [insert
number not in excess of 5] consecutive one-year Break(s) in
Service for the Participant.

_____ on the Valuation Date coincident with or next following
_____ [insert number not in excess of 5] consecutive
one-year Break(s) in Service for the Participant.

_____ on the earlier of the last day of the Plan Year following
_____ [insert number not in excess of 5] consecutive
one-year Break(s) in Service for a Participant or the last
day of the Plan Year in which the Participant's vested
benefit is distributed.

A forfeiture cannot be allocated prior to the Valuation Date
coincident with or next following a Participant's fifth (5th)
consecutive one-year Break in Service unless a distribution has been
made to the Participant.

M. Forfeitures

__X__ shall

_____ shall not

be allocated to Participants who first enter the Plan in the Plan
Year for which the forfeiture is allocated.

Item 8: ALLOCATION OF CONTRIBUTIONS

A. Employer contributions, other than Matching Contributions, shall
be allocated [select one]

__X__ to each Participant in the same proportion as his or her
Compensation bears to the Compensation of all Participants.

_____ on an integrated basis.

<PAGE>

_____ on the following basis [insert allocation formula]:

_____.

If Employer contributions are to be allocated on an integrated
basis, Qualified Non-elective Contributions

_____ shall

_____ shall not

be included.

Notwithstanding any other provision of the Plan, Employer
contributions

__X__ shall

_____ shall not

be allocated to the Account of a Participant for the Plan Year
during which the Participant dies.

B. If Employer contributions other than Matching Contributions or
Elective Deferrals are to be allocated on an integrated basis, the
percentage of Compensation in excess of the Integration Level shall
be [select one]

_____ _____% [Insert percentage not greater than 5.7% if the
Integration Level is the Taxable Wage Base, less than 20%
of the Taxable Wage Base or $10,000; insert percentage not
greater than 5.4% if the Integration Level is more than 80%
of the Taxable Wage Base but less than the Taxable Wage
Base; insert percentage not grater than 4.3% if the
Integration Level is more than $10,000 and more than 20% of
the Taxable Wage Base but less than 80% of the Taxable Wage
Base]

_____ 4.3% if the Integration Level is more than $10,000 and more
than 20% of the Taxable Wage Base but less than 80% of the
Taxable Wage Base for the Year, 5.4% if the Integration
Level is more than 80% of the Taxable Wage Base but less
than the Taxable Wage Base, and 5.7% if the Integration
Level is either $10,000, 20% of the Taxable Wage Base or
the Taxable Wage Base.

_____ _____% [insert percentage which satisfies the general test
under the provisions of the Income Tax Regulations issued
under section 401(a)(4) of the Code].

The Integration Level shall be [select one]

_____ the Taxable Wage Base.

<PAGE>

$_____ [insert dollar amount less than the Taxable Wage Base]

_____% of the Taxable Wage Base [insert percentage not in excess of
100%]

C.1. Non-Qualified Employer Contributions shall be allocated to
Participant Accounts as of an Allocation Date, which shall be
[select one]

__X__ the last day of the Plan Year.

_____ the first day of the Plan Year.

_____ the following date or dates in each Plan Year:

_____ [insert date(s)].

Subject to the provisions of Section 2.10, and the election set
forth in Item 15E, an allocation of Non-qualified Employer
Contributions [select one]

_____ shall

__X__ shall not

be made to the Account of a Participant who completes less than one
thousand (1000) Hours of Service during the Plan Year.

Subject to the provisions of Section 2.10, an allocation of
Non-qualified Employer Contributions [select one]

_____ shall

__X__ shall not

be made to the account of a Participant who is not employed on the
[select one]

_____ Allocation Date.

__X__ last day of the Plan Year.

C.2. Qualified Non-elective Contributions shall be allocated to
Participant Accounts as of an Allocation Date, which shall be
[select one]

__X__ the last day of the Plan Year.

_____ the first day of the Plan Year.

_____ the following date or dates in each Plan Year:

_____ [insert date(s)].

Qualified Non-elective contributions

<PAGE>

_____ shall

_____ shall not

be allocated to non-Highly Compensated Employees.

Subject to the provisions of Section 2.10, and the election set
forth in Item 15E, an allocation of Qualified Non-elective
Contributions [select one]

_____ shall

__X__ shall not

be made to the Account of a Participant who completes less than one
thousand (1000) Hours of Service during the Plan Year.

Subject to the provisions of Section 2.10, an allocation of
Qualified Non-elective Contributions [select one]

_____ shall

__X__ shall not

be made to the account of a Participant who is not employed on the
last day of the Plan Year.

C.3. Matching Contributions shall be allocated to Participant
Accounts as of an Allocation Date, which shall be [select one]

__X__ the last day of the Plan Year.

_____ the first day of the Plan Year.

_____ the date each Elective Deferral is allocated.

_____ the following date or dates in each Plan Year:

_____ [insert date(s)].

Subject to the provisions of Section 2.10, and the election set
forth in Item 15E, an allocation of Matching Contributions [select
one]

_____ shall

__X__ shall not

be made to the Account of a Participant who completes less than one
thousand (1000) Hours of Service during the Plan Year.

Subject to the provisions of Section 2.10, an allocation of Matching
Contributions [select one]

<PAGE>

_____ shall

__X__ shall not

be made to the account of a Participant who is not employed on the
[select one]

_____ Valuation Date.

__X__ last day of the Plan Year.

D. A Participant shall be permitted to direct the investment of
[select one]

_____ no part of his or her Account.

_____ his or her Elective Deferrals only.

__X__ his or her Account.

_____ his or her Elective Deferrals and Matching Contributions.

E. If directed investments are permitted, the investment
alternatives shall be [select one]

__X__ selected by the Committee in its sole discretion.

_____ such investments as the Participant may select.

If directed investments are permitted, changes in investment
decisions shall be made [select one]

_____ whenever the Participant wishes.

__X__ at such times during the Plan Year as the Committee shall
determine, in its sole discretion.

F. For purposes of allocating gains and losses pursuant to Sections
10.02 and 10.03 [select one]

_____ a weighted average shall be used with reference to amounts
attributable to contributions made during the Plan Year.

__X__ all contributions shall be treated as made on the last day
of the Plan Year.

If amounts are held in a separate account pursuant to the provisions
of Section 7.16, gains and losses

_____ shall

__X__ shall not

be allocated to such amounts.

<PAGE>

G. Employer contributions shall be allocated to Employees [select
if applicable]

_____ who have become disabled during the Plan Year.

_____ who have reached Actual Retirement Date during the Plan
Year.

H. Distributions on account of Hardship as defined in Section 1.37

__X__ shall

_____ shall not

be permitted.

Item 9: MINIMUM AND MAXIMUM CONTRIBUTIONS

A. In no event shall the Employer Contribution for the Plan Year
for any Participant be in an amount less than [select one or leave
blank]

$_____ [insert dollar amount].

_____% [insert percentage] of his or her Compensation for the
Limitation Year which [select one]

_____ ends

_____ begins

in the Plan Year.

B. In no event shall the Employer Contribution for the Plan Year
for any Participant be in an amount greater than [select one or
leave blank]

$_____ [insert dollar amount].

_____% [insert percentage] of his or her Compensation for the
Limitation Year which [select one]

_____ ends

_____ begins

in the Plan Year.

Item 10: VALUATION DATE

The Valuation Date shall be [check one and complete as necessary]

_____ the first day of the Plan Year.

<PAGE>

_____ the last day of the Plan Year.

_____ the first day of the Plan Year and the first day of the
month beginning six (6) months later.

_____ the last day of the sixth (6th) month of the Plan Year and
the last day of the Plan Year.

_____ the first day of each quarter of the Plan Year.

__X__ the last day of each quarter of the Plan Year.

_____ [insert date or series of dates - a valuation must be done
at least once each year] _____.

Item 11: METHOD OF FUNDING

The Plan shall be funded as [select one]

__X__ an Uninsured Plan.

_____ a Plan funded in part with life insurance or annuity
Policies.

_____ a Fully Insured Plan.

Item 12: PRERETIREMENT DEATH BENEFIT

A. If the Plan is an Uninsured Plan, the preretirement death
benefit shall be [select one]

_____ the Qualified Preretirement Survivor Annuity.

_____ the Participant's vested Accrued Benefit.

__X__ the Participant's Accrued Benefit.

B. If the Plan is a Plan funded in part with life insurance
Policies, the preretirement death benefit shall be [select one]

_____ the death benefit provided under any life insurance
Policies issued on the Participant's life, but in no event
less than the Qualified Preretirement Survivor Annuity.

_____ the death benefit provided under any life insurance
Policies issued on the Participant's life, plus the value
of the Participant's Account.

C. If the Plan is a Fully Insured Plan, the preretirement death
benefit shall be [select one]

_____ the death benefit provided under any life insurance

<PAGE>

Policies issued on the Participant's life, but in no event
less than the Qualified Preretirement Survivor Annuity.

_____ the death benefit provided under any life insurance
Policies issued on the Participant's life, plus the cash
value of any annuity Policies held in the Participant's
Account.

In all cases, the Qualified Preretirement Survivor Annuity shall be
paid in accordance with the provisions of Section 5.06(b) and any
preretirement death benefit in excess of the value of the Qualified
Preretirement Survivor Annuity shall be paid in accordance with the
provisions of Section 4.07.

Item 13: LIFE INSURANCE

A. If the Plan is an Insured Plan, the amount of life insurance to
be purchased shall be [select one]

_____ determined in accordance with the elections made in Item
13B.

_____ determined by each Participant in accordance with the
elections made in Item 13C.

_____ determined by the Committee in a nondiscriminatory manner.

B. In the event life insurance is to be purchased pursuant to the
elections made in this Item 13B, the Committee shall direct the
Trustee to use [select one]

_____% [insert percentage less than 50%] of each annual Employer
contribution to purchase ordinary life insurance.

_____% [insert percentage not in excess of 25%] of each annual
Employer contribution to purchase term insurance.

_____% [insert percentage not in excess of 25%] of each annual
Employer contribution to purchase universal life insurance.

_____% [insert percentage] of each annual Employer contribution to
purchase a combination of ordinary life and term or universal life
insurance in such proportion as shall be determined by the
Committee, taking into account one-half (1/2) of the whole life
premium plus the term or universal life insurance premium.

In the event the percentage of annual Employer contribution set
forth above shall be insufficient to pay the premium on Policies in
force on a Participant's life during the Plan Year immediately
preceding the Plan Year for which the determination is being made,
the Committee shall, subject to the provisions of Section 3.07
[select one]

_____ direct the Trustee to pay such amount of the premium as is

<PAGE>

necessary from the Account of the Participant.

_____ direct the Trustee to surrender so much of the life
insurance as is necessary to prevent the premium from
exceeding the percentages elected in Item 13B.

_____ exercise its discretion to determine whether the premium
should be paid or part of the life insurance surrendered.

In addition to amounts available for insurance under other elections
in the Adoption Agreement, amounts held in a Participant's Account
for at least two (2) years [select one]

_____ shall

_____ shall not

be available for the payment of life insurance premiums.

In addition to amounts available for insurance under other elections
in the Adoption Agreement, amounts held in the account of a
Participant who has been such for at least five (5) years [select
one]

_____ shall

_____ shall not

be available for the payment of life insurance premiums.

C. If the Participant elects to have part of his or her Account
invested in life insurance, such life insurance shall insure [select
one]

_____ only the Participant's life.

_____ the Participant's life and/or the lives of others in whom
the Participant has an insurable interest and on whose life
the Participant elects to purchase such insurance.

In the event the provisions of Section 3.07 shall prevent the
payment of the premiums on Policies purchased in accordance with the
direction of a Participant, the Committee shall direct the Trustee
to surrender so much of the life insurance as is necessary to
prevent the premium from exceeding the limitations set forth in
Section 3.07 unless the Participant or some other person agrees to
purchase such insurance from the Plan in accordance with the
procedures set forth in applicable Prohibited Transaction
Exemptions.

D. [Complete if applicable] In the event a Participant is entitled
on initial entry to less than $_____ [insert amount not in excess of
$2000] of life insurance, until the Participant is entitled to such
amount no Policy shall be issued on the life of such Participant.

<PAGE>

E. [Complete if applicable] In the event a Participant is entitled
as of any date to an increase in life insurance benefits that is
less than $_____ [insert amount not in excess of $1000] no life
insurance Policy need be purchased until the Participant is entitled
to at least the amount set forth as additional life insurance.

F. Additional life insurance shall be purchased on the life of a
Participant until the Participant [select one]

_____ is within _____ [insert number not greater than 5] years of
his or her Normal Retirement Date.

_____ reaches his or her Normal Retirement Age.

_____ actually retires.

G. The Committee [select one]

_____ shall purchase key man insurance.

_____ shall have the right to purchase key man insurance.

_____ shall not have the right to purchase key man insurance.

Item 14: EMPLOYEE CONTRIBUTIONS [Complete if applicable]

A. [Not Applicable]

B. [Not Applicable]

C. If a voluntary contributions account is held under the Plan for
a Participant, the Participant [select one if applicable]

__X__ shall

_____ shall not

have the right to direct the investment of such account.

Item 15: VESTING

A. In any Plan Year during which the Plan is a Top-Heavy Plan, the
following vesting schedule shall apply: [select one]

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be twenty (20%) percent after two (2) Years of
Service, with an additional twenty (20%) percent vesting
for each additional Year of Service thereafter, up to a
maximum vesting in the Accrued Benefit of one hundred
(100%) percent.

__X__ Vesting in the Accrued Benefit from Employer Contributions
shall be [complete each percentage]

<PAGE>

20% [insert any percentage not less than zero] after one
(1) Year of Service;

40% [not less than 20%] after two (2) Years of Service;

60% [not less than 40%] after three (3) Years of Service;

80% [not less than 60%] after four (4) Years of Service;

100% [not less than 80%] after five (5) Years of Service.

100% after six (6) Years of Service.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be one hundred (100%) percent after _____ [insert a
number no greater than 3] Years of Service.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be one hundred (100%) percent at all times.

If the vesting schedule under the Plan shifts in or out of the above
schedule for any Plan Year because of the Plan's Top-Heavy status,
such shift is an amendment to the vesting schedule and the
provisions of Section 12.07 of the Plan apply.

B. In any Plan Year in which the Plan is not a Top-Heavy Plan, the
following vesting schedule shall apply [select one]

__X__ the schedule selected in Item 15A.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be twenty (20%) percent after three (3) Years of
Service, with an additional twenty (20%) percent vesting
for each additional Year of Service thereafter, up to a
maximum vesting in the Accrued Benefit of one hundred
(100%) percent.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be [complete each percentage]

_____% [insert percentage not less than zero] after one (1)
Year of Service;

_____% [insert percentage not less than zero] after two (2)
Years of Service;

_____% [not less than 20%] after three (3) Years of
Service;

_____% [not less than 40%] after four (4) Years of Service;

_____% [not less than 60%] after five (5) Years of Service;

_____% [not less than 80%] after six (6) Years of Service;

<PAGE>

100% after seven (7) Years of Service.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be one hundred (100%) percent after _____ [insert a
number no greater than 5] Years of Service.

_____ Vesting in the Accrued Benefit from Employer Contributions
shall be one hundred (100%) percent at all times. [Note:
this Item must be selected if the Plan excludes Employees
who have completed more than one (1) Year of Service based
on a service requirement]

C. Years of Service with the Employer shall be counted to determine
the nonforfeitable percentage in such Employee's Accrued Benefit
from Employer Contributions based on the following elections:
[select applicable exclusions]

_____ all Years of Service will be counted.

__X__ Years of Service completed before the Participant attained
Age eighteen (18) shall not be included.

_____ Years of Service during a period for which the Employee
made no mandatory contributions shall not be included.

_____ Years of Service completed before the Employer maintained
this Plan or a predecessor Plan shall not be included.

_____ Years of Service before January 1, 1971, unless the
Employee has at least three (3) Years of Service after
December 31, 1970.

_____ Years of Service before the effective date of ERISA if such
Years would have been disregarded under the break in
service rules of the Plan or prior plan in effect from time
to time before such date. For this purpose, break in
service rules are rules which result in the loss of prior
vesting or benefit accruals, or deny an Employee
eligibility to participate by reason of separation or
failure to complete a required period of service within a
specified period of time.

D. Years of Service for purposes of determining a Participant's
nonforfeitable percentage in his or her Accrued Benefit (the vesting
computation period) shall be measured over [select one]

_____ the Plan Year.

__X__ the twelve (12) consecutive month periods measured from the
date the Participant performs his or her first Hour of
Service and each anniversary thereof.

_____ the twelve (12) consecutive month period measured from each
_____ [select month and day].

<PAGE>

E. [Complete if applicable] For purposes of measuring a Year of
Participation or Service for accrual purposes, a Participant will be
credited with a Year of Participation or Service only if he or she
completes at least

1000 [insert number not more than 1000] Hours of Service during the
accrual computation period.

[Complete if applicable] For purposes of measuring a Year of
Participation or Service for vesting purposes, a Participant will be
credited with a Year of Participation or Service only if he or she
completes at least

1000 [insert number not more than 1000] Hours of Service during the
vesting computation period.

Item 16: PLAN YEAR

The Plan Year shall be [select one]

_____ the twelve (12) consecutive month period which coincides
with the Limitation Year.

__X__ the twelve (12) consecutive month period commencing on the
Effective Date and each anniversary thereof.

_____ the twelve (12) consecutive month period commencing on
_____ [insert month and day] and each anniversary thereof.

Item 17: LIMITATION YEAR

The Limitation Year shall be [select one]

_____ the twelve (12) consecutive month period selected in Item
4D.

__X__ the Plan Year.

_____ the fiscal year of the Employer.

_____ the twelve (12) consecutive month period beginning with
each _____ [insert month and day].

_____ the calendar year.

Item 18: TOP-HEAVY DETERMINATIONS

A. For purposes of establishing present value to compute the
Top-Heavy Ratio, any benefit shall be discounted based on the
following assumptions [select one]

<PAGE>

__X__ the UP-84 mortality table and interest at the rate of six
(6%) percent for both preretirement and post-retirement
purposes.

Pre-retirement [complete both items; if no mortality table
is used, insert "None"]

Interest rate _____%

Mortality Table _____

Other [insert assumptions]

Post-Retirement [complete both interest and mortality
items; complete cost of living only if applicable]

Interest rate _____%

Mortality Table _____

Cost of Living _____%

Other [insert assumptions]

B. For purposes of computing the Top-Heavy Ratio, the Valuation
Date shall be [select one]

__X__ OCT. 31ST [insert date used for computing Plan costs for
minimum funding, regardless of whether a valuation is
performed every year].

_____ the Valuation Date of the defined benefit plan.

C. Top-Heavy Minimums will be satisfied by [select one]

__X__ this Plan.

_____ another Plan.

If the Top-Heavy Minimums will be satisfied by another plan, insert
the name of such other plan: _____

If this Plan is paired with another plan maintained by the Employer,
both Plans must provide the Top-Heavy Minimums unless both Plans
provide benefits to the identical Employees.

D. An Employer who maintains both a defined benefit and defined
contribution plan which are Top-Heavy Plans shall provide a minimum
benefit or contribution in the [select one]

_____ defined benefit

_____ defined contribution

plan equal to

<PAGE>

[if the defined benefit plan is selected]

_____% of average Compensation for the five (5) highest
consecutive years after January 1, 1984, expressed as a life annuity
commencing at the Participant's Normal Retirement Date, for each
Plan Year after [insert date] _____ up to a maximum monthly pension
of _____% [insert percentage not less than 20%] of such average
Compensation.

[if the defined contribution plan is selected]

_____% of Annual Compensation for each Plan Year after _____
[insert date].

Item 19: ELECTIONS AGAINST SURVIVOR BENEFITS [check if applicable]

_____ A Participant may not make waivers concerning retirement
benefits or death benefits, and may not designate a
nonspouse as Beneficiary.

_____ A Participant may not waive the requirement that benefits
be paid in the form of a Qualified Joint and Survivor
Annuity.

_____ A Participant may not waive the requirement that a death
benefit be paid in the form of a Qualified Preretirement
Survivor Annuity.

_____ A married Participant may not designate a nonspouse
Beneficiary as his or her primary Beneficiary.

Item 20: PARTICIPANT LOANS

Loans to Participants and their Beneficiaries [select one]

__X__ are allowed.

_____ are not allowed.

If loans are available to Participants, interest paid on such loans

__X__ shall

_____ shall not

be allocated to the Accrued Benefit of the Participant or
Beneficiary borrowing the amount.

<PAGE>

Item 21: SUSPENSION OF BENEFITS

[Not Applicable]

Item 22: BENEFIT DISTRIBUTIONS

A. A Participant who reaches his or her Normal Retirement Age but
does not retire shall commence to receive his or her benefits
[select one]

_____ at his or her Normal Retirement Date.

_____ at his or her Actual Retirement Date.

__X__ at any time elected by the Participant after his or her
Normal Retirement Date.

Notwithstanding the election made in this Item 22A, no Participant
shall be required to take a distribution from the Plan prior to the
later of his or her Normal Retirement Age or his or her attainment
of Age sixty-two (62).

B. If benefits are not paid to a Participant who reaches his or her
Normal Retirement Age but does not retire, such benefits shall be
[select one]

_____ invested as part of Trust assets, with gains and losses
allocated proportionately to the Participant's Account.

__X__ invested in the manner directed by the Participant, with
the assets chosen by the Participant held in the
Participant's Account.

C. A Participant who terminates employment prior to his or her
Normal Retirement Date shall be entitled to a distribution of his or
her benefits [select one; the last two choices may be selected in
addition to any other]

_____ upon termination of employment.

__X__ upon the last day of the Plan Year in which termination of
employment occurs.

_____ upon termination of employment as a result of a disability
as defined in Section 5.03.

_____ upon the occurrence of a one-year Break in Service.

_____ upon the occurrence of _____ [insert number not greater
than 5] one-year Breaks in Service.

_____ only upon the earlier of his or her death or attainment of
his or her Normal Retirement Age.

<PAGE>

_____ upon the Valuation Date coincident with or next following
termination of employment.

__X__ In addition, distributions may be made on the Participant's
Early Retirement Date.

__X__ In addition, distributions can be made as a result of
disability as defined in Section 5.03.

No selection made under this Item 22C shall cause benefits to be
distributable later than the latest date determined under Section
4.03 of the Plan.

D. A Spouse who is entitled to a Qualified Preretirement Survivor
Annuity [select one]

_____ shall

__X__ shall not

be entitled to receive the Annuity in the form of a lump sum.

E. A Participant shall be entitled to receive a distribution of his
rollover account as defined in Section 5.12 [select one]

_____ at any time he or she requests.

__X__ at the same time as a distribution can be made from the
Plan of all or any part of his Accrued Benefit.

F. [Insert percentage if applicable] In lieu of a Qualified Joint
and Survivor Annuity, the survivor annuity payable under the
Qualified Joint and Survivor Annuity Form shall be _____% [not less
than fifty (50%) percent or more than one hundred (100%) percent] of
the amount of the annuity payable during the joint lives of the
Participant and spouse.

G. Distributions to a Participant in a profit sharing Plan shall be
available [select applicable choices]

_____ of any amounts held in the Participant's Account for at
least two (2) years.

_____ of any amounts held in the Participant's Account if the
Participant has participated in the Plan for at least five
(5) years.

__X__ only at the times and to the extent selected for
distributions of Employer contributions in other Items in
the Adoption Agreement.

<PAGE>

Item 23: OPTIONAL FORMS

A. Benefits shall be payable to a Participant only in one of the
following: [complete only if the safe harbor rule of Section
506(b)(6) is to apply]

__X__ a lump sum.

_____ a lump sum but only at death.

_____ a lump sum but only at the Participant's Normal Retirement
Date.

_____ a lump sum but only at the Participant's Normal Retirement
Date or death.

_____ a lump sum but only if the Participant is disabled as
defined in Section 5.03.

and/or a period certain as elected by the Participant, but not in
excess of _____ [insert period no greater than 20] years.

B. If the safe harbor rule of Section 5.06(b)(6) is not to apply,
benefits payable to a Participant shall be payable in any one of the
following forms, in addition to the form of a Qualified Joint and
Survivor Annuity: [check all applicable forms]

_____ an annuity for the life of the Participant.

_____ an annuity for the life of the Participant, with up to
_____ [select number of payments not in excess of 240]
monthly payments guaranteed.

_____ a lump sum.

_____ a lump sum but only if the Participant is disabled as
defined in Section 5.03.

_____ a lump sum but only at death.

_____ a lump sum but only at the Participant's Normal Retirement
Date.

_____ a lump sum but only at the Participant's Normal Retirement
Date or death.

_____ a lump sum to the Participant of the present value of the
benefit other than the survivor annuity payable under the
Qualified Joint and Survivor Annuity form, with the value
of such survivor annuity payable to the spouse upon the
death of the Participant.

_____ a joint and survivor annuity with spouse with _____ [insert
% not more than 100%, or insert the word "any"] of the
monthly pension payable to the Participant to be paid to

<PAGE>

the spouse following the death of the Participant.

_____ subject to the provisions of Section 5.06, a joint and
survivor annuity with any person with _____ [insert % not
more than 100%, or insert the word "any"] of the monthly
pension payable to the Participant to be paid to such
person on the death of the Participant.

_____ the optional form set forth in a Participant's election
pursuant to section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act, as set forth in Section 5.10.

_____ all of the optional forms listed above with the lump sum
option payable at any time.

C. If benefits are payable in a lump sum under any optional form,
such benefits shall be payable [select as applicable]

__X__ in any case in which the Participant so elects.

_____ only if the lump sum benefit has a value less than $_____
[insert dollar amount].

_____ only if the Participant executes an agreement not to
compete with the Employer, and the conditions set forth in
Section 5.07(f) have been satisfied.

D. Benefits payable to a Participant [select one]

__X__ can only be paid in one of the optional forms set forth in
Item 23A or B.

_____ can be converted to an account balance and paid in
accordance with the provisions of section 401(a)(9) as they
apply to distributions from an account balance.

Item 24: ROLLOVER ACCOUNTS

A. Rollover accounts [select one]

__X__ are permitted.

_____ are not permitted.

B. If rollover accounts are permitted, the directed investment of
rollover accounts by the Participant [select one if applicable]

_____ is permitted.

_____ is not permitted.

C. If rollover accounts are permitted, the Participant shall be
entitled to direct the investment of [select one]

<PAGE>

_____ no part

__X__ all

_____ _____% [insert percentage]

of his rollover account to the purchase of life insurance.

D. If rollover accounts are permitted and the Participant is
permitted to invest any part or all of his rollover account in life
insurance, the Participant may direct the purchase of life insurance
[check those applicable]

_____ only on the Participant's life.

_____ on the life of the Participant jointly with another in whom
the Participant has an insurable interest.

_____ on the life of any individual in whom the Participant has
an insurable interest.

Item 25: LIMITATIONS ON BENEFITS

If the Employer maintains or ever maintained another qualified plan
other than a paired money purchase or profit sharing plan in which
any Participant in this Plan is or was a Participant or could
possibly become a Participant, the Employer adopting this Plan must
complete this Item. The Employer must also complete this Item if it
maintains 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.

A. If the Participant is covered under another qualified defined
contribution Plan maintained by the Employer, other than a master or
prototype plan [select one]

_____ the provisions of Section 8.02 shall apply as if the other
plan were a master or prototype plan.

_____ [state 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]: _____ _____ _____ _____
_____

B. If the Participant is or has ever been a Participant in a
defined benefit plan other than a paired defined benefit plan
maintained by the Employer, [state the method which satisfies the
1.0 limitation of section 415(e) of the Code and precludes Employer
discretion]: _____ _____ _____ _____ _____

<PAGE>

Item 26: MISCELLANEOUS

A. The adopting 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 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.

B. This Adoption Agreement may be used only in conjunction with The
ROBERT GRATHWOHL ASSOCIATES INC. Defined Contribution Regional
Prototype Plan and Trust Agreement.

C. In the event this Adoption Agreement is improperly completed,
the Plan may not be qualified under section 401(a) of the Internal
Revenue Code.

D. The Sponsor will inform each adopting Employer of any amendments
made to the Plan or the abandonment or discontinuance of the Plan.

E. The name, address and telephone number of the Sponsor are:

ROBERT GRATHWOHL ASSOCIATES INC.
148 EAST AVENUE
SUITE 1M
NORWALK, CT 06851
203-838-0535

<PAGE>

IN WITNESS WHEREOF, the Employer and the Committee,
respectively, have caused these presents to be signed by their duly
authorized representatives and have caused their respective
corporate seals, where required, to be hereunto affixed, as of the
Effective Date.

BY: -----------------------------
Employer (signature)

-----------------------------
Title

-----------------------------
N/A
Committee Member

If no separate trust agreement is signed, the Trustees should sign
below.

-----------------------------
DAVID MURPHY
Trustee

-----------------------------
GEOFFREY RAMSEY
Trustee

-----------------------------
Trustee

EXHIBIT 24.2

------------------
DiSanto Bertoline
&
Company, P.C.
------------------
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
[LETTERHEAD]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Host America Corporation on Form S-8 of our report dated September 10,
1998, incorporated in the Annual Report on Form 10-KSB of Host America
Corporation for the year ended June 28, 1998.

/s/ DISANTO BERTOLINE & COMPANY, P.C.

Glastonbury, Connecticut
January 4, 1999