BRADFORD FUNDS INC, 485BPOS, 1996-04-24

BRADFORD FUNDS INC
485BPOS, 1996-04-24

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<PAGE> 1

As filed with the Securities and Exchange Commission on April 24, 1996

1933 Act Registration No. 33-25137
1940 Act File No. 811-5682

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / x /

Pre-Effective Amendment No. / x /

Post-Effective Amendment No. 9 / x /

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / x /

Amendment No. 11 / x /

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND
(Exact Name of Registrant as Specified in Charter)

400 Bellevue Parkway, Wilmington, DE 19809
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including
Area Code: (302) 791-9300

Copy to:
R. Patrick Shepherd, Esq. Joseph M. Berl, Esq.
J. C. Bradford & Co. Baker & Hostetler
330 Commerce Street Washington Square
Nashville, Tennessee 37201 Suite 1100
(Name and Address of Agent 1050 Connecticut Ave., N.W.
for Service) Washington, D.C. 20036

Approximate Date of Proposed Public Offering: Immediately upon effectiveness

It is proposed that this filing will become effective (check appropriate box):

immediately upon filing pursuant to paragraph (b)
-----
X on April 30, 1996 pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(1)
-----
on (date) pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
on (date) pursuant to paragraph (a)(2) of Rule 485
-----

-1-
<PAGE> 2

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Registrant has registered an indefinite number or amount of securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. On February 26, 1996, the Registrant filed its Rule 24f-2 Notice
with respect to the fiscal year ended December 31, 1995.

-2-
<PAGE> 3

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND

Registration Statement on Form N-1A

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

CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

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

<TABLE>
<CAPTION>
Form N-1A
Item No. Prospectus Heading
- -------- ------------------------
<S> <C> <C>
1. Cover Page . . . . . . . . . . . . . . . . Cover Page

2. Synopsis . . . . . . . . . . . . . . . . . Fund Expenses

3. Condensed Financial Information. . . . . . Financial Highlights; Yield Information

4. General Description of
Registrant . . . . . . . . . . . . . . . Cover Page; The Fund;
Investment Objective
and Policies

5. Management of the Fund . . . . . . . . . . Management

5A. Management's Discussion of Fund
Performance . . . . . . . . . . . . . . Not Applicable

6. Capital Stock and Other
Securities . . . . . . . . . . . . . . . Description of Shares;
Determination of Net
Asset Value; Dividends
and Distributions;
Taxes; Other Information

7. Purchase of Securities Being
Offered. . . . . . . . . . . . . . . . . Cover Page; Fund
Expenses; Purchase and
Redemption of Shares;
Distribution of Shares;
Determination of Net
Asset Value

8. Redemption or Repurchase . . . . . . . . . Fund Expenses; Purchase
and Redemption of Shares

9. Pending Legal Proceedings. . . . . . . . . None

</TABLE>

<PAGE> 4

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
(302) 791-9300

The Bradford Funds, Inc. (the "Company") is an open-end, diversified
management investment company authorized to issue shares of multiple portfolios.
The Company is currently offering shares of one portfolio, The Bradford Money
Fund (the "Money Fund" or the "Fund"). The investment objective of the Money
Fund is to provide as high a level of current interest income as is consistent
with maintaining liquidity and stability of principal. It seeks to achieve this
objective by investing in high quality, U.S. dollar-denominated money market
instruments such as short-term U.S. Government securities, bank certificates of
deposit, commercial paper and repurchase agreements.

For more detailed information on how to purchase or redeem shares of the
Fund, please refer to the section of this Prospectus entitled "Purchase and
Redemption of Shares."

THE SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK, NOR ARE SUCH SHARES FEDERALLY INSURED OR GUARANTEED BY THE
U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE
BOARD OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND INVOLVES
CERTAIN INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. THE FUND
WILL ATTEMPT TO MAINTAIN A CONSTANT NET ASSET VALUE OF $1.00 PER SHARE, ALTHOUGH
THERE CAN BE NO ASSURANCE THAT IT WILL ALWAYS BE ABLE TO DO SO.

J.C. Bradford & Co. LLC acts as distributor and transfer agent for the
Fund's shares, and Bradford Capital Management, Ltd. serves as investment
adviser for the Fund.

This Prospectus contains concise information that a prospective investor
should know before investing. Please read it carefully and keep it for future
reference. A Statement of Additional Information, dated April 30, 1996, has been
filed with the Securities and Exchange Commission and is incorporated by
reference into this Prospectus. It may be obtained free of charge upon oral or
written request of the Fund at the address and telephone number set forth above.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

PROSPECTUS APRIL 30, 1996

<PAGE> 5

CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fund Expenses........................................................................... 2
Financial Highlights.................................................................... 3
Yield Information....................................................................... 4
The Fund................................................................................ 4
Investment Objective and Policies....................................................... 4
Purchase and Redemption of Shares....................................................... 8
Determination of Net Asset Value........................................................ 11
Management.............................................................................. 11
Distribution of Shares.................................................................. 13
Dividends and Distributions............................................................. 13
Taxes................................................................................... 14
Description of Shares................................................................... 14
Other Information....................................................................... 15
</TABLE>

FUND EXPENSES
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge on Purchases.............................................. None
Maximum Sales Charge on Reinvested Dividends................................... None
Redemption Fees or Deferred Sales Charge....................................... None
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
Advisory Fee................................................................... .38%
Rule 12b-1 (Distribution Plan) Fees............................................ .19%(1)
Other Expenses................................................................. .23%
Administration Fee.......................................................... .05 %
Transfer Agency Fees........................................................ .13 %
Other....................................................................... .05 %
Total Fund Operating Expenses............................................. .80%
</TABLE>

The purpose of the above table is to assist investors in understanding the
various costs and expenses that an investor in shares of the Money Fund can be
expected to bear directly (shareholder transaction expenses) or indirectly
(annual operating expenses). "Other Expenses" includes such expenses as
custodial, transfer agent and administration fees and audit, legal, printing and
other business operating expenses, but excludes extraordinary expenses or any
fees charged by J.C. Bradford & Co. LLC to its customer accounts which may have
invested in shares of the Money Fund. For further details, see "MANAGEMENT" and
"DISTRIBUTION OF SHARES."

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

(1)For the year ended December 31, 1995 and the year ending December 31,
1996, J.C. Bradford & Co. has agreed with the Company voluntarily to reduce the
amount of its Rule 12b-1 Fees to the extent necessary to cause Total Fund
Operating Expenses to not exceed .80%. Absent such voluntary fee reduction, Rule
12b-1 Fees and Total Fund Operating Expenses for the year ended December 31,
1995 would have been .20% and .81%, respectively. (See "DISTRIBUTION OF
SHARES.")

2
<PAGE> 6

The following example applies the above-stated expenses to a hypothetical
$1,000 investment in the Fund over the time periods shown below, assuming a 5%
annual rate of return on the investment and also assuming that the shares were
redeemed at the end of each stated period and that all dividends and
distributions were reinvested. The amounts of expenses shown below are
cumulative for the periods shown.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------ ------- ------- --------
<S> <C> <C> <C>
$8 $26 $44 $ 99
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. EXPENSES ARE SUBJECT TO CHANGE AND ACTUAL EXPENSES MAY BE LESS OR
GREATER THAN THOSE ILLUSTRATED ABOVE.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The following data with respect to a share of the Fund outstanding during
the periods indicated has been derived from financial statements audited by
Deloitte & Touche LLP, independent auditors for the Company, as indicated in
their report which is included in the Statement of Additional Information and
may be obtained by shareholders. Further financial information is included in
the Statement of Additional Information.

SELECTED FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
FOR THE
PERIOD
FEBRUARY 8,
FOR THE FOR THE FOR THE FOR THE FOR THE FOR THE 1989(A)
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1993 1992 1991 1990 1989
------------ ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------ ------------ ------------ ------------ ------------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income....... .0515 .0343 .0247 .0308 .0531 .0736 .0747
Net Realized Gain on
Investments............... -- -- -- .0001 -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total From Investment
Operations............ .0515 .0343 .0247 .0309 .0531 .0736 .0747
------------ ------------ ------------ ------------ ------------ ------------ ------------
LESS DISTRIBUTIONS:
Dividend to Shareholders
from Net Investment
Income.................... (.0515) (.0343) (.0247) (.0308) (.0531) (.0736) (.0747)
Dividend to Shareholders
from Net Realized Gains... -- -- -- (.0001) -- -- --
------------ ------------ ------------ ------------ ------------ ------------ ------------
Total Distributions... (.0515) (.0343) (.0247) (.0309) (.0531) (.0736) (.0747)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Net Asset Value, End of
Period...................... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============ ============ ============ ============ ============ ============
TOTAL RETURN.................. 5.28% 3.48% 2.50% 3.13% 5.44% 7.61% 8.73%(c)
RATIO/SUPPLEMENT DATA:
Net Assets, End of Period
(in thousands)............ $1,009,370 $677,177 $719,337 $652,622 $605,089 $542,724 $470,485
Ratio of Expenses to Average
Daily Net Assets.......... .80%(b) .80%(b) .81%(b) .85% .88% .92% .97%(c)
Ratio of Net Investment
Income to Average Daily
Net Assets................ 5.15%(b) 3.39%(b) 2.47%(b) 3.08% 5.31% 7.36% 8.33%(c)
</TABLE>

- ------------
(a) Commencement of Operations
(b) During the period a portion of the Distribution fees was voluntarily
reduced. If such voluntary fee reduction had not occurred, the Ratio of
Expenses to Average Daily Net Assets would have been .81%, .83% and .84%,
respectively, and the Ratio of Net Investment Income to Average Daily Net
Assets would have been 5.14%, 3.36% and 2.44%, respectively.
(c) Annualized.

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<PAGE> 7

YIELD INFORMATION
- --------------------------------------------------------------------------------

The yield of any investment is generally a function of investment
objective, portfolio quality and maturity, and operating expenses. The yield on
shares of the Money Fund will fluctuate and the yield for any given period is
not an indication or representation of future results. Any fees charged by J.C.
Bradford & Co. LLC or any of its affiliates to its customer accounts which may
have invested in shares of the Money Fund will not be included in such yield
calculations; such fees, if included, would reduce the actual yields from those
quoted.

From time to time the Money Fund may advertise "yield" and "effective
yield." Both yield figures are based on historical earnings and are not intended
to indicate future performance. The "yield" of the Money Fund refers to the
income generated by an investment in the Fund over a seven-day period (which
period will be stated in the advertisement). This income is then "annualized."
That is, the amount of income generated by the investment during that seven days
is assumed to be generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is calculated similarly but,
when annualized, the income earned by an investment in the Fund is assumed to be
reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment.

THE FUND
- --------------------------------------------------------------------------------

The Bradford Funds, Inc. (the "Company") is an open-end diversified
management investment company authorized to issue shares of multiple portfolios.
The Company is currently offering shares of one investment portfolio, The
Bradford Money Fund (the "Money Fund" or the "Fund"). Accordingly, the "Company"
and the "Money Fund" (or the "Fund") are used interchangeably in this
Prospectus, unless the context indicates otherwise. The directors of the Company
may determine to offer shares of additional portfolios in the future.

The Company was incorporated in Maryland on October 26, 1988, and commenced
operations on February 8, 1989.

INVESTMENT OBJECTIVE AND POLICIES
- --------------------------------------------------------------------------------

GENERAL

The Money Fund's investment objective is to provide as high a level of
current interest income as is consistent with maintaining liquidity and
stability of principal. There is no assurance that the investment objective of
the Money Fund will be achieved.

Portfolio obligations held by the Money Fund will have remaining maturities
of 397 days (13 months) or less (except that portfolio securities which are
subject to repurchase agreements may bear maturities exceeding 397 days if such
agreements call for delivery in 397 days or less). The dollar-weighted average
maturity of the Money Fund will be 90 days or less. In pursuing its investment
objective, the Fund may invest in a broad range of high quality, U.S. dollar-
denominated instruments, such as short-term U.S. Government securities, bank
certificates of deposit, commercial paper and repurchase agreements, that may be
available in the money markets and that meet the requirements set forth in the
following paragraph ("Money Market Instruments").

All instruments at the time of purchase (i) will be determined by the
Fund's adviser, pursuant to guidelines established by the Company's Board of
Directors, to present minimum credit risk and (ii) will be "Eligible Securities"
as defined in the rules under the Investment Company Act of 1940, as amended
(the "1940 Act"). "Eligible Securities" include (i) securities rated by at least
two major rating organizations ("Rating Agencies") in one of the two highest

4
<PAGE> 8

short-term rating categories for short-term debt obligations (or, for securities
rated by only one Rating Agency, so rated by such Rating Agency) and (ii) for
securities that are unrated, those determined to be of comparable quality
pursuant to guidelines established by the Company's Board of Directors. Pursuant
to the rules under the 1940 Act, the Fund is also required to diversify its
investments so that, with minor exceptions and except for United States
Government securities, (a) not more than 5% of its total assets is invested in
securities of any one issuer, (b) not more than 5% of its total assets is
invested in securities of issuers rated by Rating Agencies at the time of
investment in the second highest rating category for short-term debt obligations
or deemed to be of comparable quality to securities rated in the second highest
rating category for short-term debt obligations ("Second Tier Securities") and
(c) not more than the greater of 1% or one million dollars is invested in the
securities of any one issuer that are Second Tier Securities; however, the Fund
does not currently intend to invest in any Second Tier Securities.

The Rating Agencies and their respective short-term rating categories are
described in the Appendix to the Statement of Additional Information.

MONEY MARKET INSTRUMENTS

The following descriptions illustrate the types of Money Market Instruments
in which the Fund may invest.

(1) U.S. GOVERNMENT OBLIGATIONS. The Money Fund may purchase obligations
issued or guaranteed by the U.S. Government or its agencies and
instrumentalities ("U.S. Government securities"). Obligations of certain
agencies and instrumentalities of the U.S. Government (e.g., U.S. Treasury notes
and bills) are backed by the full faith and credit of the United States. Others
are backed by the right of the issuer to borrow from the U.S. Treasury (e.g.,
obligations of the Private Export Funding Corporation) or are backed only by the
credit of the agency or instrumentality issuing the obligation (e.g.,
obligations of the Federal Home Loan Bank and the Farm Credit System).

The Fund may also invest in separately traded principal and interest
components of securities issued or guaranteed by the U.S. Treasury. The
principal and interest components of selected securities are traded
independently under the Separate Trading of Registered Interest and Principal of
Securities Program ("STRIPS"). Under the STRIPS program, the principal and
interest components are individually numbered and separately issued by the U.S.
Treasury at the request of depository financial institutions, which then trade
the component parts independently.

(2) BANK OBLIGATIONS. The Money Fund may purchase U.S. dollar-denominated
bank obligations, such as certificates of deposit, bankers' acceptances and time
deposits, including instruments issued or supported by the credit of U.S. or
foreign banks or savings institutions. Such investments will be limited to banks
having total assets at the time of purchase in excess of $10 billion. The Fund
may invest in obligations of foreign banks, domestic branches of foreign banks
and foreign branches of U.S. banks which the investment adviser believes present
minimal credit risk and which are Eligible Securities. Such investments may
nevertheless entail risks that are different from those of investments in U.S.
banks and domestic branches thereof due to differences in political, regulatory
and economic systems and conditions.

(3) COMMERCIAL PAPER. The Money Fund may purchase commercial paper rated
(at the time of purchase) in accordance with the guidelines set forth above
under "General." The Money Fund may also purchase unrated commercial paper or
other corporate obligations, provided that such obligations are due within 397
days of the date of purchase and are determined by the Fund's investment adviser
to be of comparable quality pursuant to guidelines approved by the Company's
Board of Directors. Such guidelines provide, for instance, that unrated
instruments may be purchased when the issuer's obligation to pay the principal
of and interest on the unrated instrument is supported by an irrevocable,
unconditional letter or line of credit, commitment to lend or guarantee which
was not in effect at the time the instrument was rated, which has a term
coextensive with that of the underlying instrument, and which is of sufficient
quality to ensure that the instrument is comparable to instruments that are
rated within the allowed ratings.

5
<PAGE> 9

Commercial paper issues in which the Money Fund may invest include
securities issued by corporations without registration under the Securities Act
of 1933 (the "1933 Act") in reliance on the exemption from such registration
afforded by Section 3(a)(3) thereof, and commercial paper issued in reliance on
the so-called "private placement" exemption from registration which is afforded
by Section 4(2) of the 1933 Act ("Section 4(2) paper"). Section 4(2) paper is
restricted as to disposition under the Federal securities laws, and generally is
sold to institutional investors such as the Fund who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale must also generally be made in an exempt transaction. Section 4(2)
paper is normally resold to other institutional investors through or with the
assistance of the issuer or investment dealers who make a market in Section 4(2)
paper, thus providing liquidity. Pursuant to procedures adopted by the Board of
Directors of the Company, the Fund's investment adviser may determine Section
4(2) paper to be liquid if such paper is readily saleable.

(4) VARIABLE RATE NOTES. The Money Fund may purchase variable rate demand
notes, which are unsecured instruments that permit the indebtedness thereunder
to vary (subject to an agreed maximum) and provide for periodic adjustments in
the interest rate. Although the notes are not normally traded and there may be
no active secondary market in the notes, the Fund will be able (at any time or
during specified periods not exceeding thirteen months, depending upon the note
involved) to demand payment of any such note. The Money Fund may also acquire
variable rate notes. A variable rate note is one whose terms provide for the
adjustment of its interest rate on set dates and which, upon such adjustment,
can reasonably be expected to have a market value that approximates its par
value. Variable rate demand notes and variable rate notes are not typically
rated by credit rating agencies, but the notes must be determined by the Fund's
investment adviser to be of comparable quality to the Fund's other commercial
paper investments pursuant to the guidelines of the Company's Board of Directors
referred to above. The Money Fund invests in variable rate demand notes and
variable rate notes only when the Fund's investment adviser believes the
investment to involve minimal credit risk.

(5) REPURCHASE AGREEMENTS. The Money Fund may enter into repurchase
agreements with respect to (i) U.S. Government securities and (ii) securities
which are rated by at least two Rating Agencies (or by the only Rating Agency
that has rated the security) in the highest short-term rating category, or
comparable unrated securities, except that such securities may have maturities
in excess of 397 days. A repurchase agreement involves the Fund's purchase of
securities subject to the seller's agreement, at the time of sale, to repurchase
the securities at an agreed upon time and place. Although the securities held by
the Money Fund subject to a repurchase agreement may have stated maturities
exceeding 397 days, the repurchase agreement must call for delivery in less than
397 days. The Fund may enter into repurchase agreements only with banks whose
securities would be acceptable for purchase by the Fund and non-bank dealers of
U.S. Government securities that are listed on the Federal Reserve Bank of New
York's list of reporting dealers. The Fund's investment adviser will also
consider the creditworthiness of a seller in determining whether to have the
Fund enter into a repurchase agreement and will continue to monitor the
creditworthiness of the seller during the term of the repurchase agreement. The
seller under a repurchase agreement will be required to maintain securities in a
segregated account having a value (marked to market daily) not less than 100% of
the repurchase price (including an amount representing accrued interest).
Default by the seller would, however, expose the Fund to possible losses which
may include a decline in value of such securities to an amount less than 100% of
the repurchase price and any loss resulting from any delay in foreclosing on
such securities.

6
<PAGE> 10

OTHER INVESTMENT PRACTICES

The following is a description of other types of investment practices in
which the Money Fund may engage:

(1) REVERSE REPURCHASE AGREEMENTS. The Money Fund may enter into
reverse repurchase agreements with respect to portfolio securities for
temporary purposes such as the funding of redemption requests. Reverse
repurchase agreements are repurchase agreements in which the Fund is the
seller of, rather than the purchaser of, securities and agrees to
repurchase them at an agreed upon time and place. At the time the Fund
enters into a reverse repurchase agreement, it will place in a segregated
custodial account liquid assets such as U.S. Government securities or other
liquid high quality debt securities having a value equal to or greater than
the repurchase price (including an amount representing accrued interest)
and will subsequently monitor the account to ensure that such value is
maintained. Reverse repurchase agreements involve the risk that the market
value of the securities sold by the Fund may decline below the price of the
securities the Fund is obligated to repurchase. The use of reverse
repurchase agreements is considered to be borrowing by the Fund under the
1940 Act.

(2) WHEN-ISSUED SECURITIES. The Money Fund may purchase Money Market
Instruments on a "when-issued" basis. When-issued securities are securities
purchased for delivery beyond the normal settlement date at a stated price
and yield. The Fund will generally not pay for such securities or start
earning interest on them until they are received. Securities purchased on a
when-issued basis are recorded as an asset (with the purchase price being
recorded as a liability) at the time the commitment is entered into and are
subject to changes in value prior to delivery based upon changes in the
general level of interest rates. The Fund expects that commitments to
purchase when-issued securities will not exceed 25% of the value of its
total assets absent unusual market conditions. The Fund does not intend to
purchase when-issued securities for speculative purposes but only in
furtherance of its investment objective.

OTHER INFORMATION

The Money Fund will limit its purchase of illiquid obligations to 10% of
the value of the Fund's total assets. Illiquid obligations include time deposits
with maturities longer than seven days, securities with restrictions on
disposition, Section 4(2) paper which is not determined to be liquid, and
repurchase agreements with maturities longer than seven days.

INVESTMENT RESTRICTIONS

The Money Fund's policies described above may be changed by the Company's
Board of Directors without the affirmative vote of the holders of a "majority of
the outstanding shares" of the Fund as defined in the Statement of Additional
Information. The Fund may not, however, change its investment objective or
certain of its investment restrictions, including those summarized below,
without such a vote of shareholders. A more detailed description of the
following investment restrictions, together with other investment restrictions
that cannot be changed without such a vote of shareholders, is contained in the
Statement of Additional Information under "Investment Objective and Policies."

The Money Fund may not:

(1) Borrow money, except from banks for temporary purposes and except
for reverse repurchase agreements, and then in amounts not in excess of 10%
of the value of the Fund's assets; or mortgage, pledge or hypothecate any
of its assets except in connection with any such borrowing and in amounts
not in excess of 10% of the value of the Fund's assets; or purchase
portfolio securities while borrowings in excess of 5% of the value of the
Fund's assets are outstanding;

7
<PAGE> 11

(2) Invest 25% or more of its total assets in the securities of
issuers in any particular industry (other than U.S. Government securities
or repurchase agreements relating thereto or obligations of domestic
branches of U.S. banks and those U.S. branches of foreign banks that are
subject to the same regulation as U.S. banks); or

(3) Purchase securities of any one issuer, other than U.S. Government
securities and repurchase agreements relating thereto, if immediately after
such purchase more than 5% of the value of its total assets would be
invested in the securities of such issuer, or more than 10% of the
outstanding securities of any class (taking all debt issues of an issuer as
a single class) or more than 10% of the outstanding voting securities of
such issuer would be owned by the Fund, except that up to 25% of the value
of the Fund's total assets may be invested without regard to such 5%
limitation.

Notwithstanding the foregoing paragraph, in order to maintain a stable net
asset value per share, the Money Fund follows the practice of limiting its
investment in the securities of any one issuer in the manner prescribed by Rule
2a-7 of the 1940 Act. Those limitations are described above under "INVESTMENT
OBJECTIVE AND POLICIES -- General."

If a percentage restriction is adhered to at the time of an investment,
borrowing or other designated action, a later increase or decrease in percentage
resulting from changes in values or assets will not constitute a violation of
such restriction.

PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

PURCHASE PROCEDURES

GENERAL. Shares of the Money Fund are offered without a sales charge on a
continuous basis by J.C. Bradford & Co. LLC, the Fund's Distributor ("Bradford"
or the "Distributor") exclusively to customers of Bradford and other
broker-dealers which may in the future enter into dealer agreements with the
Distributor. All investments must be made through your Bradford account
executive or such other broker-dealers. The Distributor's principal office is
located at 330 Commerce Street, Nashville, Tennessee 37201.

The minimum initial investment in the Fund is $250 ($100 for retirement
accounts), with no minimum subsequent investment. These minimums, however, are
not applicable to purchases made under a cash management program offered by
Bradford or another broker-dealer. See "Purchases Pursuant to BCM Program"
below. The Distributor in its sole discretion may accept or reject any order for
purchases of shares.

In the interests of economy and convenience, share certificates will not be
issued. All purchases and redemptions of shares and dividend reinvestments will
be confirmed to the shareholder in the individual account statement which will
generally be sent to all shareholders monthly by Bradford or other participating
broker-dealers.

Shares of the Money Fund are offered at the net asset value per share next
determined following receipt of an order by the Fund. The net asset value per
share for the Fund is normally expected to be $1.00. See "DETERMINATION OF NET
ASSET VALUE."

PURCHASES PURSUANT TO BRADFORD'S REGULAR SECURITIES ACCOUNT. Purchases of
shares of the Fund may be made through a regular cash securities account
maintained with Bradford. Such an account may be opened and maintained at no
charge to investors. Bradford accountholders may elect optional check writing
privileges. See "Redemption Procedures -- Redemption by Check." Any available
cash in an account with at least the minimum required investment in the Money
Fund is automatically invested at least once a week in additional shares of the
Money Fund or in shares of one of two other no-load mutual funds designated by
the accountholder and made available in connection with the account. Available
cash is transmitted to the Fund for investment after the close of business on
the date on which it becomes subject to automatic investment and is invested in
the Fund at 12:00 noon on the following business day.

8
<PAGE> 12

Available cash subject to weekly automatic investment is typically invested at
12:00 noon on the last business day of each week. Shares so purchased will
receive the next dividend declared after such shares are issued, which will be
immediately prior to the 4:00 p.m. pricing on that business day. See
"DETERMINATION OF NET ASSET VALUE."

Shares of the Fund are redeemed automatically at net asset value as
necessary to satisfy debit balances resulting from settlement of securities
transactions, to satisfy checks written in connection with the check writing
privilege or otherwise arising under the account. See "Redemption
Procedures -- Redemption by Check." Bradford reserves the right to waive or
modify criteria for participation in an account or to terminate participation in
an account for any reason.

PURCHASES PURSUANT TO BCM PROGRAM. Shares of the Money Fund may be
purchased in connection with the BCM program pursuant to which available cash
will be automatically invested periodically in shares of the Fund. The BCM
program is an integrated financial services account under which participants
maintain a conventional margin account known as a Securities Account that may be
used to purchase and sell securities and options on margin or on a fully-paid
basis. Participants must pay all customary transaction fees incurred in the use
of a margin account, including normal brokerage fees for securities and options
transactions and interest on margin loans, if any. Available cash in the
Securities Account is automatically invested daily in shares of the Money Fund,
in shares of one of two other no-load mutual funds designated by the participant
and made available in connection with the account, or in the Bradford credit-
interest program. Available cash is transmitted to the Fund for investment after
the close of business on the date on which it becomes subject to automatic
investment and is invested in the Fund at 12:00 noon on the following business
day. Shares so purchased will receive the next dividend declared after such
shares are issued, which will be immediately prior to the 4:00 p.m. pricing on
that business day.

Shares of the Fund are redeemed automatically at net asset value as
necessary to satisfy debit balances resulting from settlement of securities
transactions or otherwise arising under the BCM program as a result, for
example, of transactions made using the program's optional Visa Gold Card or to
satisfy checks written in connection with the program's check writing privilege
on an account maintained at PNC Bank, N.A. ("PNC"). Bradford will charge
participants in the BCM program an annual administrative fee of up to $80 to
cover fees and administrative and processing costs incurred in connection with
the services provided by PNC, as well as the cost of establishing, maintaining
and servicing the BCM program. See the BCM Program Agreement, available from
your Bradford account executive, for the specific terms and conditions of the
Visa Gold card and check writing features.

Bradford reserves the right to waive or modify criteria for participation
in the BCM program or to terminate participation in the BCM program for any
reason. For more information on the BCM program, contact your Bradford account
executive.

Bradford is the only firm which currently proposes to offer purchases of
the Money Fund's Shares pursuant to such a program. Other brokerage firms may
offer similar arrangements in the future. The manner and frequency with which
such automatic purchases will be effected will depend upon the terms of the
particular program. (For a summary of the manner and frequency with which
automatic purchases will be effected under the BCM program, see the third
preceding paragraph.) Purchases made under such a program will be effected
through your brokerage account at the participating brokerage firm. Investments
made pursuant to such a program are not subject to the Fund's minimum investment
requirements; however, a participating brokerage firm may impose its own minimum
initial and subsequent investment requirements. Under such a program, shares of
the Fund are automatically redeemed as necessary to satisfy a participant's
debit balance in the account with the participating firm. Additional
requirements or charges not described in this Prospectus may be imposed by
participating brokerage firms, but are not imposed by the Fund. Investors are
referred to descriptions of brokerage firms' programs for specific information
regarding services offered and applicable charges.

9
<PAGE> 13

RETIREMENT PLANS. The Distributor maintains prototype plans for Individual
Retirement Accounts ("IRAs") and Simplified Employee Pension Accounts and a
prototype defined contribution plan with adoption agreements for a profit-
sharing plan feature, a money purchase pension plan feature, and a cash or
deferred arrangement (401(k) plan). The Distributor will act as custodian for
such accounts. Money Fund shares may be purchased in conjunction with any such
account. For further information as to applications and annual fees, contact the
Distributor or your Bradford account executive.

REDEMPTION PROCEDURES

AUTOMATIC REDEMPTION. Bradford will redeem each day a sufficient number of
shares of the Money Fund to cover debit balances created by transactions through
the BCM program or in regular accounts. For debit balances resulting from the
settlement of securities transactions, Fund shares will be redeemed at 12:00
noon on the date of settlement, and for all other transactions that result in a
debit balance or charge (except those described below), Fund shares will be
redeemed at 12:00 noon on the following business day. Bradford also reserves the
right to redeem shares of the Money Fund held in an Account which Bradford has
terminated as described above under "Purchase Procedures -- Purchases Pursuant
to the BCM Program."

REDEMPTION BY REQUEST. Shares of the Money Fund, in any amount, may be
redeemed at any time at their current net asset value next determined after a
request is received by the Fund. To redeem shares of the Money Fund, an investor
must make a redemption request orally or in writing through his or her Bradford
account executive or other broker-dealer. Immediately following the receipt of
such a request, the account executive or broker-dealer will transmit such
request to the Distributor, which will forward requests for redemption to the
Fund by 12:00 noon on each business day.

REDEMPTION BY CHECK. As discussed above under "Purchases Pursuant to BCM
Program," check writing privileges are included in the BCM program, and may be
available through a brokerage account or similar program at a participating
brokerage firm. Upon request, the Money Fund will provide any investor who does
not have check writing privileges in connection with his or her brokerage
account with forms of drafts ("checks") payable through PNC. These checks may be
made payable to the order of anyone, and are subject to a minimum amount of
$500. There is no per-check charge. An investor wishing to use this check
writing redemption procedure should complete specimen signature cards available
from his or her Bradford account executive. For a fee imposed by PNC, an
investor will be able to stop payment on a check redemption. The Fund or PNC may
terminate this redemption service at any time upon 30 days' prior notice and
neither shall incur any liability for honoring checks, for effecting redemptions
to pay checks, nor for returning checks which have not been accepted.

When a check is presented to PNC for clearance, Bradford, as transfer
agent, will cause the Money Fund to redeem a sufficient number of full and
fractional shares owned by the shareholder to cover the amount of the check.
This procedure enables the shareholder to continue to receive dividends on those
shares equalling the amount being redeemed by check until such time as the check
is presented to PNC. Checks may not be presented for cash payment at the offices
of PNC because, under rules under the 1940 Act, redemptions may be effected only
at the redemption price next determined after the redemption request is
presented to J.C. Bradford & Co. LLC as the Fund's transfer and dividend
disbursing agent. This limitation does not affect checks used for the payment of
bills or cashed at other banks.

ADDITIONAL REDEMPTION INFORMATION. Ordinarily, the Money Fund will make
payment for all shares redeemed within one business day, but in no event (except
as described below) will payment be made more than seven days after receipt by
the Fund of a redemption request. However, payment may be postponed or the right
of redemption (by any of the above-described methods) suspended for more than
seven days under unusual circumstances, such as

10
<PAGE> 14

when trading is not taking place on the New York Stock Exchange. Payment of
redemption proceeds may also be delayed for a period of up to fifteen days after
purchase pending clearance of any check delivered in payment for those shares.

The Fund imposes no charge when shares are redeemed. The Fund reserves the
right to redeem any account involuntary upon 30 day's prior written notice if
such account falls below the minimum initial investment. Accordingly, a
shareholder making a minimum investment may not redeem any portion of his or her
investment without becoming subject to possible involuntary liquidation.

DETERMINATION OF NET ASSET VALUE
- --------------------------------------------------------------------------------

The net asset value per share of the Money Fund for the purpose of pricing
purchase and redemption orders is determined twice each day, once at 12:00 noon
Eastern time and once as of the close of trading (currently 4:00 p.m Eastern
time) on the New York Stock Exchange ("NYSE") (and immediately after the Fund
has declared any applicable dividend) on each day that the NYSE and the Federal
Reserve Bank of Philadelphia (the "FRB") are both open for business. Currently,
the NYSE or the FRB, or both, are closed on the following holidays as legally
observed: New Year's Day, Martin Luther King's Birthday, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day and Christmas Day. The Fund's net asset value per share is
calculated by adding the value of all securities and other assets of the Fund,
subtracting its liabilities and dividing the result by the number of its
outstanding shares.

The Money Fund seeks to maintain a net asset value of $1.00 per share for
purposes of purchases and redemptions, and values its portfolio securities on
the basis of the amortized cost method of valuation described in the Statement
of Additional Information under the heading "VALUATION OF SHARES." There can be
no assurance that net asset value per share will not vary.

MANAGEMENT
- --------------------------------------------------------------------------------

BOARD OF DIRECTORS

The business and affairs of the Company and the Money Fund are managed
under the direction of the Company's Board of Directors in accordance with the
laws of Maryland governing corporations.

INVESTMENT ADVISER

Bradford Capital Management, Ltd. (the "Adviser") serves as the investment
adviser for the Money Fund. The address of the Adviser is J.C Bradford Financial
Center, 330 Commerce Street, Nashville, Tennessee 37201.

The Adviser was formed on September 15, 1988, as a Tennessee limited
partnership for the purpose of becoming the Company's investment adviser. J.C.B.
Financial Services, Inc. acts as the general partner to the Adviser (the
"General Partner") and J.C. Bradford & Co. LLC, a Tennessee limited liability
company ("Bradford" or the "Distributor"), is the Adviser's limited partner.

The General Partner is a wholly owned subsidiary of Bradford & Co.,
Incorporated ("Bradford Incorporated"). Bradford Incorporated, through the
General Partner and other subsidiaries, is engaged in various aspects of the
financial services industry. All of the outstanding voting securities of
Bradford Incorporated are owned by various partners of Bradford. Bradford is an
investment firm which conducts a substantial brokerage and investment banking
business and also acts as the Distributor and transfer agent for the Fund.

11
<PAGE> 15

Subject to the authority of the Company's Board of Directors, the Adviser
furnishes the Money Fund with investment advice and, in general, supervises the
investment program of the Fund. The Adviser furnishes, at its own expense,
office space, equipment and personnel (other than the services of directors of
the Company who are not affiliated persons of the Adviser as defined in the 1940
Act) for supervising the investment program of, and placing orders for the
portfolio transactions for, the Fund.

For the advisory services provided and expenses assumed by it, the Adviser
receives from the Fund a fee, computed daily and payable monthly, at an annual
rate of .40% of the first $500 million of the Fund's daily net assets and .35%
of daily net assets in excess of $500 million. For 1995, the fee approximated
.38% of the Fund's average net assets. The Adviser may in its discretion from
time to time agree to waive voluntarily all or any portion of its advisory fee
or to reimburse the Fund for a portion of the expenses of its operations.
Currently the Adviser has agreed to waive indefinitely 5 basis points or charge
only .30% on the Fund's average daily net assets in excess of $1 billion.

ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

PFPC, Inc. ("PFPC"), a wholly-owned subsidiary of PNC Bank Corp., a
multi-bank holding company, serves as the Money Fund's administrator. PFPC's
address is 400 Bellevue Parkway, Wilmington, Delaware 19809.

The administrative services to be provided by PFPC include maintenance of
the Fund's books and records, preparation of regulatory filings and shareholder
reports, and computation of net asset values and daily dividends. For these
services to the Fund, PFPC receives a fee, computed daily and payable monthly,
at an annual rate of .10% of the first $200 million of the Fund's daily net
assets, .075% of the next $200 million of net assets, .05% of the next $200
million of net assets, .025% of the next $100 million of net assets, and .01% of
net assets over $700 million.

Bradford, 330 Commerce Street, Nashville, Tennessee 37201, serves as the
Fund's transfer and dividend disbursing agent.

EXPENSES

The expenses of the Money Fund are deducted from the total income of the
Fund before dividends are paid. These expenses include all expenses of the Fund
which are not expressly assumed by the Adviser, PFPC, the Distributor or the
transfer agent under their respective agreements with the Fund. For 1995, the
Fund's total operating expenses were approximately .80% of its average net
assets.

The Adviser has agreed to reimburse the Fund for the amount, if any, by
which the total operating and management expenses of the Fund for any fiscal
year exceeds the most restrictive applicable state blue sky expense limitation
in effect from time to time, to the extent required by such limitation. The
Adviser may assume additional expenses of the Fund or waive a portion of its
compensation from time to time, in its discretion, and to the extent that the
Adviser assumes additional expenses of the Fund or the Fund has withheld payment
of any portion of the Adviser's compensation during the fiscal year, the Adviser
may determine at any time prior to the end of such fiscal year whether or not to
be reimbursed by the Fund for such expenses or to waive its entitlement to such
compensation. Assumption of additional expenses or waiver of a portion of the
Adviser's compensation will have the effect of lowering the Fund's overall
expense ratio and of increasing yield to investors.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The portfolio securities in which the Money Fund invests are traded
primarily in the over-the-counter market. Where possible, the Fund will deal
directly with the dealers who make a market in the securities involved except in
those circumstances where better prices and execution are available elsewhere.
Such dealers usually are acting as

12
<PAGE> 16

principal for their own account. On occasion, securities may be purchased
directly from the issuer. Such portfolio securities are generally traded on a
net basis and do not normally involve either brokerage commissions or transfer
taxes. The cost of executing portfolio transactions will primarily consist of
dealer spreads and underwriting commissions. Under the 1940 Act, persons
affiliated with the Fund are prohibited from dealing with the Fund as a
principal in the purchase and sale of securities unless an exemptive order
allowing such transactions is obtained from the Securities and Exchange
Commission.

In determining which brokers or dealers to use for the portfolio
transactions of the Fund, the Adviser will attempt to obtain the best net price
and the most favorable execution in light of the overall quality of brokerage
and research services provided. In selecting brokers or dealers, the Adviser may
consider a number of factors, including but not limited to, the skill of the
firm's securities traders and the firm's financial responsibility and
administrative efficiency. Non-exchange portfolio transactions for the Fund may
occasionally be effected through the Distributor, on an agency basis. In
effecting a portfolio transaction through the Distributor, the Fund intends to
comply with Section 17(e)(1) of the 1940 Act.

DISTRIBUTION OF SHARES
- --------------------------------------------------------------------------------

Bradford acts as Distributor of the shares of the Money Fund pursuant to a
Plan of Distribution (the "Plan") of the Fund and a related Distribution
Agreement between Bradford and the Company on behalf of the Fund. The Company
has adopted the Plan pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the
Plan and the Distribution Agreement, the Distributor is entitled to
reimbursement each month for its current costs incurred in services related to
the distribution and promotion of the shares of the Fund. These expenses
include, but are not limited to, administrative and sales-related costs
(including reasonable allocations of overhead), compensation paid to account
executives and other directly involved branch office personnel of the
Distributor and to broker-dealers which have entered into sales agreements with
the Distributor, expenses incurred in the printing of prospectuses, statements
of additional information and reports used for sales purposes, expenses of
preparation and printing of sales literature and advertising, and other sales
expenses. Reimbursement may not exceed .20% per annum of the daily net assets of
the Fund. Bradford may periodically reduce all or a portion of the amounts for
which it is entitled to reimbursement under the Plan with respect to the Money
Fund to increase the net income of the Money Fund available for distribution as
dividends. The voluntary reduction of such fee will cause the yield of the Money
Fund to be higher than it would otherwise be in the absence of such fee
reduction.

With respect to shares of the Fund which are sold by an account executive
or other directly involved branch office personnel, compensation may be paid to
such persons pursuant to written agreements in an amount not to exceed .20% per
annum of that portion of the daily net assets of the Fund which is attributable
to shares sold by such persons.

DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------------

The Money Fund will distribute substantially all of its net investment
income and net realized capital gains, if any, to shareholders. All
distributions are reinvested in the form of additional full and fractional
shares of the Money Fund unless a shareholder elects otherwise by notice to
Bradford in writing.

The net investment income earned by the Fund will be declared as a dividend
on a daily basis and paid monthly. Dividends are payable to shareholders of
record immediately prior to the determination of net asset value made as of the
close of trading on the NYSE on days on which there is a determination of net
asset value, and as of 4:00 p.m. (Eastern time) on days on which there is no
determination of net asset value. Net short-term capital gains, if any, will be
distributed at least annually.

13
<PAGE> 17

The net income of the Fund for dividend purposes consists of interest
accrued and discount earned (including both original issue and market discount)
on the Fund's assets, less amortization of market premium and accrued expenses
of the Fund for such period. To effect its policy of maintaining a net asset
value of $1.00 per share, the Fund, under certain circumstances, may withhold
dividends or make distributions from capital or capital gains.

TAXES
- --------------------------------------------------------------------------------

The following discussion is only a brief summary of some of the important
federal income tax considerations generally affecting the Money Fund and
shareholders and is not intended as a substitute for careful tax planning.
Distributions to shareholders may also be subject to state and local taxes
depending on each shareholder's particular situation. Investors in the Fund
should consult their tax advisers with specific reference to their own tax
situation.

The Fund has qualified, and expects to remain qualified, as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If the Fund so qualifies each year, the Fund will not be
required to pay federal income tax on amounts distributed to shareholders,
provided the Fund distributes at least 90% of its net investment income (i.e.,
net income excluding net long-term capital gains) each year. If the Fund were to
fail in any year to comply with the provisions of Subchapter M of the Code, it
would become subject to a corporate-level tax.

Shareholders, unless otherwise exempt, will be subject to federal income
tax on amounts so distributed (except distributions that are treated as a return
of capital), regardless of whether such distributions are reinvested in shares
of the Fund. The Fund does not intend to make distributions that will be
eligible for the corporate dividends received deduction. Distributions out of
the "net capital gain" (the excess of net long-term capital gain over net
short-term capital loss), if any, will be taxed to shareholders as long-term
capital gain regardless of the length of time a shareholder has held his shares.
The net capital gain of the Fund is expected to be minimal. All other
distributions, to the extent they are taxable, are taxed to shareholders as
ordinary income. Bradford or other participating broker-dealers will send
written notices to shareholders annually regarding the tax status, as capital
gain or ordinary income, of distributions made by the Fund.

DESCRIPTION OF SHARES
- --------------------------------------------------------------------------------

The Company is authorized to issue shares of capital stock, par value $.001
per share, in multiple portfolios at the discretion of the Board of Directors.
To date, the Board has authorized the issuance of shares of only one portfolio,
The Bradford Money Fund. Each share in the Fund is entitled to one vote for the
election of directors and any other matter submitted to a shareholder vote, but
not to cumulate votes in the election of directors. Fractional shares (which are
carried out to three decimal places) will have fractional voting rights. All
shares in the Fund are fully paid and non-assessable and have no preemptive or
conversion rights.

Upon liquidation of the Fund, shareholders are entitled to share pro rata
in the net assets belonging to the Fund available for distribution.

As a general matter, the Fund does not intend to hold annual or other
regular meetings of shareholders except as required by the 1940 Act or other
applicable law. Under certain circumstances, shareholders have the right to call
for a meeting of shareholders to consider the removal of one or more directors
or for other purposes.

As of April 17, 1996, to the Fund's knowledge no person held beneficially
25% or more of the outstanding shares of the Fund. All of the Fund's outstanding
shares were then owned of record by Bradford.

14
<PAGE> 18

OTHER INFORMATION
- --------------------------------------------------------------------------------

REPORTS AND INQUIRIES

Shareholders will receive unaudited semi-annual reports describing the
Fund's investment operations and annual financial statements audited by
independent auditors. Shareholder inquires should be addressed to the Fund at
the address set forth above or to your Bradford account executive.

15
<PAGE> 19

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR IN THE
FUND'S STATEMENT OF ADDITIONAL INFORMATION INCORPORATED HEREIN BY
REFERENCE IN CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND OR ITS
DISTRIBUTOR. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY
THE FUND OR BY THE DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH
OFFERING MAY NOT LAWFULLY BE MADE.

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND

INVESTMENT ADVISER
BRADFORD CAPITAL MANAGEMENT, LTD.
NASHVILLE, TENNESSEE

TRANSFER AGENT AND DISTRIBUTOR
J.C. BRADFORD & CO. LLC
NASHVILLE, TENNESSEE

CUSTODIAN
PNC BANK, N.A.
PHILADELPHIA, PENNSYLVANIA

ADMINISTRATOR
PFPC, INC.
WILMINGTON, DELAWARE

COUNSEL
BAKER & HOSTETLER
WASHINGTON, D.C.

AUDITORS
DELOITTE & TOUCHE LLP
NASHVILLE, TENNESSEE

- --------------------------------------------------------------------------------
THE
BRADFORD
MONEY
FUND
PROSPECTUS

================================================================================
MEMBERS NEW YORK STOCK EXCHANGE
Member S.I.P.C.

APRIL 30, 1996

<PAGE> 20

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

400 Bellevue Parkway
Wilmington, Delaware 19809
(302) 791-9300

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information provides supplementary
information pertaining to The Bradford Funds, Inc. (the "Company"), an
open-end, diversified management investment company currently offering shares
in one investment portfolio, The Bradford Money Fund (the "Money Fund" or
"Fund"). This is not a prospectus and should be read only in conjunction with
the Prospectus of the Fund dated April 30, 1996 (the "Prospectus"). A copy of
the Prospectus may be obtained upon request free of charge from the Fund at the
address and telephone number set forth above. This Statement of Additional
Information is dated April 30, 1996.

CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2
INVESTMENT OBJECTIVE AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-2
DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-8
INVESTMENT ADVISORY, ADMINISTRATION, SERVICING
AND DISTRIBUTION ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-12
PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-16
PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
VALUATION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-18
PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-20
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-22
DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-24
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-26
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-27
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

No person has been authorized to give any information or to make any
representations not contained in the Prospectus or this Statement of Additional
Information in connection with the offering made by the Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Fund or its distributor. The Prospectus does not
constitute an offering by the Fund or by the distributor in any jurisdiction in
which such offering may not lawfully be made.
<PAGE> 21

GENERAL

The Bradford Funds, Inc. (the "Company") is an open-end, diversified
management investment company currently offering shares in one investment
portfolio, The Bradford Money Fund (the "Money Fund" or the "Fund").
Accordingly, the "Company" and the "Money Fund" (or the "Fund") are used
interchangeably in this Statement of Additional Information, unless the context
indicates otherwise. The Board of Directors of the Company may determine to
offer shares of additional portfolios in the future. The shares of the Money
Fund are offered by the Prospectus dated April 30, 1996. The Company commenced
operations on February 8, 1989.

INVESTMENT OBJECTIVE AND POLICIES

The following supplements the information contained in the Prospectus
concerning the investment objective and policies of the Money Fund. A
description of ratings of short-term commercial paper is set forth in the
Appendix hereto.

Additional Information on Money Fund Investments.

(1) U.S. Government Obligations. Examples of types of U.S.
Government obligations in which the Fund may invest include U.S. Treasury
bills, Treasury notes and Treasury bonds and the obligations of Federal Home
Loan Banks, Federal Farm Credit Banks, Federal Land Banks, the Federal Housing
Administration, Farmers Home Administration, Export-Import Bank of the United
States, Small Business Administration, Government National Mortgage
Association, General Services Administration, Student Loan Marketing
Association, Central Bank for Cooperatives, Federal Home Loan Mortgage
Corporation, Federal Intermediate Credit Banks, Maritime Administration,
International Bank for Reconstruction and Development (the "World Bank"), the
Asian-American Development Bank and the Inter-American Development Bank.

(2) Bank Obligations. Investments in bank obligations may include
obligations of foreign banks, domestic branches of foreign banks and foreign
branches of domestic banks. Such investments may entail risks that are
different from those of investments in U.S. banks and domestic branches
thereof, such as unfavorable political and economic conditions, possible
withholding taxes on interest income, seizure or nationalization of foreign
deposits, currency controls, interest limitations, or other governmental
restrictions which might affect the payment of principal or interest on the
securities held in the Fund. Additionally, these institutions may be subject
to less stringent reserve requirements and different accounting, auditing,
reporting and recordkeeping requirements than those applicable to domestic
branches of U.S. banks. For purposes of the Money Fund's investment policies
with respect to bank obligations, the total assets of a bank or savings
institution will be deemed to include the assets of its domestic and foreign
branches.

B-2
<PAGE> 22

(3) Commercial Paper. "Section 4(2) paper," as described in the
Prospectus, is commercial paper which is issued in reliance on the "private
placement" exemption from registration which is afforded by Section 4(2) of the
Securities Act of 1933 (the "1933 Act"). The Fund will not purchase Section
4(2) paper which has not been determined to be liquid in excess of 10% of the
total assets of the Money Fund. The Company's Board of Directors has delegated
to Bradford Capital Management, Ltd., the Fund's investment adviser (the
"Adviser"), the day-to-day authority to determine whether a particular issue of
Section 4(2) paper, including Section 4(2) paper that is eligible for resale
under Rule 144A under the 1933 Act ("144A Paper"), should be treated as liquid.
Rule 144A provides a safe-harbor exemption from the registration requirements
of the 1933 Act for resales to "qualified institutional buyers" as defined in
the Rule. With the exception of registered broker-dealers, a qualified
institutional buyer must generally own and invest on a discretionary basis at
least $100 million in securities.

The Adviser may deem Section 4(2) paper liquid if (i) it believes
that, based on the trading markets for such security, such security can be
disposed of within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the security and (ii) it
is rated by at least two Rating Agencies (as defined in the Prospectus), or by
the only Rating Agency that has rated the paper, in the highest short-term
category, or with respect to 144A paper only, is a comparable unrated security.
In making such determination, the Adviser generally considers any and all
factors that it deems relevant, which may include (i) the credit quality of the
issuer; (ii) the frequency of trades and quotes for the security; (iii) the
number of dealers willing to purchase or sell the security and the number of
other potential purchasers; (iv) dealer undertakings to make a market in the
security; and (v) the nature of the security and the nature of market-place
trades. In addition, with respect to Section 4(2) paper which is not 144A
paper, it must not be traded flat or be in default as to principal or interest.

The Adviser may also consider whether there are any significant
differences between the particular issue of Section 4(2) paper and commercial
paper issued pursuant to the exemption contained in Section 3(a)(3) of the 1933
Act.

Treatment of Section 4(2) paper as liquid could have the effect of
decreasing the level of the Fund's liquidity to the extent that buyers,
including qualified institutional buyers, become, for a time, uninterested in
purchasing these securities.

(4) Variable Rate Notes. The Fund may acquire variable rate
demand notes and variable rate notes (collectively, "variable rate notes"),
subject to the Fund's investment objective, policies and restrictions.
Variable amount master demand notes are unsecured demand notes that permit the
indebtedness thereunder to vary and

B-3
<PAGE> 23

provide for periodic adjustments in the interest rate according to the terms of
the instrument. Because master demand notes are direct lending arrangements
between a Fund and the issuer, they are not normally traded. A variable rate
note is one whose terms provide for the adjustment of its interest rate on set
dates and which, upon such adjustment, can reasonably be expected to have a
market value that approximates its par value. Such notes are frequently not
rated by credit rating agencies; however, unrated variable rate notes purchased
by the Fund will be determined by the Adviser to be of comparable quality at
the time of purchase to rated instruments eligible for purchase under the
Fund's investment policies. In making such determinations, the Adviser will
consider the earning power, cash flow and other liquidity ratios of the issuers
of such notes (such issuers include financial, merchandising, bank holding and
other companies) and will continuously monitor their financial condition.
Although there may be no active secondary market with respect to a particular
variable rate note purchased by the Fund, the Fund may resell the note at any
time to a third party. The absence of an active secondary market, however,
could make it difficult for the Fund to dispose of a variable rate note in the
event the issuer of the note defaulted on its payment obligations and the Fund
could, as a result or for other reasons, suffer a loss to the extent of the
default. To the extent that the Fund is not entitled to receive the principal
amount of a note within seven days of demand, such a note will be treated as an
illiquid security for purposes of calculation of the 10% limitation on the
Fund's investment in illiquid securities as set forth in the Fund's investment
restrictions. Variable rate notes may be secured by bank letters of credit.

Variable rate notes invested in by the Fund may have maturities of
more than 397 days, as follows:

1. An instrument that is issued or guaranteed by the United
States Government or any agency thereof which has a variable rate of interest
readjusted no less frequently than every 397 days will be deemed by the Fund to
have a maturity equal to the period remaining until the next readjustment of
the interest rate.

2. A variable rate note that is subject to a demand feature will
be deemed by the Fund to have a maturity equal to the longer of the period
remaining until the next readjustment of the interest rate or the period
remaining until the principal amount can be recovered through demand.

As used above, a note is "subject to a demand feature" where the Fund
is entitled to receive the principal amount of the note either at any time on
no more than thirty days' notice or at specific intervals not exceeding 397
days and upon no more than 30 days' notice.

(5) Repurchase Agreements. The repurchase price under the
repurchase agreements described in the Prospectus generally equals

B-4
<PAGE> 24

the price paid by the Fund plus an amount representing accrued interest
negotiated on the basis of short-term rates existing at the time of purchase
(which may be more or less than the rate on the securities underlying the
repurchase agreement). Securities subject to repurchase agreements will be
held by the Fund's custodian in the Federal Reserve/Treasury book-entry system
or by another authorized securities depository.

If the Fund were required to foreclose upon securities underlying a
repurchase agreement with remaining maturities of greater than 397 days, these
instruments would have to be taken into account in calculating the Fund's
dollar-weighted average portfolio maturity. The Fund would have to dispose of
the securities as soon as possible if they were to cause such average maturity
to exceed ninety days or were to exceed thirteen months to maturity.

Unrated Securities.

In those instances in which the Fund purchases securities that are
considered "Unrated Securities" within the meaning of Rule 2a-7, the Board has
delegated to the Adviser, subject to quarterly review by the Board, the
responsibility to determine whether such securities are of comparable quality.

Unrated instruments purchased for the Fund may be considered of
comparable quality when, at the time of purchase (i) the security at the time
of issuance had (A) a maturity of greater than one year but currently has a
remaining maturity of less than thirteen months, and (B) does not have a
long-term rating from any Rating Agency that is not within the two highest
rating categories, (ii) the issuer's obligation to pay the principal of and
interest on the instrument is supported by an irrevocable, unconditional letter
or line of credit, commitment to lend or guarantee which has a term coextensive
with that of the underlying instrument and which is of sufficient quality to
ensure that the instrument is comparable to instruments that are rated within
the allowed rating categories, or (iii) the issuer thereof is believed by the
Adviser to have a financial condition comparable to those issuing rated
securities in which the Fund may invest, and the unrated instrument has
comparable priority and security and other relevant characteristics to such
rated securities, provided that with respect to instruments other than
Government securities (as defined in Section 2(a)(16) of the Investment Company
Act of 1940, as amended (the "1940 Act")) not more than 5% of the Fund's assets
may be invested pursuant to subparagraph (iii), and the Adviser will promptly
(and in no event later than the next meeting) report to the Board any unrated
instruments for the Board to consider approval or ratification of comparability
of quality and credit risk determination.

If an instrument has received a rating but is subject to an
irrevocable, unconditional letter or line of credit, commitment to lend or
guarantee that was not considered or in effect when the instrument (or the
issuer) was given its rating, the Adviser may

B-5
<PAGE> 25

evaluate the instrument as if it were unrated, provided that the letter or line
of credit, commitment or guarantee has a term coextensive with that of the
instrument involved.

When-Issued Securities.

"When-issued" and delayed delivery securities include securities
purchased for delivery beyond the normal settlement date at a stated price and
yield. While the Money Fund holds such securities, the Fund will maintain in a
segregated account cash, U.S. Government securities or other liquid, high grade
debt securities of an amount at least equal to the purchase price of the
securities to be purchased. Normally, the custodian for the Fund will set
aside portfolio securities to satisfy a purchase commitment. Because
securities purchased on a when issued basis may fluctuate in value prior to
delivery based upon changes in the general level of interest rates, the Fund
may be required subsequently to place additional assets in the separate account
in order to ensure that the value of the account remains equal to the amount of
the Fund's commitment. Because the Fund's liquidity and ability to manage its
portfolio might be affected when it sets aside cash or portfolio securities to
cover such purchase commitments, the Fund expects that commitments to purchase
"when-issued" securities will not exceed 25% of the value of its total assets
absent unusual market conditions. When the Fund engages in when-issued
transactions, it relies on the seller to consummate the trade. Failure of the
seller to do so may result in the Fund's incurring a loss or missing an
opportunity to obtain a price considered to be advantageous.

Investment Restrictions.

The Money Fund may not:

(1) issue senior securities (as defined in the 1940 Act) or borrow
money, except from banks for temporary purposes and for reverse repurchase
agreements, and then in an aggregate amount not in excess of 10% of the value
of the Fund's assets; or mortgage, pledge or hypothecate any of its assets
except in connection with such borrowings and in amounts not in excess of 10%
of the value of the Fund's assets; or purchase portfolio securities while
borrowings in excess of 5% of the value of the Fund's assets are outstanding.

(2) purchase securities of any one issuer (other than securities
issued or guaranteed by the U.S. Government or its agencies or
instrumentalities and repurchase agreements relating thereto) if immediately
after such purchase more than 5% of the Fund's total assets would be invested
in the securities of such issuer, or more than 10% of the outstanding
securities of any class (taking all debt issues of an issuer as a single class)
or more than 10% of the outstanding voting securities of such issuer would be
owned by the

B-6
<PAGE> 26

Fund, except that up to 25% of the value of the Fund's total assets may be
invested without regard to such 5% limitation;

(3) purchase securities on margin, except for short-term credit
necessary for clearance of portfolio transactions;

(4) underwrite securities of other issuers, except to the extent
that, in connection with the disposition of portfolio securities, the Fund may
be deemed an underwriter under Federal securities laws;

(5) make short sales of securities or maintain a short position or
write, purchase or sell put or call options or straddles, spreads or
combinations thereof;

(6) purchase or sell real estate, provided that the Fund may
invest in securities secured by real estate or interests therein or issued by
companies which invest in real estate or interests therein;

(7) purchase or sell commodities or commodity contracts or
commodity futures contracts;

(8) invest in oil, gas or mineral exploration or development
programs;

(9) make loans except that the Fund may purchase or hold debt
obligations in accordance with its investment objective, policies and
limitations and may enter into repurchase agreements;

(10) purchase any securities issued by any other investment company
except in connection with the merger, consolidation, acquisition or
reorganization of all the securities or assets of such an issuer;

(11) make investments for the purpose of exercising control or
management;

(12) invest 25% or more of its total assets in the securities of
issuers in any particular industry (other than securities issued or guaranteed
by the U.S. Government or its agencies and instrumentalities, or repurchase
agreements relating thereto, or obligations of domestic branches of U.S. banks
and those U.S. branches of foreign banks that are subject to the same
regulation as U.S. banks); or

(13) invest more than 5% of its total assets in securities of
issuers (including their predecessors) with less than three years of continuous
operations.

If a percentage restriction is satisfied at the time of an investment,
borrowing or other designated action, a later increase

B-7
<PAGE> 27

or decrease in percentage resulting from changes in values or assets will not
constitute a violation of such restriction. However, if due to market
fluctuations or other reasons the assets of the Fund fall below 300% of its
borrowings, the Fund will, in accordance with the 1940 Act, reduce the
borrowings of the Fund so that such borrowings have 300% asset coverage.

The foregoing investment limitations cannot be changed without the
affirmative vote of a majority of the outstanding shares of the Fund, as
defined in "DESCRIPTION OF SHARES."

Notwithstanding investment restriction no. 2 above and for purposes of
maintaining a stable net asset value pursuant to Rule 2a-7 under the 1940 Act
(see "VALUATION OF SHARES" below), the Fund will, with respect to 100% of its
total assets, limit its investments in the securities of any one issuer in the
manner provided by such Rule, which limitations are referred to under
"INVESTMENT OBJECTIVE AND POLICIES -- General" in the Prospectus.

With respect to limitation (12) above concerning industry
concentration, neither all finance companies, as a group, nor all utility
companies, as a group, are considered a single industry for purposes of this
policy. The Fund will consider wholly owned finance subsidiaries to be in the
industries of their parent companies if their activities are primarily related
to financing the activities of such parent companies, and will categorize
utility companies according to their services; for example, gas, gas
transmission, electric and gas, electric and telephone will each be considered
a separate industry. The policy and practices stated in this paragraph may be
changed without the affirmative vote of a majority of the outstanding shares of
the Fund, but any such change may require the approval of the SEC and would be
disclosed in the Prospectus or in the Statement of Additional Information.

In order to permit the sale of its shares in certain states, the Fund
may make commitments more restrictive than the investment limitations described
above. Should the Fund determine that any such commitment is no longer in its
best interest, it will revoke the commitment and terminate sales of its shares
in the state involved.

DIRECTORS AND OFFICERS

The directors and executive officers of the Company, their business
addresses, ages and principal occupations during the past five years are:

B-8
<PAGE> 28

<TABLE>
<CAPTION>
Position(s)
Name, Address Held With Principal Occupation(s)
and Age Company During Past Five Years
- ------------- ---------- -----------------------
<S> <C> <C>
Allan L. Erb* President and Partner in charge of Financial Products
330 Commerce Street Director Department since 1986; General Partner/Voting
Nashville, TN 37201 Member since 1990.(**)
Age: 49

Douglas C. Altenbern Director Private investor since October 1990 and
1025 Chancery Lane Chairman and Chief Executive Officer of
Nashville, TN 37215 PayAmerica, Inc. (salary processing) since
Age: 59 June, 1993.

William Carter* Director Partner/Equity Member.(**)
3605 Glenwood Avenue
Suite 100
Raleigh, NC 27612
Age: 49

Richard W. Hanselman Director Private investor since 1986.
3017 Poston Avenue
Nashville, TN 37203
Age: 68

Edward J. Roach Director Certified Public Accountant and Vice President and Treasurer of
Suite 100 Temporary Investment Fund, Inc., Trust for Federal
400 Bellevue Parkway Securities, Municipal Fund for Temporary
Wilmington, DE 19809 Investment, Independence Square Income
Age: 71 Securities, Inc., Municipal Fund for California
Investors, Inc., and (since 1995)
Provident Institutional Funds, Inc.; Treasurer
of Chestnut Street Exchange Fund; and President
and Treasurer of The RBB Fund, Inc. and
Municipal Fund for New York Investors, Inc.
(each management investment company).

Michael R. Shea* Vice President and Director of Taxable Fixed Income Department
330 Commerce Street Director since 1974; Voting Member/General Partner
Nashville, TN 37201 since 1981.(**)
Age: 53
</TABLE>

B-9
<PAGE> 29

<TABLE>
<S> <C> <C>
William T. Spitz Director Treasurer, Vanderbilt University, since
102 Alumni Hall November 1985.
Vanderbilt
University
Nashville, TN 37240
Age: 45

R. Patrick Shepherd Vice President General Counsel and Director of Legal and
330 Commerce St. Compliance Departments since 1983; Voting
Nashville, TN 37201 Member/General Partner since 1987.(**)
Age: 40

Judy K. Abroms Vice President Equity Member/Limited Partner since 1994; from 1990 to 1994
330 Commerce St. Investment Limited Partner.(**)
Nashville, TN 37201
Age: 52

Randall R. Harness Secretary and Chief Financial Partner
330 Commerce St. Treasurer since 1976; Voting Member/General Partner since 1981.(**)
Nashville, TN 37201
Age: 53
</TABLE>

- -----------------------
(*) "Interested" director of the Fund as that term is defined in the 1940 Act.

(**) Positions are with J.C. Bradford & Co. LLC.

Messrs. Erb, Carter, Shea, Harness and Shepherd and Ms. Abroms hold
positions with J.C. Bradford & Co. LLC ("Bradford") as described above and,
except for Mr. Carter, are also officers of the Adviser, serving in comparable
positions to those they hold with the Company. The only other officer of the
Adviser is Robert P. DeBastiani. Mr. DeBastiani has been an Equity
Member/Limited Partner of Bradford since July 1990 and has served as
Institutional Trader for Taxable Fixed Income Securities of Bradford since April
1987. Prior to that he served as a fixed income trader with First American
National Bank, Nashville, Tennessee (August 1986 to April 1987); First Eastern
Bank, Wilkes-Barre, Pennsylvania (April 1984 to August 1986); and Lincoln First
Bank, Rochester, New York (July 1983 to April 1984).

The Fund pays directors who are not "affiliated persons" of the
Adviser, as that term is defined in the 1940 Act, a fee of $2,000 annually plus
$1,750 per meeting attended. Directors who are not affiliated persons of the
Adviser are also reimbursed for any expenses incurred in attending meetings of
the Board of Directors or any committee thereof.

B-10
<PAGE> 30

The following table sets forth information regarding all compensation
paid by the Fund to its directors, who are not affiliated "persons" of the
Fund, for their services as directors during the fiscal year ended December 31,
1995. The Fund has no pension or retirement plans nor does it pay compensation
to its executive officers.

COMPENSATION TABLE

<TABLE>
<CAPTION>
Total Compensation
Name and Position Aggregate Compensation From the Fund and
With the Fund From the Fund the Fund Complex(*)
----------------- ---------------------- ------------------
<S> <C> <C>
Douglas C. Altenbern $8,000 $8,000
Director

Richard W. Hanselman $8,000 $8,000
Director

Edward J. Roach $ 0(**) $ 0(**)
Director

William T. Spitz $8,000 $8,000
Director
</TABLE>

- -----------------------
(*) For purposes of this Table, Fund Complex means one or more mutual
funds, including the Money Fund, which have a common investment adviser or
affiliated investment advisers or which hold themselves out to the public as
being related. The Money Fund is currently the only member of its Fund
Complex.

(**) Mr. Roach became a director of the Fund in January, 1996.

The Fund currently has no employees, as substantially all of the
services necessary for the operation of the Fund are performed by the Adviser;
PNCBank, N.A. ("PNC"), the Fund's custodian; PFPC, Inc. ("PFPC"), the Fund's
administrator; and Bradford, the Fund's distributor and transfer and dividend
disbursing agent. No officer or employee of the Adviser, PNC, PFPC or Bradford
receives any compensation from the Fund.

Certain of the directors and officers and the organizations with which
they are associated have had in the past, and may in the future have,
transactions with Bradford and its affiliates. The Fund believes that all such
transactions have been and are expected to be in the ordinary course of
business and the terms of such transactions have been and are expected to be
substantially the same as the prevailing terms for comparable transactions of
other customers.

B-11
<PAGE> 31

INVESTMENT ADVISORY, ADMINISTRATION,
SERVICING AND DISTRIBUTION ARRANGEMENTS

General. Bradford Capital Management, Ltd. serves as the investment
adviser for the Fund. The Adviser is a Tennessee limited partnership. J.C.B.
Financial Services, Inc. acts as the general partner to the Adviser (the
"General Partner") and J.C. Bradford & Co. LLC ("Bradford" or the
"Distributor"), the Fund's distributor, is the Adviser's limited partner.

The General Partner is a wholly owned subsidiary of Bradford & Co.,
Incorporated ("Bradford Incorporated"). Bradford Incorporated, through the
General Partner and other subsidiaries, is engaged in various aspects of the
financial services industry. All of the outstanding voting securities of
Bradford Incorporated are owned by various partners of Bradford. Bradford is
an investment firm which conducts a substantial brokerage and investment
banking business and also acts as the distributor of the Fund.

Advisory Agreement. The advisory services provided by the Adviser,
the fees received by it for such services and applicable expense limitations
are described in the Prospectus. The Adviser renders advisory services to the
Fund pursuant to an Investment Advisory Agreement dated January 12, 1989. The
Investment Advisory Agreement is hereinafter referred to as the Advisory
Contract.

As required by various state regulations, the Adviser will reimburse
the Fund if and to the extent that the aggregate operating expenses of the Fund
exceed applicable state limits for the fiscal year, to the extent required by
such state regulations. Currently, the most restrictive of such applicable
limits known to the Fund provides that aggregate annual expenses (as defined)
may not exceed 2-1/2% of the first $30 million of the Fund's average net
assets, plus 2% of the next $70 million of such assets, plus 1-1/2% of such
assets in excess of $100 million.

The Fund bears all of its own expenses not specifically assumed by the
Adviser. These expenses include, but are not limited to, organizational costs,
fees paid to the Adviser and the administrator, fees and expenses of directors
who are not affiliated with the Adviser, taxes, interest, legal fees, custodian
and transfer agency fees, auditing fees, brokerage fees and commissions, fees
and expenses of registering and qualifying the Money Fund and its shares for
distribution under Federal and state securities laws, expenses of preparing,
printing and distributing prospectuses and statements of additional information
annually to existing shareholders, the expense of reports to shareholders,
shareholders' meetings and proxy solicitations, fidelity bond and directors'
and officers' liability insurance premiums, distribution expenses pursuant to
the Rule 12b-1 plan, and other expenses which are not expressly assumed by the
Adviser.

B-12
<PAGE> 32

Under the Advisory Contract, the Adviser will not be liable for any
error of judgment, or act or omission, or mistake of law or for any loss
suffered by the Fund in connection with the performance of the Advisory
Contract, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its duties or from
reckless disregard of its duties and obligations thereunder.

The Adviser has licensed the name "Bradford" to the Fund on a
royalty-free basis and the Adviser has reserved to itself the right to grant
the non-exclusive right to use the name "Bradford" to any other person. At
such time as the Advisory Contract is no longer in effect, the Adviser may
require the Fund to cease using the name "Bradford."

The Advisory Contract provides that the Adviser may render similar
services to others so long as its services under such Contract are not impaired
thereby.

The Advisory Contract was last approved with respect to the Fund on
October 20, 1995, by a vote of the Company's Board of Directors, including a
majority of those directors who are not parties to the Advisory Contract or
"interested persons" (as defined in the 1940 Act) of such parties. The
Advisory Contract was also approved by the Fund's shareholders at their first
meeting held on October 18, 1989. The Advisory Contract will, unless sooner
terminated pursuant to its terms, continue in effect until January 12, 1997,
and thereafter for successive one year periods so long as it is approved
annually (a) by a majority of the directors who are not parties to the Advisory
Contract or "interested persons" of the Company or of the Adviser, as defined
in the 1940 Act, cast in person at a meeting called for the purpose of voting
on such approval, and (b) either by the Board of Directors of the Company or by
a vote of holders of a majority of outstanding shares (as defined in
"DESCRIPTION OF SHARES") of the Fund. The Advisory Contract is terminable by
vote of the Company's Board of Directors or by the holders of a majority of the
outstanding shares of the Fund (as so defined), at any time without penalty, on
60 days' written notice to the Adviser. The Advisory Contract may also be
terminated by the Adviser on 60 days' written notice to the Company. The
Advisory Contract terminates automatically in the event of assignment thereof
as defined in the 1940 Act.

For the fiscal years ended December 31, 1993, 1994 and 1995, the
Adviser's fees under the Advisory Contract were $2,799,275, $2,821,994, and
$3,359,005 respectively. The Adviser may, from time to time, voluntarily waive
all or a portion of its investment advisory fees. For the year ended December
31, 1995, the Adviser waived $2,131 which were payable to it under the Advisory
Contract. Such fee waiver will cause the yield of the Fund to be higher than
it would be in the absence of such a waiver.

B-13
<PAGE> 33

Custodian, Transfer Agency and Administration Agreements. PNC Bank,
N.A. ("PNC"), 17th and Chestnut Streets, Philadelphia, Pennsylvania 19103, is
custodian of the Fund's assets pursuant to a Custodian Agreement dated January
13, 1989 (the "Custodian Agreement"). Under the Custodian Agreement, PNC (a)
maintains a separate account or accounts in the name of the Fund, (b) holds and
transfers portfolio securities for the account of the Fund, (c) makes receipts
and disbursements of money on behalf of the Fund, (d) collects and receives all
income and other payments and distributions on account of the Fund's portfolio
securities and (e) makes periodic reports to the Company's Board of Directors
concerning the Fund's operations. PNC is authorized to select one or more
banks or trust companies to serve as sub-custodian on behalf of the Company,
provided that PNC remains responsible for the performance of all duties under
the Custodian Agreement and holds the Company harmless from the acts and
omissions of any sub-custodian.

Bradford serves as the transfer and dividend disbursing agent for the
Fund's shares pursuant to a Transfer Agency Agreement dated April 26, 1991, as
amended as of February 22, 1993 (the "Transfer Agency Agreement"), under which
Bradford (a) issues and redeems shares of the Fund, (b) pays or arranges for
the payment of dividends and distributions, (c) addresses and mails
communications by the Fund to record owners of shares, including reports to
shareholders and proxy materials for its meetings of shareholders, (d)
maintains shareholder accounts and, if requested, sub-accounts, and (e) makes
periodic reports to the Company's Board of Directors concerning the operations
of the Fund. The Fund pays Bradford a fee at an annual rate of $11.50 for each
active Fund account, in addition to the following fees: check writing fee of
$.25 per check; $7.50 for each stop payment (paid by shareholder); $15.00 per
return of check for nonsufficient funds (paid by shareholder); and $2.00 per
check copy (paid by shareholder). In addition, the Fund reimburses Bradford
for its payment of the following expenses: toll free telephone lines (if
required by the Fund), envelopes, checks, postage, hardware and telephone lines
for remote terminals (if required by the Fund), certificate issuance fees,
microfiche and microfilm, and proxy solicitation expenses (if required by the
Fund).

PFPC, an affiliate of PNC and a wholly owned subsidiary of PNC Bank
Corp., a multi-bank holding company, serves as administrator to the Fund
pursuant to an Administration and Accounting Services Agreement dated January
13, 1989, as amended (the "Administration Agreement"), under which PFPC
provides various administrative and accounting services. These services
include (a) maintenance of the Fund's books and records, (b) preparation of
regulatory filings and shareholder reports, (c) computation of net asset values
and daily dividends, (d) accounting with respect to income and expense items,
cash balances, market value, yield, portfolio turnover and average maturity of
the Fund and its assets, (e) preparation of financial

B-14
<PAGE> 34

statements and tax returns, and (f) reconciliation of trades. For its services
to the Fund under the Administration Agreement, PFPC receives a fee computed as
described in the Prospectus, subject to a minimum fee of $8,333 per month.

For the fiscal years ended December 31, 1993, 1994 and 1995, the fees
of PFPC as administrator to the Fund were $488,452, $478,203 and $493,829,
respectively.

Distribution Agreement. Pursuant to the terms of the Distribution
Agreement dated January 12, 1989 (the "Distribution Contract"), entered into
between Bradford and the Company on behalf of the Fund, and a Plan of
Distribution (the "Plan"), which was adopted and the continuation of which has
been approved in the manner prescribed by Rule 12b-1 under the 1940 Act,
Bradford uses its best efforts to distribute the shares of the Fund, and
Bradford is reimbursed for certain current distribution expenses as described
in the Prospectus.

The Plan was last approved by the Company's Board of Directors,
including the directors who are not "interested persons" of the Company (as
defined in the 1940 Act) and who have no direct or indirect financial interest
in the operation of the Plan or any agreements relating to the Plan ("Rule
12b-1 directors"), on October 20, 1995. In approving the Plan, the Company's
directors concluded, in the exercise of reasonable business judgment and in
light of their fiduciary duties under state law, and under Sections 36(a) and
(b) of the 1940 Act, that there is a reasonable likelihood that the Plan and
the services provided to the Fund pursuant thereto will benefit the Fund and
its shareholders. The Plan was also approved by the Fund's shareholders on
October 18, 1989.

Among other things, the Plan provides that: (a) Bradford is required
to submit quarterly reports to the directors of the Company (which are reviewed
by the directors) regarding all amounts expended under the Plan and the
purposes for which such expenditures were made; (b) the Plan will continue in
effect only so long as it is approved at least annually by the Company's Board
of Directors, including the Rule 12b-1 directors, and any material amendment
thereto is approved by the Company's Board of Directors, including the Rule
12b-1 directors, acting in person at a meeting called for such purpose; (c) the
aggregate amount to be spent by the Fund on the distribution of the Fund's
shares under the Plan shall not be materially increased without the affirmative
vote of the holders of a majority of the Fund's outstanding shares (as defined
in "DESCRIPTION OF SHARES") and (d) while the Plan remains in effect, the
selection and nomination of the Company's directors who are not "interested
persons" of the Company (as defined in the 1940 Act) shall be committed to the
discretion of the directors who are not interested persons of the Company.

B-15
<PAGE> 35

For the fiscal year ended December 31, 1995, the Fund reimbursed
Bradford for distribution expenses totalling $1,658,604. Bradford's
distribution expenses for the Fund consisted principally of the following:
allocated expenses of Bradford's money fund operations department; allocated
expenses of Bradford's branch office overhead; allocated expenses of Bradford's
financial services department, including mutual fund sales; statement
processing; allocated expenses of management sales and branch administration,
marketing and training departments; and compensation paid to account
executives. Directors and officers of the Company who are affiliated with
Bradford may have a direct or indirect financial interest in the operation of
the Plan. No director of the Company who is not an "interested person" of the
Company (as defined in the 1940 Act) has any such financial interest. Bradford
may, from time to time, voluntarily waive all or a portion of the fees payable
to it under the Plan. For the year ended December 31, 1995, Bradford waived
$117,970 which were payable to it under the Plan. Such fee waiver will cause
the yield of the Fund to be higher than it would be in the absence of such a
waiver.

PORTFOLIO TRANSACTIONS

The Adviser is responsible for decisions to buy and sell securities
for the Fund, the selection of brokers or dealers to effect the transactions
and the negotiation of brokerage commissions, if any. Transactions are
typically effected with dealers acting as principal for their own account. The
Fund did not pay any brokerage commissions during the three most recent fiscal
years.

In determining which brokers to use for the portfolio transactions
effected on an agency basis, the Adviser will attempt to obtain the best net
price and the most favorable execution in light of the overall quality of
brokerage and research services provided. In so selecting brokers, the Adviser
may consider a number of factors, including, but not limited to, the skill of
the firm's securities traders and the firm's financial responsibility and
administrative efficiency.

When consistent with these objectives, brokerage may be placed with
broker-dealers who furnish investment research or services to the Adviser.
Such research or services include advice as to the value of securities; the
advisability of investing in, purchasing or selling securities; and the
availability of securities, or purchasers or sellers of securities; as well as
analyses and reports concerning issues, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts. This
allows the Adviser to supplement its own investment research activities and
enables the Adviser to obtain the views and information of individuals and
research staffs of many different securities firms prior to making investment
decisions for the Fund. In the event portfolio transactions are effected with
brokers or dealers

B-16
<PAGE> 36

who furnish research services to the Adviser, the Adviser receives a benefit,
not capable of evaluation in dollar amounts, without providing any direct
monetary benefit to the Fund from these transactions. These services may
indirectly benefit not just the Fund but also other accounts which the Adviser
may manage.

The Adviser is authorized to cause the Fund to pay an amount of
commission for effecting a securities transaction in excess of the amount of
commission another broker or dealer would have charged if the Adviser
determines that such amount of commission is reasonable in relation to the
overall quality of the brokerage and research services provided by such broker
or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the accounts as to which it
exercises investment discretion. Under the terms of the Advisory Contract, the
Fund may not pay any compensation in the form of brokerage commissions to the
Distributor (1) which would exceed the amount permitted under Section 17(e) of
the 1940 Act and the rules and regulations thereunder or (2) for research
services within the meaning of Section 28(e) of the Securities Exchange Act of
1934. In payment of brokerage commissions to the Distributor acting as agent
in over-the-counter transactions, the Adviser intends to comply with Section
17(e)(2)(C) of the 1940 Act which requires that such commissions not exceed one
percent of the purchase or sale price of the securities involved.

The Fund purchases only securities with remaining maturities of 397
days (13 months) or less and may attempt to maximize yield through portfolio
trading. This may involve selling portfolio instruments and purchasing
different instruments to take advantage of disparities of yield in different
segments of the high-grade money market or among particular instruments within
the same segment of the market. Accordingly, its portfolio turnover rate may
be relatively high. However, because brokerage commissions are not normally
paid with respect to investments made by the Fund, the turnover rate should not
materially adversely affect the Fund's net asset value or net income.

Investment decisions for the Fund and for other investment accounts
that the Adviser may manage in the future, including other portfolios which may
be created by the Company, will be made independently of each other in the
light of differing investment objectives or circumstances. However, the same
investment decision may be made for two or more of such accounts. In such
cases, purchases or sales will be averaged as to price and allocated as to
amount according to a formula deemed equitable to each such account. While in
some cases this practice could have a detrimental effect upon the price or
value of the security as far as the Fund is concerned, in other cases it could
be beneficial to the Fund. The Fund will not purchase securities during the
existence of any underwriting or selling group relating to such security of
which the Adviser or any affiliated person (as defined

B-17
<PAGE> 37

in the 1940 Act) thereof is a member except pursuant to procedures adopted by
the Company's Board of Directors pursuant to Rule 10f-3 under the 1940 Act.
Among other things, these procedures, which will be reviewed by the Company's
directors annually, require that the commission paid in connection with such a
purchase be reasonable and fair, that the purchase be at not more than the
public offering price prior to the end of the first business day after the date
of the public offer, and that the Adviser not participate in or benefit from
the sale to the Fund.

The Fund has from time to time during 1995 held securities of its
regular brokers or dealers, as defined in Rule 10b-1 under the 1940 Act, or
their parent companies, including those of Ford Motor Credit Corp., Goldman
Sachs & Co. and Merrill Lynch & Co., Inc. At December 31, 1995, the Fund held
the following amounts of commercial paper or notes of Ford Motor Credit Corp.,
Goldman Sachs & Co. and Merrill Lynch & Co., Inc.: $42,558,918, $43,222,409 and
$27,856,378, respectively.

PURCHASE AND REDEMPTION INFORMATION

The Fund reserves the right, if conditions exist which make cash
payments undesirable, to honor any request for redemption or repurchase of the
Fund's shares by making payment in whole or in part in securities chosen by the
Fund and valued in the same way as they would be valued for purposes of
computing the Fund's net asset value. If payment is made in securities, a
shareholder will incur transaction costs in converting these securities into
cash. The Company has elected, however, to be governed by Rule 18f-1 under the
1940 Act so that the Fund is obligated to redeem its shares solely in cash up
to the lesser of $250,000 or 1% of its net asset value during any 90-day period
for any one shareholder of the Fund.

Under the 1940 Act, the Fund may suspend the right of redemption or
postpone the date of payment upon redemption for any period during which the
New York Stock Exchange (the "NYSE") is closed (other than customary weekend
and holiday closings), or during which trading on the NYSE is restricted, or
during which (as determined by the SEC by rule or regulation) an emergency
exists as a result of which disposal or valuation of portfolio securities is
not reasonably practicable, or for such other periods as the SEC may permit.

VALUATION OF SHARES

The method for determining the net asset value per share of the Fund
is summarized in the Prospectus under the heading "DETERMINATION OF NET ASSET
VALUE." The Fund intends to use its best efforts to maintain its net asset
value of $1.00 per share. Net asset value per share, the value of an
individual share in the Fund, is computed by dividing the Fund's net assets by
the number of its outstanding shares. The Fund's "net assets" equal the value

B-18
<PAGE> 38

of the Fund's investments and other securities less its liabilities. The
Fund's net asset value per share is computed twice each day, once at 12:00 noon
Eastern time and once as of the close of trading (currently 4:00 p.m. Eastern
time) on the NYSE on each day, Monday through Friday, when the NYSE and the
Federal Reserve Bank of Philadelphia (the "FRB") are both open for business.

The Fund calculates the value of its portfolio securities by using the
amortized cost method of valuation in accordance with Rule 2a-7 under the 1940
Act. Under this method, the market value of an instrument is approximated by
amortizing the difference between the acquisition cost and value at maturity of
the instrument on a straight-line basis over the remaining life of the
instrument. The effect of changes in the market value of a security as a
result of fluctuating interest rates is not taken into account. The market
value of debt securities usually reflects yields generally available on
securities of similar quality. When such yields decline, market values can be
expected to increase, and when yields increase, market values can be expected
to decline. The amortized cost method of valuation may result in the value of
a security being higher or lower than its market price, the price the Fund
would receive if the security were sold prior to maturity. In addition, if a
large number of redemptions take place at a time when interest rates have
increased, the Fund may have to sell portfolio securities prior to maturity and
at a price which might be lower than their value under the amortized cost
method of valuation.

Pursuant to Rule 2a-7, the Board of Directors of the Company has
determined, in good faith, that it is in the best interests of the Fund and its
shareholders to maintain a stable net asset value per share by virtue of the
amortized cost method of valuation. The Fund will continue to use this method
only so long as the Board of Directors believes that it fairly reflects net
asset value per share calculated using market quotations. In accordance with
Rule 2a-7, the Board of Directors of the Company has, as a particular
responsibility within the overall duty of care owed to the Fund's shareholders,
established written procedures reasonably designed, taking into account current
market conditions and the Fund's investment objective, to stabilize the Fund's
net asset value per share at a single value. These procedures include the
periodic determination of any deviation of current net asset value per share,
calculated using available market quotations (or an appropriate substitute
which reflects current market conditions), from the Fund's amortized cost price
per share, the periodic review by the Board of the amount of any such deviation
and the method used to calculate any such deviation, the maintenance of records
of such determinations and the Board's review thereof, the prompt consideration
by the Board if any such deviation exceeds 1/2 of 1%, and the taking of such
remedial action by the Board as it deems appropriate where it believes the
extent of any such deviation may result in material dilution or other unfair
results to investors or existing

B-19
<PAGE> 39

shareholders. Such remedial action may include redemptions in kind, selling
portfolio instruments prior to realizing capital gains or losses, shortening
the average portfolio maturity, withholding dividends or utilizing a net asset
value per share as determined by using available market quotations. The Fund
will, in further compliance with Rule 2a-7, maintain a dollar-weighted average
portfolio maturity appropriate to its objective of maintaining a stable net
asset value and not exceeding 90 days; will not purchase any instrument with a
remaining maturity of greater than 397 days (thirteen months); will limit its
portfolio investments to those U.S. dollar-denominated instruments which the
Adviser, pursuant to the procedures established by the Board, determines
present minimal credit risks and which are Eligible Securities (as defined in
Rule 2a-7); will generally limit its investment in the securities of any one
issuer to no more than five percent of the Fund's assets, measured at the time
of purchase; will limit its investment in securities which are Second Tier
Securities (as defined in Rule 2a-7) to no more than five percent of the Fund's
assets, with investment in the Second Tier Securities of any one issuer being
limited to the greater of one million dollars or one percent of the Fund's
assets; will, in the event that a portfolio security goes into default or the
rating of a portfolio security is downgraded so that it no longer is an
Eligible Security, and in certain other circumstances, reassess promptly
whether the security presents minimal credit risks, determine whether
continuing to hold the security is in the best interest of the Fund, and record
such actions in the Fund's records; will notify the SEC if it holds defaulted
securities which amount to one half of one percent or more of the Fund's
assets; and will record, maintain and preserve a written copy of the
above-described procedures and a written record of the Board's considerations
and actions taken in connection with the discharge of its above-described
responsibilities.

In determining the approximate market value of portfolio investments,
the Fund may use outside organizations, which may-use a matrix or formula
method that takes into consideration market indices, matrices, yield curves and
other specific adjustments. This may result in the securities being valued at
a price different from the price that would have been determined had the matrix
or formula method not been used. All cash, receivables and current payables
are carried at their face value. Other assets, if any, are valued at fair
value as determined in good faith by the Company's Board of Directors.

PERFORMANCE INFORMATION

The Fund's current and effective yields are computed using
standardized methods required by the SEC. The annualized yields for the Fund
are computed by: (a) determining the net change in the value of a hypothetical
account having a balance of one share at the beginning of a seven-calendar-day
period; (b) dividing the net

B-20
<PAGE> 40

change by the value of the account at the beginning of the period to obtain the
base period return; and (c) annualizing the results (i.e., multiplying the base
period return by 365/7). The net change in the value of the account reflects
the value of additional shares purchased with dividends declared and all
dividends declared on both the original share and such additional shares, but
does not include realized gains and losses or unrealized appreciation and
depreciation. Compound effective yields are computed by adding 1 to the base
period return (calculated as described above), raising the sum to a power equal
to 365/7 and subtracting 1.

The yield for the seven day period ending December 31, 1995, for the
Fund was 4.91%, and the effective yield for the same period was 5.03%.

Yield may fluctuate daily and does not provide a basis for determining
future yields. Because the yields of the Fund will fluctuate, they cannot be
compared with yields on savings accounts or other investment alternatives that
provide an agreed to or guaranteed fixed yield for a stated period of time.
However, yield information may be useful to an investor considering temporary
investments in money market instruments. In comparing the yield of one money
market fund to another, consideration should be given to each fund's investment
policies, including the types of investments made, lengths of maturities of the
portfolio securities, the method used by each fund to compute the yield and
whether there are any special account charges which may reduce the effective
yield.

The yields on certain obligations, including the money market
instruments in which the Fund invests (such as commercial paper and bank
obligations), are dependent on a variety of factors, including general money
market conditions, conditions in the particular market for the obligation, the
financial condition of the issuer, the size of the offering, the maturity of
the obligation and the ratings of the issue. The ratings issued by Moody's
Investors Service and Standard & Poor's Corporation represent their respective
opinions as to the quality of the obligations they undertake to rate. Ratings,
however, are general and are not absolute standards of quality. Consequently,
obligations with the same rating, maturity and interest rate may have different
market prices. In addition, subsequent to its purchase by the Fund, an issue
may cease to be rated or may have its rating reduced below the minimum required
for purchase. In such an event, the Adviser will consider whether the Fund
should continue to hold the obligation.

From time to time, in advertisements or in reports to shareholders,
the yields of the Fund may be quoted and compared to those of other mutual
funds with similar investment objectives. For example, the yield of the Fund
may be compared to the IBC/Donoghue's Money Fund Averages, which are averages
compiled by IBC/Donoghue's Money Fund Report of Holliston, MA 01746, a widely

B-21
<PAGE> 41

recognized independent publication that monitors the performance of money
market funds, or to the data prepared by Lipper Analytical Services, Inc., a
widely recognized independent service that monitors the performance of mutual
funds.

TAXES

The Fund has qualified, and intends to remain qualified, as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
of 1986, as amended (the "Code"). As a regulated investment company, the Fund
is generally not subject to U.S. Federal income tax on its income and gains
distributed to shareholders, provided the Fund distributes to its shareholders
at least 90% of its net investment income (i.e., net income exclusive of net
long-term capital gains) each year.

To so qualify, the Fund must, among other things, (i) derive in each
taxable year at least 90% of its gross income from dividends, interest,
payments with respect to securities loans, and gains from the sale or other
disposition of stock or securities or foreign currencies, or other income
derived with respect to its business of investing in such stock, securities or
currencies; (ii) derive less than 30% of its gross income from gains (without,
in most cases, deduction for losses) from the sale or other disposition of
stock, securities, options, futures, forward contracts or foreign currencies
held for less than three months; and (iii) diversify its investments so that,
at the end of each quarter of its taxable year, (a) at least 50% of the value
of its assets is represented by cash, cash items, U.S. Government securities,
and other securities limited, in respect of any one issuer, to a value not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer and (b) not more than 25% of the
value of its assets is invested in the securities of any one issuer (other than
the U.S. Government). In addition, to utilize the tax provisions specially
applicable to regulated investment companies, the Fund must distribute to its
shareholders at least 90% of its investment company taxable income for the year
and 90% of its interest income which is excludable from income under Section
103(a) of the Code. In general, the Fund's investment company taxable income
will be its taxable income subject to certain adjustments and excluding the
excess of any net long-term capital gain for the taxable year over the net
short-term capital loss, if any, for such year.

As described in the Prospectus under "Taxes," shareholders (other than
tax-exempt shareholders) are subject to federal income tax on distributions of
income and capital gains, regardless of whether they reinvest such
distributions in shares of the Fund. Distributions of net investment income
are taxable to shareholders as ordinary income. The Fund does not intend to
make distributions that will be eligible for the corporate dividends received
deduction. Distributions of net capital gains (the excess of net long-

B-22
<PAGE> 42

capital gains over net short-term capital losses) are taxable to shareholders
as long-term capital gains regardless of the length of time shares of the Fund
have been held. The net capital gains of the Fund are expected to be minimal.
Shareholders will be advised annually as to the federal tax status, as capital
gain or ordinary income, of distributions made by the Fund during the year.

Any gain or loss realized upon a taxable disposition of Fund shares by
a shareholder who is not a dealer in securities generally will be treated as
long-term capital gain or loss if the shares have been held for more than one
year, and otherwise as short-term capital gain or loss. Any loss realized upon
a taxable disposition of Fund shares may be deferred if other Fund shares are
purchased (under the dividend reinvestment plan or otherwise) within 30 days
before or after the disposition.

The Fund may acquire certain securities at a discount. Current
federal income tax law requires that a holder (such as the Fund) of such a
security include in taxable income a portion of the discount which accrues on
such security during the tax year even if the Fund receives no payment in cash
on the security during the year. As a regulated investment company, the Fund
must pay out 90% of its net investment income each year, will be subject to
corporate-level tax to the extent it does not distribute all its income and
gains, and will be subject to a 4% excise tax if the additional distribution
requirement described below is not met. The foregoing rules would apply with
respect to any accrued discount included in the Fund's income, even though the
Fund may not receive cash corresponding to the accrued discount. Distributions
will be made from the cash assets of the Fund or by liquidating portfolio
securities, if necessary. If a distribution of cash necessitates the
liquidation of portfolio securities, the Adviser will select which securities
to sell. The Fund may realize a gain or loss from such sales, and any gain so
realized would also need to be distributed.

If for any taxable year the Fund does not qualify as a regulated
investment company, all of its taxable income and gains will be subject to tax
at regular corporate rates without any deduction for distributions to
shareholders, and all distributions will be taxable as ordinary dividends to
the extent of the Fund's current and accumulated earnings and profits. Such
distributions will be eligible for the dividends received deduction in the case
of corporate shareholders. However, additional federal income taxes may be
imposed on the Fund if it requalifies in a subsequent taxable year as a
regulated investment company.

A non-deductible 4% excise tax will be imposed on the Fund to the
extent the Fund does not distribute during each calendar year (i) 98% of its
ordinary income for such calendar year, (ii) 98% of its capital gain net income
for the one-year period ending October 31 of such calendar year (or the Fund's
actual taxable year ending December 31, if elected) and (iii) certain other
amounts not dis-

B-23
<PAGE> 43

tributed in previous years. The Fund intends to distribute its income and
gains in a manner so as to avoid the imposition of such 4% excise tax.

For purposes of applying the distribution requirements described
above, and for purposes of determining the taxable income of shareholders each
year, dividends declared by the Fund in October, November or December of a
year, payable to shareholders as of a record date in such a month, and paid
during the following January, will be treated for Federal income tax purposes
as paid by the Fund and received by shareholders as of December 31 of the
calendar year declared.

Federal income tax is required to be withheld at the rate of 31% of
all taxable distributions payable to shareholders, including the proceeds of
any redemptions, who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications, or who have been
notified by the Internal Revenue Service that they are subject to backup
withholding. Corporate shareholders and certain other shareholders specified
in the Code generally are exempt from such backup withholding.

The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury regulations presently in effect, which are
subject to change by legislative or administrative action. No determination
can be made as to whether future legislation addressing the federal income tax
consequences to the Fund or its shareholders will be enacted.

The tax consequences to a foreign shareholder of an investment in the
Fund may be different from those described herein. Foreign shareholders are
advised to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.

Distributions to shareholders may also be subject to state and local
taxes, depending on each shareholder's particular situation. Investors are
urged to consult their own tax advisers with respect to the particular tax
consequences to them of an investment in the Fund.

DESCRIPTION OF SHARES

The Adviser provided the initial capital for the Fund by purchasing
100,000 shares for $100,000. Such shares were acquired for investment and were
redeemed on February 23, 1994. The organizational expenses of the Fund have
been borne by the Fund and were amortized over a 60-month period and if in the
future additional portfolios are offered by the Company, the organizational
expenses will be allocated among the portfolios in a manner deemed equitable by
the Board of Directors. As of April 17, 1996, to the Fund's knowledge no
person held beneficially 5% or more of the outstanding

B-24
<PAGE> 44

shares of the Fund, and the directors and officers of the Company as a group
owned less than 1% of such outstanding shares. All of the Fund's outstanding
shares were then owned of record by Bradford.

As a general matter, the Fund will not hold annual or other meetings
of shareholders. Under the Company's Articles of Incorporation and By-Laws, an
annual meeting of shareholders is not required to be held in any year in which
the Fund is not required under the 1940 Act to submit for shareholder approval
(i) the election of director(s), (ii) any contract with an investment adviser
or principal underwriter (as such terms are defined in the 1940 Act) or any
renewal or amendment thereof, or (iii) the selection of the Fund's independent
public accountants. Each duly elected director serves until the election and
qualification of his successor, if any, or until such director sooner dies,
resigns, retires or is removed by the shareholders. Under certain
circumstances shareholders have the right to call for a meeting of shareholders
to consider the removal of one or more directors. The Company will assist in
shareholder communication in such matters.

Should the Fund in the future offer shares of one or more other
portfolios, the Articles of Incorporation provide that on any matter submitted
to a vote of the shareholders of the Company, all shares entitled to vote,
irrespective of portfolio, would be voted in the aggregate and not by portfolio
except that (a) as to any matter with respect to which a separate vote of any
portfolio is required by the 1940 Act (such as the Fund's Rule 12b-1 Plan) or
other applicable law, such requirements as to a separate vote by that portfolio
would apply in lieu of the aggregate voting as described above, and (b) as to
any matter which does not affect the interest of all portfolios, only
shareholders of the affected portfolio or portfolios would be entitled to vote
thereon.

Rule 18f-2 under the 1940 Act provides that any matter required to be
submitted by the provisions of such Act or applicable state law, or otherwise,
to the holders of the outstanding voting securities of an investment company
such as the Company shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares (as
defined below) of each portfolio affected by such matter. Rule 18f-2 further
provides that a portfolio shall be deemed to be affected by a matter unless it
is clear that the interests of each portfolio in the matter are identical or
that the matter does not affect any interest of such portfolio. However, such
Rule exempts the selection of independent public accountants and the election
of directors from its separate voting requirements.

As used in the Prospectus and in this Statement of Additional
Information, the term "majority of the outstanding shares" of the Company or a
particular portfolio of the Company means the vote of the lesser of (i) 67% or
more of the shares of the Company or such

B-25
<PAGE> 45

portfolio present at a meeting, if the holders of more than 50% of the
outstanding shares of the Company or such portfolio are present or represented
by proxy, or (ii) more than 50% of the outstanding shares of the Company or
such portfolio.

For information relating to possible mandatory redemption of shares at
the election of the Fund, see the discussion under "PURCHASE AND REDEMPTION OF
SHARES -- Redemption Procedures" in the Prospectus.

MISCELLANEOUS

Counsel. The law firm of Baker & Hostetler, Washington Square, Suite
1100, 1050 Connecticut Avenue, N.W., Washington, D.C. 20036-5304, serves as
counsel to the Company and will pass upon the legality of the shares offered
hereby.

Independent Auditors. Deloitte & Touche LLP, Third National Financial
Center, Nashville, Tennessee 37219, serves as the Company's independent
auditors. The financial statements of the Fund appearing in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, as set forth
in their report appearing elsewhere herein, and have been included in reliance
on their report given on their authority as experts in accounting and auditing.

B-26
<PAGE> 46

FINANCIAL STATEMENTS

B-27
<PAGE> 47

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
AGENCY OBLIGATIONS........................... 11.2%
Federal Farm Credit Bank
5.55% 02/07/96 $ 6,000 $ 5,965,775
5.40% 12/02/96 5,000 5,001,509
Federal Home Loan Bank
5.62% 05/20/96 3,000 2,934,433
Federal Home Loan Mortgage Corp.
6.68% 01/31/96 10,000 9,944,333
5.54% 02/26/96 16,500 16,357,807
5.58% 05/24/96 5,000 4,888,400
Federal National Mortgage Association
5.62% 01/16/96 6,000 5,985,950
5.50% 02/21/96 13,000 12,898,708
5.50% 03/13/96 9,000 8,901,000
5.62% 04/12/96 8,000 7,872,613
5.10% 10/30/96 5,000 4,785,375
5.10% 11/20/96 10,000 9,541,000
5.16% 11/20/96 9,000 8,582,040
5.11% 11/22/96 5,000 4,768,631
7.70% 12/10/96 4,575 4,670,765
------------
TOTAL AGENCY OBLIGATIONS 113,098,339
------------
COMMERCIAL PAPER............................. 80.0%
Agriculture.................................. 6.7%
Cargill, Inc. (A-1+/P-1)
5.67% 01/24/96 10,000 9,963,775
5.61% 02/20/96 16,500 16,371,437
5.55% 03/12/96 5,000 4,945,271
Golden Peanuts Co. (A-1+/P-1)
5.62% 01/19/96 6,000 5,983,140
5.68% 01/26/96 5,000 4,980,278
5.65% 02/09/96 6,000 5,963,275
5.63% 02/16/96 10,000 9,928,061
5.67% 02/27/96 6,000 5,946,135
5.60% 03/05/96 4,000 3,960,178
------------
68,041,550
------------
</TABLE>

See accompanying notes to financial statements.

B-28
<PAGE> 48

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Continued)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Automobiles.................................. 0.7%
Daimler-Benz North America (A-1/P-1)
5.68% 01/19/96 $ 7,500 $ 7,478,700
------------
Banks -- Multi-National...................... 1.0%
Comerica (A-1/P-1)
6.18% 05/28/96 10,000 10,047,651
------------
Beverages.................................... 3.8%
PepsiCo, Inc. (A-1/P-1)
5.70% 01/04/96 4,400 4,397,910
5.65% 02/15/96 14,000 13,901,125
5.62% 02/22/96 20,000 19,837,643
------------
38,136,678
------------
Chemicals.................................... 3.3%
Dupont (E.I.) deNemours & Co.
(A-1+/P-1)
5.70% 01/17/96 10,000 9,974,667
5.67% 01/18/96 3,500 3,490,629
5.70% 01/19/96 2,000 1,994,300
5.67% 01/22/96 8,000 7,973,540
5.65% 01/25/96 10,000 9,962,333
------------
33,395,469
------------
Communications............................... 2.5%
Dun & Bradstreet Corp. (A-1+/P-1)
5.59% 02/20/96 8,000 7,937,889
5.60% 02/27/96 10,000 9,911,333
Knight-Ridder Inc. (A-1+/P-1)
5.70% 01/18/96 7,800 7,779,005
------------
25,628,227
------------
Electronics.................................. 2.8%
Hewlett-Packard Co. (A-1+/P-1)
5.55% 01/02/96 5,000 4,999,229
5.65% 01/24/96 10,000 9,963,903
5.62% 02/15/96 10,000 9,929,750
5.60% 02/29/96 3,000 2,972,467
------------
27,865,349
------------
</TABLE>

See accompanying notes to financial statements.

B-29
<PAGE> 49

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Continued)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Finance...................................... 24.9%
AT&T Capital Corp. (A-1/P-1)
5.71% 01/31/96 $ 10,000 $ 9,952,417
5.56% 05/13/96 3,000 2,938,377
Cargill Financial Services (A-1+/P-1)
5.60% 03/04/96 15,000 14,853,000
Ford Motor Credit Co. (A-1/P-1)
5.69% 02/13/96 7,000 6,952,425
5.55% 02/23/96 15,000 14,877,438
5.64% 02/26/96 6,500 6,442,973
5.55% 02/28/96 1,000 991,058
5.57% 02/29/96 7,500 7,431,535
5.57% 03/01/96 2,000 1,981,433
5.50% 07/12/96 4,000 3,882,056
General Electric Capital Corp.
(A-1+/P-1)
5.56% 01/31/96 12,000 11,944,400
5.57% 03/01/96 12,000 11,888,600
J.C. Penney Funding Corp. (A-1/P-1)
5.65% 02/12/96 11,000 10,927,492
5.65% 02/13/96 10,500 10,429,140
5.65% 02/14/96 15,000 14,896,417
5.62% 02/28/96 9,000 8,918,510
Met Life Funding Corp. (A-1+/P-1)
5.65% 01/03/96 7,120 7,117,765
5.70% 01/09/96 13,000 12,983,533
5.68% 01/12/96 20,000 19,965,288
5.65% 01/30/96 7,500 7,465,865
Nordstrom Credit Inc. (A-1/P-1)
5.65% 02/12/96 7,000 6,953,858
Pitney Bowes Credit Corp. (A-1+/P-1)
5.67% 01/24/96 12,000 11,956,530
5.66% 01/26/96 10,000 9,960,694
5.62% 02/05/96 8,000 7,956,289
5.60% 02/09/96 15,000 14,909,000
</TABLE>

See accompanying notes to financial statements.

B-30
<PAGE> 50

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Continued)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Finance -- (Continued)
USAA Capital Corp. (A-1+/ P-1)
5.66% 01/31/96 $ 5,000 $ 4,976,417
5.63% 02/14/96 8,000 7,944,951
------------
251,497,461
------------
Financial Services........................... 8.9%
Bear Stearns Companies, Inc. (A-1/P-1)
5.60% 01/16/96 8,000 7,981,333
5.67% 01/19/96 11,000 10,968,815
Goldman Sachs Group L.P. (A-1+/P-1)
5.73% 01/08/96 15,000 14,983,288
5.68% 02/07/96 20,000 19,883,243
5.60% 04/19/96 8,500 8,355,878
Merrill Lynch & Co., Inc. (A-1+/P-1)
5.72% 01/18/96 8,000 7,978,391
5.74% 01/22/96 2,000 1,993,303
5.75% 01/25/96 4,500 4,482,750
5.67% 02/12/96 10,000 9,933,850
5.66% 02/28/96 3,500 3,468,084
------------
90,028,935
------------
Food......................................... 5.5%
CPC International, Inc. (A-1/P-1)
5.68% 02/05/96 8,500 8,453,061
5.65% 02/08/96 7,000 6,958,253
5.62% 02/16/96 12,000 11,913,827
5.56% 03/11/96 4,500 4,451,350
5.57% 03/11/96 9,000 8,902,525
5.55% 03/18/96 10,000 9,881,292
McCormick and Co., Inc. (A-1/P-1)
5.45% 07/26/96 5,000 4,843,313
------------
55,403,621
------------
</TABLE>

See accompanying notes to financial statements.

B-31
<PAGE> 51

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Continued)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Food/Retail.................................. 4.6%
Winn-Dixie Stores, Inc. (A-1/P-1)
5.62% 01/10/96 $ 15,000 $ 14,978,925
5.66% 02/08/96 10,000 9,940,256
5.68% 02/08/96 15,000 14,910,067
5.65% 02/23/96 6,000 5,950,092
------------
45,779,340
------------
Freight & Shipping........................... 0.3%
Norfolk Southern Corp. (A-1+/P-1)
5.67% 01/11/96 3,000 2,995,275
------------
Industrial................................... 5.7%
Schering-Plough Corp. (A-1+/P-1)
5.56% 01/17/96 10,000 9,975,289
5.63% 01/23/96 11,000 10,962,154
5.63% 02/27/96 8,000 7,928,687
5.45% 05/02/96 10,000 9,815,306
Stanley Works (A-1/P-1)
5.68% 02/02/96 15,000 14,924,267
5.58% 02/27/96 4,000 3,964,660
------------
57,570,363
------------
Pharmaceutical............................... 2.3%
Eli Lilly & Co. (A-1+/P-1)
5.58% 03/15/96 15,000 14,827,950
Warner Lambert Co. (A-1+/P-1)
5.55% 04/09/96 8,500 8,370,269
------------
23,198,219
------------
Publishing................................... 1.5%
McGraw-Hill, Inc. (A-1/P-1)
5.67% 01/23/96 10,000 9,965,350
5.67% 01/26/96 5,600 5,577,950
------------
15,543,300
------------
Retail Merchandising......................... 1.5%
Home Depot (A-1/P-1)
5.68% 01/11/96 15,000 14,976,333
------------
</TABLE>

See accompanying notes to financial statements.

B-32
<PAGE> 52

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Continued)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- ------------
<S> <C> <C> <C> <C>
Telecommunications........................... 3.3%
American Telephone & Telegraph Co.
(A-1+/P-1)
5.70% 01/12/96 $ 3,000 $ 2,994,775
5.59% 02/13/96 8,000 7,946,584
5.65% 02/15/96 3,000 2,978,813
5.56% 03/11/96 9,500 9,397,294
5.57% 03/29/96 4,000 3,945,538
5.51% 04/05/96 2,000 1,970,919
Southwestern Bell Capital Corp.
(A-1/p-1)
5.45% 03/18/96 2,000 1,976,686
Southwestern Bell Telephone (Aa3/AA)
8.30% 06/01/96 1,500 1,515,100
------------
32,725,709
------------
Transportation............................... 0.7%
Conrail Inc. (A-1/P-1)
5.72% 01/12/96 7,000 6,987,766
------------
TOTAL COMMERCIAL PAPER 807,299,946
------------
U.S. TREASURY OBLIGATIONS.................... 1.1%
U.S. Treasury Notes
5.875% 05/31/96 10,000 10,001,197
6.125% 07/31/96 1,000 1,002,217
------------
TOTAL U.S. TREASURY OBLIGATIONS 11,003,414
------------
VARIABLE RATE OBLIGATIONS.................... 7.7%
Federal Home Loan Bank Notes
6.03% 01/02/96 10,000 10,000,000
6.21% 03/29/96 3,500 3,497,384
Federal National Mortgage Association Notes
4.35% 01/05/96 30,000 29,979,768
5.68% 03/14/96 5,000 5,000,000
Student Loan Marketing Association Notes
5.23% 01/02/96 20,000 20,000,000
5.24% 01/02/96 5,000 4,998,651
5.40% 01/02/96 4,000 3,997,805
------------
TOTAL VARIABLE RATE OBLIGATIONS 77,473,608
------------
</TABLE>

See accompanying notes to financial statements.

B-33
<PAGE> 53

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Net Assets -- (Concluded)
December 31, 1995

<TABLE>
<CAPTION>
PERCENTAGE PAR
OF PORTFOLIO MATURITY (000) VALUE
------------ -------- -------- --------------
<S> <C> <C> <C> <C>
TOTAL INVESTMENTS........................... 100.0% $1,008,875,307
(Amortized Cost $1,008,875,307)*
OTHER ASSETS IN EXCESS OF LIABILITIES....... 0.0% 494,408
------------ --------------
NET ASSETS.................................. 100.0% $1,009,369,715
========== ==============
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE
(1,009,369,715 / 1,009,383,915) $1.00
==============
- ---------------
* Also cost for Federal Income Tax purposes.
</TABLE>

See accompanying notes to financial statements.

B-34
<PAGE> 54

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Statement of Operations
For the Year Ended December 31, 1995

<TABLE>
<S> <C>
INVESTMENT INCOME
Interest...................................................................... $52,952,970
-----------
EXPENSES
Advisory fees................................................................. 3,359,005
Administration fees........................................................... 493,829
Distribution fees............................................................. 1,776,574
Directors' fees............................................................... 24,000
Custodian fees................................................................ 102,567
Transfer agent fees........................................................... 1,120,184
Legal......................................................................... 13,000
Audit......................................................................... 19,500
SEC registration fees......................................................... 99,280
Blue sky registration fees.................................................... 65,000
Insurance..................................................................... 28,552
Printing and Postage.......................................................... 119,799
Miscellaneous................................................................. 23,119
-----------
TOTAL EXPENSES........................................................... 7,244,409
Waiver of Advisory and Distribution Fees...................................... (120,101)
-----------
NET EXPENSES............................................................. 7,124,308
-----------
NET INVESTMENT INCOME.............................................................. 45,828,662
NET REALIZED LOSS ON INVESTMENTS................................................... (864)
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS............................... $45,827,798
============
</TABLE>

See accompanying notes to financial statements.

B-35
<PAGE> 55

THE BRADFORD FUND, INC.

THE BRADFORD MONEY FUND

Statements of Changes in Net Assets

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
----------------- -----------------
<S> <C> <C>
Increase (decrease) in Net Assets:
Operations:
Net investment income................................... $ 45,828,662 $ 24,947,849
Net realized loss on investments........................ (864) (10,526)
----------------- -----------------
Net increase in net assets resulting from operations.... 45,827,798 24,937,323
----------------- -----------------
Dividends to shareholders from:
Net investment income ($.0515 and $.0343 per share,
respectively)......................................... (45,828,662) (24,947,849)
----------------- -----------------
Total dividends to shareholders............................ (45,828,662) (24,947,849)
----------------- -----------------
Capital Stock Transactions:
Proceeds from sale of capital shares.................... 4,174,590,024 3,297,613,955
Value of shares issued in reinvestment of dividends..... 43,866,080 24,178,144
Cost of shares repurchased.............................. (3,886,262,837) (3,363,941,161)
----------------- -----------------
Increase(decrease) in net assets derived from capital
stock
transactions.......................................... 332,193,267 (42,149,062)
----------------- -----------------
Total increase (decrease) in assets........................ 332,192,403 (42,159,588)
----------------- -----------------
Net Assets:
Beginning of year.......................................... 677,177,312 719,336,900
----------------- -----------------
End of year................................................ $ 1,009,369,715 $ 677,177,312
=============== ===============
</TABLE>

See accompanying notes to financial statements.

B-36
<PAGE> 56

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Financial Highlights
(for a share outstanding through each period)

<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE FOR THE
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period........... $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
------------ ------------ ------------ ------------ ------------
INCOME FROM INVESTMENT
OPERATIONS:
Net Investment Income...................... .0515 .0343 .0247 .0308 .0531
Net Realized Gain on Investments........... -- -- -- .0001 --
------------ ------------ ------------ ------------ ------------
Total From Investment Operations....... .0515 .0343 .0247 .0309 .0531
------------ ------------ ------------ ------------ ------------
LESS DISTRIBUTIONS:
Dividend to Shareholders from Net Investment
Income..................................... (.0515) (.0343) (.0247) (.0308) (.0531)
Dividend to Shareholders from Net Realized
Gains...................................... -- -- -- (.0001) --
------------ ------------ ------------ ------------ ------------
Total Distributions ................... (.0515) (.0343) (.0247) (.0309) (.0531)
------------ ------------ ------------ ------------ ------------
Net Asset Value, End of Period................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============ ============ ============ ============
TOTAL RETURN................................... 5.28% 3.48% 2.50% 3.13% 5.44%
RATIO/SUPPLEMENT DATA:
Net Assets, End of Period (in thousand)...... $1,009,370 $677,177 $719,337 $652,622 $605,089
Ratio of Expenses to Average Daily Net
Assets................................... .80%(a) .80%(a) .81%(a) .85% .88%
Ratio of Net Investment Income to Average
Daily Net Assets......................... 5.15%(a) 3.39%(a) 2.47%(a) 3.08% 5.31%
------------ ------------ ------------ ------------ ------------
</TABLE>

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

(a) During the period a portion of the Distribution fees were voluntarily
reduced. If such voluntary fee reduction had not occurred, the Ratio of
Expenses to Average Daily Net Assets would have been .81%, .83% and .84%,
respectively, and the Ratio of Net Investment Income to Average Daily Net
Asset would have been 5.14%, 3.36% and 2.44%, respectively.

See accompanying notes to financial statements.

B-37
<PAGE> 57

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Notes to Financial Statements
December 31, 1995

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Bradford Funds, Inc, (the "Company"), an open-end, diversified
management investment company, was incorporated in Maryland on October 26, 1988.
The Company is authorized to issue 1.5 billion shares of multiple portfolios.
The Company is currently offering shares of one portfolio, The Bradford Money
Fund (the "Fund"). The only transaction occurring in the Fund between the date
of incorporation and the commencement of operations was the sale and issuance of
100,000 shares of capital stock for $100,000 to Bradford Capital Management,
Ltd. ("Bradford Capital Management"), the Fund's investment adviser, on January
10, 1989. The investment objective of the Fund is to provide as high a level of
current interest income as is consistent with maintaining liquidity and
stability of principal. It seeks to achieve this objective by investing in high
quality, U.S. dollar-denominated instruments, such as short-term U.S. Government
securities, bank certificates of deposit, commercial paper and repurchase
agreements. The ability of issuers of debt securities held by the Fund to meet
their obligations may be affected by economic developments in a specific
industry or region.

A) SECURITY VALUATION -- Portfolio securities are valued under the
amortized cost method, which approximates current market value. Under this
method, securities are valued at cost when purchased and thereafter a constant
proportionate amortization of any discount or premium is recorded until maturity
of the security. The Fund seeks to maintain net asset value per share at $1.00.

B) SECURITY TRANSACTIONS AND INVESTMENT INCOME -- Security transactions are
accounted for on the trade date. The cost of investments sold is determined by
use of the specific identification method for both financial reporting and
income tax purposes. Interest income is recorded on the accrual basis.

C) DISTRIBUTIONS TO SHAREHOLDERS -- Dividends from net investment income
are declared daily and paid monthly. Net realized capital gains, if any, will be
distributed at least annually.

D) FEDERAL INCOME TAXES -- The Fund intends to qualify for and elect the
tax treatment applicable to regulated investment companies under the Internal
Revenue Code and make the requisite distributions to its shareholders which will
be sufficient to relieve it from Federal income and Federal excise taxes.
Therefore, no provision has been recorded for Federal income or Federal excise
taxes.

E) REPURCHASE AGREEMENTS -- Money market instruments may be purchased from
financial institutions, such as banks and non-bank dealers, subject to the
seller's agreement to repurchase them at an agreed upon date and price.
Collateral for repurchase agreements may have longer maturities than the maximum
permissible remaining maturity of portfolio investments. The seller will be
required on a daily basis to maintain the value of the securities subject to the
agreement at not less than the repurchase price. If the seller defaults and the
value of the collateral declines or if bankruptcy proceedings are commenced with
respect to the seller of the security, realization of the collateral by the Fund
may be delayed or limited. The agreements are conditioned upon the collateral
being deposited under the Federal Reserve book-entry system or with the Fund's
custodian or a third party sub-custodian.

B-38
<PAGE> 58

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Notes to Financial Statements -- (Continued)
December 31, 1995

NOTE 2 -- INVESTMENT ADVISORY, ADMINISTRATION, DISTRIBUTION AND TRANSFER AGENCY
AGREEMENTS

The Fund has entered into an investment advisory agreement with Bradford
Capital Management. J.C.B. Financial Services, Inc. acts as the general partner
to the adviser and J.C. Bradford & Co., a Tennessee limited partnership
("Bradford"), is the adviser's limited partner. The general partner is a wholly
owned subsidiary of Bradford & Co., Incorporated. The Fund has also entered into
an Administration and Accounting Services Agreement with PFPC Inc. ("PFPC"), and
distribution and transfer agency agreements with Bradford.

For the advisory services provided and expenses assumed by it, Bradford
Capital Management is entitled to receive from the Fund a fee, computed daily
and payable monthly, at an annual rate of .40% of the first $500 million of the
Fund's daily net assets and .35% of the daily net assets of the Fund in excess
of $500 million. Bradford Capital Management may, in its discretion from time to
time, waive voluntarily all or any portion of its advisory fee or reimburse the
Fund for a portion of the expenses of its operations. For the year ended
December 31, 1995, waivers amounted to $2,131. Advisory fees, before such waiver
amounted to $3,359,005 for the year ended December 31, 1995.

As required by various state regulations, Bradford Capital Management will
reimburse the Fund if and to the extent that the aggregate operating expenses of
the Fund exceed applicable state limits for the first fiscal year. Currently,
the most restrictive of such applicable limits known to the Fund is 2.5% of the
first $30 million of average annual net assets, 2% of the next $70 million of
average annual net assets, and 1.5% of the remaining average annual net assets.
Certain expenses such as brokerage commissions, taxes, interest, and
extraordinary items are excluded from this limitation. No such reimbursements
were required for the year ended December 31, 1995.

For the administration services provided, PFPC is entitled to receive from
the Fund a fee, computed daily and payable monthly, at an annual rate of .10% of
the first $200 million of daily net assets; .075% of the next $200 million of
daily net assets; .05% of the next $200 million of daily net assets; .025% of
the next $100 million of daily net assets; and .01% of the daily net assets in
excess of $700 million.

The Fund has adopted a Plan of Distribution and pursuant thereto has
entered into an agreement under which the distributor, Bradford, is entitled to
receive from the Fund reimbursement of its distribution costs at an annual rate
of up to .20% of daily net assets. Bradford may, in its discretion from time to
time, waive voluntarily all or any portion of its distribution fees. For the
year ended December 31, 1995, waivers amounted to $117,970. Distribution fees,
before such waiver amounted to $1,776,574 for the year ended December 31, 1995.

For the transfer agency services provided, Bradford is entitled to receive
a fee, computed and paid monthly, at an annual rate of $11.50 per active
account.

B-39
<PAGE> 59

THE BRADFORD FUNDS, INC.

THE BRADFORD MONEY FUND

Notes to Financial Statements -- (Concluded)
December 31, 1995

NOTE 3 -- CAPITAL STOCK

Transactions in capital stock of the Fund were as follows:

<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, 1995 DECEMBER 31, 1994
------------------ ------------------
<S> <C> <C>
Shares sold................................................... 4,174,590,024 3,297,613,955
Shares issued in connection with reinvestment of dividends
from net investment income.................................. 43,866,080 24,178,144
Shares redeemed............................................... (3,886,262,837) (3,363,941,161)
--------------- ---------------
Net increase (decrease)....................................... 332,193,267 (42,149,062)
=============== ===============
</TABLE>

NOTE 4 -- NET ASSETS

Net assets consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1994
------------------ ------------------
<S> <C> <C>
Capital stock, at par........................................ $ 1,009,384 $ 677,191
Paid-in capital in excess of par............................. 1,008,374,531 676,513,457
Accumulated realized capital loss............................ (14,200) (13,336)
----------------- -----------------
$ 1,009,369,715 $ 677,177,312
================ =================
</TABLE>

B-40
<PAGE> 60

INDEPENDENT AUDITORS' REPORT

Shareholders and Board of Directors
The Bradford Funds, Inc.
The Bradford Money Fund

We have audited the accompanying statement of net assets of The Bradford
Funds, Inc., The Bradford Money Fund as of December 31, 1995 and the related
statements of operations for the year then ended and of changes in net assets
for each of the two years in the period then ended and the financial highlights
for each of the five years in the period then ended. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
December 31, 1995 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of The Bradford Funds,
Inc., The Bradford Money Fund as of December 31, 1995, the results of its
operations, changes in its net assets and the financial highlights for the
respective stated years in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP

Nashville, Tennessee
January 22, 1996

B-41
<PAGE> 61

APPENDIX

COMMERCIAL PAPER RATINGS

Standard & Poor's Corporation. Commercial paper ratings are
graded into four categories, ranging from "A" for the highest quality
obligations to "D" for the lowest. Issues assigned the A rating are regarded
as having the greatest capacity for timely payment. Issues in this category
are further refined with designation 1, 2, and 3 to indicate the relative
degree of safety. The "A-1" designation indicates that the degree of safety
regarding timely payment is very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus sign
designation.

Moody's Investors Service, Inc. Moody's commercial paper
ratings are opinions of the ability of the issuers to repay punctually
promissory obligations not having an original maturity in excess of nine
months. Moody's makes no representation that such obligations are exempt from
registration under the Securities Act of 1933, nor does it represent that any
specific note is a valid obligation of a rated issuer or issued in conformity
with any applicable law. Moody's employs the following three designations, all
judged to be investment grade, to indicate the relative repayment capacity of
rated issuers:

Prime-1 Superior capacity for repayment of short-term promissory
obligations.

Prime-2 Strong capacity for repayment of short-term promissory
obligations.

Prime-3 Acceptable capacity for repayment of short-term promissory
obligations.

Duff and Phelps, Inc. Duff & Phelps' commercial paper ratings
are consistent with the short-term rating criteria utilized by money market
participants. The ratings apply to obligations with maturities (when issued)
of under one year.

Duff & Phelps refines the traditional "1" category. As a
consequence, Duff & Phelps has incorporated gradations of "1+" (one plus) and
"1-" (one minus), to, respectively, indicate the "highest" certainty of timely
payment or simply "high" certainty of timely payment. The Duff 2 category has
not been similarly refined but could be at some later date.

Duff 1 Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors
are minor.

A-1
<PAGE> 62

Duff 2 Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing internal funds needs may
enlarge total financing requirements, access to capital markets is
good. Risk factors are small.

Duff 3 Satisfactory liquidity and other protection factors qualify issue as
investment grade. Risk factors are larger and subject to more
variation. Nevertheless, timely payment is expected.

All Duff & Phelps' short-term ratings (Duff 1, Duff 2 and Duff 3) are
considered investment grade. No ratings are issued for companies whose
commercial paper is not deemed to be of investment grade.

Fitch Investor Service, Inc. Fitch Investor Service, Inc. shortterm ratings,
as described by the company, are:

Fitch-1: (Highest Grade) Commercial paper assigned this rating is
regarded as having the strongest degree of assurance for
timely payment.

Fitch-2: (Very Good Grade) Issues assigned this rating reflect an
assurance of timely payment only slightly less in degree than
the strongest issues.

Fitch-3: (Good Grade) Commercial paper carrying this rating has a
satisfactory degree of assurance for timely payment but the
margin of safety is not as great as the two higher categories.

NOTE: Plus (+). This sign is used after a rating symbol in the
first three rating categories to designate the relative
position of an issuer within the rating category.

IBCA Limited and IBCA, Inc. (with respect to debt issued by banks, bank
holding companies, United Kingdom building societies, broker-dealers and
broker-dealers' parent companies, and banksupported debt). IBCA Short Term
Ratings are as follows:

A1+ Obligations supported by the highest capacity for timely repayment.

A1 Obligations supported by a very strong capacity for timely repayment.

A2 Obligations supported by a strong capacity for timely repayment,
although such capacity may be susceptible to adverse changes in
business, economic or financial conditions.

A-2
<PAGE> 63

B1 Obligations supported by an adequate capacity for timely repayment.
Such capacity is more susceptible to adverse changes in business,
economic, or financial conditions than for obligations in higher
categories.

B2 Obligations for which the capacity for timely repayment is susceptible
to adverse changes in business, economic or financial conditions.

C1 Obligations for which there is an adequate capacity to ensure timely
repayment.

D1 Obligations which have a high risk of default or which are currently
in default.

IBCA considers A1+ a gradation of A1.

A-3
<PAGE> 64
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

Included in the Prospectus:

Financial Highlights for the period February 8, 1989 through
December 31, 1989 and for the years ended December 31, 1990,
1991, 1992, 1993, 1994 and 1995.

Included in Part B:

Statement of Net Assets as of December 31, 1995.

Statement of Operations for the year ended December 31, 1995.

Statement of Changes in Net Assets for the years ended
December 31, 1995 and 1994.

Financial Highlights for the years ended December 31, 1995,
1994, 1993, 1992 and 1991.

Notes to Financial Statements, December 31, 1995.

Independent Auditors' Report dated January 22, 1996.

All required financial statements are included in Part B. All other
financial statements and schedules are inapplicable.

(b) Exhibits

(1) Articles of Incorporation of the Registrant.

(1.1) Amendment to Articles of Incorporation dated
February 9, 1989.

(1.2) Articles Supplementary to Articles of Incorporation
approved July 19, 1989.

(1.3) Articles Supplementary to Articles of Incorporation
approved April 25, 1991.

(1.4) Articles Supplementary to Articles of Incorporation
approved August 3, 1995.

(2) Bylaws of the Registrant.

C-1
<PAGE> 65

(2.1) Amendment dated December 14, 1988 to Article III,
Section 6 of the Bylaws.

(2.2) Amendment dated January 31, 1989, to Article II,
Section 2 of the Bylaws.

(2.3) Amendment dated July 19, 1989, to Article I, Section
2 of the Bylaws.

(3) Not Applicable

(4) Not Applicable

(5) Form of Investment Advisory Agreement between the
Registrant on behalf of the Fund and the Adviser.

(6) Form of Distribution Agreement between the Registrant
on behalf of the Fund and Bradford.

(7) Not Applicable

(8) Form of Custodian Agreement between the Registrant on
behalf of the Fund and the Custodian.

(8.1) Form of Revised Fee Letter dated January 13, 1994,
relating to Custodian Agreement between the
Registrant on behalf of the Fund and the Custodian.

(9)(a) Form of Transfer Agency Agreement between the
Registrant on behalf of the Fund and Bradford.

(a)-1 Fee Letter dated as of February 1, 1993, relating to
the Transfer Agency Agreement between the Registrant
on behalf of the Fund and Bradford.

(b) Form of Administration and Accounting Services
Agreement between the Registrant on behalf of the
Fund and PFPC.

(b)-1 Form of letter amendment to Administration and
Accounting Services Agreement between the Registrant
on behalf of the Fund and PFPC.

(b)-2 Form of Revised Fee Letter dated January 13, 1994
relating to Administration and Accounting Services
Agreement between the Registrant on behalf of the
Fund and PFPC.

C-2
<PAGE> 66
(c) Form of Bradford Asset Checking Account Agreement is
incorporated by reference to Exhibit 9(c) to
Pre-Effective Amendment No. 2 (filed January 12,
1989) to Registrant's Registration Statement on Form
N-1A.

(c)-1 Form of Amended Bradford Cash Management Account
Agreement is incorporated by reference to Exhibit
(9)(c)-1 to Post-Effective Amendment No. 5 (filed
April 23, 1992) to Registrant's Registration
Statement on Form N-1A.

*(10) Opinion of Counsel.

(11) Consent of Deloitte & Touche LLP

(12) Not Applicable

(13) Form of Initial Capital Agreement between Bradford
Capital Management, Ltd. and the Registrant on behalf
of the Fund.

(14)(a) IRA Adoption Agreement and Disclosure Statement
relating thereto.

(b) J.C. Bradford Prototype Qualified Retirement Plan and
Trust (Model Plan), Adoption Agreements, Summary Plan
Description and Summary Plan Description General
Information Sheets.

(c) J.C. Bradford & Co. Prototype Simplified Employee
Pension Plan, Adoption Agreement and Participant
Salary Deferral Agreement.

(d) J.C. Bradford & Co. Simplified Standardized Adoption
Agreements and General Information Sheets.

(e) CODA (401(k)) Adoption Agreement for Model Plan is
incorporated by reference to Exhibit 14(e) to
Pre-Effective Amendment No. 1 (filed December 16,
1988) to Registrant's Registration Statement on Form
N-1A.

(e)-1 Amended CODA (401(k)) Adoption Agreement for Model
Plan is incorporated by reference to Exhibit 14(e)-1
to Post-Effective No. 3 (filed April 27, 1990) to
Registrant's Registration Statement on Form N-1A.

- -----------------------------
* Filed with Registrant's Notice filed pursuant to Rule 24f-2 on
February 26, 1996.

C-3
<PAGE> 67

(15) Form of Rule 12b-1 Plan of Registrant on behalf of
the Fund.

(16) Schedule for Computation of Performance Quotations is
incorporated by reference to Exhibit 16 to
Post-Effective Amendment No. 7 to Registrant's
Registration Statement on Form N-1A (filed April 26,
1994).

(17) Financial Data Schedule.

(18) None.

(19) (a) Consent of Baker & Hostetler.

(b) Powers of Attorney for Allan L. Erb, Douglas
C. Altenbern, William Carter, Richard W.
Hanselman, Michael R. Shea, Edward J. Roach,
William T. Spitz and Randall R. Harness.

Item 25. Persons Controlled by or Under Common Control with Registrant

None.

Item 26. Number of Holders of Securities

<TABLE>
<CAPTION>
(1) (2)
Number of Record Holders
Title of Class as of March 31, 1996*
-------------- ------------------------
<S> <C>
Common Stock, 103,676
par value $.001
per share
</TABLE>

Item 27. Indemnification

Article VIII of the Registrant's Articles of Incorporation provides
for indemnification of any director or officer of Registrant to the fullest
extent permitted by law, including the advance of expenses under the procedures
and to the full extent permitted by law. This provision does not authorize
indemnification of any director or officer against any liability to Registrant
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his

- ----------------------------
* Shares are registered in the name of J.C. Bradford & Co. LLC for the
sub-accounts of these holders.

C-4
<PAGE> 68
office. Registrant will advance indemnification expenses only in accordance
with the requirements imposed by the Securities and Exchange Commission as set
forth in Investment Company Act Releases 7,221 and 11,330.

Insofar as the indemnification for liability 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 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.

Mutual fund and director and officer liability policies may be
purchased jointly by the Registrant, Bradford Capital Management, Ltd. and
Bradford to insure such persons and their respective partners, directors,
officers and employees, subject to the policies' coverage limits and exclusions
and varying deductibles, against loss resulting from claims by reason of any
act, error, omission, misstatement, misleading statement, neglect or breach of
duty.

Item 28. Business and Other Connections of Investment Adviser

Information on the business of the Adviser is described in the section
of the Prospectus, filed as part of this Registration Statement, entitled
"MANAGEMENT."

Set forth below is a list of the general partner and all officers of
Bradford Capital Management, Ltd. and, with respect to each such person, the
name and business address of all companies (if any) with which such person has
been connected at any time since January 1, 1994, as well as the capacity in
which such person was connected:

C-5
<PAGE> 69

<TABLE>
<CAPTION>
Name and
Position with Name and Principal Business Connection with
Investment Adviser Address of Other Company Other Company
- ------------------ --------------------------- ---------------
<S> <C> <C>
Allan L. Erb J.C. Bradford & Co. LLC Voting Member
President 330 Commerce Street
Nashville, TN 37201

Michael R. Shea J.C. Bradford & Co. LLC Voting Member
Vice President 330 Commerce Street
Nashville, TN 37201

Judy K. Abroms J.C. Bradford & Co. LLC Equity Member
Vice President 330 Commerce Street
Nashville, TN 37201

R. Patrick Shepherd J.C. Bradford & Co. LLC Voting Member and
Vice President 330 Commerce Street Secretary
Nashville, TN 37201

JCB Financial Services, Inc. Secretary
330 Commerce Street
Nashville, TN 37201

Randall R. Harness J.C. Bradford & Co. LLC Voting Member and
Secretary/Treasurer 330 Commerce Street Assistant Secretary
Nashville, TN 37201

JCB Financial Services, Inc. Treasurer
330 Commerce Street
Nashville, TN 37201

J.C. Bradford & Co. LLC, Inc. Secretary/Treasurer
330 Commerce Street
Nashville, TN 37201

Robert P. DeBastiani J.C. Bradford & Co. LLC Equity Member
Vice President 330 Commerce Street
Nashville, TN 37201

JCB Financial Bradford & Co., Incorporated Subsidiary
Services, Inc. 330 Commerce Street
General Partner Nashville, TN 37201
</TABLE>

C-6
<PAGE> 70

Item 29. Principal Underwriters

(a) J.C. Bradford & Co. LLC does not act as principal underwriter,
distributor or investment adviser of any investment company other
than the Registrant.

(b) The name, positions and offices with J.C. Bradford & Co. LLC,
and positions and offices with the Registrant, of each voting member and
officer of J.C. Bradford & Co. LLC, 330 Commerce Street, Nashville, Tennessee
37201, are as follows:
<TABLE>
<CAPTION>
Positions and
Positions and Offices Offices with
Name with Underwriter Registrant
- --------------------- --------------------- -------------
<S> <C> <C>
J.C. Bradford, Jr. Senior Partner, Chief Manager None
W. Lucas Simons, Jr. Managing Partner None
C. Taxon Malott Voting Member None
Victor A. Ptak Voting Member None
M. Alton Ross, Jr. Voting Member None
J. Ronald Scott Voting Member None
R. Murray Hatcher Voting Member None
F. Mitchell Johnson Voting Member None
Park B. Smith Voting Member None
James M. Avent, Jr. Voting Member None
R. R. Harness Chief Financial Partner Treasurer
and Assistant Secretary
Michael R. Shea Voting Member Vice President and
Director
R. Patrick Sheperd Voting Member and Secretary Vice President
John Felber Voting Member None
James S. Frazer, III Voting Member None
Douglas O. Kitchen Voting Member None
Louis B. Todd, Jr. Voting Member None
Marc Garrett Voting Member None
Eric L. Broder Voting Member None
Frank F. Venable, Jr. Voting Member None
Barry B. Polston Voting Member None
Allan L. Erb Voting Member President and
Director
Jeffrey E. Powell Voting Member None
</TABLE>

Item 30. Location of Accounts and Records

The Articles of Incorporation, By-Laws and minute books of the
Registrant are in the physical possession of Baker & Hostetler, 65 East State
Street, Suite 2100, Columbus, Ohio 43215. All other accounts, books and other
documents required to be maintained under Section 31(a) of the Investment
Company Act of 1940 and the rules and regulations promulgated thereunder are in
the physical possession of Bradford Capital Management, Ltd., 330 Commerce
Street, Nashville, Tennessee 37201 (records relating to investment advisory
functions), J.C. Bradford & Co. LLC, 330 Commerce Street,

C-7
<PAGE> 71
Nashville, Tennessee 37201 (records relating to transfer agency and dividend
disbursing functions), or PFPC, Inc., 400 Bellevue Parkway, Wilmington,
Delaware 19809 (all other records).

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Not applicable.

C-8
<PAGE> 72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Nashville and State of Tennessee on the 22nd day of April, 1996.

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND

By /s/ Allan L. Erb
-------------------------------------
Allan L. Erb
President

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

<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Allan L. Erb Principal Executive April 22, 1996
- ----------------------------- Officer and Director
Allan L. Erb

/s/ Randall R. Harness Principal Financial April 22, 1996
- ----------------------------- and Accounting Officer
Randall R. Harness

/s/*Douglas C. Altenbern Director April 22, 1996
- -----------------------------
Douglas C. Altenbern

/s/*William Carter Director April 22, 1996
- -----------------------------
William Carter

/s/*Richard W. Hanselman Director April 22, 1996
- -----------------------------
Richard W. Hanselman

/s/ *Edward J. Roach Director April 22, 1996
- -----------------------------
Edward J. Roach

/s/ Michael R. Shea Director April 22, 1996
- -----------------------------
Michael R. Shea

/s/*William T. Spitz Director April 22, 1996
- -----------------------------
William T. Spitz

*By /s/ Allan L. Erb April 22, 1996
- -----------------------------
Allan L. Erb
Attorney-in-Fact
</TABLE>

C-9
<PAGE> 73
EXHIBIT INDEX

Exhibit Description Page
- ------- ----------- ----
<S> <C>
(1) Articles of Incorporation of the Registrant.

(1.1) Amendment to Articles of Incorporation dated February 9, 1989.

(1.2) Articles Supplementary to Articles of Incorporation approved
July 19, 1989.

(1.3) Articles Supplementary to Articles of Incorporation approved
April 25, 1991.

(1.4) Articles Supplementary to Articles of Incorporation approved
August 3, 1995.

(2) Bylaws of the Registrant.

(2.1) Amendment dated December 14, 1988, to Article III, Section 6
of the Bylaws.

(2.2) Amendment dated January 31, 1989, to Article II, Section 2 of
the Bylaws.

(2.3) Amendment dated July 19, 1989, to Article I, Section 2 of the
Bylaws.

(5) Form of Investment Advisory Agreement between the Registrant
on behalf of the Fund and the Adviser.

(6) Form of Distribution Agreement between the Registrant on behalf
of the Fund and Bradford.

(8) Form of Custodian Agreement between the Registrant on behalf
of the Fund and the Custodian.

(8.1) Form of Revised Fee Letter relating to Custodian Agreement
between the Fund and the Custodian.

(9)(a) Form of Transfer Agency Agreement between the Registrant on
behalf of the Fund and Bradford.

(a)-1 Fee Letter dated as of February 22, 1993, relating to the
Transfer Agency Agreement
</TABLE>

C-10
<PAGE> 74

<TABLE>
<S> <C>
between the Registrant on behalf of the Fund and Bradford.

(b) Form of Administration and Accounting Services Agreement
between the Registrant on behalf of the Fund and PFPC.

(b)-1 Form of letter amendment to Administration and Accounting
Services Agreement between the Registrant on behalf of the
Fund and PFPC.

(b)-2 Form of Revised Fee Letter relating to Administration and
Accounting Services Agreement between the Registrant on
behalf of the Fund and PFPC.

(c) Form of Bradford Asset Checking Account Agreement was filed
as Exhibit 9(c) to Pre-Effective Amendment No. 2 (filed
January 12, 1989) to Registrant's Registration Statement on
Form N-1A.

(c)-1 Form of Amended Bradford Cash Management Account Agreement
was filed as Exhibit 9(c)-1 to Post-Effective Amendment
No. 5 (filed April 23, 1992) to Registrant's Registration
Statement on Form N-1A.

(11) Consent of Deloitte & Touche LLP

(13) Form of Initial Capital Agreement between Bradford Capital
Management, Ltd. and the Registrant on behalf of the Fund.

(14)(a) IRA Adoption Agreement and Disclosure Statement relating
thereto.

(b) J.C. Bradford Prototype Qualified Retirement Plan and Trust
(Model Plan), Adoption Agreements, Summary Plan Description
and Summary Plan Description and General Information Sheets.

(c) J.C. Bradford & Co. Prototype Simplified Employee Pension
Plan, Adoption Agreement and Participant Salary Deferral
Agreement.

(d) J.C. Bradford & Co. Simplified Standardized Adoption
Agreements and General Information Sheets.
</TABLE>

C-11
<PAGE> 75

<TABLE>
<S> <C>
(e) CODA (401(k)) Adoption Agreement for Model Plan was filed
as Exhibit 14(e) to Pre-Effective Amendment No. 1 (filed
December 16, 1988) to Registrant's Registration Statement
on Form N-1A.

(e)-1 Amended CODA (401(k)) Adoption Agreement for Model Plan was
filed as Exhibit 14(e)-1 to Post-Effective No. 3 (filed
April 27, 1990) to Registrant's Registration Statement
on Form N-1A.

(15) Form of Rule 12b-1 Plan of Registrant on behalf of the Fund.

(16) Schedule for Computation of Performance Quotations was filed
as Exhibit 16 to Post-Effective Amendment No. 7 (filed
April 26, 1994) to the Registrant's Registration Statement
on Form N-1A.

(17) Financial Data Schedule.

(18) None.

(19) (a) Consent of Baker & Hostetler.

(b) Power of Attorney for Allan L. Erb, Douglas C.
Altenbern, William Carter, Richard W. Hanselman,
Michael R. Shea, Edward J. Roach, William T. Spitz
and Randall R. Harness.
</TABLE>

C-12
<PAGE> 76

As filed with the Securities and Exchange Commission April 24, 1996

1933 Act Registration No. 33-25137
1940 Act File No. 811-5682

EXHIBITS TO

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / x /

Post-Effective Amendment No. 9 / x /

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / x /

Amendment No. 11

The Bradford Funds, Inc.
The Bradford Money Fund
(Exact Name of Registrant as Specified in Charter)

400 Bellevue Parkway
Wilmington, Delaware 19809
(Address of Principal Executive Offices)

Registrant's Telephone Number:
(302) 791-9300

C-13

<PAGE> 1

EXHIBIT (1)

ARTICLES OF INCORPORATION

THE BRADFORD FUNDS, INC.

ARTICLE I

THE UNDERSIGNED, Andrew H. Shaw, whose post office address is One
First National Plaza, Chicago, Illinois 60603, being at least eighteen years of
age, does hereby act as an incorporator, under and by virtue of the General
Laws of the State of Maryland, authorizing the formation of corporations and
with the intention of forming a corporation.

ARTICLE II

The name of the corporation is The Bradford Funds, Inc. (hereinafter
called the "Corporation").

ARTICLE III

The purposes for which the Corporation is formed are to act as an
open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and to exercise and generally to enjoy all
of the powers, rights and privileges granted to, or conferred upon,
corporations by the General Laws of the State of Maryland now or hereafter in
force.

ARTICLE IV

The Corporation is expressly empowered as follows:

(1) To hold, invest and reinvest its assets in securities and
other investments including part or all of its assets in cash.

(2) To issue and sell shares of its capital stock in such amounts
and on such terms and conditions and for such purposes and for such amount or
kind of consideration as may now or hereafter be permitted by law.

(3) To redeem, purchase or otherwise acquire, hold, dispose of,
resell, transfer, reissue or cancel (all without the vote or consent of the
shareholders of the Corporation) shares of its capital stock, in any manner and
to the extent now or hereafter permitted by law and by charter of the
Corporation.

(4) To enter into a written contract or contracts with any person
or persons providing for a delegation of the management of all or part of this
Corporation's securities portfolio(s) and also for the delegation of the
performance of various administrative or corporate functions, subject to the
direction of the Board of Directors. Any such contract or contracts may be
made with any
<PAGE> 2

person whether or not such person may be an officer, other employee, Director
or shareholder of this Corporation or a corporation, partnership, trust or
association in which any such officer, other employee, Director or shareholder
may be interested.

(5) To enter into a written contract or contracts appointing one
or more underwriters, distributors or agents for the sale of the shares of the
Corporation on such terms and conditions as the Board of Directors of this
Corporation may deem reasonable and proper, and to allow such person or persons
a commission on the sale of such shares. Any such contract or contracts may be
made with any person whether or not such person may be an officer, other
employee, Director or shareholder of this Corporation or a corporation,
partnership, trust or association in which any such officer, other employee,
Director or shareholder may be interested.

(6) To enter into a written contract or contracts employing such
custodian or custodians for the safekeeping of the property of the Corporation
and of its shares, such dividend disbursing agent or agents, and such transfer
agent or agents and registrar or registrars for its shares, and such agent or
agents for accounting and other administrative services on such terms and
conditions as the Board of Directors of this Corporation may deem reasonable
and proper for the conduct of the affairs of the Corporation, and to pay the
fees and disbursements of such custodians, dividend disbursing agents, transfer
agents, registrars and accounting and administrative services agents out of the
income and/or any other property of the Corporation. Notwithstanding any other
provisions of the charter or the By-Laws of the Corporation, the Board of
Directors may cause any or all of the property of the Corporation to be
transferred to, or to be acquired and held in the name of, a custodian so
appointed or any nominee or nominees of this Corporation or nominee or nominees
of such custodian satisfactory to the Board of Directors.

(7) To employ the same person, partnership (general or limited),
association, trust or corporation in any multiple capacity under Sections (4),
(5) and (6) of this Article, who may receive compensation from the Corporation
in as many capacities in which such person, partnership (general or limited),
association, trust or corporation shall serve the Corporation.

(8) To do any and all such further acts or things and to exercise
any and all such further powers or rights as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment, carrying
out or attainment of the purposes stated in Article III hereof.

The Corporation shall be authorized to exercise and enjoy all of the
powers, rights and privileges granted to, or conferred upon, corporations by
the General Laws of the State of Maryland now or hereafter in force, and the
enumeration of the foregoing shall not

2
<PAGE> 3

be deemed to exclude any powers, rights or privileges so granted or conferred.

ARTICLE V

The post office address of the principal office of the Corporation in
the State of Maryland is c/o The Corporation Trust Incorporated, 32 South
Street, Baltimore, Maryland 21202. The name of the resident agent of the
Corporation in this State, which is a corporation of this State, is The
Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202.

ARTICLE VI

(1) The total number of shares of capital stock which the Corporation
shall have the authority to issue is five hundred million (500,000,000) shares,
of the par value of $.001 per share and of the aggregate par value of five
hundred thousand dollars ($500,000), all of which shares are initially
classified and designated Common Stock. Unless and until the Corporation's
Board of Directors classifies unissued stock into one or more classes or series
which are in addition to a single outstanding class or series, or after the
Board has reclassified issued stock of one or more classes or series into a
single class or series, all shares of stock of the Corporation shall be a
single class. Unless otherwise prohibited by law, so long as the Corporation is
registered as an open-end investment company under the 1940 Act, the Board of
Directors shall have the power and authority, without the approval of the
holders of any outstanding shares, to increase or decrease the number of shares
of capital stock of the Corporation, or the number of shares of capital stock
of any class or series, that the Corporation has authority to issue.

(2) Any fractional share shall carry proportionately all the rights of
a whole share, excepting any right to receive a certificate evidencing such
fractional share, but including, without limitation, the right to vote and the
right to receive dividends.

(3) All persons who shall acquire stock in the Corporation shall
acquire such stock subject to the provisions of the charter and the By-Laws of
the Corporation. All shares issued pursuant to the charter of the Corporation
for which the price or consideration fixed thereon shall have been paid shall
be deemed to be fully paid and non-assessable.

(4) The Board of Directors shall have authority to classify and
reclassify any authorized but unissued shares of capital stock from time to
time by setting or changing in any one or more respects the preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications or terms or conditions of redemption of the capital
stock; provided

3
<PAGE> 4

that the Board of Directors shall not classify or reclassify any of such shares
into any class or series of stock which is prior to any class or series of
capital stock then outstanding with respect to rights upon the liquidation,
dissolution or winding up of the affairs of, or upon any distribution of the
general assets of, the Corporation, except that there may be variations so
fixed and determined among different series and classes as to investment
objectives, purchase price, right of redemption, special rights as to
dividends, and in liquidation, with respect to assets belonging to a particular
series or class, voting powers and conversion rights. Subject to the provisions
of Section 6 of this Article VI and applicable law, the power of the Board of
Directors to classify or reclassify any of the shares of capital stock shall
include, without limitation, authority to classify or reclassify any such stock
into a class or classes of capital stock and to divide and classify shares of
any class into one or more series of such class, by determining, fixing or
altering one or more of the following:

(A) The distinctive designation of such class or series and
the number of shares to constitute such class or series; provided
that, unless otherwise prohibited by the terms of such class or
series, the number of shares of any class or series may be decreased
by the Board of Directors in connection with any classification or
reclassification of unissued shares and the number of shares of such
class or series may be increased by the Board of Directors in
connection with any such classification or reclassification, and any
shares of any class or series which have been redeemed, purchased or
otherwise acquired by the Corporation shall remain part of the
authorized capital stock and be subject to classification and
reclassification as provided herein.

(B) Whether or not and, if so, the rates, amounts and times at
which, and the conditions under which, dividends shall be payable on
shares of such class or series.

(C) Whether or not shares of such class or series shall have
voting rights in addition to any general voting rights provided by law
and the charter of the Corporation and, if so, the terms of such
additional voting rights.

(D) The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the affairs
of, or upon any distribution of the assets of, the Corporation.

(E) Any other rights, restrictions, including restrictions on
transferability, and qualifications of shares of such class or series,
not inconsistent with the law and the charter of the Corporation.

4
<PAGE> 5

(5) The Board of Directors shall have authority to issue from time to
time shares of capital stock, whether now or hereafter authorized, for such
consideration as the Board of Directors may deem advisable, subject to such
limitations as may be set forth in the charter or the By-Laws of the
Corporation or in the Maryland General Corporation Law.

(6) In addition to such other preferences, rights, powers,
restrictions, limitations, qualifications and terms and conditions as may
otherwise be provided in the charter of the corporation, including any Articles
Supplementary creating any series or class of capital stock, shares of capital
stock of the Corporation shall have the following preferences, conversion and
other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption:

(A) Assets Belong to a Class or Series. All consideration
received by the Corporation for the issue or sale of stock of any
class or series of capital stock, together with all assets in which
such consideration is invested and reinvested, all income, earnings,
profits and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation thereof, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the
same may be, shall irrevocably belong to the class or series of shares
of capital stock with respect to which such assets, payments or funds
were received by the Corporation for all purposes, subject only to the
rights of creditors as provided in Section 6(C) of this Article VI,
and shall be so recorded upon the books of account of the Corporation.
Such consideration, assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of
such proceeds in whatever form, are herein referred to as "assets
belonging to" such class or series. Any assets, income, earnings,
profits, and proceeds thereof, funds or payments which are not readily
attributable to any particular class or series shall be allocable
among any one or more of the classes or series in such manner and on
such basis as the Board of Directors, in its sole discretion, shall
deem fair and equitable.

(B) Liabilities Belonging to a Class or Series. The assets
belonging to any particular class or series of capital stock shall be
charged with the liabilities of the Corporation in respect of such
class or series, and shall also be charged with such class' or series'
share of the general liabilities of the Corporation determined as
hereinafter provided. The determination of the Board of Directors
shall be conclusive as to the amount of such liabilities, including
the amount of accrued expenses and reserves; as to any allocation of
the same to a given class or series; and as to whether the same

5
<PAGE> 6

are allocable to one or more classes or series. The liabilities so
allocated to a class or series are herein referred to as "liabilities
belonging to" such class or series. Any liabilities which are not
readily attributable to any particular class or series shall be
allocable among any one or more of the classes or series in such
manner and on such basis as the Board of Directors, in its sole
discretion, shall deem fair and equitable.

(C) Dividends and Distributions. Shares of each class or
series of capital stock shall be entitled to such dividends and
distributions, in stock or in cash or both, as may be declared from
time to time by the Board of Directors, acting in its sole discretion,
with respect to such class or series, provided, however, that
dividends and distributions on shares of a class or series of capital
stock shall be paid only out of the lawfully available "assets
belonging to" such class or series as such phrase is defined in
Section 6(A) of this Article VI.

(D) Liquidating Dividends and Distributions. In the event of
the liquidation or dissolution of the Corporation, or of a particular
class or series, shareholders of each class or series of capital stock
shall be entitled to receive, as a class or series, out of the assets
of the Corporation available for distribution to shareholders, the
assets belonging to such class or series available for distribution
after satisfaction of the liabilities belonging to such class or
series; and the assets so distributable to the shareholders of any
class or series of capital stock shall be distributed among such
shareholders in proportion to the number of shares of such class or
series held by them and recorded on the books of the Corporation. In
the event that there are any general assets not belonging to any
particular class or series of stock and available for distribution,
such distribution shall be made to the holders of stock of all classes
or series of capital stock in proportion to the asset value of the
respective class or series of capital stock determined as hereinafter
provided.

(E) Voting. Each shareholder of each class or series of
capital stock shall be entitled to one vote for each share of capital
stock, irrespective of the class or series, then standing in his name
on the books of the Corporation or as otherwise provided by the
By-Laws, and on any matter submitted to a vote of shareholders, all
shares of capital stock then issued and outstanding and entitled to
vote shall be voted in the aggregate and not by class except that: (i)
when expressly required by law, shares of capital stock shall be voted
by individual class or series and (ii) unless otherwise required by
law, only shares of capital stock of the respective class or classes
or series affected by a matter shall be entitled to

6
<PAGE> 7

vote on such matter. At all meetings of the shareholders, the holders
of one-third of the shares of stock of the Corporation entitled to
vote at the meeting, present in person or by proxy, shall constitute a
quorum for the transaction of any business, except as otherwise
provided by law or by the charter of the Corporation. In the absence
of a quorum no business may be transacted, except that the holders of
a majority of the shares of stock present in person or by proxy and
entitled to vote may adjourn the meeting from time to time, without
notice other than announcement at the meeting except as otherwise
required by the By-Laws, until the holders of the requisite amount of
shares of stock shall be so present. At any such adjourned meeting at
which a quorum may be present any business may be transacted which
might have been transacted at the meeting as originally called. When a
quorum is present, each matter voted upon shall be decided by the vote
of the holders of a majority of the votes entitled to be cast on such
matter, except as otherwise provided by law or by the charter of the
Corporation and except that a plurality of all votes cast at a meeting
at which a quorum is present is sufficient to elect a director. The
absence from any meeting, in person or by proxy, of holders of the
number of shares of stock of the Corporation in excess of a majority
thereof which may be required by the laws of the State of Maryland,
the 1940 Act, or other applicable statute, the charter of the
Corporation, or the By-Laws, for action upon any given matter shall
not prevent action at such meeting upon any other matter or matters
which may properly come before the meeting, if there shall be present
at the meeting, in person or by proxy, holders of the number of shares
of stock of the Corporation required for action in respect of such
other matter or matters.

(F) Redemption. To the extent the Corporation has funds or
other property legally available therefor, each holder of shares of
capital stock of the Corporation shall be entitled to require the
Corporation to redeem all or any part of the shares standing in the
name of such holder on the books of the Corporation, and all shares
shall be subject to redemption by the Corporation, at the redemption
price of such shares as in effect from time to time as may be
determined by the Board of Directors of the Corporation in accordance
with the provisions hereof, subject to the right of the Board of
Directors of the Corporation to suspend the right of redemption of
shares or postpone the time of payment of such redemption price in
accordance with provisions of applicable law. Without limiting the
generality of the foregoing, the Corporation shall, to the extent
permitted by applicable law, have the right at any time to redeem the
shares owned by any holder of capital stock of the Corporation (i) if
the value of such shares in the account of such holder maintained by
the Corporation or its transfer agent is less than the minimum initial
investment amount

7
<PAGE> 8

applicable to that account as then set forth in the Corporation's
registration statement under the 1940 Act or (ii) if the net income
with respect to any particular class or series of capital stock should
be negative or it should otherwise be appropriate to carry out the
Corporation's responsibilities under or to meet the requirements of
the 1940 Act or the Internal Revenue Code, in each case subject to
such further terms and conditions as the Board of Directors of the
Corporation may from time to time adopt. The redemption price of
shares of capital stock of the Corporation or of any class or series
thereof shall, except as otherwise provided in this Section 6(F), be
the net asset value thereof or the net asset value of the class or
series of the shares redemption of which is being sought as determined
by the Board of Directors of the Corporation from time to time in
accordance with the provisions of applicable law, less such redemption
fee or other charge, if any, as may be fixed by resolution of the
Board of Directors of the Corporation. Payment of the redemption price
shall be made in cash by the Corporation at such time and in such
manner as may be determined from time to time by the Board of
Directors of the Corporation unless, in the opinion of the Board of
Directors, which shall be conclusive, conditions exist which make
payment wholly-in cash unwise or undesirable; in such event the
Corporation may make payment wholly or partly by securities or other
property included in the assets belonging or allocable to the class or
series of the shares redemption of which is being sought.

(G) Conversion or Exchange. Each holder of any class or series
of capital stock of the Corporation who surrenders his share
certificate in good delivery form to the Corporation or, if the shares
in question are not represented by certificates, who delivers to the
Corporation a written request in good order signed by the shareholder,
shall, subject to such limitations and procedures as may be
established by the Board of Directors, be entitled to convert or
exchange the shares in question on the basis hereinafter set forth,
into shares of stock of any other class or series of the Corporation.
The Corporation shall determine the net asset value, as provided
herein, of the shares to be converted and may deduct therefrom a
conversion or exchange cost, in an amount determined within the
discretion of the Board of Directors. Within five (5) business days
after such surrender and payment of any conversion or exchange cost,
the Corporation shall issue to the shareholder such number of shares
of stock of the class or series desired, taken at the net asset value
thereof determined as provided herein in the same manner and at the
same time as that of the shares surrendered, as shall equal the net
asset value of the shares surrendered, less any conversion or exchange
cost as aforesaid. Any amount representing a fraction of a share may
be paid in cash at the option of the Corporation. Any conversion or
exchange cost may

8
<PAGE> 9

be paid and/or assigned by the Corporation to the underwriter and/or
to any other agency, as it may elect.

ARTICLE VII

(1) The number of Directors of the Corporation shall be two (2), which
number may be increased or decreased pursuant to the By-Laws of the Corporation
but shall never be less than three (3) except for any period during which
shares of the Corporation are held by fewer than three shareholders. The names
of the Directors who shall act until the Directors are elected by the
Corporation's shareholder or until their successors are duly elected and
qualify are Allan L. Erb and Michael R. Shea.

(2) No holder of stock of the Corporation shall, as such holder, have
any preemptive right to purchase or subscribe for any shares of the capital
stock of the Corporation or any other security of the Corporation which it may
issue or sell (whether out of the number of shares authorized by the charter of
the Corporation, or out of any shares of the capital stock of the Corporation
acquired by it after the issue thereof, or otherwise) other than such right, if
any, as the Board of Directors, in its discretion, may determine.

ARTICLE VIII

(1) To the fullest extent that limitations on the liability of
Directors and officers are permitted by the General Laws of the State of
Maryland, no Director or officer of the Corporation shall have any liability to
the Corporation or its shareholders for money damages. This limitation on
liability applies to events occurring at the time a person serves as a Director
or officer of the Corporation whether or not such person is a Director or
officer at the time of any proceeding in which liability is asserted.

(2) The Corporation shall indemnify (a) its directors and
officers, whether serving the Corporation or at its request any other entity,
to the full extent required or permitted by the General laws of the State of
Maryland now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (b) other employees and
agents to such extent as shall be authorized by the Board of Director's or the
Corporation's By-Laws and be permitted by law. The foregoing rights of
indemnification shall not be exclusive of any other rights to which those
seeking indemnification may be entitled. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such by-laws,
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.

(3) No provision of this Article shall be effective to

9
<PAGE> 10

protect or purport to protect any Director or officer of the Corporation
against any liability to the Corporation or its security holders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

(4) References to the General Laws of the State of Maryland in
this Article are to the law as from time to time amended. No further amendment
to the charter of the Corporation shall decrease, but may expand, any right of
any person under this Article based on any event, omission or proceeding prior
to such amendment.

ARTICLE IX

Any determination made in good faith, so far as accounting matters are
involved, in accordance with accepted accounting practices by or pursuant to
the direction of the Board of Directors, as to the amount of assets,
obligations or liabilities of the Corporation, as to the amount of net income
of the Corporation from dividends and interest for any period or amounts at any
time legally available for the payment of dividends, as to the amount of any
reserves or charges set up and the propriety thereof, as to the time of or
purpose for creating reserves or as to the use, alteration or cancellation of
any reserves or charges (whether or not any obligation or liability for which
such reserves or charges shall have been created shall have been paid or
discharged or shall be then or thereafter required to be paid or discharged),
as to the value of any security owned by the Corporation or as to any other
matters relating to the issuance, sale, redemption or other acquisition or
disposition of securities or shares of capital stock of the Corporation, and
any reasonable determination made in good faith by the Board of Directors as to
whether any transaction constitutes a purchase of securities on "margin," a
sale of securities "short," or an underwriting of the sale of, or a
participation in any underwriting or selling group in connection with the
public distribution of, any securities, shall be final and conclusive, and
shall be binding upon the Corporation and all holders of its capital stock,
past, present and future, and shares of the capital stock of the Corporation
are issued and sold on the condition and understanding, evidenced by the
purchase of shares of capital stock or acceptance of share certificates, that
any and all such determinations shall be binding as aforesaid. No provision of
the charter of the Corporation shall be effective to (i) require a waiver of
compliance with any provision of the Securities Act of 1933, as amended, or the
1940 Act, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder or (ii) protect or purport to protect any
Director or officer of the Corporation against any liability to the Corporation
or its security holders to which he would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

10
<PAGE> 11

ARTICLE X

The duration of this Corporation shall be perpetual.

ARTICLE XI

(1) The Corporation reserves the right from time to time to make
any amendments to its charter which may now or hereafter be authorized by law,
including any amendments changing the terms or contract rights, as expressly
set forth in its charter, of any of its outstanding stock by classification,
reclassification or otherwise.

(2) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a majority of the
total number of shares of all classes or series of capital stock or of the
total number of shares of any class or series of capital stock entitled to vote
as a separate class or series, such action shall be valid and effective if
authorized by the affirmative vote of the holders of a majority of the total
number of shares of all classes or series outstanding and entitled to vote
thereon or of the class or series entitled to vote thereon as a separate class
or series, as the case may be, except as otherwise provided in the charter of
the Corporation.

(3) So long as permitted by Maryland law, the books of the
Corporation may be kept outside of the State of Maryland at such place or
places as may be designated from time to time by the Board of Directors or in
the By-Laws of the Corporation.

(4) In furtherance, and not in limitation, of the powers conferred
by the laws of the State of Maryland, the Board of Directors is expressly
authorized:

(A) To make, alter or repeal the By-Laws of the
Corporation, except where such power is reserved by the By-Laws to the
shareholders, and except as otherwise required by the 1940 Act.

(B) From time to time to determine whether and to what
extent and at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of them
other than the stock ledger, shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect any
account or book or document of the Corporation, except as conferred by
law or authorized by resolution of the Board of Directors or of the
shareholders.

(C) Without the assent or vote of the shareholders, to
authorize the issuance from time to time of shares of the stock of any
class or series of the Corporation, whether now or hereafter
authorized, for such consideration as the Board

11
<PAGE> 12

of Directors may deem advisable.

(D) Without the assent or vote of the shareholders, to
authorize and issue obligations of the Corporation, secured and
unsecured, as the Board of Directors may determine, and to authorize
and cause to be executed mortgages and liens upon the property of the
Corporation, real and personal.

(E) Notwithstanding anything in the charter of the
Corporation to the contrary, to establish in its absolute discretion
the basis or method for determining the value of the assets belonging
to any class or series, and the net asset value of each share of
capital stock of any class or series of the Corporation for purposes
of sales, redemptions, repurchases of shares or otherwise.

(F) To determine in accordance with generally accepted
accounting principles and practices what constitutes net profits,
earnings, surplus or net assets, and to determine what accounting
periods shall be used by the Corporation for any purpose, whether
annual or any other period, including daily; to set apart out of the
funds of the Corporation such reserves for such purposes as it shall
determine and to abolish the same; to declare and pay any dividends
and distributions in cash, securities or other property from surplus
or any funds legally available therefor, at such intervals (which may
be as frequently as daily) or on such other periodic basis, as it
shall determine; to declare such dividends or distributions by means
of a formula or other method of determination, by standing resolution
or at meetings held less frequently than the frequency of the
effectiveness of such declarations; to establish payment dates for
dividends or any other distributions on any basis, including dates
occurring less frequently than the effectiveness of declarations
thereof; and to provide for the payment of declared dividends on a
date earlier or later than the specified payment date in the case of
shareholders of the Corporation redeeming their entire ownership of
shares of any class or series of the Corporation.

(G) In addition to the powers and authorities granted
herein and by statute expressly conferred upon it, to exercise all
such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of
Maryland law, the charter and the By-Laws of the Corporation.

The enumeration and definition of particular powers of the Board of
Directors included in the foregoing shall in no way be limited or restricted by
reference to or inference from the terms of any other clause of this or any
other Article of the charter of the Corporation, or construed as or deemed by
inference or otherwise in any manner to exclude or limit any powers conferred

12
<PAGE> 13

upon the Board of Directors under the General Laws of the State of Maryland now
or hereafter in force.

(5) The Corporation shall not be required to hold an annual meeting of
shareholders in any year in which the laws of Maryland do not
require that such a meeting be held.

IN WITNESS WHEREOF, the undersigned incorporator of THE
BRADFORD FUNDS, INC. hereby executes the foregoing Articles of Incorporation
and acknowledges the same to be his act on the 25th day of October, 1988.

/s/ Andrew H. Shaw
-------------------------------
Andrew H. Shaw
Incorporator

WITNESS:

/s/ Carol E. Zgama
- -----------------------
Carol E. Zgama

<PAGE> 1

EXHIBIT (1.1)
THE BRADFORD FUNDS, INC.

ARTICLES OF AMENDMENT

The Bradford Funds, Inc., a Maryland Corporation having its principal
office in Baltimore, Maryland (hereinafter called the Corporation), hereby
certifies to the State Department of Assessments and Taxation of Maryland,
that:

FIRST: The charter of the Corporation is hereby amended by striking
out the fifth sentence of paragraph 6(E) of Article VI of the Articles of
Incorporation and inserting in lieu thereof the following:

"When a quorum is present, each matter voted upon shall be
decided by the vote of the holders of a majority of the votes
entitled to be cast on such matter, except as otherwise
provided by law, this charter or the By-laws of the
Corporation."

SECOND: The board of directors of the Corporation, by unanimous
written consent pursuant to Section 2-408 of Corporations and Associations
Article of the Annotated Code of Maryland, duly adopted as of January 31, 1989
a resolution in which was set forth the foregoing amendment to the charter,
declaring that the said amendment of the charter as proposed was advisable and
directing that it be submitted for action thereon by the sole stockholder of
the Corporation.

THIRD: That the said amendment has been consented to and authorized
by the holder of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of Section 2-505 of
Corporations and Associations Article of the Annotated Code of Maryland, and
filed with the records of stockholders meetings.

FOURTH: The amendment of the charter of the Corporation as hereinabove
set forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.
<PAGE> 2

IN WITNESS WHEREOF, The Bradford Funds, Inc. has caused these presents
to be signed in its name and on its behalf by its President and attested by its
Secretary on February 9, 1989.

THE BRADFORD FUNDS, INC.

By /s/ Judy Abroms
----------------------------
Judy Abroms
Vice President

Attest:

/s/ Randall R. Harness
- ------------------------
Randall R. Harness
Secretary

THE UNDERSIGNED, Vice President of The Bradford Funds, Inc., who
executed on behalf of said corporation the foregoing Articles of Amendment, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said corporation, the foregoing Articles of Amendment to be the
corporate act of said corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.

/s/ Judy Abroms
-------------------------
Judy Abroms
Vice President

<PAGE> 1
EXHIBIT (1.2)

THE BRADFORD FUNDS, INC.

ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW

The Bradford Funds, Inc., a Maryland corporation, having its principal
office in the State of Maryland at c/o The Corporation Trust Incorporated, 32
South Street, Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessment and Taxation of Maryland
that:

FIRST: In accordance with Section 2-105(c) of the Maryland
General Corporation Law, the Board of Directors has increased the
authorized capital stock of the Corporation to 750,000,000 shares of
Common Stock (par value $.001 per share).

SECOND: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940.

THIRD: (a) As of immediately before the increase the total
number of shares of stock of all classes which the Corporation has
authority to issue is 500,000,000 shares of Common Stock (par value
$.001 per share).

(b) As increased the total number of shares
of stock of all classes which the Corporation has authority to issue
is 750,000,000 shares of Common Stock (par value $.001 per share).

IN WITNESS WHEREOF, The Bradford Funds, Inc. has caused these presents
to be signed in its name and on its behalf by its President and witnessed by
its Secretary on July 3, 1989.

WITNESS: THE BRADFORD FUNDS, INC.

/s/ Randall R. Harness By: /s/ Allan L. Erb
- -------------------------------- -----------------------
Randall R. Harness, Secretary Allan L. Erb, President

<PAGE> 2

THE UNDERSIGNED, President of The Bradford Funds, Inc., who executed
on behalf of the Corporation Articles Supplementary of which this Certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

/s/ Allan L. Erb
-------------------------
Allan L. Erb, President

<PAGE> 1

EXHIBIT (1.3)

THE BRADFORD FUNDS, INC.

ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW

FIRST: In accordance with Section 2-105(c) of the Maryland
General Corporation Law, the Board of Directors has increased the
authorized capital stock of the Corporation to 1,000,000,000 shares of
Common Stock (par value $.001 per share).

SECOND: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940.

THIRD: (a) As of immediately before the increase the total
number of shares of stock of all classes which the Corporation has
authority to issue is 750,000,000 shares of Common Stock (par value
$.001 per share).

(b) As increased the total number of shares
of stock of all classes which the Corporation has authority to issue
is 1,000,000,000 shares of Common Stock (par value $.001 per share).

(c) The aggregate par value of all shares
having a par value is $750,000 before the increase and $1,000,000 as
increased.

IN WITNESS WHEREOF, The Bradford Funds, Inc. has caused these presents
to be signed in its name and on its behalf by its President and witnessed by
its Secretary on April 8, 1991.

WITNESS: THE BRADFORD FUNDS, INC.

/s/ Andrew H. Shaw By: /s/ Allan L. Erb
- ------------------------------ --------------------------
Andrew H. Shaw, Secretary Allan L. Erb, President

3
<PAGE> 2

THE UNDERSIGNED, President of The Bradford Funds, Inc., who executed
on behalf of said Corporation Articles Supplementary of which this Certificate
is made a part, hereby acknowledges in the name and on behalf of said
Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

/s/ Allan L. Erb
-----------------------
Allan L. Erb, President

<PAGE> 1

EXHIBIT (1.4)

THE BRADFORD FUNDS, INC.

ARTICLES SUPPLEMENTARY
INCREASING AUTHORIZED STOCK
AS AUTHORIZED BY SECTION 2-105(c) OF
THE MARYLAND GENERAL CORPORATION LAW

The Bradford Funds, Inc., a Maryland corporation (hereinafter, the
"Corporation"), having its principal office in Maryland at 32 South Street,
Baltimore, Maryland 21202-3422 c/o The Corporation Trust Incorporated, hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: In accordance with Section 2-105(c) of the Maryland
General Corporation Law, the Board of Directors has increased the
authorized capital stock of the Corporation to 1,500,000,000 shares of
Common Stock (par value $.001 per share).

SECOND: The Corporation is registered as an open-end
investment company under the Investment Company Act of 1940.

THIRD: (a) As of immediately before the increase the total
number of shares of stock of all classes which the Corporation has
authority to issue is 1,000,000,000 shares of Common Stock (par value
$.001 per share).

(b) As increased the total number of shares
of stock of all classes which the Corporation has authority to issue
is 1,500,000,000 shares of Common Stock (par value $.001 per share).

(c) The aggregate par value of all shares
having a par value is $1,000,000 before the increase and $1,500,000 as
increased.

IN WITNESS WHEREOF, The Bradford Funds, Inc. has caused these Articles
Supplementary to be signed in its name and on its behalf by its President and
witnessed by its Secretary on July 31, 1995.

ATTEST: THE BRADFORD FUNDS, INC.

/s/ Randall R. Harness By /s/ Allan L. Erb
- ------------------------------ ---------------------------
Randall R. Harness, Secretary Allan L. Erb, President

<PAGE> 2

THE UNDERSIGNED, President of The Bradford Funds, Inc., who executed
on behalf of the Corporation the foregoing Articles Supplementary, of which
this Certificate is made a part, hereby acknowledges in the name and on behalf
of the Corporation the foregoing Articles Supplementary to be the corporate act
of the Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

/s/ Allan L. Erb
------------------------
Allan L. Erb, President

<PAGE> 1

EXHIBIT (2)
BY-LAWS

THE BRADFORD FUNDS, INC.

ARTICLE I

Offices

Section 1. Principal Office. The principal office of the Corporation
shall be in the City of Baltimore, State of Maryland.

Section 2. Principal Executive Office. The principal executive office
of the Corporation shall be in the city of Nashville, State of Tennessee.

Section 3. Other Offices. The Corporation may have such other offices
in such places as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Shareholder Meetings. The Corporation may, but shall not
be required to, hold an annual meeting of shareholders in any year in which the
Corporation is not required under the Investment Company Act of 1940, as
amended (the "1940 Act") to submit for shareholder approval (i) the election of
Director(s), (ii) any contract with an investment adviser or principal
underwriter (as such terms are defined in the 1940 Act) that the Corporation
enters into or any renewal or amendment thereof, or (iii) the selection of the
Corporation's independent public accountants. If shareholder approval is
required for any of the purposes in (i) through (iii) above, an annual meeting
shall be held, at which shareholders shall vote on the proposal necessitating
such meeting and shall transact any other business as may properly be brought
before the meeting. Annual meetings of shareholders, if any, shall be held on
such day during the month of April and at such time as shall be designated by
the Board of Directors and stated in the notice of the meeting.

Section 2. Special Meetings. Special meetings of the shareholders,
unless otherwise provided by law or by the Articles of Incorporation, may be
called for any purpose or purposes by a majority of the Board of Directors or
the President, and shall be called by the President or Secretary on the written
request of the shareholders as provided by the Maryland General Corporation
Law. Such request shall state the purpose or purposes of the proposed
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meeting and the matters proposed to be acted on at it; provided, however, that
unless requested by shareholders entitled to cast a majority of all the votes
entitled to be cast at the meeting, a special meeting need not be called to
consider any matter which is substantially the same as a matter voted on at any
special meeting of the shareholders held during the preceding twelve (12)
months.

Section 3. Place of Meetings. The annual meeting, if any, and any
special meeting of the shareholders shall be held at such place within the
United States as the Board of Directors may from time to time determine.

Section 4. Notice of Meetings; Waiver of Notice; Shareholder List.
(a) Notice of the place, date and time of the holding of each annual and
special meeting of the shareholders and the purpose or purposes of the meeting
shall be given personally or by mail, not less than ten nor more than ninety
days before the date of such meeting, to each shareholder entitled to vote at
such meeting and to each other shareholder entitled to notice of the meeting.
Notice by mail shall be deemed to be duly given when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
records of the Corporation, with postage thereon prepaid. The notice of every
meeting of shareholders may be accompanied by a form of proxy approved by the
Board of Directors in favor of such actions or persons as the Board of
Directors may select.

(b) Notice of any meeting of shareholders shall be deemed
waived by any shareholder who shall attend such meeting in person or by proxy,
or who shall, either before or after the meeting, submit a signed waiver of
notice which is filed with the records of the meeting. A meeting of
shareholders convened on the date for which it was called may be adjourned from
time to time without further notice to a date not more than 120 days after the
original record date.

(c) At least five (5) days prior to each meeting of
shareholders, the officer or agent having charge of the share transfer books of
the Corporation shall make a complete list of shareholders entitled to vote at
such meeting, in alphabetical order with the address of and the number of
shares held by each shareholder.

Section 5. Organization. At each meeting of the shareholders, the
Chairman of the Board (if one has been designated by the Board), or in his
absence or inability to act, the President, or in the absence or inability to
act of the Chairman of the Board and the President, a Vice President, or in the
absence or the inability to act of the Chairman of the Board, the President and
all the Vice Presidents, a chairman chosen by the shareholders

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shall act as chairman of the meeting. The Secretary, or in his absence or
inability to act, any person appointed by the chairman of the meeting, shall
act as secretary of the meeting and keep the minutes thereof.

Section 6. Voting. (a) Except as otherwise provided by statute or the
Articles of Incorporation, each holder of record of shares of the Corporation
having voting power shall be entitled at each meeting of the shareholders to
one vote for every share standing in his name on the record of shareholders of
the Corporation as of the record date determined pursuant to Section 5 of
Article VI hereof or if such record date shall not have been fixed, then at the
later of (i) the close of business on the day on which notice of the meeting is
mailed or (ii) the thirtieth (30) day before the meeting. In all elections for
Directors, each share may be voted for as many individuals as there are
Directors to be elected and for whose election the share is entitled to be
voted.

(b) Each shareholder entitled to vote at any meeting of
shareholders may authorize another person or persons to act for him by a proxy
signed by such shareholder or his attorney-in-fact. No proxy shall be valid
after the expiration of eleven months from the date thereof, unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except in those cases where such proxy states that it
is irrevocable and where an irrevocable proxy is permitted by law. Except as
otherwise provided by statute, the Articles of Incorporation or these By-Laws,
any corporate action to be taken by vote of the shareholders shall be
authorized by a majority of the total votes cast at a meeting of shareholders
at which a quorum is present by the holders of shares present in person or
represented by proxy and entitled to vote on such action, except that a
plurality of all the votes cast at a meeting at which a quorum is present is
sufficient to elect a Director.

(c) If a vote shall be taken on any question other than
the election of Directors which shall be by written ballot, then unless
required by statute or these By-Laws or determined by the chairman of the
meeting to be advisable, any such vote need not be by ballot. On a vote by
ballot, each ballot shall be signed by the shareholder voting, or by his proxy,
if there be such proxy, and shall state the number of shares voted.

Section 7. Inspectors. The Board may, in advance of any meeting of
shareholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If the inspectors shall not be so appointed or if any of
them shall fail to appear or act, the chairman of the meeting may, and on the
request of any shareholder entitled to vote at the meeting shall, appoint
inspectors. Each inspector, before entering upon the discharge of

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his duties, shall take and sign an oath to execute faithfully the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall determine the number of shares outstanding
and the voting power of each, the number of shares represented at the meeting,
the existence of a quorum, the validity and effect proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and of such acts as are proper to
conduct the election or vote with fairness to all shareholders. On request of
the chairman of the meeting or any shareholder entitled to vote at it, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them.
No Director or candidate for the office of Director shall act as inspector of
an election of Directors. Inspectors need not be shareholders.

Section 8. Consent of Shareholders in Lieu of Meeting. Except as
otherwise provided by statute, any action required to be taken at any annual or
special meeting of shareholders or any action which may be taken at any annual
or special meeting of shareholders may be taken without a meeting, without
prior notice and without a vote, if the following are filed with the records of
shareholders' meetings: (i) a unanimous written consent which sets forth the
action and is signed by each shareholder entitled to vote on the matter and
(ii) a written waiver of any right to dissent signed by each shareholder
entitled to notice of the meeting but not entitled to vote at it.

ARTICLE III

Board of Directors

Section 1. General Powers. Except as otherwise provided in the
Articles of Incorporation, the business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. All powers of the
Corporation may be exercised by or under authority of the Board of Directors
except as conferred on or reserved to the shareholders by law or by the
Articles of Incorporation or these By-Laws.

Section 2. Number of Directors. The number of Directors shall be
fixed from time to time by resolution of the Board of Directors adopted by a
majority of the Directors then in office; provided however, that the number of
Directors shall in no event be less than three (except for any period during
which shares of the Corporation are held by fewer than three shareholders) nor
more than fifteen. Any vacancy created by an increase in Directors may

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be filled in accordance with Section 6 of this Article III. No reduction in
the number of Directors shall have the effect of removing any Director from
office prior to the expiration of his term unless such Director is specifically
removed pursuant to Section 5 of this Article III at the time of such decrease.
Directors need not be shareholders.

Section 3. Election and Term of Directors. Directors shall be elected
by majority vote of a quorum cast by written ballot at the annual meeting of
shareholders, if any, or at a special meeting held for that purpose. The term
of office of each Director shall be from the time of his election and
qualification and until his successor shall have been elected and shall have
qualified, or until his death, or until he shall have resigned, or have been
removed as hereinafter provided in these By-Laws, or as otherwise provided by
statute or the Articles of Incorporation.

Section 4. Resignation. A Director of the Corporation may resign at
any time by giving written notice of his resignation to the Board or the
Chairman of the Board or the President or the Secretary. Any such resignation
shall take effect at the time specified therein or, if the time when it shall
become effective shall not be specified therein, immediately upon its receipt;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

Section 5. Removal of Directors. Any Director of the Corporation may
be removed by the shareholders by a vote of a majority of the votes entitled to
be cast for the election of Directors.

Section 6. Vacancies. The shareholders may elect a successor to fill
a vacancy on the Board of Directors which results from the removal of a
Director. A majority of the remaining Directors, whether or not sufficient to
constitute a quorum, may fill a vacancy on the Board of Directors which results
from any cause except an increase in the number of Directors, and a majority of
the entire Board of Directors may fill a vacancy which results from an increase
in the number of Directors, provided that after filling such vacancy at least
two thirds of the directors then holding office shall have been elected to such
office by the shareholders at an annual or special meeting. A Director elected
by the Board of Directors to fill a vacancy serves until the next annual
meeting of shareholders and until his successor is elected and qualifies. A
Director elected by the shareholders to fill a vacancy which results from the
removal of a Director serves for the balance of the term of the removed
Director. In the event that at any time less than a majority of the Directors
were elected by the shareholders, the Board or proper officer shall forthwith
cause to be held as promptly as possible and in any event within sixty days

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a meeting of shareholders for the purpose of electing Directors to fill any
existing vacancies in the Board unless the Securities and Exchange Commission
shall by order extend such period.

Section 7. Regulation Meetings. After each meeting of shareholders
Directors so elected shall meet as soon as practicable for the purpose of
organization and the transaction of other business; and in the event that no
other time is designated by the shareholders, the Board of Directors shall meet
immediately following the close of such shareholders' meeting on the day of
such meeting. Such regular meeting shall be held at any place as may be
designated by the shareholders, or in the absence such designation at the place
designated by the Board of Directors for such regular meeting, or in the
absence such designation at the place of the holding of the immediately
preceding meeting of shareholders. No notice of such meeting shall be
necessary if held as hereinabove provided. Any other regular meeting of the
Board of Directors shall be held on such date and at any place as may be
designated from time to time by the Board of Directors.

Section 8. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, the President, or by a majority of the
Directors either in writing or by vote at a meeting, and may be held at any
place in or out of the State of Maryland as the Board may from time to time
determine.

Section 9. Notice of Meetings. Except as provided in Section 7 of
this Article III, notice of each regular and special meeting of the Board shall
be given by the Secretary as hereinafter provided, in which notice shall be
stated the time and place of the meeting. Notice of each such meeting shall be
delivered to each Director, either personally or by telephone, telegraph, cable
or wireless, at least twenty-four hours before the time at which such meeting
is to be held, or by first-class mail, postage prepaid, or by commercial
delivery services addressed to him at his resident or usual place of business,
at least three days before the day on which such meeting is to be held.

Section 10. Waiver of notice of Meetings. Notice of any regular or
special meeting need not be given to any Director who shall, either before or
after the meeting, sign a written waiver of notice which is filed with the
records of the meeting or who shall attend such meeting. Except as otherwise
specifically required by these By-Laws, a notice or waiver of notice of any
meeting need not state the purposes of such meeting.

Section 11. Quorum and Voting. A majority of the members of the
entire Board shall be present in person at any meeting of the Board in order to
constitute a quorum for the transaction of

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business at such meeting, and except as otherwise expressly required by
statute, the Articles of Incorporation, these By-Laws, the 1940 Act or other
applicable statute, the act of a majority of the Directors present at any
meeting at which a quorum is present shall be the act of the Board, provided,
however, that the approval of any contract with an investment adviser or
principal underwriter, as such terms are defined in the 1940 Act, which the
Corporation enters into or any renewal or amendment thereof, the approval of
the fidelity bond required by the 1940 Act, and the selection of the
Corporation's independent public accountants shall each require the affirmative
vote of a majority of the Directors who are not interested persons, as defined
in the 1940 Act, of the Corporation. In the absence of a quorum at any meeting
of the Board, a majority of the Directors present thereat may adjourn the
meeting from time to time, but not for a period greater than thirty (30) days
at any one time, to another time and place until a quorum shall attend. Notice
of the time and place of any adjourned meeting shall be given to the Directors
who were not present at the time of the adjournment and, unless such time and
place were announced at the meeting at which the adjournment was taken, to the
other Directors. At any adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally called.

Section 12. Chairman. The Board of Directors may at any time appoint
one of its members as Chairman of the Board who shall serve at the pleasure of
the Board and who shall perform and execute such duties and powers as may be
conferred upon or assigned to him by the Board or these By-Laws, but who shall
not by reason of performing and executing those duties and powers be deemed an
officer or employee of the Corporation.

Section 13. Organization. The Chairman of the Board, if one has
been selected and is present, shall preside at every meeting of the Board of
Directors. In the absence or inability of the Chairman of the Board to preside
at a meeting, the President, or, in his absence or inability to act, another
Director chosen by a majority of the Directors present, shall act as chairman
of the meeting and preside at it. The Secretary (or, in his absence or
inability to act, any person appointed by the Chairman) shall act as secretary
of the meeting and keep the minutes thereof.

Section 14. Written Consent of Directors in Lieu of a Meeting. Any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof, except actions with respect to which a
vote in person is required by law, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of the Board or committee.

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Section 15. Meeting by Conference Telephone. Members of the Board of
Directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting
can hear each other at the same time, except that in such a meeting the Board
cannot perform any action with respect to which a vote in person is required by
law.

Section 16. Compensation. Any Director, whether or not he is a
salaried officer, employee or agent of the Corporation, may be compensated for
his services as Director or as a member of a committee, or as Chairman of the
Board or chairman of a committee, and in addition may be reimbursed for
transportation and other expenses, all in such manner and amounts as the
Directors may from time to time determine.

Section 17. Investment Policies. It shall be the duty of the Board
of Directors to ensure that the purchase, sale, retention and disposal of
portfolio securities and the other investment practices of the Corporation are
at all times consistent with the investment policies and restrictions with
respect to securities investments and otherwise of the Corporation, as recited
in the current Prospectus of the Corporation filed from time to time with the
Securities and Exchange Commission and as required by the 1940 Act. The Board,
however, may delegate the duty of management of the assets and the
administration of its day-to-day operations to one or more individuals or
corporate management companies or investment advisers or administrators
pursuant to a written contract or contracts which have obtained the requisite
approvals, including the requisite approvals of renewals thereof, of the Board
of Directors or the shareholders of the Corporation in accordance with the
provisions of the 1940 Act.

ARTICLE IV

Committees

Section 1. Committees of the Board. The Board may, by resolution
adopted by a majority of the entire Board, designate an Executive Committee,
Compensation Committee, Audit Committee and Nomination Committee, each of which
shall consist of two or more of the Directors of the Corporation, which
committee shall have and may exercise all the powers and authority of the Board
with respect to all matters other than as set forth in Section 3 of this
Article.

Section 2. Other Committees of the Board. The Board of Directors may
from time to time, by resolution adopted by a majority of the whole Board,
designate one or more other committees of the Board, each such committee to
consist of two or more

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Directors and to have such powers and duties as the Board of Directors may, by
resolution, prescribe.

Section 3. Limitation of Committee Powers. No committee of the Board
shall have power or authority to:

(a) recommend to shareholders any action requiring
authorization of shareholders pursuant to statute or the Articles of
Incorporation;

(b) approve or terminate any contract with an investment
adviser or principal underwriter, as such terms are defined in the
1940 Act, or take any other action required to be taken by the Board
of Directors by the 1940 Act;

(d) declare dividends or other distributions or issue
capital share of the Corporation; or

(e) approve any merger or share exchange which does not
require shareholder approval.

Section 4. General. One-third, but not less than two members, of the
members of any committee shall be present in person at any meeting of such
committee in order to constitute a quorum for the transaction of business at
such meeting, and the act of a majority present shall be the act of such
committee. The Board may designate a chairman of any committee and such
chairman or any two members of any committee may fix the time and place of its
meetings unless the Board shall otherwise provide. In the absence of
disqualification of any member or any committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board shall have the power at any time to change the
membership of any committee, to fill all vacancies, to designate alternate
members, to replace any absent or disqualified member, or to dissolve any such
committee.

All committees shall keep written minutes of their proceedings and
shall report such minutes to the Board. All such proceedings shall be subject
to revision or alteration by the Board; provided, however, that third parties
shall not be prejudiced by such revision or alteration.

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ARTICLE V

Officers, Agents and Employees

Section 1. Number and Qualifications. The officers of the Corporation
shall be a President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. The Board of Directors may elect or appoint
one or more Vice Presidents and may also appoint such other officers, agents
and employees as it may deem necessary or proper. Any two or more offices may
be held by the same person, except the offices of President and Vice President,
but no officer shall execute, acknowledge or verify any instrument in more than
one capacity. The Board may from time to time elect or appoint, or delegate to
the President the power to appoint, such other officers (including one or more
Assistant Vice Presidents, one or more Assistant Treasurers and one or more
Assistant Secretaries) and such agents, as may be necessary or desirable for
the business of the Corporation. Such other officers and agents shall have
such duties and shall hold their offices for such terms as may be prescribed by
the Board or by the appointing authority.

Section 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his resignation to the Board, the Chairman
of the Board, the President or the Secretary. Any such resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

Section 3. Removal of Officer, Agent or Employee. Any officer, agent
or employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate such power of removal as
to agents and employees not elected or appointed by the Board of Directors.
Such removal shall be without prejudice to such person's contract rights, if
any, but the appointment of any person as an officer, agent or employee of the
Corporation shall not of itself create contract rights.

Section 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office which shall be vacant, in the manner
prescribed in these By-Laws for the regular election or appointment to such
office.

Section 5. Compensation. The compensation of the officers of the
Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any committee or to any officer in

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respect of other officers under his control. No officer shall be precluded
from receiving such compensation by reason of the fact that he is also a
Director of the Corporation.

Section 6. Bonds or other Security. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his duties, in such amount and with
such surety or sureties as the Board may require.

Section 7. President. The President shall be the chief executive
officer of the Corporation. In the absence of the Chairman of the Board (or if
there be none), the President shall preside at all meetings of the shareholders
and of the Board of Directors. He shall have, subject to the control of the
Board of Directors, general charge of the business and affairs of the
Corporation. He may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board, and he may
delegate these powers.

Section 8. The Vice Presidents. In the absence or disability of the
President, or when so directed by the President, any Vice President designated
by the Board of Directors may perform any or all of the duties of the
President, and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the Prescient; provided, however, that no Vice
President shall act as a member of or as chairman of any committee of which the
President is a member or chairman by designation of ex-officio, except when
designated by the Board. Each Vice President shall perform such other duties
as from time to time may be conferred upon or assigned to him by the Board or
the President.

Section 9. Treasurer. The Treasurer shall:

(a) have charge and custody of, and be responsible for,
all the funds and securities of the Corporation, except those which
the Corporation has placed in the custody of a bank or trust company
or member of a national securities exchange (as that term is defined
in the Securities Exchange Act of 1934) pursuant to a written
agreement designating such bank or trust company or member of a
national securities exchange as Custodian of the property of the
Corporation;

(b) keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

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(d) receive, and give receipts for, moneys due and
payable to the Corporation from any source whatsoever;

(e) disburse the funds of the Corporation and supervise
the investment of its funds as ordered or authorized by the Board,
taking proper vouchers therefor; and

(f) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned to him by the board or the President.

Section 11. Secretary. The Secretary shall:

(a) keep or cause to be kept in one or more books
provided for the purpose, the minutes of all meetings of the Board,
the committees of the Board and the shareholders;

(b) see that all notices are duly given in accordance
with the provisions of these By-Laws and as required by law;

(c) be custodian of the records and the seal of the
Corporation and affix and attest the seal of all share certificates of
the Corporation (unless the seal of the Corporation on such
certificates shall be a facsimile, as hereinafter provided) and affix
and attest the seal to all the documents to be executed on behalf of
the Corporation under its seal;

(d) see that the books, reports, statements, certificates
and other documents and records required by law to be kept and filed
are properly kept and filed; and

(e) in general, perform all the duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him by the Board or the President.

Section 12. Assistant Secretaries. In the absence or disability of
the Secretary, or when so directed by the Secretary, any Assistant Secretary
may perform any or all of the duties of the Secretary, and, when so acting,
shall have all the powers of, and be subject to all restrictions upon, the
Secretary. Each Assistant Secretary shall perform such other duties as from
time to time may be conferred upon or assigned to him by the Board of
Directors, the President or the Secretary.

Section 13. Delegation of Duties. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may confer for the time being the powers or duties, or
any of them, of such officer upon any other officer or upon any Director.

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ARTICLE VI

Capital Stock

Section 1. Stock Certificates. The Board may authorize the issuance
of some or all of the shares of any or all classes or series of the capital
stock of the Corporation with or without certificates. The rights of holders
of each class or series of capital stock of the Corporation to receive or not
to receive certificates shall be set forth in a resolution adopted by the Board
of Directors. With respect to shares whose issuance the Board has authorized
with certificates, the Board shall determine the conditions under which a
holder of such shares shall be entitled to have a certificate or certificates.
A shareholder's certificate or certificates shall be in such form as shall be
approved by the Board, and shall represent the number of such shares of the
Corporation owned by him, provided, however, that certificates for fractional
shares will not be delivered in any case. The certificates representing shares
of stock shall be signed by the President, a Vice President, or the Chairman of
the Board, and countersigned by the Secretary or an Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of the
Corporation. Any or all of the signatures or the seal on the certificate may
be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate shall be issued, it may be issued by the Corporation with the same
effect as if such officer, transfer agent or registrar were still in office at
the date of issue.

Section 2. Rights of Inspection. There shall be kept at the principal
executive office, which shall be available for inspection during usual business
hours in accordance with the General Laws of the State of Maryland, the
following corporate documents of the Corporation: (a) By-Laws, (b) minutes of
proceedings of the shareholders, (c) annual statements of affairs, and (d)
voting trust agreements, if any. One or more persons who together are and for
at least six months have been shareholders of record of at least five percent
of the outstanding shares of any class or series may inspect and copy during
usual business hours the Corporation's books of account and share ledger in
accordance with the General Laws of the State of Maryland.

Section 3. Transfer of Shares. Transfers of shares of the Corporation
shall be made on the share records of the Corporation at the direction of the
person named on the Corporation's books or named in the certificate or
certificates for such shares (if issued) only by the registered holder thereof,
or by his attorney

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authorized by power of attorney duly executed and filed with the Secretary or
with a transfer agent or transfer clerk, and on surrender of the certificate or
certificates, if issued, for such shares properly endorsed or accompanied by a
duly executed share transfer power and the payment of all taxes thereon.
Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person in whose name any share or shares
stand on the record of shareholders as the owner of such share or shares for
all purposes, including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, and the Corporation shall not
be bound to recognize any equitable or legal claim to or interest in any such
share or shares on the part of any other person.

Section 4. Transfer Agents and Registrars. The Corporation may have
one or more transfer agents and one or more registrars of its shares, whose
respective duties the Board of Directors may, from time to time, define. No
certificate of share shall be valid until countersigned by a transfer agent, if
the Corporation shall have at transfer agent, or until registered by a
registrar, if the Corporation shall have a registrar. The duties of transfer
agent and registrar may be combined.

Section 5. Record Date and Closing of Transfer Books. The Board of
Directors may set a record date for the purpose of making any proper
determination with respect to shareholders, including which shareholders are
entitled to notice of a meeting, vote at a meeting (or any adjournment
thereof), receive a dividend, or be allotted or exercise other rights. The
record date may not be more than ninety (90) days before the date on which the
action requiring the determination will be taken; and, in the case of a meeting
of shareholders, the record date shall be at least ten (10) days before the
date of the meeting. The Board of Directors shall not close the books of the
Corporation against transfers of shares during the whole or any part of such
period.

Section 6. Regulations. The Board may make such additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation.

Section 7. Lost, Stolen, Destroyed or Mutilated Certificates. The
holder of any certificate representing shares of stock of the Corporation shall
immediately notify the Corporation of any loss, theft, destruction or
mutilation of such certificate, and the Corporation may issue a new certificate
in the place of any certificate theretofore issued by it which the owner
thereof shall allege to have been lost, stolen or destroyed or which shall have
been mutilated, and the Board may, in its discretion, require such owner or his
legal representatives to give to the Corporation a

14
<PAGE> 15

bond in such sum, limited or unlimited, and in such form and with such surety
or sureties, as the Board in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or issuance
of a new certificate. Anything herein to the contrary notwithstanding, the
Board, in its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws of the State
of Maryland.

Section 8. Stock Ledgers. The Corporation shall not be required to
keep original or duplicate share ledgers at its principal office in the City of
Baltimore, Maryland, but share ledgers shall be kept at the offices of the
transfer agent for the Corporation's capital stock.

ARTICLE VII

Seal

The Board of Directors shall provide a suitable seal, bearing the name
of the Corporation, which shall be in the charge of the Secretary. The Board
of Directors may authorize one or more duplicate seals and provide for the
custody thereof. If the Corporation is required to place its corporate seal on
a document, it is sufficient to meet any requirement of any law, rule, or
regulation relating to a corporate seal to place the word "Seal" adjacent to
the signature of the person authorized to sign the document on behalf of the
Corporation.

ARTICLE VIII

Fiscal Year

Unless otherwise determined by the Board, the fiscal year of the
Corporation shall end on the last day of December in each year.

ARTICLE IX

Depositories and Custodians

Section 1. Depositories. The funds of the Corporation shall be
deposited with such banks or other depositories as the Board of Directors of
the Corporation may from time to time determine.

Section 2. Custodians. All securities and other investments shall be
deposited in the safekeeping of such banks or other

15
<PAGE> 16

companies as the Board of Directors of the Corporation may from time to time
determine. Every arrangement entered into with any bank or other company for
the safekeeping of the securities and investments of the Corporation shall
contain provisions complying with the 1940 Act, and the general rules and
regulations thereunder.

ARTICLE X

Execution of Instruments

Section 1. Checks, Notes, Drafts, etc. Checks, notes, drafts,
acceptances, bills of exchange and other orders or obligations for the payment
of money shall be signed by such officer or officers or person or persons as
the Board of Directors by resolution shall from time to time designate.

Section 2. Sale or Transfer of Securities. Money market instruments,
bonds or other securities at any time owned by the Corporation may be held on
behalf of the Corporation or sold, transferred or otherwise disposed of subject
to any limits imposed by these By-Laws, and pursuant to authorization by the
Board and, when so authorized to be held on behalf of the Corporation or sold,
transferred or otherwise disposed of, may be transferred from the name of the
Corporation by the signature of the President or a Vice President or the
Treasurer or pursuant to any procedure approved by the Board of Directors,
subject to applicable law.

ARTICLE XI

Independent Public Accounts

The firm of independent public accountants which shall sign or certify
the financial statements of the Corporation which are filed with the Securities
and Exchange Commission shall be selected annually by the Board of Directors
and ratified by the Board of Directors or the shareholders in accordance with
the provisions of the 1940 Act.

ARTICLE XII

Annual Statements

The books of account of the Corporation shall be examined by an
independent firm of public accountants at the close of each annual period of
the Corporation and at such other times as may be directed by the Board. A
report to the shareholders based upon

16
<PAGE> 17

each such examination shall be mailed to each shareholder of the Corporation of
record on such date with respect to each report as may be determined by the
Board, at his address as the same appears on the books of the Corporation.
Such annual statement shall also be placed on file at the Corporation's
principal office in the State of Maryland. Each such report shall show the
assets and liabilities of the Corporation as of the close of the annual or
semiannual period covered by the report and the securities in which the funds
of the Corporation were then invested. Such report shall also show the
Corporation's income and expenses for the period from the end of the
Corporation's preceding fiscal year to the close of the annual or semiannual
period covered by the report and any other information required by the 1940
Act, and shall set forth such other matters as the Board or such firm of
independent public accountants shall determine.

ARTICLE XIII

Amendments

These By-Laws or any of them may be amended, altered or repealed at
any annual meeting of the shareholders or at any special meeting of the
shareholders at which a quorum is present or represented, provided that notice
of the proposed amendment, alteration or repeal is contained in the notice of
such meeting. These By-Laws may also be amended, altered or repealed by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board of Directors.

<PAGE> 1

EXHIBIT (2.1)
AMENDMENT TO THE BY-LAWS
OF THE BRADFORD FUNDS, INC.

Article III, Section 6

RESOLVED, that the proviso in the second sentence of Article III,
Section 6 of the By-laws of the Company be, and hereby is, amended to read as
follows:

"provided that, unless there are no shares outstanding, after filling
such vacancy, at least two thirds of the directors then holding office shall
have been elected to such office by the shareholders at an annual or special
meeting."

adopted December 14, 1988

<PAGE> 1
EXHIBIT (2.2)
AMENDMENT TO THE BY-LAWS
OF THE BRADFORD FUNDS, INC.

Article II, Section 2

RESOLVED, that Article II, Section 2 of the By-laws of the Corporation
be, and hereby is, amended to add the notation "(a)" immediately following the
caption of such Section, and by adding a new subsection (b) to read as
follows:

"(b) Notwithstanding the provisions of the immediately preceding
paragraph, the Board of Directors shall promptly call a special meeting of
shareholders for the purpose of voting upon the question of removal of any such
director when requested in writing so to do by the record holders of not less
than ten percent (10%) of the shares entitled to vote on such question."

adopted January 31, 1989

<PAGE> 1
EXHIBIT (2.3)
AMENDMENT TO THE BY-LAWS
OF THE BRADFORD FUNDS, INC.

Article I, Section 2

RESOLVED, that Article I, Section 2 of the By-Laws of the Company be,
and it hereby is, amended in its entirety to read as follows:

"Section 2. Principal Executive Office. The principal executive
office of the Corporation shall be in the city of Wilmington, Delaware."

adopted July 19, 1989

<PAGE> 1
EXHIBIT (5)
INVESTMENT ADVISORY AGREEMENT

(The Bradford Money Fund)

AGREEMENT made as of January 12, 1989 between THE BRADFORD FUNDS, INC.
a Maryland corporation (herein called the "Company"), and BRADFORD CAPITAL
MANAGEMENT, LTD., a Tennessee limited partnership (herein called the
"Investment Adviser").

WHEREAS, the Company is registered as an open-end diversified,
management investment company under the Investment Company Act of 1940 (the
"1940 Act") and presently offers shares representing interests in one
investment portfolio, namely The Bradford Money Fund (the "Portfolio"); and

WHEREAS, the Company's capital stock, par value $.001 per share (the
"Shares"), may be classified into classes, and the Shares representing
interests in the Portfolio have been designated the only class of shares; and

WHEREAS, the Company desires to retain the Investment Adviser to
render investment advisory services with respect to the Portfolio, and the
Investment Adviser is willing to so render such services.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Company hereby appoints the Investment
Adviser to act as investment adviser to the Company for the Portfolio for the
period and on the terms set forth in this Agreement. The Investment Adviser
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided. The Company may appoint the Investment
Adviser to act as investment adviser to additional portfolios, effective upon
approval of the initial shareholder(s) of such portfolios and the Investment
Adviser's acceptance of such appointment, either upon the same terms and
conditions herein set forth or upon such other terms and conditions as shall be
agreed upon by the Company and the Investment Adviser.

2. Delivery of Documents. The Company has furnished the
Investment Adviser with copies, properly certified or authenticated, of each of
the following:

(a) Articles of Incorporation of the Company filed with
the Secretary of State of Maryland on October 25, 1988, together with any
amendments thereto or articles supplementary thereto (such Articles of
Incorporation as presently in effect and as they shall from time to time be
amended, herein called the "Articles of Incorporation");
<PAGE> 2

(b) By-Laws of the Company (such By-Laws, as presently in
effect and as they shall from time to time be amended, herein called the
"By-Laws");

(c) Resolutions of the Board of Directors of the Company
authorizing the appointment of the Investment Adviser and the execution and
delivery of this Agreement;

(d) A copy of the Distribution Agreement between the
Company and J.C. Bradford & Co. (the "Distributor") relating to Shares
representing interests in the Portfolio and the form of each sales agreement,
if any, for broker-dealers participating in the distribution of Shares
representing interests in the Portfolio ("Participating Dealers");

(e) Each Plan of Distribution pursuant to Rule 12b-1
under the 1940 Act relating to Shares representing interests in the Portfolio;

(f) Each Transfer Agency Agreement and Custodian
Agreement, if any, relating to the Portfolio;

(g) Each Administration and Accounting Services
Agreement, if any, relating to the Portfolio (the "Administration Agreement");

(h) Notification of Registration of the Company under the
1940 Act on Form N-8A as filed with the Securities and Exchange Commission
("SEC") on October 26, 1988 and all amendments thereto;

(i) The Registration Statement of the Company on Form
N-1A under the Securities Act of 1933 (the "1933 Act") and under the 1940 Act
(File Nos. 33-25137 and 811-5682) filed with the SEC on October 26, 1988
relating to Shares, and all amendments thereto (the "Registration Statement");
and

(j) Each Prospectus relating to Shares representing
interests in the Portfolio in effect under the 1933 Act (such prospectuses, as
presently in effect and as they shall from time to time be amended and
supplemented, are herein collectively called the "Prospectuses").

The Company will furnish the Investment Adviser from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

3. Management of the Portfolio. Subject to the authority of the
Board of Directors of the Company, the Investment Adviser will provide
investment advice for the assets of the Portfolio, including (i) the provision
of a continuous investment program for the Portfolio, including investment
research and management with respect to all securities, investments, cash and
cash equivalents

2
<PAGE> 3
in the Portfolio, (ii) the determination from time to time of what securities
and other investments will be purchased, retained or sold by the Company for
the Portfolio, (iii) the placement of orders for all purchases and sales made
for the Portfolio, and (iv) coordination of contractual relationships and
communications between the Company and its contractual service providers. The
Investment Adviser will provide the services rendered by it hereunder in
accordance with the investment objectives, restrictions and policies of the
Portfolio as stated in the applicable Prospectus and the applicable statement
of additional information contained in the Registration Statement. The
Investment Adviser further agrees that it will maintain all books and records
with respect to the securities transactions of the Portfolio and will render to
the Company's Board of Directors such periodic and special reports as the Board
may request.

4. Portfolio Transactions. (a) The Investment Adviser may
place orders for portfolio transactions either directly with the issuer or with
any broker or dealer (including any bank acting in such capacity). In placing
orders with brokers and dealers, the Investment Adviser will attempt to obtain
the best net price and the most favorable execution of its orders in light of
the overall quality of brokerage and research services provided. In placing
orders with such broker or dealer, the Investment Adviser will consider the
experience and skill of the firm's securities traders and the firm's financial
responsibility and administrative efficiency.

(b) The Investment Adviser is authorized to place orders
for the purchase or sale of securities for the account of the Portfolio with a
broker or dealer which is an affiliated person of the Investment Adviser, who
may receive and retain compensation in connection therewith, provided that (i)
such compensation does not exceed the amount permitted under Section 17(e) of
the 1940 Act and the rules and regulations thereunder, and (ii) no part of such
compensation is paid for the research services referred to in subparagraph (c)
below.

(c) The Investment Adviser is authorized, to the fullest
extent now and hereafter permitted by law, to cause the Portfolio to pay a
member of a securities exchange, broker, or dealer an amount of commission for
effecting a securities transaction in excess of the amount of commission
another member of an exchange, broker, or dealer would have charged for
effecting that transaction, if the Investment Adviser determines in good faith
that such amount of commission is reasonable in relation to the overall quality
of the brokerage and research services (within the

3
<PAGE> 4
meaning of Section 28 (e) of the Securities Exchange Act of 1934) provided by
such member, broker, or dealer, viewed in terms either of that particular
transaction or the overall responsibilities of the Investment Adviser with
respect to the accounts as to which the Investment Adviser exercises investment
discretion (within the meaning of Section 3(a)(35) of the Securities Exchange
Act of 1934).

5. Interest in Shares. The Investment Adviser shall not take,
and shall not permit any of its partners, officers or employees to take, a long
or short position in the Shares representing interests in the Portfolio, except
for the purchase of Shares representing interests in the Portfolio for
investment purposes at the same price as that available to the public at the
time of purchase.

6. Services Not Exclusive. The investment advisory services
rendered by the Investment Adviser hereunder are not to be deemed exclusive,
and the Investment Adviser shall be free to render similar services to others
(including other portfolios of the Company) so long as its services under this
Agreement are not impaired thereby. The Investment Adviser shall for all
purposes herein be deemed to be an independent contractor and assumes no
responsibility under this Agreement other than to render the services called
for hereunder.

7. Books and Records. In compliance with the requirements of
Rule 31a-3 under the 1940 Act, the Investment Adviser hereby agrees that any
and all records which it maintains for the Portfolio are the property of the
Company and further agrees to surrender promptly to the Company any of such
records upon the Company's request. The investment Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 those records required to be
maintained by Rule 31a-1 which the Investment Adviser will maintain pursuant to
this Agreement.

8. Expenses. (a) During the term of this Agreement,
the Investment Adviser will pay all expenses incurred by it in connection with
the performance of its duties under this Agreement. In addition, the
Investment Adviser, at its own expense and without reimbursement from the
Company or the Portfolio, shall furnish office space, equipment and personnel
(other than the services of directors of the Company who are not affiliated
persons of the Investment Adviser as defined in the 1940 Act), for managing the
assets of and placing portfolio transactions for the Portfolio.

(b) The Portfolio shall bear all expenses of its
operations not borne by the Investment Adviser hereunder, and shall reimburse
the Investment Adviser for any such other expenses initially incurred by it,
including, without limitation, organizational costs, fees paid to the
Investment Adviser and administrator, fees and expenses of directors who are
not affiliated with the Investment Adviser, Distributor, taxes, interest, legal
fees, custodian and transfer agency fees, auditing fees, brokerage fees and
commissions, fees and expenses of registering and qualifying the Portfolio and
its Shares for distribution under federal and state securities laws, expenses
of

4
<PAGE> 5
preparing, printing and distributing prospectuses and statements of additional
information annually to existing shareholders, the expense of reports to
shareholders, shareholders' meetings and proxy solicitations, fidelity bond and
directors and officers liability insurance premiums, distribution expenses
pursuant to any Rule 12b-1 plan, and other expenses which are not expressly
assumed by the Investment Adviser under this Agreement.

(c) Notwithstanding the foregoing provisions, the
Investment Adviser may, in its sole and absolute discretion, from time to time
waive any portion of the compensation payable to it hereunder or agree to
reimburse the Portfolio for a portion of the expenses of its operations, and
any such waiver or agreement shall not be deemed an amendment to this
Agreement. In addition, if the expenses borne by the Portfolio in any fiscal
year, including the Investment Adviser's compensation but excluding certain
expenses such as interest, taxes, brokerage fees and commissions and
extraordinary expenses, exceed the most restrictive applicable expense
limitations imposed by the securities regulations of any state in which the
Shares representing interests in the Portfolio are registered or qualified for
sale to the public, the Investment Adviser shall reimburse the Portfolio for
any excess up to the amount of the fees payable by the Portfolio for any excess
up to the amount of the fees payable by the Portfolio to it during such fiscal
year pursuant to Paragraph 9 hereof; provided, however, that notwithstanding
the foregoing, the Investment Adviser shall reimburse the Portfolio for such
excess expenses regardless of the amount of such fees payable to it during such
fiscal year to the extent that the securities regulations of any state in which
such Shares are registered or qualified for sale so require.

9. Compensation.

(a) For the services provided and the expenses assumed
pursuant to this Agreement with respect to the Portfolio, the Company will pay
the Investment Adviser from the assets of the Portfolio and the Investment
Adviser will accept as full compensation therefor a fee, computed daily and
payable monthly, at the following annual rate: .40% of the first $500 million
of the Portfolio's daily net assets and .35% of daily net assets in excess of
$500 million. This fee will be computed based on the net asset value of the
Portfolio on each day of each month and the fee payable for a given month will
be payable on the first business day of the following month.

(b) The fee attributable to the Portfolio shall be
satisfied only against the assets of the Portfolio and not against the assets
of any other investment portfolio of the Company.

10. Limitation of Liability of the Investment Adviser. The
Investment Adviser shall not be liable for any error of judgment, or act or
omission, or mistake of law or for any loss suffered by

5
<PAGE> 6
the Company in connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Investment
Adviser in the performance of its duties or from reckless disregard by it of
its obligations and duties under this Agreement.

11. Duration and Termination. This Agreement shall become
effective with respect to the Portfolio upon approval of this Agreement by vote
of a majority of the outstanding voting securities of the Portfolio and, unless
sooner terminated as provided herein, shall continue with respect to the
Portfolio until January 12, 1991. Thereafter, if not terminated, this
Agreement shall continue with respect to the Portfolio from year to year
thereafter, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those members of the Board of
Directors of the Company who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called for the purpose
of voting on such approval and (b) by the Board of Directors of the Company or
by vote of a majority of the outstanding voting securities of the Portfolio.
Notwithstanding the foregoing provisions, (i) the continuance of this Agreement
with respect to the Portfolio for the two-year period referred to in the first
sentence of this paragraph 11 is, in addition to the requirements set forth
above, subject to the approval of this Agreement by the holders of a majority
of the outstanding voting securities of the Portfolio at their first meeting
following the effective date of this Agreement, and (ii) this Agreement may be
terminated with respect to the Portfolio by the Company at any time, without
the payment of any penalty, by the Board of Directors of the Company or by vote
of a majority of the outstanding voting securities of the Portfolio, on 60'
days written notice to the Investment Adviser or by the Investment Adviser at
any time, without payment of any penalty, on 60 days' written notice to the
Company. This Agreement will automatically terminate in the event of its
assignment. (As used in this Agreement, the terms "majority of the outstanding
voting securities," "interested person" and "assignment" shall have the same
meaning as such terms have in the 1940 Act.)

12. Name. The Company hereby acknowledges that the name
"Bradford" is a property right of the Investment Adviser. The Investment
Adviser agrees that the Company and the Portfolio may, so long as this
Agreement remains in effect, use "Bradford" as part of its name. The
Investment Adviser may permit other persons, firms or corporations, including
other investment companies, to use such name and may, upon termination of this
Agreement, require the Company and the Portfolio to refrain from using the name
"Bradford" in any form or combination in its name or in its business or in the
name of any of its portfolios, and the Company shall, as soon as

6
<PAGE> 7
practicable following its receipt of any such request from the Investment
Adviser, so refrain from using such name.

13. Amendment of this Agreement. No provision of this Agreement
may be changed, discharged or terminated, except by an instrument in writing
signed by the party against which enforcement of the change, discharge or
termination is sought, and no amendment of this Agreement affecting the
Portfolio shall be effective until approved by vote of the holders of a
majority of the outstanding voting securities of the Portfolio.

14. Miscellaneous. The captions in this Agreement are included
for convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall be
governed by the law of the State of Tennessee.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.

THE BRADFORD FUNDS, INC.
a Maryland corporation

Attest: /s/ R.R. Harness By: /s/ Allan L. Erb
---------------------- -------------------------------
President

BRADFORD CAPITAL MANAGEMENT,
LTD., a Tennessee limited
partnership

By: J.C.B. FINANCIAL SERVICES,
INC., its General Partner

Attest: /s/ Allan L. Erb By: /s/ R.R. Harness
----------------------- -------------------------------
Treasurer

<PAGE> 1
EXHIBIT(6)

DISTRIBUTION AGREEMENT

AGREEMENT, made as of January 12, 1989 by and between The
Bradford Funds, Inc., a Maryland corporation (the "Company"), and J. C.
Bradford & Co., a Tennessee limited partnership (the "Distributor").

WITNESSETH

WHEREAS, the Company is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), and presently offers shares representing interests in
one investment portfolio, namely The Bradford Money Fund (the "Portfolio");

WHEREAS, the Company's common stock, par value $.001 per
share, currently consists of a single class representing interests in the
Portfolio (the "Shares"); and

WHEREAS, the Company wishes to appoint the Distributor as the
exclusive distributor of the Shares and the Distributor wishes to become the
distributor of the Shares.

NOW, THEREFORE, in consideration of the premises above and of
other good and valuable consideration by each of the parties hereto to the
other party paid and of the agreements, covenants and obligations herein
contained, the parties hereto agree as follows:

1. Appointment. The Company appoints the Distributor as
distributor of Shares for the period and on the terms set forth in this
Agreement. The distributor accepts such appointment and agrees to render the
services herein set forth for the compensation herein provided.

2. Duties of the Company. The Company shall use its best
efforts in maintaining registration of itself and its securities under the 1940
Act and the Securities Act of 1933, as amended (the "1933 Act") and shall bear
all expenses in connection therewith.

The Company shall cooperate in the qualification of Shares
under the laws of the various states and other jurisdictions of the United
States and shall execute and deliver such documents s may reasonably be
required for such purpose, but the Company shall not be required to qualify as
a foreign business entity in any jurisdiction, nor effect any modification of
its policies or practices without prior approval of the Company's officers.
The Company's officers, subject to the direction of the Board of Directors of
the Company and with the advice of the Distributor, shall determine whether it
is desirable to qualify or continue to offer Shares in any jurisdiction.
<PAGE> 2

The Company shall provide to the Distributor copies of the
Company's Articles of Incorporation and all amendments thereto ("Charter") on
file with the Department of Assessments and Taxation of the State of Maryland,
the Company's then current By-laws and all amendments thereto ("By-laws"), and
the Company's Registration Statement relating to the Shares as filed under the
1940 Act and the 1933 Act (the "Registration Statement"), including the
prospectus (the "Prospectus") and statement of additional information (the
"SAI"). The Company shall provide to the Distributor, at the Distributor's
expense (subject to the reimbursement provision in paragraph 7 hereof) such
additional copies of the Prospectus and SAI and annual, semi-annual and other
reports and communications to shareholders which relate to the Shares as the
Distributor may reasonably require for sales purposes. The Company shall also
furnish the Distributor upon request with: (a) annual audit made by independent
public accountants regularly retained by the Company, (b) semi-annual unaudited
financial statements pertaining to the Portfolio, (c) quarterly earnings
statements pertaining to the Portfolio, (d) a monthly itemized list of the
securities held by the Portfolio, (e) monthly balance sheets as soon as
practicable after the end of each month, and (f) from time to time such
additional information regarding the Company's or the Portfolio's financial
condition as the Distributor may reasonably request.

3. Duties as Distributor. The Distributor agrees to be responsible
for the distribution of and payment of the costs of distributing the shares,
either itself or through dealers or otherwise. The Distributor agrees that all
solicitations for subscriptions to Shares shall be made in accordance with the
Charter, the Registration Statement, the By-Laws, Prospectus and SAI, and shall
not at any time or in any manner violate any provisions of the laws of the
United States or of any state or other jurisdiction in which solicitations are
then being made, or of any rules and regulations made or adopted by duly
authorized agencies thereunder, including without limitation those promulgated
by the Securities and Exchange Commission (the "SEC"). In carrying out its
obligations hereunder, the Distributor shall:

(a) provide to the Company's Board of Directors, at least
quarterly, a written report of the amounts expended in connection with
all distribution services rendered pursuant to this Agreement,
including an explanation of the purposes (such as commissions,
advertising, printing, interest, carrying charges and any allocated
overhead expenses) for which such expenditures were made;

(b) take, on behalf of the Company, all actions which appear
to the Company necessary to carry into effect the distribution of the
Shares and perform such other administrative duties with respect to
the Shares as the Company's Board of Directors reasonably may require.

-2-
<PAGE> 3

4. Distribution of Shares. The price at which Shares may be
sold shall be the net asset value per Share next determined following receipt
of an order computed in the manner set forth in the Portfolio's Prospectus and
SAI then in effect.

It is mutually understood and agreed that the Distributor does
not undertake to sell all or any specific portion of the Shares. The Company
shall not sell any Shares except through the Distributor, except that:

(a) the Company may issue Shares at their net asset value to
any shareholder of the Company purchasing Shares with dividends or
other distributions received from the Company pursuant to an offer
made to all shareholders;

(b) the Distributor may, and when requested by the Company
shall, suspend its efforts to effectuate sales of Shares at any time
when in the opinion of the Distributor or of the Company no sales
should be made because of market or other economic considerations or
abnormal circumstances of any kind; and

(c) the Company may withdraw the offering of its Shares (i)
at any time with the consent of the Distributor, or (ii) without such
consent when so required by the provisions of any statute or of any
order, rule or regulation of any governmental body having
jurisdiction.

Whenever in the judgment of the Company's officers such action is warranted by
unusual market, economic or political conditions, or by abnormal circumstances
of any kind, the Company's officers may decline to accept any orders for, or
make any sales of the Shares until such time as those officers deem it
advisable to accept such orders and to make such sales. In the event of such
suspension of sales and until the receipt of written notification by the
Company that it will resume accepting orders for and making sales of the
Shares, the Distributor's duty to distribute Shares shall be suspended, but, so
long as this Agreement is otherwise in effect, the Company shall continue to
remain obligated to compensate the Distributor under the terms of paragraph 7
hereof.

5. Effectiveness of Registration. None of the Shares shall
be offered by either the Distributor or the Company under any of the provisions
of this Agreement and no orders for the purchase or sale of the Shares shall be
accepted by the Company if and so long as the effectiveness of the Registration
Statement shall be suspended under any of the provisions of the 1933 Act or if
and so long as a current prospectus as required by Section 5(b)(2) of the 1933
Act is not on file with the SEC; provided, however, that nothing contained in
this paragraph 5 shall in any way restrict, apply to or bear upon the Company's
obligation to redeem its Shares

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<PAGE> 4

from any shareholder in accordance with the provisions of the Prospectus, SAI
or Charter.

The Company agrees to advise the Distributor immediately in
writing:

(a) of any request by the SEC for amendments to the
Registration Statement, Prospectus or SAI then in effect or for
additional information;

(b) in the event of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement, Prospectus
or SAI then in effect or the initiation of any proceeding for that
purpose;

(c) of the happening of any event that makes untrue any
statement of a material fact made in the Registration Statement,
Prospectus or SAI then in effect or that requires the making of a
change in such Registration Statement or SAI in order to make the
statements therein not misleading; and

(d) of all actions of the SEC with respect to any amendment
to any Registration Statement, Prospectus or SAI which may from time
to time be filed with the SEC.

For the purposes of this paragraph 5, informal requests by, or acts of the
staff of the SEC shall not be deemed actions of or requests by the SEC.

6. Expenses; Services.

The Distributor shall pay all costs of distributing the Shares
including, but not limited to, administrative and sales related costs,
compensation paid to registered representatives of the Distributor and to
securities dealers that have entered into sales agreements with the
Distributor, costs of printing and distributing prospectuses, statements of
additional information and shareholder reports to those who are not, at the
time of such distribution, shareholders, costs of preparing, printing and
distributing sales literature, costs of preparing and running advertisements on
radio, television, newspapers or magazines, and other distribution-related
expenses; provided that the Adviser, rather than the Distributor, may initially
bear the expenses referred to in this sentence, but the Distributor shall be
primarily liable for such expenses until paid. The expenses of the Distributor
of administrative and sales related costs will include those incurred by the
Distributor in (subject to paragraph 7 hereof) transmitting to the Company's
transfer agent purchase and redemption orders for Shares and other transactions
occurring in the accounts of customers of the Distributor, taking and
processing applications of new shareholders, maintaining customary information

-4-
<PAGE> 5

concerning such customers (such as name, address, social security number,
citizenship, etc.), confirming purchases and redemptions of Shares (unless
exempted therefrom by the SEC), settling monetary transactions arising from the
purchase and redemption of Shares, providing such customers with monthly
account statements indicating, among other things, all transactions in Shares
occurring during the month, providing such customers and the Internal Revenue
Service, with required annual tax information with respect to dividends on
shares of the Fund held, and interfacing with such customers in answering
questions concerning the Company and their transactions in Shares.

7. Reimbursement of Expenses. The Company shall reimburse
the Distributor for its costs of providing the services described herein,
including but not limited to distribution-related expenses as set forth or
referred to in the Company's Plan of Distribution relating to the Shares (the
"Plan"), Section 6 of this Agreement and any related agreements. Such
reimbursement shall be subject to the following limitations.

(a) Expense reimbursement to the Distributor shall be made on
a monthly basis and shall be at an annual rate not to exceed .2% of
the daily net assets of the Portfolio computed in accordance with the
currently effective Prospectus relating to the Portfolio.

(b) The portion of the amounts listed in paragraph (a) above
used to reimburse the Distributor for compensation paid to registered
representatives of the Distributor and to securities dealers that have
entered into sales agreements with the Distributor with respect to
sale of Shares shall constitute reimbursable expenses under this
Agreement and the Plan, subject to the expense limitations provided in
such paragraph (a) and such Plan.

(c) On or before the 15th day of each month, the Distributor
shall provide the Company with an itemized list of costs of
distribution incurred during the preceding month with respect to the
Portfolio which are reimbursable under this Agreement and the Plan for
which the Distributor desires to be reimbursed. The Company shall
reimburse the Distributor for such costs within 30 days of receipt of
such itemized list.

8. Limitation Of The Distributor's Authority.

The Distributor shall be deemed to be an authorized
independent contractor and, except as specifically provided or authorized
herein, shall have no authority to act for or represent the Company or the
Portfolio.

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<PAGE> 6

9. Indemnity by Company. The Company agrees to indemnify and
hold the Distributor and each person (if any) who controls the Distributor
within the meaning of Section 15 of the 1933 Act harmless from and against any
and all losses, claims, damages and liabilities (including but not limited to
attorney fees and investigative expenses) which the Distributor or any such
controlling person may incur under the 1940 Act, or under common law or
otherwise, caused by or alleged to exist by reason of any untrue statement of a
material fact contained in the Company's Registration Statement, Prospectus or
SAI relating to the Portfolio or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading (except statements or omissions furnished for
use by the Distributor).

The Distributor agrees that, promptly upon its receipt of
notice of the commencement of any action against the Distributor or against any
person so controlling the Distributor, in respect of which indemnity or
reimbursement may be sought from the Company on account of its agreement in the
preceding paragraph, notice in writing will be given to the Company within 10
days after the summons or other first legal process shall have been served.
The failure to notify the Company of any such action shall not relieve the
Company from any liability which the Company may have to the person against
whom such action is brought by reason of any such alleged untrue statement or
any such liability that arises other than by reason of the indemnity agreement
contained in this paragraph. Thereupon, the Company shall be entitled to
participate, to the extent that it shall wish (including the selection of
counsel with Distributor's reasonable approval), in the defense thereof. In
the event the Company elects to assume the defense of any such suit and retain
counsel of good standing reasonably approved by the Distributor, the defendant
or defendants in such suit shall bear the expense of any additional counsel
retained by any of them; but in the case the Company does not elect to assume
the defense of any such suit or in the case the Distributor does not reasonably
approve of counsel chosen by the Company, the Company will reimburse the
Distributor or the controlling person or persons named as defendant or
defendants in such suit for the fees and expenses of only one counsel or firm
which may be retained on behalf of the Distributor and such controlling
persons.

In the event that any such claim for indemnification is made
by any director or person in control of the Distributor within the meaning of
Section 15 of the 1933 Act who is also an officer or director of the Company,
the Company will submit to a court of appropriate jurisdiction the question of
whether or not indemnification by it is against public policy as expressed in
the 1933 Act, the 1934 Act (as hereinafter defined), and the 1940 Act, and will
be governed by the final adjudication of such question.

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<PAGE> 7

The Company's indemnification agreement contained in this
paragraph and the Company's representations and warranties in this agreement
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Distributor or any controlling person
and shall survive the sale of any of the Shares made pursuant to this
Agreement. The agreement of indemnity will inure exclusively to the
Distributor's benefit, and to the extent permitted by the 1940 Act or any other
applicable to law consistent with the 1940 Act to the benefit of the
Distributor's successors and assigns, and to the benefit of any controlling
persons and their successors and assigns. The Company agrees promptly to
notify the Distributor of the commencement of any litigation or proceeding
against the Company in connection with the issue and sale of any Shares.

10. Indemnity by the Distributor. The Distributor agrees to
indemnify and hold harmless the Company, its directors and persons who control
the Company within the meaning of Section 15 of the 1933 Act to the same extent
as in the foregoing indemnity from the Company to the Distributor, but only
with respect to any untrue statement or omission or alleged untrue statement or
omission based upon information furnished in writing to the Company by the
Distributor or by any person on behalf of or at the request of the Distributor,
excluding the Company, expressly for use in the Registration Statement,
Prospectus or SAI relating to the Portfolio. The Distributor also agrees to
indemnify and hold harmless the Company, its directors and persons who control
the Company within the meaning of Section 15 of the 1933 Act from and against
any and all losses, claims, damages and liabilities arising by reason of any
person acquiring any Shares, which may be based upon the 1993 Act or any other
statute or at common law, on account of any wrongful sales activities of the
Distributor or any of its registered representatives, as defined under the
By-Laws of the National Association of Securities Dealers, Inc. (including any
failure to conform with any requirement of any state and federal law relating
to the sale of such Shares).

The Distributor shall also indemnify and hold harmless the
Company, its directors and persons who control the Company within the meaning
of Section 15 of the 1933 Act for any liability to the Company or to the
holders of Shares by reason of the Distributor's negligence in the performance
of its obligations and duties under this Agreement.

In case any action shall be brought against the Company, its
directors and persons who control the Company within the meaning of Section 15
of the 1933 Act in respect of which it may seek indemnity or reimbursement from
the Distributor on account of the agreement of the Distributor contained in
this paragraph 10, the Distributor shall have the rights and duties given to
the Company, and the Company, its directors and persons who control the Company
within the meaning of Section 15 of the 1933 Act shall have

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<PAGE> 8

the rights and duties given to the Distributor, in the second and third
paragraphs of paragraph 9.

11. Duration and Termination. This Agreement shall become
effective with respect to the Portfolio upon effectiveness of the Plan, as
provided therein and, unless sooner terminated as provided herein, shall
continue with respect to the Portfolio until January __, 1989. Thereafter, if
not earlier terminated, this Agreement shall continue with respect to the
Portfolio from year to year thereafter, provided such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Directors of the Company who are not parties to this
Agreement or interested persons of any such party ("Non-Interested Directors"),
cast in person at a meeting called for the purpose of voting on such approval
and (b) by the Board of Directors of the Company. Notwithstanding the
foregoing provisions, this Agreement may be terminated with respect to the
Portfolio by the Company at any time, without the payment of any penalty, by
the Board of Directors of the Company or by vote of a majority of the
outstanding voting securities of the Portfolio, on 60 days' written notice to
the Distributor or by the Distributor at any time, without payment of any
penalty, on 60 days' written notice to the Company. This Agreement will
automatically terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meaning as such terms
have in the 1940 Act.)

12. Amendment. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the Board of
Directors of the Company and (ii) by a majority of the Non-Interested Directors
of the Company, which vote must be cast in person at a meeting called for the
purpose of voting on such approval.

13. Miscellaneous.

(a) The Distributor agrees on behalf of itself and its
employees to treat confidentially and as proprietary information of the Company
all records and other information relative to the Company or the Portfolio and
its prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Company, which approval shall not be reasonably withheld and may not be
withheld where the Distributor may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, or when so requested by the Company or the
Portfolio.

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<PAGE> 9

(b) Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a term or
provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court,
by rules, regulations or orders of the SEC issued pursuant to the 1940 Act. In
addition, where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is revised by rule, regulation or order of the SEC,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order. Otherwise, the provisions of this Agreement shall be
governed by the laws of the State of Maryland.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in duplicate by their respective officers as of the
day and year first above written.

ATTEST: THE BRADFORD FUNDS, INC.

/s/ R.R. Harness By /s/ Allan L. Erb
- ------------------------------ ---------------------------

ATTEST: J.C. BRADFORD & CO.

/s/ Allan L. Erb By /s/ R.R. Harness
- ------------------------------ ---------------------------

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<PAGE> 1
EXHIBIT (8)

CUSTODIAN AGREEMENT

THIS AGREEMENT is made as of January 13, 1989 by and between THE
BRADFORD FUNDS, INC., a Maryland corporation (the "Fund"), and PROVIDENT
NATIONAL BANK, a national banking association ("Provident").

WITNESSETH:

WHEREAS, the Fund is registered as an open-end, diversified
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act") and presently offers Shares representing interests in one
investment portfolio, namely The Bradford Money Fund (the "Portfolio"); and

WHEREAS, the Fund desires to retain Provident to serve as the
Fund's custodian and Provident is willing to serve as the Fund's custodian:

NOW THEREFORE, in consideration of the premises and mutual
covenants herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints Provident to act as
custodian of the portfolio securities, cash and other property belonging to the
Portfolio for the period and on the terms set forth in this Agreement.
Provident accepts such appointment and agrees to furnish the services herein
set forth in return for the compensation as provided in Paragraph 21 of this
Agreement. Provident agrees to comply with all relevant provisions of the 1940
Act and applicable rules and regulations thereunder. The Fund may appoint
Provident to furnish such services to additional portfolios, effective upon
approval of the Board of Directors of the Fund and Provident's acceptance of
such appointment, either upon the same terms and conditions herein set forth or
upon such other terms and conditions as shall be agreed upon by the Fund and
Provident.

2. Delivery of Documents. The Fund has furnished, and in the
case of subparagraph (1) below will, if applicable, furnish, Provident with
copies properly certified or authenticated of each of the following:

(a) Resolutions of the Fund's Board of Directors authorizing
the appointment of Provident as custodian of the portfolio securities, cash
and other property belonging to the Portfolio and approving this Agreement;

(b) Appendix A identifying and containing the signatures of
the Fund's officers and other persons authorized to issue Oral Instructions
and to sign Written Instructions, as hereinafter defined, on behalf of the
Fund;
<PAGE> 2
(c) The Fund's Articles of Incorporation filed with the
Department of Assessments and Taxation of the State of Maryland on October
26, 1988 and all amendments and articles supplementary thereto (such
Articles of Incorporation, as presently in effect and as from time to time
amended and supplemented, is herein called the "Charter");

(d) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as from time to time amended, are
herein called the "By-Laws");

(e) The Investment Advisory Agreement between Bradford Capital
Management, Ltd. (the "Adviser") and the Fund dated as of January 12, 1989
(the "Advisory Agreement");

(f) The Distribution Agreement between the Fund and J.C.
Bradford & Co. dated as of January 12, 1989 (the "Distribution Agreement");

(g) The Transfer Agency Agreement between Provident Financial
Processing Corporation (the "Transfer Agent") and the Fund dated as of
January 13, 1989 (the "Transfer Agency Agreement");

(h) The Administration and Accounting Services Agreement
between Provident Financial Processing Corporation and the Fund dated as of
January 13, 1989 (the "Administration Agreement");

(i) The Fund's Notification of Registration filed pursuant to
Section 8(a) of the 1940 Act on Form N-8A with the Securities and Exchange
Commission ("SEC") on October 26, 1988;

(j) The Fund's Registration Statement on N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File Nos. 33-25137 and
811-5682) and under the 1940 Act, as filed with the SEC on October 26, 1988
relating to shares of the Fund's Capital Stock, $.001 par value ("Shares"),
and all amendments thereto;

(k) The Fund's prospectus relating to Shares as amended or
supplemented ("Prospectus"); and

(l) Before the Fund engages in any transactions regulated by
the Commodity Futures Trading Commission ("CFTC"), a copy of either (i) a
filed notice of eligibility to claim the exclusion from the definition of
"commodity pool operator" contained in Section 2(a)(1)(A) of the Commodity
Exchange Act ("CEA") that is provided in

2
<PAGE> 3
Rule 4.5 under the CEA, together with all supplements as are required by
the CFTC, or (ii) a letter which has been granted the Fund by the CFTC
which states that the Fund will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which
has been granted the Fund by the CFTC which states that the CFTC will not
take any enforcement action if the Fund does not register as a "commodity
pool operator."

The Fund will furnish Provident from time to time with copies,
properly certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

3. Definitions.

(a) "Authorized Person". Any of the officers of the Fund and
any other person, whether or not any such person is an officer or employee of
the Fund, duly authorized by the Board of Directors of the Fund to give Oral
and Written Instructions on behalf of the Fund and listed on the Certificate
annexed hereto as Appendix A or any amendment thereto as may be received by
Provident from time to time.

(b) "Book-Entry System". The Federal Reserve Treasury
book-entry system for United States and federal agency securities, its
successor or successors and its nominee or nominees and any book-entry system
maintained by a clearing agency registered with the SEC under Section 17A of
the Securities Exchange Act of 1934 (the "1934 Act").

(c) "Oral Instructions". Oral instructions actually received
by Provident from an Authorized Person or from a person reasonably believed by
Provident to be an Authorized Person. The Fund agrees to deliver to Provident,
at the time and in the manner specified in Paragraph 8(b) of this Agreement,
Written Instructions confirming Oral Instructions.

(d) "Property". The term "Property," as used in this
Agreement, means:

(i) any and all securities and other property which the Fund
may from time to time deposit, or cause to be deposited, with Provident or
which Provident may from time to time hold for the Fund;

(ii) all income in respect of any of such securities or other
property;

(iii) all proceeds of the sale of any of such securities or
other property; and

3
<PAGE> 4

(iv) all proceeds of the sale of securities issued by the Fund,
which are received by Provident from time to time from or on behalf of the
Fund.

(e) "Written Instructions". Written instructions delivered by
hand, mail, tested telegram, cable, telex or facsimile sending device, and
received by Provident and signed by an Authorized Person.

4. Delivery and Registration of the Property. The Fund will
deliver or cause to be delivered to Provident all securities and all moneys
owned by the Portfolio, including cash received for the issuance of its Shares
representing interests in the Portfolio, at any time during the period of this
Agreement. Provident will not be responsible for such securities and such
moneys until actually received by it. All securities delivered to Provident
(other than in bearer form) shall be registered in the name of the Fund or the
Portfolio or in the name of the nominee of the Fund or in the name of any
nominee of Provident (with or without indication of fiduciary status), or in
the name of any sub-custodian or any nominee of any such sub-custodian
appointed pursuant to Paragraph 6 hereof or shall be properly endorsed and in
form for transfer satisfactory to Provident.

5. Receipt and Disbursement of Money.

(a) Provident shall open and maintain a separate custodial
account or accounts in the name of the Fund and each portfolio subject hereto,
subject only to draft or order by Provident acting pursuant to the terms of
this Agreement, and shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the Fund
or any portfolio subject hereto. Provident shall make payments of cash to, or
for the account of, the Fund from such cash only (1) for the purchase of
securities as provided in Paragraph 13 hereof; (ii) for the payment of
interest, dividends, taxes, administration, accounting, distribution, advisory
or management fees or expenses which are to be borne by the Fund under the
terms of this Agreement, the Advisory Agreement, the Administration Agreement,
the Transfer Agency Agreement or the Distribution Agreement; (iii) for payments
in connection with the conversion, exchange or surrender of securities owned or
subscribed to by the Fund and held by or to be delivered to Provident; (iv) to
a sub-custodian pursuant to Paragraph 6 hereof; (v) for the redemption of
Shares; (vi) for payment of the amount of dividends received in respect of
securities sold short; or (vii) upon receipt of Written Instructions, for other
proper Fund purposes. No payment pursuant to (i) above shall be made unless
Provident has received a copy of the broker's or dealer's confirmation or the
payee's invoice, as appropriate.

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<PAGE> 5
(b) Provident is hereby authorized to endorse and collect all
checks, drafts or other orders for the payment of money received as custodian
for the account of the Fund or any portfolio subject hereto.

6. Receipt of Securities.

(a) Except as provided by Paragraph 7 hereof, Provident shall
hold and physically segregate in separate accounts, identifiable at all times
from those of any other persons, firms, or corporations, all securities and
non-cash property received by it for the account of each portfolio subject
hereto. All such securities and non-cash property are to be held or disposed
of by Provident for the Fund pursuant to the terms of this Agreement. In the
absence of Written Instructions accompanied by a certified resolution of the
Fund's Board of Directors authorizing the transaction, Provident shall have no
power or authority to withdraw, deliver, assign, hypothecate, pledge or
otherwise dispose of any such securities and investments except in accordance
with the express terms provided for in this Agreement. In no case may any
Director, officer, employee or agent of the Fund withdraw any securities. In
connection with its duties under this Paragraph 6, Provident may, at its own
expense, enter into sub-custodian agreements with other banks or trust
companies for the receipt of certain securities and cash to be held by
Provident for the account of the Fund pursuant to this Agreement; provided that
each such bank or trust company has an aggregate capital, surplus and undivided
profits, as shown by its last published report, of not less than ten million
dollars ($10,000,000) for a Provident subsidiary or affiliate, or of not less
than one hundred million dollars ($100,000,000) if such bank or trust company
is not a Provident subsidiary or affiliate, and that in either case such bank
or trust company agrees with Provident to comply with all relevant provisions
of the 1940 Act and applicable rules and regulations thereunder. Provident
shall remain responsible for the performance of all of its duties under this
Agreement and shall hold the Fund harmless from the acts and omissions, under
the standards of care provided for herein, of any bank or trust company that it
might choose pursuant to this Paragraph 6.

(b) Where securities are transferred to an account of the Fund
established pursuant to Paragraph 7 hereof, Provident shall also by book-entry
or otherwise identify as belonging to the Fund the quantity of securities in a
fungible bulk of securities registered in the name of Provident (or its
nominee) or shown in Provident's account on the books of the Book-Entry System.
At least monthly and from time to time, Provident shall furnish the Fund with a
detailed statement of the Property held for the Fund under this Agreement.

7. Use of Book-Entry System. The Fund shall deliver to
Provident certified resolutions of the Board of Directors of the

5
<PAGE> 6
Fund approving, authorizing and instructing Provident on a continuous and
on-going basis until instructed to the contrary by Oral or Written Instructions
actually received by Provident (a) to deposit in the Book-Entry System all
securities belonging to the Fund eligible for deposit therein and (b) to
utilize the Book-Entry System to the extent possible in connection with
settlements of purchases and sales of securities by the Fund, and deliveries
and returns of securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. Without limiting the generality of
such use, it is agreed that the following provisions shall apply thereto:

(a) Securities and any cash of the Fund deposited in the
Book-Entry System will at all times be segregated from any assets and cash
controlled by Provident in other than a fiduciary or custodian capacity but
may be commingled with other assets held in such capacities. Provident and
its sub-custodian, if any, will pay out money only upon receipt of
securities and will deliver securities only upon the receipt of money.

(b) All books and records maintained by Provident which relate
to the Fund's participation in the Book-Entry System will at all times
during Provident's regular business hours be open to the inspection of the
Fund's duly authorized employees or agents, and the Fund will be furnished
with all information in respect of the services rendered to it as it may
require.

(c) Provident will provide the Fund with copies of any report
obtained by Provident on the system of internal accounting control of the
Book-Entry System promptly after receipt of such a report by Provident.
Provident will also provide the Fund with such reports on its own system of
internal control promptly after receipt of such a report by Provident.

8. Instructions Consistent with Charter, etc.

(a) Unless otherwise provided in this Agreement, Provident
shall act only upon Oral and Written Instructions. Although Provident may know
of the provisions of the Charter and By-Laws of the Fund, Provident may assume
that any Oral or Written Instructions received hereunder are not in any way
inconsistent with any provisions of such Charter or By-Laws or any vote,
resolution or proceeding of the Shareholders, or of the Board of Directors, or
of any committee thereof.

(b) Provident shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by Provident
pursuant to this Agreement. The Fund agrees to forward to Provident Written
Instructions confirming Oral Instructions in

6
<PAGE> 7
such manner that the Written Instructions are received by Provident by the
close of business of the same day that such Oral Instructions are given to
Provident. The Fund agrees that the fact that such confirming Written
Instructions are not received by Provident shall in no way affect the validity
of the transactions or enforceability of the transactions effected pursuant to
Oral Instructions. The Fund agrees that Provident shall incur no liability to
the Fund in acting upon Oral Instructions.

9. Transactions Not Requiring Instructions. In the absence
of contrary Written Instructions, Provident is authorized to take the following
actions:

(a) Collection of Income and Other Payments. Provident shall:

(i) collect and receive for the account of the Fund, all
income and other payments and distributions, including (without limitation)
stock dividends, rights, bond coupons, option premiums and similar items,
including or to be included in the Property, and promptly advise the Fund
of such receipt and shall credit such income, as collected, to the
custodian account of the Fund and the appropriate portfolio subject hereto;

(ii) endorse and deposit for collection, in the name of the
Fund, checks, drafts, or other orders for the payment of money on the same
day as received;

(iii) receive and hold for the account of the Fund all
securities received as a distribution on the Fund's portfolio securities as
a result of a stock dividend, share split-up or reorganization,
recapitalization, readjustment or other rearrangement or distribution of
rights or similar securities issued with respect to any portfolio
securities belonging to the Fund held by Provident hereunder;

(iv) present for payment and collect all amounts payable in
respect of securities which mature or are called, redeemed, or retired, or
otherwise become payable on the date such securities become payable; and

(v) take any action which may be necessary and proper in
connection with the collection and receipt of such income and other
payments and the endorsement for collection of checks, drafts, and other
negotiable instruments as described in Paragraph 24 of this Agreement.

7
<PAGE> 8
(b) Miscellaneous Transactions. Provident is authorized to
deliver or cause to be delivered Property against payment or other
consideration or written receipt therefor in the following cases:

(i) for examination by a broker selling for the account of the
Fund in accordance with street delivery custom;

(ii) for the exchange of interim receipts or temporary
securities for definitive securities; and

(iii) for transfer of securities into the name of the Fund or
Provident or any nominee of either, or for exchange of securities for a
different number of bonds, certificates, or other evidence, representing
the same aggregate face amount or number of units bearing the same interest
rate, maturity date and call provisions, if any; provided that, in any such
case, the new securities are to be delivered to Provident.

10. Transactions Requiring Instructions. Upon receipt of Oral
or Written Instructions and not otherwise, Provident, directly or through the
use of the Book-Entry System, shall:

(a) execute and deliver to such persons as may be designated
in such Oral or Written Instructions, proxies, consents, authorizations,
and any other instruments whereby the authority of the Fund as owner of any
securities may be exercised;

(b) deliver any securities held for the Fund against receipt
of other securities or cash issued or paid in connection with the
liquidation, reorganization, refinancing, tender offer, merger,
consolidation or recapitalization of any corporation or the exercise of any
conversion privilege;

(c) deliver any securities held for the Fund to any protective
committee, reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization or
sale of assets of any corporation, and receive and hold under the terms of
this Agreement such certificates of deposit, interim receipts or other
instruments or documents as may be issued to it to evidence such delivery;

(d) make such transfers or exchanges of the assets of the Fund
and take such other steps as shall be stated in said Oral or Written
Instructions to be for the purpose of effectuating any duly authorized plan
of

8
<PAGE> 9

liquidation, reorganization, merger, consolidation or recapitalization of
the Fund;

(e) release securities belonging to the Fund to any bank or
trust company for the purpose of pledge or hypothecation to secure any loan
incurred by the Fund; provided, however, that securities shall be released
only upon payment to Provident of the monies borrowed, except that in cases
where additional collateral is required to secure a borrowing already made,
subject to proper prior authorization, further securities may be released
for that purpose; and repay such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon surrender of the note
or notes evidencing the loan;

(f) release and deliver securities owned by the Fund in
connection with any repurchase agreement or reverse repurchase agreement
entered into on behalf of the Fund, but only on receipt of payment
therefor; and pay out moneys of the Fund in connection with any such
repurchase agreement or reverse repurchase agreement, but only upon the
delivery of the securities; and

(g) otherwise transfer, exchange or deliver securities in
accordance with Oral or Written Instructions.

11. Additional Segregated Accounts.

(a) Provident shall upon receipt of Written or Oral
Instructions establish and maintain a segregated account or accounts on its
records for and on behalf of the Fund, in addition to accounts otherwise
provided for in this Agreement, into which account or accounts may be
transferred cash and/or securities, including securities in the Book- Entry
System (i) for the purposes of compliance by the Fund with the procedures
required by a securities or option exchange, providing such procedures comply
with the 1940 Act and Release No. 10666 or any subsequent release or releases
of the SEC relating to the maintenance of segregated accounts by registered
investment companies, (ii) at the time the Fund enters into any reverse
repurchase agreement, and such account or accounts shall consist of liquid
assets having a value, at all times, equal to or greater than the repurchase
price (including amounts representing reserved interest) under all such
agreements outstanding; and (iii) upon receipt of Written Instructions, for
other proper corporate purposes.

(b) Provident may enter into separate custodial agreements
with various futures commission merchants ("FCMs") that the Fund uses (each an
"FCM Agreement"), pursuant to which the Fund's margin deposits in any
transactions involving futures contracts and options on futures contracts will
be held by

9
<PAGE> 10
Provident in accounts (each an "FCM Account") subject to the disposition by the
FCM involved in such contracts in accordance with the customer contract between
FCM and the Fund ("FCM Contract"), SEC rules governing such segregated
accounts, CFTC rules and the rules of the applicable commodities exchange.
Such FCM Agreements shall only be entered into upon receipt of Written
Instructions from the Fund which state that (i) a customer agreement between
the FCM and the Fund has been entered into; and (ii) the Fund is in compliance
with all the rules and regulations of the CFTC. Transfers of initial margin
shall be made into an FCM Account only upon Written Instructions; transfers of
premium and variation margin may be made into an FCM Account pursuant to Oral
Instructions. Transfers of funds from an FCM Account to the FCM for which
Provident holds such an account may only occur upon certification by the FCM to
Provident that pursuant to the FCM Agreement and the FCM Contract, all
conditions precedent to its right to give Provident such instruction have been
satisfied.

12. Dividends and Distributions. The Fund shall furnish
Provident with appropriate evidence of action by the Fund's Board of Directors
declaring and authorizing the payment of any dividends and distributions. Upon
receipt by Provident of Written Instructions with respect to dividends and
distributions declared by the Fund's Board of Directors and payable to
Shareholders who have elected in the proper manner to receive their
distributions or dividends in cash, and in conformance with procedures mutually
agreed upon by Provident, the Fund, and the Fund's Transfer Agent, Provident
shall pay to the Fund's Transfer Agent, as agent for such Shareholders, an
amount equal to the amount indicated in said Written Instructions as payable by
the Fund to such Shareholders for distribution in cash by the Transfer Agent to
such Shareholders. In lieu of paying the Fund's Transfer Agent cash dividends
and distributions, Provident may arrange for the direct payment of cash
dividends and distributions to Shareholders by Provident in accordance with
such procedures and controls as are mutually agreed upon from time to time by
and among the Fund, Provident and the Fund's Transfer Agent.

13. Purchase of Securities. Promptly after each decision to
purchase securities by the Adviser, the Fund, through the Adviser, shall
deliver to Provident Oral or Written Instructions specifying with respect to
each such purchase: (a) the name of the issuer and the title of the
securities, (b) the number of shares or the principal amount purchased and
accrued interest, if any, (c) the date of purchase and settlement, (d) the
purchase price per unit, (e) the total amount payable upon such purchase and
(f) the name of the person from whom or the broker through whom the purchase
was made. Provident shall upon receipt of securities purchased by or for the
Fund pay out of the moneys held for the account of the Fund the total amount
payable to the person from whom or the broker through whom the purchase was
made,

10
<PAGE> 11
provided that the same conforms to the total amount payable as set forth in
such Oral or Written Instructions.

14. Sales of Securities. Promptly after each decision to sell
securities by the Adviser or exercise of an option written by the Fund, the
Fund, through the Adviser, shall deliver to Provident Oral or Written
Instructions, specifying with respect to each such sale: (g) the name of the
issuer and the title of the security, (h) the number of shares or principal
amount sold and accrued interest thereon, if any, (i) the date of sale, (j) the
sale price per unit, (k) the total amount payable to the Fund upon such sale,
and (l) the name of the broker through whom or the person to whom the sale was
made. Provident shall deliver the securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the same conforms to the
total amount payable as set forth in such Oral or Written Instructions.
Subject to the foregoing, Provident may accept payment in such form as shall be
satisfactory to it, and may deliver securities and arrange for payment in
accordance with the customs prevailing among dealers in securities.

15. Records. The books and records pertaining to the Fund
which are in the possession of Provident shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws and regulations. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during Provident's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
Provident to the Fund or the Fund's authorized representative at the Fund's
expense.

16. Reports.

(a) Provident shall furnish the Fund the following reports:

(1) such periodic and special reports as the Fund may
reasonably request;

(2) a monthly statement summarizing all transactions and
entries for the account of each portfolio subject hereto, listing the
portfolio securities belonging to each such portfolio with the adjusted
average cost of each issue and the market value at the end of such month,
and stating the cash account of such portfolio including disbursements;

(3) the reports to be furnished to the Fund pursuant to Rule
17f-4 under the 1940 Act; and

11
<PAGE> 12
(4) such other information as may be agreed upon from time to
time between the Fund and Provident.

(b) Provident shall transmit promptly to the Fund any proxy
statement, proxy materials, notice of a call or conversion or similar
communications received by it as Custodian of the Property.

17. Cooperation with Accountants. Provident shall cooperate
with the Fund's independent public accountants and shall take all reasonable
action in the performance of its obligations under this Agreement to assure
that the necessary information is made available to such accountants for the
expression of their opinion, as such may be required from time to time by the
Fund.

18. Confidentiality. Provident agrees on behalf of itself and
its employees to treat confidentially all records and other information
relative to the Fund and its prior, present, or potential Shareholders, except
when, after prior notification to and approval in writing by the Fund, which
approval shall not be unreasonably withheld and may not be withheld where
Provident may be exposed to civil or criminal contempt proceedings for failure
to comply, Provident is requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.

19. Right to Receive Advice.

(a) Advice of Fund. If Provident shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from
the Fund directions or advice, including Oral or Written Instructions where
appropriate.

(b) Advice of Counsel. If Provident shall be in doubt as to
any question of law involved in any action to be taken or omitted by Provident,
it may request advice at its own cost from counsel of its own choosing (who may
be counsel for the Adviser, the Fund or Provident, at the option of Provident).

(c) Conflicting Advice. In case of conflict between
directions, advice or Oral or Written Instructions received by Provident
pursuant to subparagraph (a) of this paragraph and advice received by Provident
pursuant to subparagraph (b) of this paragraph, Provident shall be entitled to
rely on and follow the advice received pursuant to the latter provision alone.

(d) Protection of Provident. Provident shall be protected in
any action or inaction which it takes in reliance on any directions, advice or
Oral or Written Instructions received pursuant to subparagraphs (a) or (b) of
this paragraph which Provident, after receipt of any such directions, advice or
Oral or Written Instructions, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be.
However, nothing in this paragraph shall be construed as

12
<PAGE> 13
imposing upon Provident any obligation (i) to seek directions, advice or Oral
or Written Instructions, or (ii) to act in accordance with such directions,
advice or Oral or Written Instructions when received, unless, under the terms
of another provision of this Agreement, the same is a condition to Provident's
properly taking or omitting to take such action. Nothing in this subsection
shall excuse Provident when an action or omission on the part of Provident
constitutes willful misfeasance, bad faith, negligence or reckless disregard by
Provident of any duties or obligations under this Agreement.

20. Compliance with Governmental Rules and Regulations.
Provident assumes no responsibility for ensuring that the Fund complies with
applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the CEA,
and any other laws, rules and regulations, except to the extent such laws,
rules and regulations are consistent with Provident's obligations hereunder.

21. Compensation. As compensation for the services rendered
by Provident during the term of this Agreement, the Fund will pay to Provident
monthly fees that shall be agreed upon from time to time in writing by
Provident and the Fund.

22. Indemnification. The Fund, as sole owner of the Property,
agrees to indemnify and hold harmless Provident and its nominees from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the 1934 Act, the
1940 Act, the CEA, and any state and foreign securities and blue sky laws, all
as or to be amended from time to time) and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action or thing which Provident takes or does or omits to take or do
upon Oral or Written Instructions, provided, that neither Provident nor any of
its nominees shall be indemnified against any liability to the Fund or to its
Shareholders (or any expenses incident to such liability) arising out of
Provident's or such nominee's own willful misfeasance, bad faith or negligence
in respect of its duties or responsibilities hereunder. In the event of any
advance of cash for any purpose made by Provident resulting from Oral or
Written Instructions of the Fund, or in the event that Provident or its nominee
shall incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Agreement, except such
as may arise from its or its nominee's own negligent action, negligent failure
to act or willful misconduct, any Property at any time held for the account of
the Fund shall be security therefor.

23. Responsibility of Provident. Provident shall be under no
duty to take any action on behalf of the Fund except as specifically set forth
herein or as may be specifically agreed to by Provident in writing. In the
performance of its duties hereunder, Provident shall be obligated to exercise
care and

13
<PAGE> 14
diligence and to act in good faith and to use its best efforts within
reasonable limits to ensure the accuracy and completeness of all services
performed under this Agreement. Provident shall be responsible for its own
failure to perform its duties under this Agreement, but to the extent that
duties, obligations and responsibilities are not expressly set forth in this
Agreement, Provident shall not be liable for any act or omission which does not
constitute willful misfeasance, bad faith or negligence on the part of
Provident. Without limiting the generality of the foregoing or of any other
provision of this Agreement, Provident in connection with its duties under this
Agreement shall not be under any duty or obligation to inquire into and shall
not be liable for or in respect of (a) the invalidity, illegality or
impropriety of (i) any Oral or Written Instruction, notice or other instrument;
(ii) the issuance of any securities included or to be included in the Property,
the purchase of such securities, or the consideration paid therefor; (iii) the
sale (or exchange) of any Property or the consideration for which such Property
is sold (or exchanged); provided, in any case, that Provident is acting in
accordance with the terms and conditions of this Agreement; or (b) delays or
errors or loss of data occurring by reason of circumstances beyond Provident's
control, including acts of civil or military authority, national emergencies,
labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of
God, insurrection, war, riots or failure of the mails, transportation,
communication or power supply, nor shall Provident be under any duty or
obligation to ascertain whether any Property at any time delivered to or held
by Provident may properly be held by or for the Fund. Provident shall not be
liable for consequential damages arising out of its obligations under this
Agreement unless arising out of the Transfer Agent's willful misfeasance, bad
faith or negligence in respect of its duties or responsibilities hereunder.

24. Collections. All collections of monies or other property
in respect of, or which are to become part of, the Property (but not the
safekeeping thereof upon receipt by Provident) shall be at the sole risk of the
Fund. In any case in which Provident does not receive any payment due the Fund
within a reasonable time after Provident has made proper demands for the same,
it shall so notify the Fund in writing, and provide copies of all demand
letters and memoranda of telephonic demands, any written responses thereto and
memoranda of all oral responses thereto, and await instructions from the Fund.
Provident shall not be obliged to take legal action for collection unless and
until reasonably indemnified to its satisfaction. Provident shall also notify
the Fund as soon as reasonably practicable whenever income due on securities is
not collected in due course.

25. Duration and Termination. This Agreement shall continue
until termination by the Fund or by Provident on sixty (60) days' prior written
notice. Upon any termination of this Agreement, pending appointment of a
successor to Provident or vote

14
<PAGE> 15
of the Shareholders of the Fund to dissolve or to function without a custodian
of its cash, securities or other property, Provident shall not deliver cash,
securities or other property of the fund to the Fund, but may deliver them to a
bank or trust company of its own selection, having an aggregate capital,
surplus and undivided profits, as shown by its last published report, of not
less than one hundred million dollars ($100,000,000) as a custodian for the
Fund to be held under terms similar to those of this Agreement, provided,
however, that Provident shall not be required to make any such delivery or
payment until full payment shall have been made by the Fund of all liabilities
constituting a charge on or against the properties of the Fund then held by
Provident or on or against Provident and until full payment shall have been
made to Provident of all of its fees, compensation, costs and expenses.

26. Notices. All notices and other communications (other than
Oral Instructions), including Written Instructions (collectively referred to as
"Notice" or "Notices" in this paragraph), hereunder shall be in writing by
registered mail (return receipt requested), confirming telegram, cable, telex
or facsimile sending device, and shall be deemed to have been given when
received. Notices shall be addressed (a) if to Provident at Provident's
address, 17th and Chestnut Streets, Philadelphia, Pennsylvania 19103, marked
for the attention of the Custodian Services Department (or its successor); (b)
if to the Fund, at the Fund's address, 330 Commerce Street, Nashville,
Tennessee 37201; or (c) if to neither of the foregoing, at such address as
shall have been notified to the sender of any such Notice or other
communication. All postage, cable, telegram, telex and facsimile sending
device charges arising from the sending of a Notice hereunder shall be paid by
the sender.

27. Further Actions. Each party agrees to perform such
further acts and execute such further documents as are necessary to effectuate
the purposes hereof.

28. Amendments. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party against
which enforcement of such change or waiver is sought.

29. Delegation. On one hundred eighty (180) days' prior
written notice to the Fund, Provident may assign its rights and delegate its
duties hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp., provided that (i) the delegate agrees
with Provident to comply with all relevant provisions of the 1940 Act; and (ii)
Provident and such delegate shall promptly provide such information as the Fund
may request, and respond to such questions as the Fund may ask, relative to the
delegation, including (without limitation) the capabilities of the delegate.

15
<PAGE> 16
30. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

31. Miscellaneous. This Agreement and the related fee letter
embody the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings relating to the subject
matter hereof, provided that the parties hereto may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement shall be
deemed to be a contract made in Pennsylvania and governed by Pennsylvania law.
If any provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their officers designated below on the day and year first
above written.

[SEAL] THE BRADFORD FUNDS, INC.

Attest: /s/ R.R. Harness By: /s/ Allan L. Erb
---------------------------- -----------------------------

[SEAL] PROVIDENT NATIONAL BANK

Attest: /s/ Lisa Jacobson-Katz, Esq. By: /s/ Robert J. Perlsweig
---------------------------- ----------------------------

16
<PAGE> 17
INDEX

<TABLE>
<CAPTION>
Paragraph Page
- --------- ----
<S> <C> <C>
1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Delivery and Registration of the Property . . . . . . . . . . . . . . . . . . . . 4
5. Receipt and Disbursement of Money . . . . . . . . . . . . . . . . . . . . . . . . 4
6. Receipt of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Use of Book-Entry System . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
8. Instructions Consistent with Charter, etc. . . . . . . . . . . . . . . . . . . . 6
9. Transactions Not Requiring Instructions . . . . . . . . . . . . . . . . . . . . . 7
10. Transactions Requiring Instructions . . . . . . . . . . . . . . . . . . . . . . . 8
11. Additional Segregated Accounts . . . . . . . . . . . . . . . . . . . . . . . . . 9
12. Dividends and Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
13. Purchase of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14. Sales of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
15. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
16. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17. Cooperation with Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
19. Right to Receive Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
20. Compliance with Governmental Rules and Regulations . . . . . . . . . . . . . . . 13
21. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
22. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
23. Responsibility of Provident . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
24. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
25. Duration and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
26. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
27. Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
28. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
29. Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
30. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
31. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

</TABLE>
<PAGE> 18
APPENDIX A

Oral Instructions:

Allan L. Erb /s/ Allan L. Erb
-------------------------------

Michael Shea /s/ Michael Shea
-------------------------------

R. Patrick Shepherd /s/ R. Patrick Shepherd
-------------------------------

Judy K. Abroms /s/ Judy K. Abroms
-------------------------------

or Randall R. Harness /s/ Randall R. Harness
-------------------------------
</TABLE>

Written Instructions:

Same as Oral Instructions, except that in connection with the
issuance of checks or other drafts in payment of operating expenses, the
signatures of any two of the following persons are required: Allan L. Erb,
Judy K. Abroms and Randall R. Harness.

<PAGE> 1
EXHIBIT (8.1)

January 13, 1994

The Bradford Funds, Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809

Re: Custodian Fees

Gentlemen:

This letter constitutes our agreement with respect to compensation to
be paid to PNCBank, N.A. ("PNC") under the terms of a Custodian Agreement dated
January 13, 1989 between you (the "Fund") and PNC. Pursuant to Paragraph 21 of
that Agreement, and in consideration of the services to be provided to you, you
will pay PNC an annual account fee to be calculated daily and paid monthly.
You will also reimburse PNC for its out-of-pocket expenses incurred on behalf
of the Fund, including, but not limited to: postage, telephone, telex, Federal
Express and outside pricing service charges.

The annual custody fee of:

$.15 for each $1,000 of the first $100 million
$.12 for each $1,000 of the next $200 million
$.10 for each $1,000 of gross assets over $300 million

Transaction Charges:

$10 per electronic settlement
$25 per physical delivery

If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.

Very truly yours,

PNC Bank, N.A.

By: /s/ Robert J. Perlsweig
-----------------------------

Accepted:

THE BRADFORD FUNDS, INC.

By: /s/ Judy Abroms Date: January 13, 1994
-------------------------

<PAGE> 1
EXHIBIT (9)(a)

TRANSFER AGENCY AGREEMENT

THIS AGREEMENT is made as of the 15th day of April, 1991 between THE
BRADFORD FUNDS, INC., a Maryland corporation (the "Fund") and J. C. BRADFORD &
CO., (a Tennessee limited partnership (the "Transfer Agent").

RECITALS:

WHEREAS, the Fund is registered as an open-end, diversified investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and presently offers Shares representing interests in one investment portfolio,
namely The Bradford Money Fund (the "Portfolio"); and

WHEREAS, the Fund desires to retain the Transfer Agent to serve as the
Fund's transfer agent, registrar, and dividend disbursing agent, and the
Transfer Agent is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints the Transfer Agent to
serve as transfer agent, registrar and dividend disbursing agent for the Fund
with respect to the shares of the Fund's Common Stock, $.001 par value
("Shares") representing interests in the Portfolio for the period and on the
terms set forth in this Agreement. The Transfer Agent accepts such appointment
and agrees to furnish the services herein set forth in return for the
compensation as provided in Paragraph 16 of this Agreement. The Fund may
appoint the Transfer Agent to furnish such services to additional portfolios,
effective upon approval of the Board of Directors of the Fund and the Transfer
Agent's acceptance of such appointment, either upon the same terms and
conditions herein set forth or upon such other terms and conditions as shall be
agreed upon by the Fund and the Transfer Agent.

2. Delivery of Documents. The Fund has furnished, and in the
case of subparagraph (1) below will, if applicable, furnish, the Transfer Agent
with copies properly certified or authenticated of each of the following:

(a) Resolutions of the Funds's Board of Directors
authorizing the appointment of the Transfer Agent as transfer agent
and registrar and dividend disbursing agent for the Fund and approving
this Agreement;

(b) Appendix A identifying and containing the signatures
of the Fund's officers and other persons authorized to issue Oral
Instructions and to sign Written
<PAGE> 2
Instructions, as hereinafter defined, on behalf of the Fund;

(c) The Fund's Articles of Incorporation filed with the
Department of Assessments and Taxation of the State of Maryland on
October 26, 1988 and all amendments and articles supplementary thereto
(such Articles of Incorporation, as presently in effect and as from
time to time amended and supplemented, is herein called the
"Charter");

(d) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as from time to time amended, are
herein called the "By-Laws");

(e) Copies of all documents relating to any voluntary
investor service plans sponsored by the Fund, including periodic
investment plans such as Individual Retirement Accounts;

(f) The Investment Advisory Agreement between Bradford
Capital Management, Ltd. (the "Adviser") and the Fund dated as of
January 12, 1989 (the "Advisory Agreement");

(g) The Custodian Agreement between Provident National
Bank and the Fund dated as of January 12, 1989 (the "Custodian
Agreement");

(h) The Administration and Accounting Services Agreement
between Provident Financial Processing Corporation, as administrator
(the "Administrator") and the Fund dated as of January 12, 1989 (the
"Administration Agreement");

(i) The Distribution Agreement between the Fund and J. C.
Bradford & Co. dated as of January 12, 1989 (the "Distribution
Agreement");

(j) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the
Securities and Exchange Commission ("SEC") on October 26, 1988;

(k) The Fund's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended (the "1933 Act") (File Nos.
33-25137 and 811-5682) and under the 1940 Act, as filed with the SEC
on October 26, 1988; relating to Shares, and all amendments thereto;

(l) The Fund's prospectus relating to Shares as amended
or supplemented ("Prospectus"); and

-2-
<PAGE> 3
(m) Before the Fund engages in any transactions regulated
by the Commodity Futures Trading Commission ("CFTC"), a copy of either
(i) a filed notice of eligibility to claim the exclusion from the
definition of "commodity pool operator" contained in Section
2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in
Rule 4.5 under the CEA, together with all supplements as are required
by the CFTC, or (ii) a letter which has been granted the Fund by the
CFTC which states that the Fund will not be treated as a "pool" as
defined in Section 4.10(d) of the CFTC's General Regulations, or (iii)
a letter which has been granted the Fund by the CFTC which states that
the CFTC will not take any enforcement action if the Fund does not
register as a "commodity pool operator."

The Fund will furnish the Transfer Agent from time to time with
copies, properly certified or authenticated, of all amendments of or
supplements to the foregoing, if any.

3. Definitions.

(a) "Authorized Person". Any officer of the Fund and any
other person, whether or not any such person is an officer or employee of the
Fund, duly authorized by the Board of Directors of the Fund to give Oral and
Written Instructions on behalf of the fund and listed on the Certificate
annexed hereto as Appendix A or any amendment thereto as may be received by the
Transfer Agent from time to time.

(b) "Oral Instruction". Oral Instructions actually
received by the Transfer Agent from an Authorized Person or from a person
reasonably believed by the Transfer Agent to be an Authorized Person. The Fund
agrees to deliver to the Transfer Agent, at the time and in the manner
specified in Paragraph 4(b) of this Agreement, Written Instructions confirming
Oral Instructions.

(c) "Written Instructions". Written instructions
delivered by hand, mail, tested telegram, cable, telex or facsimile sending
device, and received by the Transfer Agent and signed by an Authorized Person.

4. Instructions Consistent with Charter, etc.

(a) Unless otherwise provided in this Agreement, the
Transfer Agent shall act only upon Oral or Written Instructions. Although the
Transfer Agent may know of the provisions of the Charter and By-Laws of the
Fund, the Transfer Agent may assume that any Oral or Written Instructions
received hereunder are not in any way inconsistent with any provisions of such
Charter or By-Laws or any vote, resolution or proceeding of the Shareholders,
or of the Board of Directors, or of any committee thereof.

-3-
<PAGE> 4
(b) The Transfer Agent shall be entitled to rely upon any
Oral Instructions and any Written Instructions actually received by the
Transfer Agent pursuant to this Agreement. The Fund agrees to forward to the
Transfer Agent Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by the Transfer Agent by the close
of business of the same day that such Oral Instructions are given to the
Transfer Agent. The Fund agrees that the fact that such confirming Written
Instructions are not received by the Transfer Agent shall in no way affect the
validity of the transactions or enforceability of the transactions effected
pursuant to Oral Instructions. The Fund agrees that the Transfer Agent shall
incur no liability to the Fund in acting upon Oral Instructions.

5. Transactions Not Requiring Instructions. In the absence of
contrary Written Instructions, the Transfer Agent is authorized to take the
following actions:

(a) Issuance of Shares. Upon receipt of an order for the
purchase of Shares representing interests in a portfolio subject hereto and
sufficient information to enable the Transfer Agent to establish a Shareholder
account, and after confirmation of receipt or crediting of Federal Funds for
such order from the Fund's custodian, the Transfer Agent shall issue and credit
the account of the investor or other record holder or sub-account holder with
Shares in the manner described in the Prospectus.

(b) Transfer of Shares; Uncertificated Securities.
Where a Shareholder does not hold a certificate representing the number of
Shares in his account and provides the Transfer Agent, through J. C Bradford &
Co., as the fund's distributor, or other broker/dealer, with instructions for
the transfer of such Shares which include a signature guaranteed by a national
bank or registered broker/dealer and/or other appropriate documentation to
permit a transfer, then the Transfer Agent shall register the transfer of such
Shares.

(i) The Fund will supply the Transfer Agent with a
sufficient supply of stock certificates representing Shares of each
portfolio subject hereto, in the form approved from time to time by
the Board of Directors of the Fund, and, from time to time, shall
replenish such supply upon request of the Transfer Agent. Such stock
certificates shall be properly signed, manually or by facsimile
signature, by the duly authorized officers of the Fund, whose names
and positions shall be set forth on Appendix A, and shall bear the
corporate seal or facsimile thereof of the Fund, and notwithstanding
the death, resignation or removal of any officer of the Fund,

-4-
<PAGE> 5
such executed certificates bearing the manual or facsimile signature
of such officer shall remain valid and may be issued to Shareholders
until the Transfer Agent is otherwise directed by Written
Instructions.

(ii) In the case of the loss or destruction of any
certificates representing Shares, no new certificate shall be issued
in lieu thereof, unless there shall first have been furnished an
appropriate bond of indemnity issued by the surety company approved by
the Transfer Agent.

(iii) Upon receipt of signed stock certificates, which
shall be in proper form for transfer, and upon cancellation or
destruction thereof, the Transfer Agent shall countersign, register
and issue new certificates for the same number of Shares and shall
deliver them pursuant to instructions received from the transferor,
the rules and regulations of the SEC, and the law of the State of
Maryland relating to the transfer of shares of common stock.

(iv) Upon receipt of the stock certificates, which shall
be in proper form for transfer, together with the Shareholder's
instructions to hold such stock certificates for safekeeping, the
Transfer Agent shall reduce such Shares to uncertificated status,
while retaining the appropriate registration in the name of the
Shareholder upon the transfer books.

(v) Upon receipt of written instructions from a
Shareholder of uncertificated securities for a certificate in the
number of shares in his account, the Transfer Agent will issue such
stock certificates and deliver them to the Shareholder.

(d) Redemption of Shares. Upon receipt of a redemption
order or other order involving liquidation of Shares from a Shareholder or a
broker on a Shareholder's behalf, the Transfer Agent shall redeem the number of
Shares indicated thereon from the redeeming Shareholder's account and receive
from the Fund's custodian and disburse to the redeeming Shareholder the
redemption proceeds therefor, or arrange for direct payment of redemption
proceeds to such Shareholder by the Fund's custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by and
among the Fund, the Transfer Agent and the Fund's custodian.

6. Authorized Shares. The Fund's authorized capital stock
currently consists of seven hundred fifty million (750,000,000) shares of
Common Stock, par value $.001 per Share. The Transfer Agent shall record
issuances of all Shares and shall notify the

-5-
<PAGE> 6
Fund in case any proposed issuance of Shares by the Fund shall result in an
over-issue as defined by Section 8-104(2) of Article 8 of the Maryland Uniform
Commercial Code. In case any issuance of Shares would result in such an
over-issue, the Transfer Agent shall refuse to issue said Shares and shall not
countersign and issue certificates for such Shares. The Fund agrees to notify
the Transfer Agent promptly of any change in the number of authorized Shares.

7. Dividends and Distributions. The Fund shall furnish the
Transfer Agent with appropriate evidence of action by the Fund's Board of
Directors authorizing the declaration and payment of dividends and
distributions as described in the Prospectus. The Transfer Agent shall, in
accordance with the instructions in proper form from a Shareholder or broker on
a Shareholder's behalf and the provisions of the Fund's Charter and Prospectus,
issue and credit the account of the Shareholder with Shares, or, if the
Shareholder so elects, pay such dividends to the Shareholder in the manner
described in the Prospectus. In lieu of receiving from the Fund's custodian
and paying to Shareholders cash dividends or distributions, the Transfer Agent
may arrange for the direct payment of cash dividends and distributions to
Shareholders by the Fund's custodian, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the Fund,
the Transfer Agent and the Fund's custodian.

8. Communications with Shareholders.

(a) Communications to Shareholders. The Transfer Agent
shall, at the request of the Fund, address and mail communications by the Fund,
on behalf of a portfolio subject hereto, to its Shareholders, including reports
and prospectuses to Shareholders, and proxy material for its meetings of
Shareholders. The Transfer Agent will receive and tabulate the proxy cards for
the meetings of the Fund's Shareholders.

(b) Correspondence. The Transfer Agent will answer such
correspondence from Shareholders, securities brokers and others relating to its
duties hereunder and such other correspondence as may from time to time be
mutually agreed upon between the Transfer Agent and the Fund or required by the
Securities Exchange Act of 1934 and the rules and regulations thereunder (the
"1934 Act").

9. Records. The Transfer Agent shall maintain records of the
accounts for each Shareholder (including subaccounting for each beneficial
owner of Fund Shares which are in the record name of such owner's broker) and
with respect to each portfolio subject hereto showing the following
information:

(a) name, address and United States Tax Identification or
Social Security number;

-6-
<PAGE> 7
(b) number of Shares held in each such portfolio and
number of Shares in each such portfolio for which certificates, if
any, have been issued, including certificate numbers and
denominations;

(c) Historical information regarding the account of each
Shareholder, including dividends and distributions paid and the date
and price for all transactions on a Shareholder's account;

(d) any stop or restraining order placed against a
Shareholder's account;

(e) any correspondence relating to the current
maintenance of a Shareholder's account;

(f) information with respect to withholdings; and

(f) any additional information required in order to
permit the Transfer Agent to perform any calculations contemplated or
required by this Agreement.

The books and records pertaining to the Fund which are in the
possession of the Transfer Agent shall be the property of the Fund. Such books
and records shall be prepared and maintained as required by the 1940 Act, the
1934 Act and other applicable securities laws and rules and regulations. The
Fund, or the Fund's authorized representatives, shall have access to such books
and records at all times during the Transfer Agent's normal business hours.
Upon the reasonable request of the Fund, copies of any such books and records
shall be provided by the Transfer Agent to the Fund or the Fund's authorized
representative at the Fund's expense.

10. Ongoing Functions. The Transfer Agent will perform the
following functions on an ongoing basis:

(a) furnish state-by-state registration reports to the
Fund and the Administrator with respect to each portfolio subject
hereto;

(b) calculate Account Executive load or compensation
payments with respect to each portfolio subject hereto and provide
such information to the Fund;

(d) mail duplicate confirmations to dealers of their
clients' activity, whether executed through the dealer or directly
with the Transfer Agent;

-7-
<PAGE> 8
(e) provide information for underwriter or broker
confirmations and other participating Dealer Shareholder accounting,
in accordance with such procedures as may be agreed upon between the
Fund and the Transfer Agent;

(f) provide Shareholder lists and statistical information
concerning accounts, with respect to each portfolio subject hereto, to
the Fund; and

(g) provide timely notification of Fund activity and such
other information as may be agreed upon from time to time between the
Transfer Agent and the Fund or required by the 1934 Act, to the Fund
or the custodian.

11. Cooperation with Accountants. The Transfer Agent shall
cooperate with the fund's independent public accountants and shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that necessary information is made available to such accountants for the
expression of their opinion as such may be required by the Fund from time to
time.

12. Confidentiality. The Transfer Agent agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Fund and its prior, present or potential
Shareholders, except when, after prior notification to and approval in writing
by the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Transfer Agent may be exposed to civil or criminal contempt
proceedings for failure to comply, requested to divulge such information by
duly constituted authorities, or when so requested by the Fund. The Transfer
Agent agrees that it will promptly notify the Fund in the event of any material
change in its status as a registered transfer agent. Should the Transfer
Agent fail to be registered with the SEC as a transfer agent at any time during
this Agreement, the Fund may, on written notice to the Transfer Agent,
immediately terminate this Agreement.

13. Equipment Failures. In the event of equipment failures beyond
the Transfer Agent's control, the Transfer Agent shall, at no additional
expense to the Fund, take reasonable steps to minimize service interruptions
but shall have no liability with respect thereto. The foregoing obligation
shall not extend to computer terminals located outside of premises maintained
by the Transfer Agent. The Transfer Agent shall enter into and shall maintain
in effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available.

-8-
<PAGE> 9
14. Right to Receive Advice.

(a) Advice of Fund. If the Transfer Agent shall be in
doubt as to any action to be taken or omitted by it, it may request, and shall
receive, from the Fund directions or advice, including Oral or Written
Instructions where appropriate.

(b) Advice of Counsel. If the Transfer Agent shall be in
doubt as to any question of law involved in any action to be taken or omitted
by the Transfer Agent, it may request advice at its own cost from counsel of
its own choosing (who may be counsel for the adviser, the Fund or the Transfer
Agent at the option of the Transfer Agent).

(c) Conflicting Advice. In the case of conflict between
directions, advice or Oral or Written Instructions received by the transfer
Agent pursuant to subparagraph (a) of this Paragraph and advice received by the
Transfer Agent pursuant to subparagraph (b) of this Paragraph, the Transfer
Agent shall be entitled to rely on and follow the advice received pursuant to
the latter provision alone.

(d) Protection of the Transfer Agent. The Transfer Agent
shall be protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instruction received pursuant to
subparagraphs (a) or (b) of this Paragraph which the Transfer Agent, after
receipt of any such directions, advice or Oral or Written instructions, in good
faith believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this Paragraph shall be
construed as imposing upon the transfer Agent any obligation (i) to seek such
directions, advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written Instructions when
received, unless, under the terms of another provision of this Agreement, the
same is condition to the Transfer Agent's properly taking or omitting to take
such action. Nothing in this subparagraph shall excuse the Transfer Agent when
an action or omission on the part of the Transfer Agent constitutes willful
misfeasance, bad faith or negligence by the Transfer Agent with respect to its
duties and obligations under this Agreement.

15. Compliance with Governmental Rules and Regulations. The
Transfer Agent assumes no responsibility for insuring that the Fund complies
with all applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act,
the CEA, and any laws, rules and regulations of governmental authorities having
jurisdiction, provided, however, that the Transfer Agent remains solely
responsible for its compliance with the 1934 Act with respect to its activities
as a registered transfer agent thereunder.

-9-
<PAGE> 10
16. Compensation. As compensation for the services rendered by
the Transfer Agent during the term of this Agreement, the Fund will pay to the
Transfer Agent fees that shall be agreed to from time to time by the Fund and
the Transfer Agent for each account open at any time during the period for
which payment is being made, plus certain of the Transfer Agent's expenses
relating to such services as shall be agreed to from time to time by the Fund
and the Transfer Agent.

17. Indemnification. The Fund agrees to indemnify and hold
harmless the Transfer Agent and its nominees and sub-contractors from all
taxes, charges, expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act, the 1934 Act, the
1940 Act, the CEA, and any state and foreign securities and blue sky laws, all
as or to be amended from time to time) and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action which the Transfer Agent takes or omits to take (i) at the
request or on the direction of or in reliance on the advice of the Fund or (ii)
upon Oral or Written Instructions, provided that neither the Transfer Agent nor
any of its nominees or subcontractors shall be indemnified against any
liability (or any expenses incident to such liability) arising out of (a) the
Transfer Agent's or such nominee's or such subcontractor's own willful
misfeasance, bad faith or negligence with respect to the performance of its
duties and obligations specifically described in this Agreement, or (b) the
Transfer Agent's failure to comply with section 17 of the 1934 Act and the
rules and regulations thereunder.

18. Responsibility of the Transfer Agent. The Transfer Agent
shall be under no duty to take any action on behalf of the Fund except as
specifically set forth herein or as may be specifically agreed to by the
Transfer Agent in writing. In the performance of its duties hereunder, the
Transfer Agent shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts within reasonable limits to insure the
accuracy and completeness of all services performed under this Agreement. The
Transfer Agent shall be responsible for its failure to perform its duties under
this Agreement, but to the extent that duties, obligations and responsibilities
are not expressly set forth in this Agreement, the Transfer Agent shall not be
liable for any act or omission which does not constitute willful misfeasance,
bad faith or negligence on the part of the Transfer Agent. Without limiting
the generality of the foregoing or of any other provisions of this Agreement,
the Transfer Agent in connection with its duties under this Agreement shall not
be under any duty or obligation to inquire into and shall be liable for or in
respect of (a) the invalidity or lack of authority of any Oral or Written
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, or (b) delays or errors or loss of data
occurring by reason of circumstances beyond the Transfer

-10-
<PAGE> 11
Agent's control, including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown (except as provided
in Paragraph 13), flood or catastrophe, acts of God, insurrection, war, riots
or failure of the mails, transportation, communication or power supply. The
Transfer Agent shall not be liable for consequential damages arising out of its
obligations under this Agreement unless arising out of the Transfer Agent's
willful misfeasance, bad faith or negligence in respect of its duties or
responsibilities hereunder.

19. Duration and Termination. This Agreement shall continue until
termination by the Fund or by the Transfer Agent on sixty (60) days' written
notice.

20. Registration as a Transfer Agent. The Transfer Agent
represents that it is currently registered with the appropriate Federal agency
for the registration of transfer agents, and that it will remain so registered
for the duration of this Agreement. The Transfer Agent agrees that it will
promptly notify the Fund in the event of any material change in its status as a
registered transfer agent. Should the Transfer Agent fail to be registered
with the SEC as a transfer agent at any time during this Agreement, the Fund
may, on written notice to the Transfer Agent, immediately terminate this
Agreement.

21. Notices. All notices and other communications (other than
Oral Instructions), including Written Instructions (collectively referred to as
"Notice" or "Notices" in this Paragraph), hereunder shall be in writing by
registered mail (return receipt requested), confirming telegram, cable, telex
or facsimile sending device, and shall be deemed to have been given when
received. Notices shall be addressed (a) if to the Transfer Agent, at 330
Commerce Street, Nashville, Tennessee 37201; (b) if to the Fund, at the address
of the Fund; or (c) if to neither of the foregoing, at such address as shall
have been notified to the sender of any such Notice or other communication.
All postage, cable, telegram, telex and facsimile sending device charges
arising from the sending of a Notice hereunder shall be paid by the sender.

22. Further Action. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.

23. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such changes or waiver is sought.

24. Delegation of Duties. On ninety (90) days' prior written
notice to the Fund, the Transfer Agent may assign its rights and delegate its
duties hereunder to any affiliate of J.C. Bradford & Co., provided that (i)
that delegate agrees with the Transfer Agent

-11-
<PAGE> 12
to comply with all relevant provisions of the 1940 Act; and (ii) the Transfer
Agent and such delegate shall promptly provide such information as the Fund may
request, and respond to such question as the Fund may ask, relative to the
delegation, including (without limitation) the capabilities and registration
compliance of the delegate.

25. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

26. Miscellaneous. This Agreement and related fee letter embody
the entire agreement and understanding between the parties hereto, and
supersede all prior agreements and understandings relating to the subject
matter hereof, provided that the parties hereto may embody in one or more
separate documents their agreement, if any, with respect to Oral Instructions.
The captions in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect. This Agreement shall be deemed to be a
contract made in Delaware and governed by Delaware law. If any provision of
this Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding and shall inure to the benefit of the parties
hereto and their respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.

THE BRADFORD FUNDS, INC.

Attest: /s/ Andrew H. Shaw By: /s/ Allan L. Erb
---------------------- ---------------------------

J. C. BRADFORD & CO.

Attest: /s/ R.R. Harness By: /s/ C. Taxon Malott
---------------------- ---------------------------

-12-
<PAGE> 13
APPENDIX A

Oral Instructions:

<TABLE>
<CAPTION>
Name Signature
---- ---------
<S> <C> <C>

Allan L. Erb /s/ Allan L. Erb
-------------------------------

Michael Shea /s/ Michael Shea
-------------------------------

R. Patrick Shepherd /s/ R. Patrick Shepherd
-------------------------------

Judy K. Abroms /s/ Judy K. Abroms
-------------------------------

or Randall R. Harness /s/ Randall R. Harness
-------------------------------
</TABLE>

Written Instructions:

-13-

<PAGE> 1
EXHIBIT (9)(a)-1

February 1, 1993

The Bradford Funds, Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809

Re: Transfer Agency Services

Gentlemen:

This letter constitutes our agreement with respect to compensation to
be paid to J.C. Bradford & Co. ("JCB") under the terms of a Transfer Agency
Agreement between you (the "Fund") and JCB dated April 15, 1991. Pursuant to
Paragraph 16 of that Agreement, and in consideration of the services to be
provided to you, effective as of February 1, 1993, you will pay JCB the
following:

You will pay $11.50 per active account per year. There will
be no charge for inactive accounts (an account having zero
balance at month-end).

The Transfer Agency fees shall be calculated and paid monthly, on the
basis of each account greater than zero balance at month-end. The check
writing fee is $.25 per check. Cancelled checks will not be returned.

Shareholders with check writing privileges will be charged $7.50 for
each stop payment, $10.00 per return of check for non-sufficient funds and
$2.00 per check copy.

In addition to the foregoing, you will reimburse JCB for its payment
of the following expenses: toll free telephone lines (if required by you),
envelopes, checks, postage, hardware and telephone lines for remote terminals
(if required by you), certificate issuance fees, microfiche and microfilm, and
proxy solicitation expense (if required by you).
<PAGE> 2
If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.

Very truly yours,

J. C. BRADFORD & CO.

By: /s/ C. Taxon Malott
-----------------------------

Accepted:

THE BRADFORD FUNDS, INC.

By: /s/ Allan L. Erb Date: February 1, 1993
--------------------------

<PAGE> 1
EXHIBIT (9)(b)

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT

THIS AGREEMENT is made as of the 13th day of January, 1989 by and
between THE BRADFORD FUNDS, INC., a Maryland corporation (the "Fund"), and
PROVIDENT FINANCIAL PROCESSING CORPORATION ("PFPC"), a Delaware corporation
which is an indirect wholly-owned subsidiary of PNC Financial Corp.

WITNESSETH:

WHEREAS, the Fund is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), and presently offers shares representing interests in one
investment portfolio, namely The Bradford Money Fund (the "Portfolio"); and

WHEREAS, the Fund wishes to retain PFPC to provide certain
administration and accounting services, and PFPC is willing to furnish such
services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Fund hereby appoints PFPC to provide certain
administration and accounting services to the Portfolio, and PFPC accepts such
appointment and agrees to furnish such services, all in accordance with the
terms and conditions of this Agreement. The Fund may appoint PFPC to furnish
such services to additional portfolios, effective upon approval of the Board of
Directors of the Fund and PFPC's acceptance of such appointment, either upon
the same terms and conditions herein set forth or upon such other terms and
conditions as shall be agreed upon by the Fund and PFPC.

2. Delivery of Documents. The Fund has furnished PFPC with
copies properly certified or authenticated of each of the following:

(a) Resolutions of the Fund's Board of Directors
authorizing the appointment of PFPC to provide certain administration
and accounting services to the Portfolio, approving this Agreement,
and designating certain persons to give instructions on behalf of the
Fund to PFPC ("Authorized Persons") and authorizing PFPC to rely upon
written instructions over their signatures;

(b) The Fund's Articles of Incorporation filed with the
Maryland Department of Assessments and Taxation on October 26, 1988
and all amendments and articles supplementary thereto (such Articles
Incorporation, as presently in effect and as from time to time amended
and supplemented, is herein called the "Charter");
<PAGE> 2
(c) The Fund's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as from time to time amended, are
herein called "By-Laws");

(d) The Investment Advisory Agreement between Bradford
Capital Management, Ltd. (the "Advisor") and the Fund dated as of
January 12, 1989 (the "Advisory Agreement");

(e) The Distribution Agreement between J.C. Bradford &
Co. and the Fund dated as of January 12, 1989 (the "Distribution
Agreement");

(f) The Custodian Agreement between Provident National
Bank ("Provident") and the Fund dated as of January 13, 1989 (the
"Custodian Agreement");

(g) The Transfer Agency Agreement between Provident
Financial Processing Corporation and the Fund dated as of January 13,
1989 (the "Transfer Agency Agreement");

(h) The Fund's Notification of Registration filed
pursuant to Section 8(a) of the 1940 Act on Form N-8A with the
Securities and Exchange Commission ("SEC") on October 26, 1988;

(i) The Fund's Registration Statement on Form N-1A under
the Securities Act of 1933 (the "1933 Act") (File Nos. 33-25137 and
811-5682) and under the 1940 Act, as filed with the SEC on October 26,
1988, relating to Shares of the Fund's capital stock, $.001 par value
("Shares"), and all amendments thereto;

(j) The Fund's prospectus relating to Shares as amended
or supplemented ("Prospectus") and;

(k) Before the Fund engages in any transactions regulated
by the Commodity Futures Trading Commission ("CFTC"), a copy of either
(i) a filed notice of eligibility to claim the exclusion from the
definition of "commodity pool operator" contained in Section
2(a)(1)(A) of the Commodity Exchange Act ("CEA") that is provided in
Rule 4.5 under the CEA, together with all supplements as are required
by the CFTC, or (ii) a letter which has been granted the Fund by the
CFTC which states that the Fund will not be treated as a "pool" as
defined in Section 4.10(d) of the CFTC's General Regulations, or (iii)
a letter which has been granted the Fund by the CFTC which states that
the CFTC will not take any enforcement action if the Fund does not
register as a "commodity pool operator."

2
<PAGE> 3
The Fund will furnish PFPC from time to time with copies, properly
certified or authenticated, of all amendments of or supplements to the
foregoing, if any.

3. Services on a Continuing Basis.

PFPC will perform the accounting and bookkeeping functions for the
Portfolio required of a duly registered investment company in compliance with
applicable provisions of federal, state and local laws, rules and regulations,
including, but not limited to the following:

(a) Accounting Functions.

(1) Journalize the Portfolio's daily investment, capital
share and income and expense activities;

(2) Verify investment buy/sell trade tickets when
received from the Advisor and transmit trades to the Portfolio's
custodian for proper settlement;

(3) Maintain individual ledgers for investment
securities;

(4) Maintain historical tax lots for each security;

(5) Reconcile cash and investment balances of the Fund
and the Portfolio with the custodian, and provide the Advisor with the
beginning daily cash balance available for investment purposes;

(6) Update the cash availability throughout the day as
required by the Advisor;

(7) Post to and prepare the Statement of Assets and
Liabilities and the Statement of Operations for the Portfolio;

(8) Calculate various contractual expenses (e.g.,
advisory and custody fees);

(9) Calculate daily expense accruals based upon
pre-authorized budgets developed by Fund management and PFPC and
notify Fund management of any proposed adjustments;

(10) Control all disbursements from the Portfolio and
authorize such disbursements upon instructions of an Authorized
Person;

(11) Calculate capital gains and losses;

(12) Calculate the net income for the Fund and the
Portfolio;

3
<PAGE> 4
(13) Calculate the amount of dividend distribution for the
Portfolio;

(14) Unless otherwise requested by the Fund, maintain an
internal security price matrix comprised of daily security price
quotations obtained from sources which PFPC reasonably believes to be
reliable, or, if requested by the Fund, obtain daily security price
quotations from specified sources or services, provided that the Fund
bears the expense of obtaining quotations from such sources or
services;

(15) Calculate the market value of the Portfolio's
investments with security prices obtained from PFPC's internal
security price matrix or other sources or services approved by the
Fund;

(16) Transmit a copy of the Portfolio valuation to the
Advisor;

(17) Compute the daily net asset value of the Portfolio;
and

(18) Compute the Portfolio yield, total return, expense
ratios, portfolio turnover rate, and portfolio average dollar-weighted
maturity.

(b) Recordkeeping and Regulatory Functions.

(1) Prepare monthly financial statements for the
Portfolio which will include the following items:

Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses;

(2) Prepare quarterly broker security transactions
summaries;

(3) Prepare monthly security transaction listings;

(4) Supply various Portfolio statistical data as
requested on an ongoing basis;

(5) Prepare for execution and file the Fund's and the
Portfolio's Federal, state and Federal excise tax returns;

(6) Prepare and file the Portfolio's Semi-Annual Reports
with the SEC on Form N-SAR;

4
<PAGE> 5
(7) Prepare and file with the Securities and Exchange
Commission the Portfolio's annual, semi-annual, and quarterly
Shareholder reports;

(8) Assist with the preparation of registration
statements on Form N-1A and other filings relating to the registration
of Shares;

(9) Monitor the Fund's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code of 1986, as
amended;

(10) Maintain the Fund's fidelity bond as required by the
1940 Act and, upon instructions of an Authorized Person, obtain a
directors and officers liability policy;

(11) Determine the amount of annual ordinary income and
capital gain distributions to Shareholders which is necessary to avoid
Federal excise tax;

(12) Prepare and file Form 24f-2 notices required to be
filed with the SEC;

(13) After the initial registration of the Shares:

(i) make all of the filings and take all
appropriate actions necessary to maintain and renew state
registration of the Shares;

(ii) monitor the Fund's compliance with the
amounts and the conditions of each state's registration of the
Shares.

(14) Keep the following records with respect to the Fund
and the Portfolio:

(i) all books and records with respect to the
books of account; and

(ii) records of securities transactions.

(c) PFPC specifically assumes no responsibility under
this Agreement for investment advice or the investment or reinvestment
of the Fund's assets.

4. Books and Records. The books and records pertaining to the
Fund which are in the possession of PFPC shall be the property of the Fund.
Such books and records shall be prepared and maintained as required by the 1940
Act and other applicable securities laws and rules and regulations. The Fund,
or the Fund's authorized representatives, shall have access to such books and
records at all times during PFPC's normal business hours. Upon the

5
<PAGE> 6
reasonable request of the Fund, copies of any such books and records shall be
provided by PFPC to the Fund or the Fund's authorized representative at the
Fund's expense.

5. Liaison with Accountants. PFPC shall act as liaison with the
Fund's independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit related schedules. PFPC shall take all
reasonable action in the performance of its obligations under this Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion, as such may be required by the Fund from time
to time.

6. Confidentiality. PFPC agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its prior, present or potential Shareholders and relative to the
Advisor and its prior, present or potential customers, except when, after prior
notification to and approval in writing by the Fund, which approval shall not
be unreasonably withheld and may not be withheld where PFPC may be exposed to
civil or criminal contempt proceedings for failure to comply, PFPC is requested
to divulge such information by duly constituted authorities, or when so
requested by the Fund.

7. Equipment Failures. In the event of a failure in PFPC's
electronic data processing equipment for reasons beyond PFPC's reasonable
ability to prevent or control, PFPC shall, at no additional expense to the
Fund, take reasonable steps to minimize service interruptions but shall have no
liability with respect thereto. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment sufficient
to satisfy PFPC's processing requirements under this Agreement, and generally
available for use by PFPC.

8. Right to Receive Advice.

(a) Advice of Fund. If PFPC shall be in doubt as to any
action to be taken or omitted by it, it may request, and shall receive, from an
Authorized Person of the Fund, directions or advice. Subject to subparagraph
(d) below, PFPC shall be entitled to act or withhold action in reliance on
directions or advice received from an Authorized Person of the Fund (whether or
not given pursuant to a request made under the preceding sentence) which in
each case shall be, or shall be confirmed, in writing.

(b) Advice of Counsel. If PFPC shall be in doubt as to
any question of law involved in any action to be taken or omitted by PFPC, it
may request advice at its own cost from counsel of its own choosing (who may be
counsel for the Fund or PFPC, at the option of PFPC).

6
<PAGE> 7
(c) Conflicting Advice. In case of conflict between
directions or advice received by PFPC pursuant to subparagraph (a) of this
paragraph and advice received by PFPC pursuant to subparagraph (b) of this
Paragraph, PFPC shall be entitled to rely on and follow the advice received
pursuant to the latter provision alone.

(d) PFPC shall not be liable in respect of losses or
expenses arising out of any action or inaction which it takes in reliance on
any directions or advice received pursuant to subparagraphs (a) or (b) of this
paragraph which action or inaction PFPC in good faith believes to be consistent
with such directions or advice. Nothing in this subsection shall excuse PFPC
when an action or omission on the part of PFPC constitutes willful misfeasance,
bad faith, negligence or reckless disregard by PFPC of its obligations under
this Agreement.

9. Compliance with Governmental Rules and Regulations. PFPC
assumes no responsibility for ensuring that the Fund complies with applicable
requirements of the 1933 Act, the 1934 Act, the 1940 Act, the Commodities
Exchange Act, and any other laws, rules and regulations, provided, however,
that PFPC shall have such responsibility to the extent such laws, rules and
regulations govern or are consistent with PFPC's obligations or activities
hereunder.

10. Compensation. As compensation for the services rendered by
PFPC during the term of this Agreement, the Fund will pay to PFPC an annual fee
calculated daily and payable monthly, as may be agreed to in writing from time
to time by the Fund and PFPC.

11. Indemnification. The Fund agrees to indemnify and hold
harmless PFPC and its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, liabilities arising
under the 1933 Act, the 1934 Act, the 1940 Act, the CEA, and any state and
foreign securities and blue sky laws, all as to be amended from time to time)
and expenses, including (without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which PFPC takes or
does or omits to take or do upon directions or advice rendered in accordance
with Paragraph (8)(a) hereof, provided, that neither PFPC nor any of its
nominees shall be indemnified against any liability to the Fund or to its
Shareholders (or any expenses incident to such liability) arising out of PFPC's
or such nominee's own willful misfeasance, bad faith or negligence in respect
of its duties or responsibilities hereunder.

12. Responsibility of PFPC. In the performance of its duties
hereunder, PFPC shall be obligated to exercise care and diligence and to act in
good faith and to use its best efforts to ensure the accuracy and completeness
of all services performed under this Agreement. PFPC, in connection with its
duties under this

7
<PAGE> 8
Agreement, shall not be liable for or in respect of delays or errors or loss of
data occurring by reason of circumstances beyond PFPC's control (subject to
Paragraph 7), including acts of civil or military authority, national
emergencies, labor difficulties, fire, mechanical breakdown, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply. PFPC shall not be liable for
consequential damages arising out of its obligations under this Agreement
unless arising out of PFPC's willful misfeasance, bad faith or negligence in
respect of its duties or responsibilities hereunder.

13. Duration and Termination. This Agreement shall continue until
termination by the Fund or PFPC on one- hundred twenty (120) days' prior
written notice.

14. Notices. All notices and other communications (collectively
referred to as "Notice" or "Notices" in this Paragraph), hereunder shall be in
writing by registered mail (return receipt requested), confirming telegram,
cable, telex or facsimile sending device, and shall be deemed to have been
given when received. Notices shall be addressed (a) if to PFPC at PFPC's
address, Bedford Building, 3531 Silverside Road, Wilmington, Delaware 19810;
(b) if to the Fund, at the Fund's address, 330 Commerce Street, Nashville,
Tennessee 37201; or (c) if to neither of the foregoing, at such address as
shall have been notified to the sender of any such Notice or other
communication. All postage, cable, telegram, telex and facsimile sending
device charges arising from the sending of a Notice hereunder shall be paid by
the sender.

15. Further Actions. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof.

16. Amendments. This Agreement or any part hereof may be changed
or waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.

17. Delegation. On one hundred eight (180) days' prior written
notice to the Fund, PFPC may assign its rights and delegate its duties
hereunder to any wholly-owned direct or indirect subsidiary of Provident
National Bank or PNC Financial Corp., provided that (i) the delegate agrees
with PFPC to comply with all relevant provisions of the 1940 Act; and (ii) PFPC
and such delegate shall promptly provide such information as the Fund may
request, and respond to such questions as the Fund may ask, relative to the
delegation, including (without limitation) the capabilities of the delegate.

18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

8
<PAGE> 9
19. Miscellaneous. This Agreement and the related fee letter
embody the entire agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to the subject
matter hereof, provided that the parties hereto may embody in one or more
separate documents their agreement, if any, with respect to delegated and/or
Oral Instructions. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement shall be
deemed to be a contract made in Delaware and governed by Delaware law. If any
provision of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be binding and shall inure to the
benefit to the parties hereto and their respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below on the day and year first above
written.

[SEAL] THE BRADFORD FUNDS, INC.

Attest: /s/ R.R. Harness By: /s/ Allan L. Erb
---------------------------- ---------------------------

[SEAL] PROVIDENT FINANCIAL
PROCESSING CORPORATION

Attest: /s/ Lisa Jacobson-Katz, Esq. By: /s/ Stephen M. Wynne
---------------------------- ---------------------------

9
<PAGE> 10
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PARAGRAPH DESCRIPTION PAGE
- --------- ----------- ----
<S> <C> <C>
1. Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Delivery of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Services on a Continuing Basis . . . . . . . . . . . . . . . . . . . . . . . 3
4. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Liaison with Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. Equipment Failures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Right to Receive Advice . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. Compliance with Governmental Rules and Regulations . . . . . . . . . . . . . 7
10. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. Responsibility of PFPC . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
13. Duration and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
15. Further Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
16. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
17. Delegation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
18. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
19. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

</TABLE>

<PAGE> 1

EXHIBIT (9)(b)-1

The Bradford Funds, Inc.

July 19, 1989

Provident Financial Processing Corporation
Bedford Building
3531 Silverside Road
Wilmington, DE 19810

Attention: Vincent Ciavardini

Ladies and Gentlemen:

We refer to the Administration and Accounting Services Agreement dated
as of January 12, 1989, between you and the undersigned (the "Agreement").
This will confirm that, pursuant to Section 3 of the Agreement, you will assume
the additional function of receiving and, if appropriate after consultation
with the undersigned, responding to written or telephonic inquiries of
shareholders made to the place of business of the undersigned at The Bradford
Money Fund, Bedford Building, Suite 200, 3531 Silverside Road, Wilmington,
Delaware 19810. All costs associated with the maintenance of such place of
business shall be borne by the undersigned.

It is further confirmed that either you or the undersigned may elect
to terminate the assumption by you of such additional function upon 10 days'
written notice.

For purposes of Section 14 of the Agreement, the address of the
undersigned shall be The Bradford Money Fund, Bedford Building, Suite 200, 3531
Silverside Road, Wilmington, Delaware 19810.

Very truly yours,

THE BRADFORD FUNDS, INC.
THE BRADFORD MONEY FUND

By: /s/ Judy K. Abroms
---------------------------

Confirmed:

PROVIDENT FINANCIAL PROCESSING
CORPORATION

By: /s/ Stephen M. Wynne
-------------------------------

<PAGE> 1
EXHIBIT (9)(b)-2

January 13, 1994

The Bradford Funds, Inc.
400 Bellevue Parkway
Wilmington, Delaware 19809

Re: Administration and Accounting Services Fees

Gentlemen:

This letter constitutes our agreement with respect to compensation to
be paid to PFPC, Inc. under the terms of an Administration and Accounting
Services Agreement dated January 13, 1989 between you (the "Fund") and PFPC.
Pursuant to Paragraph 10 of that Agreement, and in consideration of the
services to be provided to you, you will pay PFPC an annual accounting fee to
be calculated daily and paid monthly. You will also reimburse PFPC for its
out-of-pocket expenses incurred on behalf of the Fund, including, but not
limited to: Postage, telephone, telex, Federal Express and outside pricing
service charges.

The annual accounting fee for each portfolio in the Fund shall be .10%
of the portfolio's first $200 million in daily net assets, .075% of the next
$200 million in daily net assets, .05% of the next $200 million in daily net
assets, .025% of the next $100 million in daily net assets and .01% of daily
net assets over $700 million. This fee shall be effective as of January 1,
1994.

If the foregoing accurately sets forth our agreement and you intend to
be legally bound thereby, please execute a copy of this letter and return it to
us.

Very truly yours,

PFPC, Inc.

By: /s/ Robert J. Perlsweig
--------------------------------

Accepted:

THE BRADFORD FUNDS, INC.

By: /s/ Judy Abroms Date: January 13, 1994
----------------------------

<PAGE> 1

EXHIBIT (11)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 9 to Registration
Statement No. 33-25137 of The Bradford Funds, Inc., The Bradford Money Fund of
our report dated January 22, 1996, appearing in the Statement of Additional
Information, which is a part of such Registration Statement, and to the
references to us under the headings "Financial Highlights" in the Prospectus
and "Miscellaneous" in the Statement of Additional Information, which are a
part of such Registration Statement.

DELOITTE & TOUCHE LLP

Nashville, Tennessee
April 22, 1996

<PAGE> 1
EXHIBIT(13)

INITIAL CAPITAL AGREEMENT

(The Bradford Money Fund)

AGREEMENT made as of January 12, 1989 between THE BRADFORD
FUNDS, INC. a Maryland corporation (herein called the "Company"), and Bradford
Capital Management, Ltd., a Tennessee limited partnership (herein called the
"Purchaser").

WHEREAS, the Company is registered as an open-end,
diversified, management investment company under the Investment Company Act of
1940 (the "1940 Act") and proposes to offer shares representing interests in
one investment portfolio, namely The Bradford Money Fund (the "Portfolio"); and

WHEREAS, the Purchaser desires to subscribe for and acquire
shares representing an interest in the Portfolio ("Shares") and the Company is
willing to offer and sell such Shares, subject to the terms and conditions set
forth herein.

NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and intending to be legally bound hereby, it is
agreed between the parties hereto as follows:

1. The Purchaser hereby subscribes for 100,000 Shares and
promises to pay to the Company, on behalf of the Portfolio, as
the total consideration for such Shares, the sum of $1.00 per
Share or an aggregate of $100,000, which sum shall be payable
in cash.

2. The Purchaser represents and warrants to the Company that:

(a) the subscription of the Purchaser hereunder is made
and such Shares will be acquired by the Purchaser
solely for investment purposes and with no present
intention to sell, redeem or otherwise dispose of the
same or any part thereof; and

(b) the subscription of the Purchaser hereunder is made
and such Shares will be accepted by the Purchaser
with the understanding that such Shares will not have
been registered under the Securities Act of 1933 or
the securities laws of any state or other
jurisdiction and the Company has no present intention
to register the same under such Act or laws.

2
<PAGE> 2
3. The subscription and the rights, benefits and privileges of
the Purchaser hereunder may not be transferred or assigned,
and the Shares acquired hereby can be disposed of only by
redemption.

4. If the registration statement filed under the Securities Act
of 1933 with respect to the Shares does not become effective
prior to January 31, 1989, the subscription of the Purchaser
hereunder shall become null and void and the full amount paid
in by the Purchaser will be refunded to the undersigned on
demand without any deduction.

IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be executed by their officers designated below as of the day and
year first above written.

THE BRADFORD FUNDS, INC.
a Maryland corporation

Attest: /s/ R.R. Harness By: /s/ Allan L. Erb
---------------------- --------------------------
President

BRADFORD CAPITAL MANAGEMENT,
LTD., a Tennessee limited
partnership

By: J.C.B. FINANCIAL SERVICES,
INC., its General Partner

Attest: /s/ Allan L. Erb By: /s/ R.R. Harness
---------------------- --------------------------
Treasurer

<PAGE> 1
EXHIBIT (14)(a)
J.C. BRADFORD & CO.

Members New York Stock Exchange, Inc. Member S.I.P.C.
IRA ADOPTION AGREEMENT

<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
CHECK ONE CHECK ONE INITIAL CONTRIBUTION
- ------------------------------------------------------------------------------------------------------------------------------------
[ ] New [ ] Transfer [ ] Regular [ ] Spousal IRA [ ] SARSEP Regular IRA $
---------------------------
[ ] Rollover [ ] Simplified Employee Pension Spousal IRA $
---------------------------
Employer's SEP $
---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Name Account Number
----------------------------------------------------- -------------------------------------------------------------
Address City State Zip
-------------------------------- ------------------------------- -------------------------- ------------------------
hereby adopts the J.C. Bradford & co. Self-Directed Individual Retirement Account.

Date of Birth / / Social Security Number
--------------------- -------------------- ---------------- -------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PRIMARY BENEFICIARIES
- ------------------------------------------------------------------------------------------------------------------------------------
NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NO.
- ------------------------------------------------------------------------------------------------------------------------------------

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

- ------------------------------------------------------------------------------------------------------------------------------------
ALTERNATE BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------------------
NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NO.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT: Please be advised that if a QTIP Trust is named as beneficiary of this IRA, then said Trustee has sole responsibility
for the computation and timing of all payouts. The Trustee must provide this information in writing to J.C. Bradford & Co. who
serves as Custodian.
- ------------------------------------------------------------------------------------------------------------------------------------
(COMPLETE THE FOLLOWING SECTION ONLY FOR NON-WORKING SPOUSAL IRA.)
- ------------------------------------------------------------------------------------------------------------------------------------
SPOUSE'S NAME ACCOUNT NUMBER DATE OF BIRTH SOCIAL SECURITY NO.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
SPOUSE'S PRIMARY BENEFICIARY
- ------------------------------------------------------------------------------------------------------------------------------------
NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NO.
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
IMPORTANT - CALIFORNIA RESIDENTS
- ------------------------------------------------------------------------------------------------------------------------------------
If you, as the owner of a Regular or Spousal IRA, are married and designate a person other than your spouse as the primary
beneficiary of more than fifty percent (50%) of your IRA in the event of your death, California law will require, under most
circumstances, your spouse's consent to this designation in order to make this designation effective. Since California law may
limit your ability to modify your beneficiary designation after the execution of a Spousal Consent, and since your decisions
regarding beneficiary designations and spousal consents may have other significant effects on your estate plan, you should consult
your attorney/tax advisor about these issues before asking your spouse to execute a Spousal Consent. If you determine that a Spousal
Consent is appropriate, please have your spouse indicate his/her approval of your beneficiary designation by signing the Spousal
Consent before a notary public. Failure to submit the notarized Spousal Consent may invalidate, in whole or in part, your
designation of a non-spouse as primary beneficiary of more than fifty percent (50%) of your IRA account.
EXECUTION OF SPOUSAL CONSENT
- ----------------------------
WARNING TO PERSON EXECUTING SPOUSAL CONSENT: YOU MAY BE GIVING UP IMPORTANT RIGHTS UNDER CALIFORNIA COMMUNITY PROPERTY LAW
WHEN YOU EXECUTE A SPOUSAL CONSENT. IN ADDITION, CALIFORNIA PROBATE COURT SECTION 5010 ET SEQ. CONTAINS NUMEROUS RULES RELATING TO
SPOUSAL CONSENTS, INCLUDING (BUT NOT LIMITED TO) RULES REGARDING REVOCABILITY OR IRREVOCABILITY OF SPOUSAL CONSENTS AND REGARDING
THE FUTURE MODIFICATION OF A BENEFICIARY DESIGNATION AFTER THE EXECUTION OF A SPOUSAL CONSENT. BEFORE EXECUTING A SPOUSAL CONSENT,
YOU SHOULD CONSULT YOUR ATTORNEY.
- ------------------------------------------------------------------------------------------------------------------------------------
SPOUSAL CONSENT
- ---------------
As the spouse of the IRA owner named above, I do hereby consent to the designation by my spouse of a primary beneficiary
other than myself to receive, upon my spouse's death, all or a portion of the assets in my spouse's IRA account. I understand that
such assets will pass to my spouse's designated beneficiary and not to me. I hereby declare that I have voluntarily executed this
Spousal Consent to the designation of a beneficiary other than myself.

Dated
--------------------------------------------------
State of
-----------------------------------------------
County of
----------------------------------------------

On____________________, 199_____________before me,___________________________________________, a Notary Public, State of
California, personally appeared_____________________________________________, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon
behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.

----------------------------------------------------------------
NOTARY PUBLIC
- ------------------------------------------------------------------------------------------------------------------------------------
COMPLETE ONLY IF ROLLOVER
- ------------------------------------------------------------------------------------------------------------------------------------

I hereby irrevocably designate this contribution of cash in the amount of $_________________________and/or specific
qualified assets having an approximate value of $ _____________________ as an IRA rollover contribution. I am rolling over this
contribution within sixty days of receipt. This rollover contribution is from: [ ] another IRA, [ ] a qualified retirement plan
distribution, [ ] a tax-sheltered annuity distribution.
- ------------------------------------------------------------------------------------------------------------------------------------

My/Our individual contribution does not exceed the lesser of 100% of compensation or $2,000($2,250 if spousal plan) or such limits
as may be prescribed by law.

I/We appoint J.C. Bradford & Co. to serve as custodian in accordance with the terms and conditions of this document and hereby
acknowledge that I/We have received and read the J.C. Bradford & Co. Retirement Accumulator Disclosure Statement/Custodial
Agreement and agree to the conditions of the following fee schedule: $30.00 Annual Maintenance Fee, $50.00 Transfer Fee plus
current year's maintenance fee. We realize these fees are subject to change and that J.C. Bradford & Co. has the right to
liquidate my/our IRA assets or to close out my/our IRA account if these fees are not paid by September 1 of each year.

By and by Date
-------------------------------------- --------------------------------------- -------------------------------
SIGNATURE SPOUSE'S SIGNATURE (IF SPOUSAL)
</TABLE>
<PAGE> 2
THE

J.C. BRADFORD & CO.

MEMBERS NEW YORK STOCK EXCHANGE, INC.

RETIREMENT ACCUMULATOR

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

A
SELF DIRECTED
INDIVIDUAL RETIREMENT ACCOUNT

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

PLEASE READ THIS DISCLOSURE STATEMENT AND RETAIN IN YOUR FILES.

MEMBER S.I.P.C.

<PAGE> 3

Internal Revenue Service Department of the Treasury
<S> <C>
Plan Name: IRA Custodial Account
FFN: 50108720000-001 Case: 9370258 EIN: 62-0136910 Washington, DC 20224
Letter Serial No: D111435d
Person to Contact: Mr. Welty

J C BRADFORD & CO.
Telephone Number: (202) 622-8380
330 COMMERCE STREET
Refer Reply to: E:EP:Q:2
NASHVILLE, TN 37201
Date: 07/02/93

</TABLE>

Dear Applicant:

In our opinion, the amendment to the form of the prototype trust,
custodial account or annuity contract identified above does not
adversely affect its acceptability under section 408 of the Internal
Revenue Code, as amended by the Tax Reform Act of 1986.

Each individual who adopts this approved plan will be considered to have
a retirement savings program that satisfies the requirements of
Code section 408, provided they follow the terms of the program, do not
engage in certain transactions specified in Code section 408(e), and, if
the arrangement is a trust or custodial account, the trustee or
custodian is a bank within the meaning of Code section 408(n) or has
been approved by the Internal Revenue Service pursuant to Code Section
408(a)(2). Please provide a copy of this letter to each person
affected.

The Internal Revenue Service has not evaluated the merits of this
savings program and does not guarantee contributions or investments
made under the savings program. Furthermore, this letter does not
express any opinion as to the applicability of Code section 4975,
regarding prohibited transactions.

Code section 408(i) and related regulations require that the trustee,
custodian or issuer of a contract provide a disclosure statement
to each participant in this program as specified in the regulations.
Publication 59C, Tax Information on Individual Retirement Arrangements,
gives information about the items to be disclosed. The trustee,
custodian or issuer of a contract is also required to provide each
adopting individual with annual reports of savings program transactions.

Your program may have to be amended to include or revise provisions in
order to comply with future changes in the law or regulations.

If you have any questions concerning IRS processing of this case, call
us at the above telephone number. Please refer to the File Folder
Number (FFN) shown in the heading of this letter. Please provide
those adopting this plan with your telephone number, and advise them to
contact your office if they have any questions about the operation of
this plan.

You should keep this letter as a permanent record. Please notify us if
you terminate the form of this plan.

Sincerely

/s/ John Swieta
---------------
John Swieta
Chief, Employee Plans
Qualifications Branch
<PAGE> 4

J.C. BRADFORD & CO.
INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT

The following disclosure statement is provided to you in accordance with the
Internal Revenue Code. It should be reviewed along with the Custodial Account
Adoption Agreement, Custodial Account Agreement and Explanation of Fees. The
information provided below reflects the provisions of the Internal Revenue Code
as are effective January 1, 1993.

(A) RIGHT OF DEPOSITOR TO REVOKE WITHIN SEVEN DAYS

Within seven (7) days after the date Depositor signs the Custodial Account
Adoption Agreement, thereby acknowledging receipt of the Disclosure Statement,
the Depositor shall have the right to revoke the Adoption Agreement. Such
notification of revocation shall be in writing (specifically stating the
Depositor's intention to revoke). Oral revocation is not permitted. The
written notification of revocation shall be mailed or hand delivered to the
Retirement Services Department, J.C. Bradford & Co., 330 Commerce Street,
Nashville, Tennessee 37201 on or before the end of the seven-day period. In
the event the written notification is mailed, it shall be deemed mailed on the
date of the postmark, or if sent by certified or registered mail, it shall be
deemed to be mailed as of the date of certification or registration. If
mailed, the written notice of revocation shall be mailed in the United States
in an envelope, or other appropriate wrapper, and it shall be mailed by first
class mail with the postage prepaid and properly addressed. Notification
mailed or delivered after the seven-day period will be considered null and
void, and will not cause an effective revocation. The phone number of the
Retirement Services Department of J.C. Bradford & Co. is (615) 748-9621. The
Custodian shall execute any investment directions of the Depositor during the
seven (7) day revocation period.

(B) INTERNAL REVENUE CODE REQUIREMENTS WITH RESPECT TO YOUR CUSTODIAL ACCOUNT

The Internal Revenue Code of 1986 (hereinafter referred to as the "Code")
defines an individual retirement account as a trust or custodial account
(hereinafter referred to as the "Account") maintained for the exclusive benefit
of the Depositor or his beneficiaries pursuant to a written instrument, which
contains the following provisions:

(1) Except in the case of rollover contributions (described below),
contributions must be in cash and no contribution will be accepted in
excess of $2,000 (or such limit as may be prescribed by law).

(2) The Custodian must be a bank or other organization, such as J.C.
Bradford & Co., which has been qualified by the Internal Revenue Service
to serve as trustee or custodian.

(3) No portion of the funds in the account may be invested in life
insurance contracts or collectibles.

(4) The interest of a Depositor in his account is nonforfeitable.

(5) The assets of the account will not be commingled with other property
except in a common trust fund or common investment fund (within the
meaning of Section 408(a)(5) of the Code).

(6) Distributions may begin when the Depositor reaches age 59 1/2;
however, distributions must begin on or before the first day of April
following the calendar year in which the Depositor reaches age 70 1/2
("required beginning date"). A Depositor who becomes disabled may elect
to receive distributions without regard to age. Upon reaching the
required beginning date, distribution must be made in a single sum
payment, or in equal or substantially equal monthly, quarterly or annual
payments over a specified period that may not be longer than the
Depositor's life expectancy or in equal or substantially equal monthly,
quarterly or annual payments over a specified period that may not be
longer than the joint life and last survivor expectancy of the Depositor
and his designated beneficiary. Life expectancy is calculated based
upon Treasury regulation tables. Even if payments based on life
expectancy have begun, the Depositor may give written notice to the
Custodian to receive a distribution of the balance of the account.
However, the Depositor must give written notice to the Custodian not
more than 30 days and not less than 7 days prior to the date a minimum
distribution is required.

(7) If the Depositor dies on or after his required beginning date and
distribution of his interest has begun, then the remaining portion of
such interest will continue to be distributed under the method being
used prior to the Depositor's death. If the Depositor dies before
distribution of his interest commences, then the entire account will be
distributed at the election of the beneficiary or beneficiaries in
accordance with one of the following:

(a) The entire account will be paid by December 31 of the year in
which the fifth anniversary of the Depositor's death occurs.

(b) If the Depositor's account is payable to a designated
beneficiary who is an individual, the account will be distributed in
equal or substantially equal payments over the life or life
expectancy of the designated beneficiary or beneficiaries. If the
spouse of the Depositor is not the beneficiary, payment must begin by
the December 31 of the year following the Depositor's death. If the
spouse is the beneficiary, then payments shall begin prior to the
date on which the deceased Depositor would have attained age 70 1/2.
The beneficiary (including the spouse) may at any time elect to
receive greater payments.

The election of either (a) or (b) must be made by the December 31
following the year of the Depositor's death. If the beneficiary or
beneficiaries do not elect either (a) or (b), then distribution
will be made in accordance with (b) if the beneficiary is the
spouse of the Depositor, or (a) if the beneficiary or beneficiaries
are or include anyone other than the spouse.

(8) If the spouse of the Depositor is the designated beneficiary, and if
the entire account is paid in a single sum, the spouse can rollover all
or part of the payment to the spouse's IRA provided the rollover is made
within 60 days of receipt of payment. In such a case the surviving
spouse would not have to begin receiving distributions from the IRA
until age 70 1/2. However, distributions prior to 59 1/2 would
generally be subject to the 10% premature distribution penalty.

(9) If the spouse of the Depositor is the designated beneficiary, then
the spouse may elect to maintain the account as her own account. The
surviving spouse shall be deemed to have elected to maintain the account
as her own if the spouse fails to elect either (a) or (b) above or the
spouse makes additional contributions to the account. If the spouse
dies prior to receiving distributions from the Depositor's IRA,
distributions must be made under the rules applicable as if the spouse
were the Depositor.
1

<PAGE> 5

(10) If the Depositor dies before his account balance has been distributed
to him, and the beneficiary is other than the surviving spouse, no
additional cash contributions or rollover contributions may be accepted
by the Custodian. Further, the IRA may not be rolled over to another
IRA or qualified plan.

(1) LIMITATIONS AND RESTRICTIONS ON TAX DEDUCTION

(a) A Depositor can contribute for each tax year the lesser of 100%
of compensation or $2,000. The Depositor's income tax deduction
may be reduced or eliminated as provided below.

(b) If neither the Depositor, nor his spouse, is an active
participant in an employer sponsored retirement plan, the
Depositor may make a contribution of up to the lesser of $2,000
(or $2,250 in the case of a spousal IRA) or 100% of compensation
and take a deduction for the entire amount contributed. If the
Depositor is an active participant but has an adjusted gross
income (AGI) below a certain level, the Depositor may make a
deductible contribution. If, however, the Depositor or his
spouse is an active participant and their combined AGI is above
the specified level, the amount of the deductible contribution
the Depositor may make to an IRA is phased down and eventually
eliminated.

(c) The Depositor is an "active participant" for a year if the
Depositor is covered by a retirement plan. The Depositor is
covered by a "retirement plan" for a year if the Depositor's
employer or union has a retirement plan under which money is
added to the Depositor's account or the Depositor is eligible to
earn retirement credits. For example, if the Depositor is
covered under a profit-sharing plan, certain government plans, a
salary reduction arrangement (such as a tax sheltered annuity
arrangement or a 401(k) plan), a simplified employee pension plan
(SEP) or a plan which promises the Depositor a retirement benefit
which is based upon the number of years of service the Depositor
has with the employer, the Depositor is likely to be an active
participant. The Depositor's Form W-2 for the year should
indicate the Depositor's participation status.

The Depositor is an active participant for a year even if the
Depositor is not yet vested in the Depositor's retirement
benefit. Also, if the Depositor makes required contributions or
voluntary employee contributions to a retirement plan, the
Depositor is an active participant. In certain plans the
Depositor may be an active participant even if the Depositor was
only with the employer for part of the year.

The Depositor is not considered an active participant if the
Depositor is covered in a plan only because of the Depositor's
service as 1) an Armed Forces Reservist, for less than 90 days of
active service, or 2) a volunteer firefighter covered for
firefighting service by a government plan (in general those
persons whose accrued retirement benefits at the beginning of the
year will not exceed $1,800 per year at retirement). Of course,
if the Depositor is covered in any other plan, these exceptions
do not apply.

If the Depositor is married but files a separate tax return and
lives apart from his spouse, his spouses' active participation
does not affect the Depositor's ability to make deductible
contributions. If the Depositor is married but files a separate
tax return and does not live apart from his spouse, then the
deductible contributions are phased out between spouse, $0 and
$10,000 if either is an active participant.

(d) If the Depositor is an active participant, the Depositor must
look at his Adjusted Gross Income for the year (if the
Depositor and his spouse file a joint tax return the Depositor
uses their combined AGI) to determine whether the Depositor can
make a deductible IRA contribution. The Depositor's tax return
will show the Depositor how to calculate his AGI for this
purpose. If the Depositor is at or below a certain AGI level,
called the Threshold Level, the Depositor is treated as if the
Depositor was not an active participant and can make a deductible
contribution under the same rules as a person who is not an
active participant.

If the Depositor is single, the Depositor's threshold AGI level
is $25,000. The threshold level if the Depositor is married and
files a joint tax return is $40,000, and if the Depositor is
married but files a separate tax return and is not living apart,
the threshold level is $0.

If the Depositor's AGI is less than $10,000 above the
Depositor's threshold level, the Depositor will still be able to
make a deductible contribution but it will be limited in amount.
The amount by which the Depositor's AGI exceeds the Depositor's
Threshold Level (AGI-Threshold Level) is called the Depositor's
Excess AGI. The Maximum Allowable Deduction is $2,000 (or $2,250
for a Spousal IRA). The Depositor can calculate it as follows:

<TABLE>
<S> <C>
10,000 - Excess AGI
------------------- X Maximum Allowable Deduction = Deduction Limit
10,000

</TABLE>

The Depositor must round up the result to the next highest $10
level (the next highest number which ends in zero). For example,
if the result is $1,525, the Depositor must round it up to
$1,530. If the final result is below $200 but above zero, the
Depositor's Deduction Limit is $200. The Depositor's Deduction
Limit cannot, in any event, exceed 100% of the Depositor's
compensation.

(e) The Depositor may contribute to a Spousal IRA even if his
spouse has earned some compensation during the year. Provided
his spouse does not make a contribution to an IRA, the Depositor
may set up a Spousal IRA consisting of an account for his spouse
as well as an account for the Depositor. The maximum deductible
amount for the spousal IRA is the lesser of $2,250 or 100% of
compensation.

(f) Even if the Depositor is above the threshold level and thus may
not make a deductible contribution of $2,000 ($2,250 for a
spousal IRA), the Depositor may still contribute up to the lesser
of 100% of compensation or $2,000 to an IRA ($2,250 for a spousal
IRA). The amount of the Depositor's contribution which is not
deductible will be a nondeductible contribution to the IRA. The
Depositor may also choose to make a contribution nondeductible
even if the Depositor could have deducted part or all of the
contribution. Interest or other earnings on the Depositor's IRA
contribution, whether from deductible or nondeductible
contributions, will not be taxed until taken out of the
Depositor's IRA and distributed to the Depositor.

If the Depositor makes a nondeductible contribution to an IRA
the Depositor must report the amount of the nondeductible
contribution to the IRS as a part of the Depositor's tax return
for the year.

<PAGE> 6

The Depositor may make a $2,000 contribution at any time during
the year, if the Depositor's compensation for the year will be at
least $2,000, without having to know how much will be deductible.
When the Depositor fills out his tax return the Depositor may
then figure out how much is deductible.

The Depositor may withdraw an IRA contribution made for a year
any time before April 15 of the following year. If the Depositor
does so, the Depositor must also withdraw the earnings
attributable to that portion and report the earnings as income
for the year for which the contribution was made. If some
portion of the Depositor's contribution is not deductible, the
Depositor may decide either to withdraw the nondeductible amount,
or to leave it in the IRA and designate that portion as a
nondeductible contribution on the Depositor's tax return.

(g) Compensation means wages, salaries, or professional fees,
and other amounts received for personal services actually
rendered. Compensation includes income earned by a self-employed
individual from his trade or business in which his personal
services are a material income-producing factor.
Compensation also includes any amount include in the Depositor's
gross income as alimony under Section 71 of the Code with
respect to a divorce or separation instrument described in
Section 71 (b)(2)(A) of the Code.

(h) No deduction is allowed for an individual for a contribution
during the taxable year in which he attains age 70 1/2. If the
Depositor attains age 70 1/2 prior to the non-working spouse, a
deductible contribution may be made for the spouse, but the
Depositor, may not make a deductible contribution for himself.

(i) A deduction may be obtained for the previous taxable year if
the Depositor makes his contribution no later than the time for
filing his Federal income tax return without extensions for such
taxable year (i.e. April 15 for a calendar year taxpayer).

(j) The deductions referred to above may be taken even if the
Depositor elects to take the standard deduction.

(2) TAXATION UPON DISTRIBUTION

(a) The full amount of any distribution from an IRA (including a
lump sum distribution) will be taxed as ordinary income to the
recipient, except as provided below.

(b) Because nondeductible IRA contributions are made using income
which has already been taxed (that is, they are not deductible
contributions), the portion of the IRA distributions consisting
of nondeductible contributions will not be taxed again when
received by the Depositor. If the Depositor makes any
nondeductible IRA contributions, each distribution from the
Depositor's IRAs will consist of a nontaxable portion (return of
nondeductible contributions) and a taxable portion (return of
deductible contributions, if any, and account earnings). Thus,
the Depositor may not take a distribution which is entirely
tax-free. The following formula is used to determine the
nontaxable portion of the Depositor's distributions for a taxable
year:

<TABLE>
<S> <C>
Remaining
Nondeduction
Contributions
---------------- X Total Distributions = Nontaxable Distributions (for the year)
Year-End Total IRA
Account Balances

</TABLE>

To figure the year-end total IRA account balance the Depositor
treats all of his IRAs as a single IRA. This includes all
regular IRAs, as well as Simplified Employer Pension (SEP) IRAs,
and Rollover IRAs. The Depositor also adds back the
distributions taken during the year.

(i) The entire amount received is transferred within 60 days
of receipt to another IRA. Tax-free rollovers from one IRA
to another IRA may occur only once each year; or

(ii) The entire amount received is totally attributable to an
amount previously received by the IRA as a rollover
contribution from a qualified employee benefit plan and the
entire amount received is transferred within 60 days of
receipt to a qualified employee benefit plan. In order to
qualify as a tax-free transfer, no portion of the amount
received from the IRA and deposited in the qualified
employee benefit plan may be attributable to sources other
than an amount previously received from a qualified employee
benefit plan. Further restrictions apply to this type of
rollover. You should consult your own tax advisor in this
regard.

(iii) The amount received represents the entire interest in
the IRA, the entire amount received is attributable to
a previous rollover to the IRA from a tax-sheltered annuity
(qualified under Code Section 403(b)), and the entire amount
received is paid into another such tax-sheltered annuity
contract within 60 days of receipt. Further restrictions
apply to this type of rollover. You should consult your own
tax advisor in this regard.

(d) There is a 15% excise tax assessed against annual distributions
from IRAs and other tax-favored retirement plans which exceed
the greater of $150,000 or $144,551 adjusted after 1993 to
reflect cost-of-living increases. For this purpose all
distributions a Depositor receives from IRAs and other
tax-favored retirement plans are aggregated. Since this new law
is very complex it is very important for you to consult your own
tax advisor in this regard.

(3) ROLLOVER CONTRIBUTIONS TO AN IRA

(a) A rollover contribution is a tax-free transfer of funds from
one retirement savings program to another. No deduction is
allowed for a rollover contribution. In order to maintain its
tax-free character, a rollover from an employer's qualified plan
to an IRA must satisfy the following requirements:

<PAGE> 7

(i) The funds so contributed to an IRA must have been
distributed to the employee from the qualified plan and
may not include any distribution which is one of a series of
substantially equal periodic payments (not less frequently
that annually) made for the life (or life expectancy) of the
employee or the joint lives (or joint life expectancies) of
the employee and the employee's designated beneficiary, or
for a specified period of ten years or more. Further, the
funds must not be a minimum required distribution under
Section 401(a)(9) of the Code.

(ii) The maximum amount that may be rolled over is the value
of the property distributed from the qualified plan and
earnings therefrom included in the distribution less any
employee contributions (other than qualified deductible
voluntary contributions).

(iii) If only a portion of such a distribution is rolled over,
the remaining portion (other than employee
contributions which are not qualified deductible voluntary
contributions) will be taxed as ordinary income.

(iv) With respect to a noncash distribution, the rollover
contribution must consist of all or any portion of the
property distributed from the qualified plan, or the
proceeds from the sale of such property.

(v) If part or all of the distribution consists of property
other than money, the taxpayer may designate on a
timely filed tax return the portion of the money or other
property treated as a distribution of employee
contributions, otherwise the law requires the proration on a
ratable basis. Such a designation may have important tax
consequences with respect to taxation of any portion of the
distribution that is not rolled over. There is no dollar
limit to the amount of a rollover contribution.

(vi) The funds must be transferred to the IRA within 60 days
after the date of the Depositor's receipt.

(vii) Unless the Depositor otherwise directs the Custodian in
writing, each rollover will be held by the Custodian in
a separate account and the Custodian will not accept other
contributions to the account.

(viii) It is the Depositor's sole responsibility to determine
whether or not any rollover is proper pursuant to
requirements of the Internal Revenue Code, state law and
the IRA.

(b) A rollover from one IRA to another IRA must satisfy the
following requirements:

(i) The entire amount received must be paid into an IRA
within sixty days after the amount is received.

(ii) Withdrawal of assets from an IRA for the purpose of a
rollover to an IRA may occur only once within any
one-year period. The one-year rule does not apply to direct
transfers between IRA custodians or trustees.

(iii) The rollover contribution must include the entire
interest which the Depositor received from the IRA and
must be in the form of the identical property received from
the IRA.

(4) ESTATE AND GIFT TAXES

(a) Upon the death of the Depositor, the value of the account is
part of the Depositor's gross estate for Federal estate tax
purposes and may incur Federal estate taxes including an excess
retirement accumulation tax. Depending upon the applicable state
law, the account may or may not be subject to state inheritance
or estate taxes.

(b) Amounts withdrawn from the account and given as a gift are
subject to Federal (and possibly state) gift tax laws and may
incur gift taxes. However, a Depositor's revocable election to
have a distribution payable to a beneficiary upon the death of
the Depositor will not be treated as a gift subject to gift tax.

Because of the complexity of the rules relating to income
taxes, estate and gift taxes, rollover contributions and the tax
implications, you should consult your tax advisor before taking
any action.

(D) ADDITIONAL LIMITATIONS AND PROHIBITIONS

(1) A Depositor, his spouse and his beneficiary are prohibited from
engaging in a prohibited transaction described in Section
4975(c) of the Code with respect to his account. If such a transaction
is engaged in, the account will lose its tax-exempt status and the fair
market value of the account will be subject to income tax in the
taxable year in which the prohibited transaction occurs (this is
considered a premature distribution under subsection 4 below).
Generally, prohibited transactions include the direct or indirect (a)
sale or exchange, or leasing, of any property; (b) lending of money or
other extension of credit; (c) furnishing of goods, services or
facilities between the Depositor or a beneficiary or other disqualified
person and the IRA; (d) transfer to, or use by or for the benefit of
the Depositor or a beneficiary or other disqualified person, of the
income or assets of the IRA; (e) dealing by the Depositor, beneficiary
or other disqualified person with the assets of the IRA in his or her
own interest or own account; or (f) receipt by any disqualified person
who is a fiduciary from a party dealing with the IRA of any
consideration in connection with any transaction involving the income
or assets of the IRA.

(2) The acquisition in the account of any collectible will be treated for
purposes of Sections 402 and 408 of the Code as a distribution
from the account in an amount equal to the cost to the account of the
collectible and will be taxable as such. This is considered a
premature distribution under subsection (4) below. The term
"collectible" means any work of art, rug, antique, metal, gem, stamp,
coin, alcoholic beverage, or other tangible personal property specified
as such by the Secretary of the Treasury for the purposes of Section
408(m) of the Code. However, certain designated gold or silver coins
and certain coins issued by States of the United States are permitted
investments.

(3) If a Depositor uses all or any portion of his account as security for
a loan, then the portion of the account so used is treated as
having been distributed to such individual and the benefited individual
must include such distribution in his gross income for the year in
which he so uses the account. This is considered a premature
distribution under subsection (4) below.

<PAGE> 8

(4) A ten percent (10%) penalty tax is imposed on distribution made
before the Depositor attains age 59 1/2, unless such
distribution is made on account of (a) death, (b) disability, (c) the
distribution is part of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy) of the Depositor or the joint lives (or joint life
expectancies) of the Depositor and his designated beneficiary, or (d)
a qualified rollover contribution is made with such distribution.

(5) After a Depositor attains age 70 1/2, if the required distributions
do not equal or exceed certain minimums, a nondeductible excise
tax of fifty percent (50%) will be imposed upon the difference between
the amount required to be distributed and the amount actually
distributed.

(6) Any contributions made to your IRA which exceed the permissible
limits set forth above are considered excess contributions.
Such contributions are subject to an excise tax of six percent (6%)
per year for every year the excess contributions are not corrected
either by withdrawal of the excess from the IRA or by foregoing IRA
contributions up to the permissible limits.

(a) If the excess contributions (plus income thereon) is withdrawn
on or before the due date (including extensions) for filing the
Depositor's income tax return for the year in which he made the
excess contribution, the 6% excise tax is not imposed. Even if the
excess contribution is not withdrawn in time to prevent
imposition of the 6% penalty for such year, the 6% penalty may be
avoided for a subsequent year by withdrawal of the excess
contribution at a later date. Also, under certain circumstances
a prior excess contribution may be corrected by foregoing a
contribution in a later year.

Except in the limited circumstances described below, the
withdrawal of an excess contribution before the individual
attains age 59 1/2, or in a case of death or disability, will be
considered a premature distribution which is subject to the ten
percent (10%) penalty tax.

(b) An excess contribution that exceeds $2,250 must be withdrawn no
later than the due date for filing the Depositor's income tax
return for the year in which he made the excess contribution to
avoid such penalties. Any income included in such a distribution
will be taxable income in the year in which the excess contribution
is made. Where an IRA contribution for a year (other than a
rollover contribution) does not exceed $2,250, the excess amount
may be withdrawn any time at a later date without including it in
gross income and paying the premature withdrawal penalty, if
applicable, if no deduction has been allowed for the excess
amount. If an excess rollover contribution occurs because you
reasonably relied upon erroneous information supplied by your
employer, the part of the excess attributable to such erroneous
information may be subsequently withdrawn without including it in
gross income or paying the premature withdrawal penalty.

(7) The Depositor (and Spouse in the case of a Spousal IRA) must file
Form 5329 (Return for Individual Retirement Arrangements Taxes)
with the Internal Revenue Service only if he owes a penalty tax for
an excess contribution, a premature distribution, an
underdistribution or an excess distribution.

(8) The Custodial Account Agreement is on a form approved by the Internal
Revenue Service for use in establishing custodial accounts.

(9) Further information pertaining to the laws and regulations governing
Individual Retirement Accounts may be obtained from any district office
of the Internal Revenue Service.

(10) If depositor is a resident of a community property state and the
Depositor desires to name a beneficiary other than the Depositor's
spouse, then the Depositor is solely responsible for securing the
spouse's consent and the Custodian shall not be liable to the spouse,
any beneficiary or entity in regard to such consent. The Depositor
should consult an attorney in regard to any such spousal consents.

(E) INVESTMENTS

(1) The Depositor is responsible for directing the Custodian with respect
to the investment of all contributions and earnings therefrom.
The Custodian has no discretion or duty, in the absence of the
Depositor's direction or as mandated in the Custodial Account
Agreement, to invest any funds. Further, the Depositor assumes all
investment risks with regard to such investments. Non-brokered
certificates of deposit, non-brokered notes (mortgages), closely held
securities (in which J. C. Bradford & Co. does not participate in the
subscription offer), and real estate (collectively referred to as
"Special Assets") are not permitted investments in the account unless
the Custodian has agreed to permit such investments in the account.
The Depositor shall provide valuations of any Special Assets. If the
Depositor fails to provide such valuations then the Custodian may
employ appraisers to make such valuations. Any appraiser fees shall
be charged against the IRA account and the Depositor will be liable
for any deficiency.

The Depositor may only direct the investment of the assets of the
account into investments obtainable through J. C. Bradford & Co.
Assets of the account may not be invested in "Collectibles" as
defined in Section 408 (m) of the Code (see paragraph D(2) above).

(2) The Depositor may delegate to any person or institution (other than
the Custodian) the Depositor's power to direct investment of
the account as long as the Custodian is given advance written notice
in which the Depositor names and appoints the delegate, a signed copy
of the written agreement between the Depositor and his delegate and
any additional information and documents the Custodian may require.
Any direction given by the delegate is conclusively presumed to be the
Depositor's direction until the Custodian receives written notice of
revocation of the delegate's authority.

(3) The Custodian upon receipt of the Depositor's investment direction
shall execute the direction as soon as practical, and shall
send a written confirmation to the Depositor acknowledging the
completion of the Depositor's transaction.

(4) Dividends and earnings from the assets of the account will be
retained in the account. Until such time as the Depositor has
directed the Custodian with respect to his account, the Custodian
shall invest the amounts so received in interest bearing accounts (at
then current interest rates) maintained by the Custodian.

(5) The Depositor shall have the power to make a continuing investment
direction with respect to the dividends and earnings received
by the account from the assets of the account. A continuing
investment direction can be made either orally or in writing to the
Custodian.

(6) Such amounts received shall be reinvested as directed in the
Depositor's continuing investment direction; provided that such
amount equals or exceeds the minimum investment requirements then in
effect for the designated investment.

(7) The Custodian may retain cash in the account without investing the
same.

<PAGE> 9

(8) As soon as practical after the Custodian receives notification of the
death of a Depositor, all subsequent earnings on his account
shall be reinvested in the money market fund designated by the
Depositor prior to his death for the purpose of investment of income.
All other assets in his account shall remain as invested until
distributed in full to the Beneficiary of the Depositor or until the
Beneficiary otherwise designates.

(F) FEES AND FINANCIAL MATTERS

(1) A fee schedule setting forth the annual maintenance and transfer fee
and any other fees is outlined in the Explanation of Fees.
Such fee schedule may be amended from time to time by the Custodian.
Annual maintenance fees and any other fees will be charged to the IRA
account each June for that calendar year or upon termination of the
IRA if the fee has not been charged for such year. This applies to
regular, spousal and rollover IRAs and each participant's account
under a SEP. Fees will not be prorated.

The Depositor may pay the maintenance fee within the times specified by
the Depositor by the Custodian. If the Depositor fails to pay
the mainenance fee within such times, then Custodian will liquidate
sufficient assets within the IRA to satisfy the fees and cannot be
held accountable or liable for choosing specific asset or assets to
liquidate.

Payments received after June 1 cannot be used to reimburse the
IRA account but will apply as a credit against the next year's annual
maintenance fee after satisfying any current outstanding fee balance.
If sufficient assets cannot be liquidated, the IRA account will be
closed out and remaining assets transferred to an individual brokerage
account at J.C. Bradford & Co. The Depositor is personally liable for
full payment to the Custodian for all fee deficiencies including any
debit balances. By entering into the Adoption Agreement, Depositor
and his beneficiary or beneficiaries agree to hold Custodian harmless
from any taxes, interest, penalties or other claims, liabilities or
damages resulting from or arising out of such asset liquidation and/or
account termination. Further, Depositor and his beneficiary or
beneficiaries release Custodian from all damage claims resulting from
or arising out of such asset liquidation and account termination.
J.C. Bradford & Co. cannot be held responsible for any taxes, interest
and penalties that may be assessed on such distributions.

(2) Normal J.C. Bradford & Co. brokerage fees, and buying and selling
expenses will be charged for each transaction involving an investment.

(3) The Custodian will charge the IRA for any special reports or returns
required to be filed with the Internal Revenue Service such as Form
990T.

(4) The Custodian may at any time liquidate sufficient assets in the IRA
to satisfy any obligations of the IRA and the Depositor and his
beneficiary or beneficiaries agree to hold Custodian harmless from any
taxes, interest, penalties or other claims, liabilities or damages
resulting from or arising out of such asset liquidation
and/or account termination. Further, Depositor and his beneficiary
release Custodian from all damage claims resulting from or arising
out of such asset liquidation.

(5) Any taxes of any kind which may be imposed with respect to the
account and any administrative expenses, including but not limited to
custodial and brokerage fees, shall be paid by the Depositor. If not
paid by the Depositor, such amounts shall be paid from the account and
will constitute a lien against such account until paid.

(6) The earnings of each separate account will be allocated to such
account.

(7) Growth in value of this account is neither guaranteed nor capable of
projection.

(8) The Custodian will charge a one-time fee for handling Special Assets.
Additionally, the Custodian may charge for any valuation of Special
Assets.

(9) The Custodian may charge the account for review (including legal fees
incurred) of any separation and divorce orders, decrees or agreements.

(G) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP)

(1) A SEP is a new retirement income arrangement under which your
employer may contribute any amount each year up to the lesser
of $30,000 or 15% of your compensation to your own Individual
Retirement Account. All amounts contributed to your IRA by your
employer belong to you, even after you separate from service with that
employer.

(2) Whether or not your employer makes a contribution to a SEP is
entirely within your employer's discretion. If a contribution
is made under a SEP, it must be allocated to all the eligible
employees according to the SEP agreement. Some SEPs allow you to
defer a portion of your compensation into your SEP-IRA.

(3) Each employee who is 21 years old or older and has performed service
for the employer in at least three of the immediately preceding five
calendar years are eligible to participate in the SEP. In certain
situations employees covered under a collective bargaining agreement
and certain nonresident aliens may be excluded.

(4) You are entitled to contribute to your own IRA even though your
employer makes a contribution to your IRA under a SEP. However, your
deduction may be limited.

(5) A contribution by you or by your employer in excess of the annual
deduction limitations may be withdrawn without penalty on, or prior to,
the due date for filing your tax return (normally April 15). Excess
contributions left in your SEP-IRA account beyond that time are subject
to a 6% excise tax. Withdrawals of those contributions at a later time
may be taxed as premature withdrawals.

(6) It is permissible for you to withdraw funds from your SEP-IRA and
roll such funds over to another IRA in accordance with the rollover
rules discussed above with respect to rollovers from one IRA to another
IRA. Such rollover may not be made more frequently than once each year
without penalty.

(7) You may withdraw the employer's contribution from your SEP-IRA in the
same manner and subject to the same rules as any other withdrawal from
an IRA as described in Paragraphs (C) and (D) above. Generally, any
amount withdrawn is includable in your income and a withdrawal before
attainment of 59 1/2 years of age may be subject to a 10% penalty tax.

<PAGE> 10

(8) You do not have to file any additional form with the Internal Revenue
Service because you participate in a SEP.

IRA AS AN INVESTMENT CONDUIT - "ROLLOVERS"

PERMISSIBLE TAX-FREE TRANSFERS

1. From a qualified corporate plan to an IRA.
2. From a qualified corporate plan to another through an IRA.
3. From a Keogh Plan (HR-10) to an IRA.
4. From a tax sheltered annuity to an IRA.
5. From a tax sheltered annuity to another through an IRA.
6. From a qualified bond purchase plan to an IRA.
7. Distributions received by a spouse due to participant's death.

GENERAL CONDITIONS

1. Must be received by the IRA within 60 days after distribution
is received.

2. Only one tax-free rollover per year. However there are no
restrictions on the number of transfers between custodians or
trustees.

3. Must not include certain periodic payment distributions or
certain minimum required distributions under Code Section 401(a)
(9).

4. Must not include employee's post tax contributions therefrom.

5. If the rollover includes property such as company stock and the
property has been sold the proceeds may still be rolled over.
If the rollover is for the entire amount allowable, the gain or
loss on the sale of the property is not recognized.

6. Transfers to a (new) qualified Plan can include only assets
received from the (old) qualified Plan; therefore, a rollover to
an IRA should be made to a separate account and should not include
contributions made by an eligible person for his retirement to his
IRA.

LIMITS ON AMOUNT OF ROLLOVER TRANSFERS

1. No dollar limit.

2. All or any portion of the distribution minus post tax employee
contributions and any required minimum distribution for such year.
Note: Any amount not rolled over does not qualify for capital
gains provision and/or special ten year averaging provision.

3. No endowment or life insurance contracts.

REGULAR IRA

ELIGIBILITY

1. Every individual, whether or not covered by a retirement plan,
who has compensation is eligible.

2. No deduction is allowed for an individual during the taxable
year in which he or she attains 70 1/2.

MAXIMUM DEDUCTIBLE CONTRIBUTION

1. 100% of compensation not to exceed $2,000 per year or such
limits as may be prescribed by law. However, reduction or
elimination may occur if you or your spouse are active
participants in a qualified retirement plan.

2. If your spouse does not work, you may establish an individual
account for you and your spouse and may annually contribute the
lesser of $2,250 or 100% of compensation. However, reduction or
elimination may occur if you are an active participant in a
qualified retirement plan.

3. Contribution need not be equally divided between both accounts,
but not more than $2,000 to one account.

4. If both spouses have earned income, both may contribute but to
separate IRAs.

TIME FOR ESTABLISHING IRA AND MAKING CONTRIBUTIONS

1. No later than the due date for filing tax returns (normally
April 15).

ADDITIONAL INFORMATION FOR ALL IRAS

PERMISSIBLE INVESTMENTS

1. As examples, stocks, mutual funds, corporate and government
bonds, plus savings media approved by the Trustee.

2. Not limited to the example above but cannot purchase
collectibles. Further, Special Assets are not permitted
investments in the individual retirement account unless permitted
by the Custodian.

3. Custodian will hold assets in an account with your Broker.

<PAGE> 11

4. Investments not generating confirms must be accompanied by
written instructions.

DISTRIBUTIONS

1. Permitted after 59 1/2 years or in the event of permanent
disability or death or if distributions paid in substantially
equal periodic payments (not less frequently than annually) over
life expectancy.

2. If any individual receives a distribution prior to one of these
events, there is a non-deductible penalty tax of 10%.

3. Distributions must start not later than April 1 of the
following calendar year in which the Participant reaches 70 1/2
years of age.

4. If the distribution selected does not equal or surpass IRS
minimums, a non-deductible excise tax of 50% will be imposed
upon the difference between the amount required and the amount
distributed.

5. The taxability at distribution is as normal income received.
Ten Year and Five Year Averaging is not permissible. The tax
status during the accumulation period is exempt.

SEP (SIMPLIFIED EMPLOYEE PENSION)

ELIGIBILITY

1. Any employee who is at least 21 years old and has performed
"service" in at least 3 of the last 5 calendar years.

2. The employer may establish less restrictive eligibility
requirements.

CONTRIBUTIONS

1. You are not required to make any contributions in a given year.

2. If contributions are made, they must be made to all eligible
employees, whether or not they are still employed at the time.

3. Some SEP Plans have permitted disparity which varies the
percentage of contribution among participants. Some SEP Plans may
permit a participant to defer compensation into their SEP-IRA.

4. Contributions for any one employee may not be more than the
lesser of $30,000 or 15% of that employee's total compensation for
the calendar year.

HOW TO REPORT CONTRIBUTIONS

1. The employer deducts the amount it contributes to the SEP-IRA
on the employer tax return.

2. Employers who have established a SEP-IRA and have provided each
participant with a copy of Form 5305-SEP (or 5305A-SEP) are not
required to file the annual information returns, Form 5500,
5500-C, 5500-K or 5500-R.

DISTRIBUTIONS

All distribution regulations and restrictions pertaining to IRAs apply
under a SEP. (Summarized above)

EXPLANATION OF FEES

Annual Maintenance Fee for each IRA - $30 (not prorated)

The Custodian may charge a one-time $100 fee for receiving,
maintaining, administering, safekeeping and selling non-brokered
certificates of deposit, non-brokered notes (mortgages) and closely
held securities (in which J.C. Bradford & Co. does not participate in
the subscription offer), and real estate. Additionally, the Custodian
may charge for appraisals of such Special Assets.

The Custodian will charge a $100 fee for filing IRS Form 990T.

Transfer Fee - $50 plus that year's maintenance fee

This fee is charged when IRA assets are transferred to another
financial institution. The fee must be paid prior to transfer by the
Depositor or the successor custodian or trustee. This fee schedule
may be amended at anytime by the Custodian (J.C. Bradford & Co.).

The Custodian may charge the account for review (including any legal
fees incurred) of any separation and divorce orders, decrees or
agreements.

Annual maintenance fees and any fees will be charged to the IRA
account each June for that calendar year or upon termination of the
IRA if the fee has not been charged for such year. This applies to
regular, spousal, and rollover IRAs and each participant account under
a SEP. Fees will not be prorated.

A Depositor may pay the maintenance fee within the times
specified by the Custodian. If the Depositor fails to pay the
maintenance fee within such times, then Custodian will liquidate
sufficient assets within the IRA to satisfy the fees and cannot be
held accountable or liable for choosing a specific asset or assets to
liquidate.

<PAGE> 12

By entering into the Adoption Agreement, Depositor and his
beneficiary or beneficiaries agree to hold Custodian harmless from any
taxes, interest, penalties or other claims, liabilities or damages
resulting from or arising out of such asset liquidation and/or account
termination. Further, Depositor and his beneficiary or beneficiaries
release Custodian from all damage claims resulting from or arising out
of such asset liquidation and account termination. J.C. Bradford &
Co. cannot be held responsible for any taxes, interest and penalties
that may be assessed on such distributions.

CUSTODIAL ACCOUNT AGREEMENT

THIS AGREEMENT entered into by and between each individual who executes an
Adoption Agreement incorporating this Agreement (hereinafter referred to as
"Depositor") and J.C. BRADFORD & CO., (hereinafter referred to as "Custodian"),
having its principal place of business at 330 Commerce Street, Nashville,
Tennessee 37201.

WITNESSETH:

WHEREAS, the Depositor desires to provide for his retirement and for the
support of his beneficiaries upon his death; and

WHEREAS, to accomplish this purpose, the Depositor desires to establish an
individual retirement account (hereinafter referred to as "the account") as
described in Section 408(a) of the Internal Revenue Code of 1986, as amended,
or any successor statute; and

WHEREAS, the Custodian has provided the Depositor with the disclosure statement
required under the Income Tax Regulation under Section 408(i) of the Code;

NOW, THEREFORE, the Depositor (or the spouse of the Depositor) has transferred,
assigned, and conveyed to the Custodian the property described in the Adoption
Agreement, and it is agreed by and between the Depositor and the Custodian the
following:

ARTICLE I

CONTRIBUTIONS

(1) The Custodian may accept additional contributions in cash from or on
behalf of the Depositor for a taxable year of the Depositor except as
limited by Paragraph (2) of this Article.

(2) Except in the case of an eligible rollover contribution as that term is
described in Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code
or an employer contribution made in accordance with the terms of a
simplified employee pension as defined in Section 408(k) of the Code, the
Custodian will only accept cash and will not accept contributions on
behalf of the Depositor in excess of $2,000 for any taxable year. The
Depositor may rollover property in kind to the custodial account that is
acceptable to the Custodian.

ARTICLE II

NONFORFEITURE

The Depositor's interest in the balance in the custodial account shall at all
times be nonforfeitable.

ARTICLE III

INVESTMENT IN GENERAL

(1) No part of the custodial funds shall be invested in life insurance
contracts; nor may the assets of the custodial account be commingled with
other property except in a common trust fund or common investment fund
(within the meaning of Section 408(a)(5) of the Code).

(2) No part of the custodial funds may be invested in collectibles (within
the meaning of Section 408(m) of the Code).

(3) This custodial account is created, administered and held for the
exclusive benefit of the Depositor and his Beneficiaries.

ARTICLE IV

DISTRIBUTION

(1) Notwithstanding any provision of this Agreement to the contrary, the
distribution of a Depositor's interest in the custodial account shall be
made in accordance with the minimum distribution requirements of Section
408(a)(6) or Section 408(b)(3) of the Code and the Income Tax Regulations
thereunder, including incidental death benefit provisions of Section
1.401(a)(9)-2 of the proposed Income Tax Regulations, all of which are
herein incorporated by reference.

<PAGE> 13

(2) The Depositor's entire interest in the custodial account must be
distributed, or begin to be distributed, by the Depositor's "required
beginning date," which is the April 1 following the calendar year in
which the Depositor attains age 70 1/2. For such suceeding year, a
distribution must be made on or before December 31. By the required
beginning date the Depositor shall elect, in a manner and at such time as
may be acceptable to the Custodian, to have the balance in the custodial
account distributed in one of the following forms:

(a) a single lump sum payment;

(b) an annuity contract providing equal or substantially equal monthly,
quarterly, or annual payments over the life of the Depositor;

(c) an annuity contract providing equal or substantially equal monthly,
quarterly or annual payments over the joint and last survivor lives of
the Depositor and his designated beneficiary;

(d) equal or substantially equal monthly, quarterly or annual payments
over a specified period that may not be longer than the Depositor's
life expectancy; or

(e) equal or substantially equal monthly, quarterly or annual payments
over a specified period that may not be longer than the joint life and
last survivor expectancy of the Depositor and his designated
Beneficiary.

Even if distributions have begun to be made under option (d) or (e), the
Depositor may receive a distribution of the balance in the custodial account at
any time by giving written notice to the Custodian. The Depositor shall be
solely responsible for making the necessary election and commencing
distribution by the required beginning date.

The amount to be distributed each year, beginning with the first calendar year
for which distributions are required and then for each succeeding calendar
year, shall not be less than the quotient obtained by dividing the Depositor's
benefit by the lesser of (i) the applicable life expectancy, or (ii) if the
Depositor's spouse is not the designated beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 or Q&A-5, as applicable, of
Section 1.401(a)(9)-2 of the proposed Income Tax Regulations.

Distributions after the death of the Depositor shall be distributed using the
applicable life expectancy as the relevant divisor without regard to Section
1.401(a)(9)-2 of the proposed Income Tax Regulations.

(3) If the Depositor dies before his entire interest is distributed to him,
the entire remaining interest will be distributed as follows:

(a) If the Depositor dies on or after distributions have begun under
paragraph (2) of this Article, the entire remaining interest must be
distributed at least as rapidly as provided under paragraph (2) of
this Article.

(b) If the Depositor dies before distributions have begun under paragraph
(2) of this Article, the entire remaining interest must be distributed
as elected by the Depositor or, if the Depositor has not so elected,
as elected by the Beneficiary or Beneficiaries, as follows:

(i) by the December 31st of the year containing the fifth
anniversary of the Depositor's death; or

(ii) in equal or substantially equal monthly, quarterly or annual
payments over the life or life expectancy of the designated
Beneficiary or Beneficiaries starting by December 31st of the
year following the year of the Depositor's death. If, however,
the Beneficiary is the Depositor's surviving spouse, then this
distribution is not required to begin before December 31st of the
year in which the Depositor would have attained age 70 1/2.

(c) In the event of the death of the Depositor, the surviving spouse
Beneficiary may elect to treat the account as the spouse's own
individual retirement account in accordance with 1.408-8 of the
Proposed Income Tax Regulations.

(d) Distributions under paragraph (2) of this Article are considered to
have begun if the distributions are made on account of the Depositor
reaching his required beginning date. If the Depositor receives
distributions prior to the required beginning date and the Depositor
dies, distribution will not be considered to have begun.

(4) Life expectancy is computed by use of the expected return multiples in
Table V and VI of Section 1.72-9 of the Income Tax Regulations. Unless
otherwise elected by the Depositor prior to the commencement of
distributions under paragraph (2) of this Article or, if applicable, by
the surviving spouse where the Depositor dies before distributions have
commenced, life expectancies of a Depositor or spouse Beneficiary shall be
recalculated annually for purposes of distributions under paragraph (2)
and paragraph (3) of this Article. An election not to recalculate shall
be irrevocable and shall apply to all subsequent years. The life
expectancy of a nonspouse Beneficiary shall not be recalculated. Instead,
life expectancy will be calculated using the attained age of such
Beneficiary during the calendar year in which the individual attains age
70 1/2, and payments for subsequent years shall be calculated based on
such life expectancy reduced by one for each calendar year which has
elapsed since the calendar year life expectancy was first calculated.

(5) An individual may satisfy the minimum distribution requirements under
Sections 408(a)(6) and 408(b)(3) of the Code by receiving a distribution
from one Individual Retirement Account or Individual Retiretment Annuity
("IRA") that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this purpose, the
Depositor of two or more IRAs may use the "alternative method" described
in Internal Revenue Service Notice 88-38, 1988-1 C.B. 524, to satisfy the
minimum distribution requirements described above.

ARTICLE V

DEPOSITOR'S DECLARATION

Except in the case of the Depositor's death, disability (as defined in Section
72 (m) of the Code) or attainment of age 59 1/2, before distributing an amount
from the account, the Custodian may require from the Depositor a declaration of
the Depositor's intention as to the disposition of the amount distributed.

<PAGE> 14

ARTICLE VI

REPORTS

(1) The Depositor agrees to provide information to the Custodian at such time
and in such manner and containing such information as may be necessary for
the Custodian to prepare any reports required pursuant to Section 408(i)
of the Code and the Income Tax Regulations thereunder.

(2) The Custodian agrees to submit reports to the Internal Revenue Service
and the Depositor at such time and in such manner and containing such
information as is prescribed by the Internal Revenue Service.

(3) The Custodian shall furnish the Depositor annual calendar year-end
reports concerning the status of the custodial account as required by
1.408-5 of the Income Tax Regulations.

ARTICLE VII

PREEMPTION

Notwithstanding any other articles which may be added or incorporated, the
provisions of Articles I through III and this sentence shall be controlling.
Furthermore, any such additional article shall be wholly invalid, if it is
inconsistent, in whole or in part, with Section 408(a) of the Code and the
regulations thereunder.

ARTICLE VIII

AMENDMENTS IN GENERAL

This Agreement shall be amended, from time to time, in order to comply with the
provisions of the Code and Income Tax Regulations thereunder. Furthermore,
other amendments may be made to this Agreement by the Custodian as provided
herein.

ARTICLE IX

ACCOUNTING

(1) All contributions made by the Depositor or the spouse of the Depositor
and all investments made with such contributions and the earnings thereon
shall be credited to an account maintained for the Depositor or the spouse
of the Depositor by the Custodian. The Custodian shall keep accurate and
detailed records of all contributions, receipts, investments,
distributions, disbursements, and all other transactions. Any
contribution or investment in the custodial account shall be held without
distinction between income and principal.

(2) After the close of each calendar year the Custodian shall render to the
Depositor a written report of the Depositor's account as of each December
31. Such report shall be made available to the Depositor within the time
and in a form prescribed by the Internal Revenue Service. The Custodian
shall also render such reports as are regularly issued by J.C. Bradford &
Co. to its customers (which may consist of copies of account statements
regularly issued by J.C. Bradford & Co.).

(3) In the absence of the filing in writing with the Custodian by the
Depositor of exceptions or objections to the annual report within sixty
days after the mailing of such report, the Depositor shall be deemed to
have approved such report and the Custodian shall be released, relieved
and discharged from all liability to anyone (including the Beneficiary)
with respect to all matters set forth in such report as though such
account had been settled by the decree of a court of competent
jurisdiction. No person other than a Depositor may require an accounting
or bring any action against the Custodian with respect to the account.

(4) The Custodian shall have the right at any time to apply to a court of
competent jurisdiction for judicial settlement of its accounts or for
determination of any questions of construction which may arise or for
instructions. The only necessary party defendant to such action shall be
the Depositor but the Custodian may, if it so elects, bring in as a party
defendant any other person or persons. The cost of any such accounting,
including, but not limited to, attorney's fees and court costs, shall be
charged to the account as an administration expense under Article XV.

ARTICLE X

INVESTMENT POWERS

(1) The Depositor shall have the full responsibility for directing the
investment of all accounts credited to his account, including amounts
earned therefrom. The Depositor further agrees that such directions shall
be limited to investments approved by J.C. Bradford & Co. from time to
time for investments in IRA accounts. Further, non-brokered certificates
of deposit, non-brokered notes (mortgages), closely held securities (in
which J.C. Bradford & Co. does not participate in the subscription offer),
and real estate (hereinafter collectively referred to as "Special Assets")
are not permitted investments in the individual retirement account unless
the Custodian has agreed to permit such investments in the account. The
Depositor shall provide Custodian with an annual written valuation of all
Special Assets valued as of each December 31 and upon such other times as
the Custodian may require. If the Depositor fails to provide such
valuations the Custodian may employ such appraisers as needed to make the
valuation and charge the account for such appraisal. If Special Assets
are received into the account, the Custodian will charge additional fees
for receiving, maintaining, administering, safekeeping and selling such
assets.

(2) The Depositor's investment directions may be given to the Custodian
either orally or in writing. The Depositor may delegate to an investment
manager the Depositor's power to direct investment of the account;
providing that the Custodian must be given a written notice in which the
Depositor names and appoints the delegate, a signed copy of the written
agreement between the Depositor and his delegate and any additional
information and documents that the Custodian may then require. Any
direction given by such delegate shall conclusively be presumed to be the
direction of the Depositor until the Custodian receives written notice of
revocation of such delegation.

<PAGE> 15

(3) The Custodian upon receipt of the Depositor's investment direction shall
execute the direction as soon as practical, and shall send a written
confirmation to the Depositor acknowledging the completion of the
Depositor's transaction.

(4) The Custodian shall have no right or responsibility (except as provided
below) to make any investments or dispose of any investment held in the
account, unless pursuant to the Depositor's direction. The Custodian
shall have no responsibility to inquire into or question any such
directions of the Depositor, to review the investments held in the
account, or to give advice to the Depositor with respect to the retention
or disposition of any assets in the account.

(5) Dividends and earnings from the assets of the account will be retained in
the account. Until such time as the Depositor has directed the Custodian
with respect to his account, the Custodian shall invest the amounts so
received in interest bearing accounts (at then current interest rates)
maintained by the Custodian.

(6) Notwithstanding anything herein contained to the contrary, the Depositor
may direct the investment of dividends and earnings from the assets of the
account pursuant to Section 2 of this Article.

(7) The Custodian may retain cash in the account without investing the same.

(8) As soon as practical after the Custodian shall have received notification
of the death of a Depositor, all subsequent earnings in his account shall
be reinvested in the money market fund designated by the Depositor prior
to his death for the purpose of investment of income in accordance with
paragraph (6) of this Article. All other assets in his account shall
remain as invested until distributed in full to the Beneficiary of the
Depositor or until the Beneficiary otherwise designates.

ARTICLE XI

RESPONSIBILITY OF THE CUSTODIAN

(1) The Custodian shall have no responsibilities or duties except for those
specifically set forth in this Agreement. The Custodian shall have the
power to hold any investment in bearer form or in the name of the
Custodian or in the name of any nominee without qualification or
description.

(2) The Custodian shall have the power, pursuant to the Depositor's
directions, to write covered listed call options against existing
positions or to close such option contracts, to exercise conversion
privileges, or rights to subscribe for additional securities and to make
payments therefor.

(3) The Custodian shall have the power, pursuant to the Depositor's
directions, to invest and reinvest the assets of the account.

(4) Pursuant to the directions of the Depositor, the Custodian shall have the
power to consent or to participate in dissolutions, reorganizations,
consolidations, mergers, sales, leases, mortgages, transfers or other
changes affecting investments held by the Custodian. In the absence of
such directions the Custodian shall take no action.

(5) The Custodian shall have no duty or responsibility to diversify the
assets of the account or to insure that the investment of such assets is
authorized by the laws of any jurisdiction for purposes of trust
investment.

(6) The Custodian shall not vote any shares of investments held in the
account except in accordance with the written instructions of a Depositor.

(7) Neither the Custodian nor any agent of the Custodian shall have any
power, authority or discretion to enter into a mutual agreement,
arrangement or understanding on behalf of the Custodian or the agent, in
which the Custodian or such agent agrees to render to the Depositor,
advice which will serve as a primary basis for investment with respect to
the assets of the account and which investment advice is individualized to
the particular needs of the account.

ARTICLE XII

DESIGNATION OF BENEFICIARY

(1) Subject to applicable state law, the Depositor from time to time, may
designate any person or persons (concurrently, contingently or
successively) to whom the assets in the account are to be paid upon the
Depositor's death. In certain community property states, the Custodian
may require spousal consent to a non-spouse Beneficiary. Such designation
shall be in writing and shall continue in effect until revoked by the
Depositor during his lifetime by a subsequent designation in
writing. The Depositor is solely responsible for securing the spouse's
consent and the Custodian shall not be liable to the spouse, any
Beneficiary or any entity in regard to such consent or any payments
related thereto.

(2) If no such designation is in effect at the time of the Depositor's death
or if the designated beneficiary of the Depositor shall not survive the
Depositor, the Beneficiary shall be the spouse of the Depositor, or if
there is no spouse living at the time of the Depositor's death, the
Beneficiary shall be the estate of the Depositor.

(3) After all custodian fees have been paid, the Beneficiary shall be
entitled to the Depositor's entire interest in the event of the
Depositor's death prior to the complete distribution of the entire
interest.

ARTICLE XIII

PAYMENT OF BENEFITS

(1) The Depositor shall notify the Custodian in writing signed by the
Depositor of the time he wishes to receive his benefits and the form of
the benefit in accordance with Article IV. The Custodian shall not be
liable, for the proper application of any part of the account if the
distributions are made in accordance with the written directions of the
Depositor.

<PAGE> 16

(2) If the distribution is to be made in cash or kind the Depositor shall
direct the Custodian as to what investments are to be sold or distributed
in order to comply with the direction. If the Depositor fails to so
direct, the Custodian shall, to the extent necessary to comply with the
direction to distribute, either sell investments for cash or distribute
the assets of the account in the sole discretion of the Custodian and
without liability to the Custodian.

(3) If the Depositor dies before his entire interest in the custodial account
is distributed to him, or if the distribution has been commenced to his
surviving spouse and such surviving spouse dies before the entire interest
is distributed to such spouse, the balance of his account shall be
distributed to the Beneficiary in accordance with paragraph (3) of Article
IV at the time and in the manner as directed by the Beneficiary entitled
thereto.

(4) If the Custodian is unable to make a distribution to a Depositor or a
Beneficiary within a reasonable time after such payment is due because the
Custodian cannot ascertain the whereabouts of the Depositor or the
Beneficiary by mailing to the last known address of such individual, the
Custodian shall take no action (other than paying Custodian's fees from
the account) until such time as disbursement is possible or such funds
escheat to a governmental agency by operation of law.

(5) If the Depositor provides the Custodian written notice and evidence
satisfactory to the Custodian that the Depositor is disabled within the
meaning of Section 72(m)(7) of the Code, the Depositor may elect to
receive his interest in his account in accordance with any of the
settlement options set forth in Article IV of this Agreement. The
Custodian shall not be liable for any penalties or tax assessed because
distributions under this paragraph fail to qualify as payments
attributable to disability.

ARTICLE XIV

ROLLOVER CONTRIBUTIONS

(1) The Custodian may receive from any individual a rollover contribution as
described in Section 402(c); 403(a)(4); 403(b)(8) and 408(d)(3) of the
Code, to be invested and distributed, pursuant to this agreement. Unless
the Depositor otherwise directs the Custodian in writing, each rollover
contribution received shall be held by the Custodian in a separate account
and all earnings therefrom shall be credited to such account. The
Custodian shall not accept other contributions to such an account unless
the Depositor otherwise requests in writing. The Custodian shall have no
obligation to ascertain whether or not such rollover is proper pursuant to
the Code or the provisions of any other plan.

(2) The Custodian may receive rollover contributions consisting of property
which is obtainable through J.C. Bradford & Co. The Custodian may also
receive as a rollover contribution such other property which is approved
by the Custodian's Trust Division.

ARTICLE XV

COMPENSATION

(1) The Depositor shall be charged by the Custodian for its services under
this Agreement in accordance with the fee schedule of the Custodian in
effect from time to time. The Depositor hereby covenants and agrees to
pay the same.

(2) The Depositor shall pay to the Custodian any taxes paid by the Custodian
which may be imposed upon the account or the income thereof which the
Custodian is required to pay, as well as all expenses of administration of
the account including fees for legal services. The Depositor shall pay to
the Custodian fees charged by the Custodian (including, but not limited
to, legal fees incurred by the Custodian) for review of any divorce
decrees, divorce agreements and/or court orders involving the custodial
account and reserves the right to reject any such decrees, agreements or
orders if such documents are not specific or correct.

(3) The Depositor's account will be charged for all brokerage fees, other
selling and buying expenses, and mutual fund management fees which are
allocable to the account.

(4) In the event a Depositor (or his Beneficiary) fails to promptly pay the
taxes, expenses, liabilities, or the Custodian's fees or compensation
allocable to the account, after a demand for such payment has been made by
the Custodian on the Depositor (or his Beneficiary, as the case may be)
such liability shall be charged against the account. In this connection,
the Custodian shall to the extent necessary to pay the liabilities,
liquidate the assets of the account without liability to the Custodian.

(5) If the account is insufficient to satisfy such liabilities (including if
the account cannot be liquidated) or in the event a deficit should occur
in the account for any reason, the Custodian will charge the Depositor for
such amounts as are unsatisfied and may terminate the account as provided
in Article XVIII. All monies and property carried by the Custodian at any
time in any account of the Depositor (held either jointly, individually or
otherwise) other than a Regulated Commodity account, or which may at any
time be in the Custodian's possession or under its control for any purpose
shall be collateral subject to a general lien and security interest for
the discharge of all liabilities arising under this Agreement and of all
deficits arising in the account, however and whenever arising. Should the
Depositor fail to make any payment or satisfy any liability arising under
this Agreement or any deficit arising in the account, the Custodian is
hereby authorized to sell any property in the account of the Depositor
with the Custodian, or buy in any property which any such account may be
short, or otherwise effect settlement for the purpose of satisfying any
such liability or deficit which may arise. Any such sale, purchase or
settlement may be made at the Custodian's discretion and at its
prevailing commission rates on any exchange or market where such business
is then transacted or at public auction or private sale without notice to
the Depositor and without advertisement, tender or demand of any kind on
the Depositor, such notice, advertisement, tender or demand being hereby
expressly waived by the Depositor.

(6) The Custodian may at any time liquidate sufficient assets in the IRA to
satisfy any obligations of the IRA and the Depositor and his Beneficiary
or Beneficiaries agree to hold Custodian harmless from any taxes,
interest, penalties or other claims, liabilities or damages resulting from
or arising out of such asset liquidation and/or account termination.
Further, Depositor and his Beneficiary or Beneficiaries release Custodian
from all damage claims resulting from or arising out of such asset
liquidation.

<PAGE> 17

ARTICLE XVI

AMENDMENT

(1) This Custodial Account Agreement is intended to be and to continue as a
qualified individual retirement custodial account within the meaning of
Section 408 of the Code. The Depositor irrevocably delegates to the
Custodian the power to amend this document in writing from time to time
without the consent of the Depositor if such amendment is necessary to
comply with provisions of the Code and related regulations, or to comply
with regulatory or statutory revision or to maintain compliance with
Federal and State laws. The Depositor irrevocably delegates to the
Custodian power to amend this Agreement in writing from time to time
without the consent of the Depositor for any other amendments upon thirty
(30) days prior written notice to the Depositor setting forth such
amendment. Any amendment to the Agreement may be retroactively effective
unless otherwise required by law.

(2) Notwithstanding anything herein contained to the contrary, the Depositor
may change his investment directions (in accordance with Article X), his
beneficiary designation (in accordance with Article XII), or the time or
form for payment of benefits (in accordance with Articles IV and XIII).

(3) Neither the Depositor nor the Custodian shall have the power to amend the
Custodial Account Agreement in such manner as would cause or permit any
part of the benefits in the account to be diverted to purposes other than
for the exclusive benefit of the Depositor or his Beneficiaries unless
such amendment is necessary to conform the Custodial Account Agreement to
or satisfy the conditions of any law, governmental regulation or ruling or
to meet the requirements of the Code or any amendment thereof. Further,
neither the Depositor nor the Custodian shall have the power to amend the
Custodial Account Agreement in such manner as would cause the account to
fail to qualify as an individual retirement account under Section 408 of
the Code.

ARTICLE XVII

TERMINATION AND TRANSFER

(1) A Depositor may terminate this Custodial Account Agreement at any time by
delivery of written notice of such termination to the Custodian. Upon
such termination, the Custodian shall continue to hold the assets and
distribute them in accordance with the previous instructions of the
Depositor and the provisions of this Agreement unless the Custodian
receives other instructions from the Depositor (such as those involving a
rollover) which the Custodian may follow, without liability and without
any duty to ascertain whether such payout is proper under the provisions
of the Code or of any other plan. If such other instructions involve a
payout of the Depositor's benefits, the procedures set forth in Article
XIII hereof shall be applicable.

(2) Upon request of a Depositor in writing to the Custodian, the Custodian
shall transfer all benefits of the Depositor to the Depositor, to a
qualified employee retirement plan or to another individual retirement
account established by the Depositor. The Custodian is authorized,
however, to reserve such sum of money or investments as it may deem
advisable for payment of all its fees, compensation, costs and expenses,
or for any other liabilities constituting a charge against the assets of
the account or against the Custodian with any balance of such reserve
remaining after the payment of all such items to be paid over to the
successor trustee or Custodian. If investments are retained for the
aforesaid reasons, they shall be disposed of in accordance with Article
XIII. Upon any such transfer, the Custodian's accounting procedures set
forth in Article IX hereof shall be applicable. The Depositor assumes all
responsibility and liability for determining whether a transfer of
benefits from this Agreement is permitted by the Code or state law.

(3) This Custodial Account Agreement will be terminated in the case of
complete distribution of the assets of the Depositor's Account.

(4) The death of the Depositor shall not cause a termination of this
Custodial Account Agreement.

ARTICLE XVIII

RESIGNATION OR REMOVAL OF CUSTODIAN

(1) The Custodian may resign at any time upon thirty (30) days' notice in
writing to the Depositor and may be removed by the Depositor at any time
upon thirty (30) days' notice in writing to the Custodian. Upon such
resignation or removal, the Depositor shall appoint a qualified successor
custodian or trustee. Upon receipt by the Custodian of written acceptance
of such appointment by the successor custodian or trustee, the Custodian
shall transfer and pay over to such successor the assets of the accounts
or account and all records pertaining thereto. The Custodian is
authorized, however, to reserve such sum of money or investments as it may
deem advisable for payment of all its fees, compensation, costs and
expenses, or for payment of any other liabilities constituting a charge
against the assets of the accounts or account or against the Custodian
with any balance of such reserve remaining after the payment of all such
items to be paid over to the successor custodian or trustee. If
investments are retained for the aforesaid reasons, they shall be disposed
of in accordance with Article XIII.

(2) It shall be a condition of the removal of the Custodian by the Depositor
that the Depositor shall have appointed a qualified successor custodian or
trustee. In the event of the resignation of the Custodian and failure to
appoint a qualified successor, the Custodian may designate a successor
custodian(s) or trustee(s). Such designation or designations may be made
in the alternative specifying the order in which the custodians or
trustees names are to serve. Unless and until a custodian or trustee
named shall commence to act hereunder, the designation of such custodian
or trustee may be revoked by the custodian or trustee then acting in the
same manner as the designation of such custodian or trustee was made.

(3) In the event the Depositor fails to pay the Custodian's fees or
compensation, the account cannot be liquidated in order to pay such fees
or compensation, and the Depositor fails to appoint a successor custodian
or trustee within thirty (30) days after written notice is mailed by
Custodian, then Custodian may terminate its custodial relationship and
this individual retirement account and transfer the assets in the account
to a regular brokerage account at J.C. Bradford & Co. In such event
Custodian shall not be liable for taxes, penalties, interest or other
damages resulting therefrom.

(4) The Custodian shall substitute another trustee or custodian if the
Custodian receives notice from the Commissioner of Internal Revenue that
such substitution is required because it has failed to comply with the
requirements of Section 1.401-(12)(n) of the Income Tax Regulations.

(5) In the event a successor custodian or trustee is appointed the Custodian
shall have the power to sell all the property in the account in order to
convert such property into a form which the successor custodian or trustee
may receive.

<PAGE> 18

ARTICLE XIX

MISCELLANEOUS

(1) Unless specifically authorized in this agreement, the Custodian shall
not, with respect to the account, exercise any discretionary authority or
discretionary control respecting the management or disposition of its
assets, or any discretionary authority or responsibility in its
administration.

(2) The Custodian shall not be liable for any tax attributable to the
contribution or receipt of any excess contribution. The Custodian shall
have no duty to determine whether contributions in any year exceed the
maximum deductible for contributions to an account for federal or state
income tax purposes.

(3) The Custodian is not liable to the Depositor, his spouse, or
beneficiaries for any loss, income tax liability or any other detriment to
an account held by the Custodian pursuant to this Agreement caused by a
transaction engaged in by the Depositor, his spouse, or beneficiary that
is prohibited by Section 4975 of the Code.

(4) The Custodian shall be fully protected in acting upon any instrument,
certificate, power of attorney, appointment of investment manager or paper
believed by it to be genuine and the Custodian shall be under no duty to
make any investigation or inquiry as to any statement contained in any
such writing or other legality of such writing, but may accept the same as
conclusive evidence of the truth and accuracy of the statements therein
contained. The Custodian may rely upon, and act in accordance with, a
power of attorney given by the Depositor to any person or persons or
institution. The Depositor shall at all times duly indemnify and save
harmless the Custodian from any liability which may arise hereunder except
liability arising from the negligence or willful misconduct of the
Custodian.

(5) The Custodian shall not be liable for any losses which may result from
its failure to act in the absence of directions from the Depositor, when
such directions are prescribed by this Agreement.

(6) The Custodian shall not be liable for any act or omission made with
respect to the Custodial Account Agreement except for its intentional
misconduct or negligence.

(7) The Depositor may transfer part or all of his interest in his account to
the former spouse of the Depositor, or an individual retirement account
established by such spouse, pursuant to a divorce decree or under a
written instrument incident to a divorce.

(8) Unless otherwise required by law, the terms and conditions of this
Custodial Account Agreement shall be applicable without regard to the
community property laws of any state.

(9) The terms and provisions of this Custodial Account Agreement shall be
construed according to the principles, and in the priority, as follows:
first, in accordance with the meaning under, and which will bring the
Agreement into conformity with, the Internal Revenue Code of 1986, as
amended, and the Employee Retirement Income Security Act of 1974, as
amended; and secondly, in accordance with the laws of the State of
Tennessee. If any provisions of this Agreement shall be construed as if
such provision had never been included, then this Agreement shall be
deemed to contain the provision necessary to comply with such laws.
Wherever applicable, the masculine pronoun as used herein shall include
the feminine, and the singular the plural.

(10) The Depositor herein agrees that he shall look solely to the assets of
his account for the payment of any benefits to which he is entitled.

(11) The Depositor shall notify the Custodian of any change in the Depositor's
address.

(12) If the custodial account acquires collectibles within the meaning of
Section 408 (m) of the Code after December 31, 1981, the investment in
collectibles will be treated as a taxable distribution in an amount equal
to the cost of such collectible and taxable as such.

(13) If this custodial account is established by an employer for the exclusive
benefit of its employees or their beneficiaries, then separate records
will be maintained for the interest of each individual; provided, however,
that the employer shall secure Internal Revenue Service approval of the
custodial account pursuant to Section 408(c) of the Code.

(14) This Agreement shall not be deemed to create a trust between the
Custodian and the Depositor and his spouse or Beneficiaries.

(15) The Depositor certifies that:

(a) all contributions made to the custodial account are within the limits
specified by applicable law;

(b) all contributions made by or on behalf of the Depositor have been
made on a timely basis; and

The Custodian may rely upon all such certifications of the Depositor, and
shall not be liable for any mistake of fact or judgment with respect to any
contribution into the custodial account.

(16) It is the Depositor's responsibility and obligation to give written
notice to the Custodian of the amount of each minimum distribution
required in order to avoid the minimum distribution excise tax penalty
under federal and state laws. Such notice shall be delivered to the
Custodian not more than thirty (30) days nor less than seven (7) days
prior to each required minimum distribution date. The Custodian shall
have no duty to determine any minimum IRA distributions and shall not be
liable for any penalties, taxes or interest related thereto.

(17) If a custodial account is established for a minor, the guardian,
custodian or other legal representative of the minor shall agree in
writing to guarantee full payment of all compensation or fees payable to
the Custodian herein. No investment direction shall be accepted by the
Custodian from the minor and shall only be accepted from the guardian,
custodian or other legal representative of the minor.

<PAGE> 19

ARTICLE XX

RIGHTS OF REVOCATION

(1) This Custodian Account Agreement may be revoked by the Depositor or
rejected by the Custodian within seven (7) calendar days after the date
upon which the Adoption Agreement is signed by the Depositor, in which
event this Agreement shall be void from its inception, and all property
contributed and all fees paid by the Depositor to the Custodian shall be
returned to the Depositor. Notwithstanding the preceding sentence, the
Custodian shall execute any investment directions of the Depositor during
the seven (7) calendar days immediately following the date upon which the
Depositor signed the Custodian Account Adoption Agreement.

ARTICLE XXI

DEFINITIONS

The following words and phrases, when used herein, shall have the following
respective meanings (unless their context clearly indicates otherwise):

(1) Depositor: The individual who is eligible to establish an Individual
Retirement Custodial Account and who establishes an individual retirement
custodial account under this Agreement by executing the IRA Adoption
Agreement.

(2) Beneficiary: A person, trustee, or entity (including but not limited to
the Depositor's (or spouse's) estate, dependent (or dependents),
designated in writing by the Depositor (or surviving spouse) to receive
benefits payable under this Agreement, subsequent to the death of the
Depositor (or surviving spouse).

(3) Custodian: J.C. Bradford & Co., its successors and assigns.

(4) Code: The Internal Revenue Code of 1986, as amended. Reference to a
section of the Code shall include that section and any comparable section
or sections of any future legislation that amends, supplements or
supersedes said section.

(5) Compensation: Wages, salaries, professional fees, or other amounts
derived from or received for personal service actually rendered
(including, but not limited to commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips, and bonuses) and includes earned income, as defined in
Section 401(c)(2) of the Code (reduced by the deduction the self-employed
individual takes for contributions made to a self-employed retirement
plan). For purposes of this definition, Section 401(c)(2) shall be applied
as if the term trade or business for purposes of Section 1402 included
service described in Subsection (c)(6). Compensation does not include
amounts derived from or received as earnings or profits from property
(including, but not limited to, interest and dividends) or amounts not
includable in gross income. Compensation also does not include any amount
received as a pension or annuity or as deferred compensation. The term
"compensation" shall include any amount includable in the individual's
gross income under Section 71 of the Code with respect to a divorce or
separation instrument described in subparagraph (A) of Section 71 (b)(2)
of the Code.

<PAGE> 1
EXHIBIT (14)(b)

J. C. BRADFORD & CO.

IRS Approved

Prototype Plan Document

for

Qualified

Retirement Plans

(Money Purchase Pension/Profit Sharing)

<PAGE> 2

<TABLE>

====================================================================================
TABLE OF CONTENTS
<S> <C> <C>
SECTION ONE DEFINITIONS
1.01 Adoption Agreement............................................. 1
1.02 Basic Plan Document............................................ 1
1.03 Break In Eligibility Service................................... 1
1.04 Break In Vesting Service....................................... 1
1.05 Code........................................................... 1
1.06 Compensation................................................... 1
1.07 Custodian...................................................... 2
1.08 Disability..................................................... 2
1.09 Earned Income.................................................. 2
1.10 Effective Date................................................. 2
1.11 Eligibility Computation Period................................. 2
1.12 Employee....................................................... 2
1.13 Employer....................................................... 2
1.14 Employer Contribution.......................................... 2
1.15 Entry Dates.................................................... 2
1.16 ERISA.......................................................... 2
1.17 Forfeiture..................................................... 2
1.18 Fund........................................................... 2
1.19 Highly Compensated Employee.................................... 2
1.20 Hours of Service............................................... 3
1.21 Individual Account............................................. 3
1.22 Investment Fund................................................ 3
1.23 Key Employee................................................... 3
1.24 Leased Employee................................................ 3
1.25 Normal Retirement Age.......................................... 3
1.26 Owner-Employee................................................. 3
1.27 Participant.................................................... 4
1.28 Plan........................................................... 4
1.29 Plan Administrator............................................. 4
1.30 Plan Year...................................................... 4
1.31 Prior Plan..................................................... 4
1.32 Prototype Sponsor.............................................. 4
1.33 Self-Employed Individual....................................... 4
1.34 Separate Fund.................................................. 4
1.35 Taxable Wage Base.............................................. 4
1.36 Termination Of Employment...................................... 4
1.37 Top-Heavy Plan................................................. 4
1.38 Trustee........................................................ 4
1.39 Valuation Date................................................. 4
1.40 Vested......................................................... 4
1.41 Year Of Eligibility Service.................................... 4
1.42 Year Of Vesting Service........................................ 4

SECTION TWO ELIGIBILITY AND PARTICIPATION
2.01 Eligibility To Participate..................................... 5
2.02 Plan Entry..................................................... 5
2.03 Transfer To Or From Ineligible Class........................... 5
2.04 Return As A Participant After Break In Eligibility Service..... 5
2.05 Determinations Under This Section.............................. 5
2.06 Terms of Employment............................................ 5

SECTION THREE CONTRIBUTIONS
3.01 Employer Contributions......................................... 5
3.02 Employee Contributions......................................... 7
3.03 Rollover Contributions......................................... 7
3.04 Transfer Contributions......................................... 7
3.05 Limitation On Allocations...................................... 7

</TABLE>

<PAGE> 3

<TABLE>

<S> <C> <C>
SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS
AND VALUATION
4.01 Individual Accounts............................................ 11
4.02 Valuation Of Fund.............................................. 11
4.03 Valuation Of Individual Accounts............................... 11
4.04 Segregation Of Assets.......................................... 11
4.05 Statement Of Individual Accounts............................... 11
4.06 Modification Of Method For Valuing Individual Accounts......... 11

SECTION FIVE TRUSTEE OR CUSTODIAN
5.01 Creation Of Fund............................................... 11
5.02 Investment Authority........................................... 11
5.03 Financial Organization Custodian Or Trustee
Without Full Trust Powers...................................... 12
5.04 Financial Organization Trustee With Full Trust Powers
And Individual Trustee......................................... 12
5.05 Division Of Fund Into Investment Funds......................... 13
5.06 Compensation And Expenses...................................... 13
5.07 Not Obligated To Question Data................................. 13
5.08 Liability For Withholding On Distributions..................... 13
5.09 Resignation Or Removal Of Trustee (Or Custodian)............... 13
5.10 Degree Of Care................................................. 14
5.11 Indemnification Of Prototype Sponsor And Trustee
(Or Custodian)................................................. 14
5.12 Investment Managers............................................ 14
5.13 Matters Relating To Insurance.................................. 14
5.14 Direction Of Investments By Participant........................ 15

SECTION SIX VESTING AND DISTRIBUTION
6.01 Distribution To Participant.................................... 15
6.02 Form Of Distribution To A Participant.......................... 17
6.03 Distributions Upon The Death Of A Participant.................. 18
6.04 Form Of Distribution To Beneficiary............................ 18
6.05 Joint And Survivor Annuity Requirements........................ 18
6.06 Distribution Requirements...................................... 21
6.07 Annuity Contracts.............................................. 23
6.08 Loans To Participants.......................................... 24
6.09 Distribution In Kind........................................... 24
6.10 Direct Rollovers of Eligible Rollover Distributions............ 24

SECTION SEVEN CLAIMS PROCEDURE
7.01 Filing A Claim For Plan Distributions.......................... 25
7.02 Denial Of Claim................................................ 25
7.03 Remedies Available............................................. 25

SECTION EIGHT PLAN ADMINISTRATOR
8.01 Employer Is Plan Administrator................................. 25
8.02 Powers And Duties Of The Plan Administrator.................... 25
8.03 Expenses And Compensation...................................... 26
8.04 Information From Employer...................................... 26

SECTION NINE AMENDMENT AND TERMINATION
9.01 Right Of Prototype Sponsor To Amend The Plan................... 26
9.02 Right Of Employer to Amend The Plan............................ 26
9.03 Limitation On Power To Amend................................... 26
9.04 Amendment Of Vesting Schedule.................................. 27
9.05 Permanency..................................................... 27
9.06 Method And Procedure For Termination........................... 27
9.07 Continuance Of Plan By Successor Employer...................... 27
9.08 Failure Of Plan Qualification.................................. 27

</TABLE>

<PAGE> 4

<TABLE>
<S> <C> <C>
SECTION TEN MISCELLANEOUS
10.01 State Community Property Laws.................................. 27
10.02 Headings....................................................... 27
10.03 Gender And Number.............................................. 27
10.04 Plan Merger Or Consolidation................................... 27
10.05 Standard Of Fiduciary Conduct.................................. 27
10.06 General Undertaking Of All Parties............................. 27
10.07 Agreement Binds Heirs, Etc..................................... 28
10.08 Determination Of Top-Heavy Status.............................. 28
10.09 Special Limitations For Owner-Employees........................ 29
10.10 Inalienability Of Benefits..................................... 29

</TABLE>

<PAGE> 5
QUALIFIED RETIREMENT PLAN AND TRUST
Defined Contribution Basic Plan Document 03
================================================================================

SECTION ONE DEFINITIONS
The following words and phrases when used in the Plan with initial
capital letters shall, for the purpose of this Plan, have the meanings
set forth below unless the context indicates that other meanings are
intended:

1.01 ADOPTION AGREEMENT
Means the document executed by the Employer through which it adopts
the Plan and Trust and thereby agrees to be bound by all terms and
conditions of the Plan and Trust.

1.02 BASIC PLAN DOCUMENT
Means this prototype Plan and Trust document.

1.03 BREAK IN ELIGIBILITY SERVICE
Means a 12 consecutive month period which coincides with an
Eligibility Computation Period during which an Employee fails to
complete more than 500 Hours of Service (or such lesser number of
Hours of Service specified in the Adoption Agreement for this
purpose).

1.04 BREAK IN VESTING SERVICE
Means a Plan Year during which an Employee fails to complete more than
500 Hours of Service (or such lesser number of Hours of Service
specified in the Adoption Agreement for this purpose).

1.05 CODE
Means the Internal Revenue Code of 1986 as amended from time-to-time.

1.06 COMPENSATION
For Plan Years beginning on or after January 1, 1989, the following
definition of Compensation shall apply:

Compensation will mean Compensation as that term is defined in Section
3.05(E)(2) of the Plan. For any Self-Employed Individual covered
under the Plan, Compensation will mean Earned Income. Compensation
shall include only that Compensation which is actually paid to the
Participant during the applicable period. Except as provided
elsewhere in this Plan, the applicable period shall be the Plan Year
unless the Employer has selected another period in the Adoption
Agreement.

Unless otherwise indicated in the Adoption Agreement, Compensation
shall include any amount which is contributed by the Employer pursuant
to a salary reduction agreement and which is not includible in the
gross income of the Employee under Sections 125, 402(a)(8), 402(h) or
403(b) of the Code.

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

In determining the Compensation of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply,
except in applying such rules, the term "family" shall include only
the spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of the year.

If, as a result of the application of such rules the adjusted $200,000
limitation is exceeded, then (except for purposes of determining the
portion of Compensation up to the integration level if this Plan
provides for permitted disparity), the limitation shall be prorated
among the affected individuals in proportion to each such individual's
Compensation as determined under this Section prior to the application
of this limitation.

If Compensation for any prior Plan Year is taken into account in
determining an Employee's contributions or benefits for the current
year, the Compensation for such prior year is subject to the
applicable annual Compensation limit in effect for that prior year.
For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.

Unless otherwise indicated in the Adoption Agreement, where an
Employee enters the Plan (and thus becomes a Participant) on an Entry
Date other than the first Entry Date in a Plan Year, his Compensation
will include any such earnings paid to him during the whole of such
Plan Year.

Where this Plan is being adopted as an amendment and restatement to
bring a Prior Plan into compliance with the Tax Reform Act of 1986,
such Prior Plan's definition of Compensation shall apply for Plan
Years beginning before January 1, 1989.

In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall
not exceed the OBRA '93 annual Compensation limit. The OBRA '93
annual Compensation limit is $150,000, as adjusted by the Commissioner
for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Internal Revenue Code. The cost-of-living
adjustment in effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the OBRA '93
annual Compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination
period, and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under Section 401(a)(17) of the Code shall
mean the OBRA '93 annual Compensation limit set forth in this
provision.

If Compensation for any prior determination period is taken into
account in determining an Employee's benefits accruing in the current
Plan Year, the Compensation for that prior determination period is
subject to the OBRA '93 annual Compensation limit in effect for that
prior determination period. For this purpose, for determination
periods beginning before the first day of the first Plan Year
beginning on or after January 1, 1994, the OBRA '93 annual
Compensation limit is $150,000.
<PAGE> 6
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2

1.07 CUSTODIAN
Means an entity specified in the Adoption Agreement as Custodian or
any duly appointed successor as provided in Section 5.09.

1.08 DISABILITY
Means 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.
The permanence and degree of such impairment shall be supported by
medical evidence.

1.09 EARNED INCOME
Means the net earnings from self-employment in the trade or business
with respect to which the Plan is established, for which personal
services of the individual are a material income-producing factor.
Net earnings will be determined without regard to items not included
in gross income and the deductions allocable to such items. Net
earnings are reduced by contributions by the Employer to a qualified
plan to the extent deductible under Section 404 of the Code.

Net earnings shall be determined with regard to the deduction allowed
to the Employer by Section 164(f) of the Code for taxable years
beginning after December 31, 1989.

1.10 EFFECTIVE DATE
Means the date the Plan becomes effective as indicated in the Adoption
Agreement. However, where a separate date is stated in the Plan as of
which a particular Plan provision becomes effective, such date will
control with respect to that provision.

1.11 ELIGIBILITY COMPUTATION PERIOD
An Employee's initial Eligibility Computation Period shall be the 12
consecutive month period commencing with the date such Employee first
performs an Hour of Service (employment commencement date). His
subsequent Eligibility Computation Periods shall be the 12 consecutive
month periods commencing on the anniversaries of his employment
commencement date; provided, however, if pursuant to the Adoption
Agreement, an Employee is required to complete one or less Years of
Eligibility Service to become a Participant, then his subsequent
Eligibility Computation Periods shall be the Plan Years commencing
with the Plan Year beginning during his initial Eligibility
Computation Period.

1.12 EMPLOYEE
Means any person employed by the Employer maintaining the Plan or of
any other employer required to be aggregated with such Employer under
Sections 414(b), (c), (m) or (o) of the Code.

The term Employee shall also include any Leased Employee deemed to be
an Employee of any Employer described in the previous paragraph as
provided in Sections 414(n) or (o) of the Code.

1.13 EMPLOYER
Means any corporation, partnership, sole-proprietorship or other
entity named in the Adoption Agreement and any successor who by
merger, consolidation, purchase or otherwise assumes the obligations
of the Plan. A partnership is considered to be the Employer of each
of the partners and a sole-proprietorship is considered to be the
Employer of a sole proprietor.

1.14 EMPLOYER CONTRIBUTION
Means the amount contributed by the Employer each year as determined
under this Plan.

1.15 ENTRY DATES
Means the first day of the Plan Year and the first day of the seventh
month of the Plan Year, unless the Employer has specified more
frequent dates in the Adoption Agreement.

1.16 ERISA
Means the Employee Retirement Income Security Act of 1974 as amended
from time-to-time.

1.17 FORFEITURE
Means that portion of a Participant's Individual Account as derived
from Employer Contributions which he or she is not entitled to receive
(i.e., the nonvested portion).

1.18 FUND
Means the Plan assets held by the Trustee Custodian for the
Participants' exclusive benefit.

1.19 HIGHLY COMPENSATED EMPLOYEE
The term Highly Compensated Employee includes highly compensated
active employees and highly compensated former employees.

A highly compensated active employee includes any Employee who
performs service for the Employer during the determination year and
who, during the look-back year: (a) received Compensation from the
Employer in excess of $75,000 (as adjusted pursuant to Section 415(d)
of the Code); (b) received Compensation from the Employer in excess of
$50,000 (as adjusted pursuant to Section 415(d) of the Code) and was a
member of the top-paid group for such year; or (c) was an officer of
the Employer and received Compensation during such year that is
greater than 50% of the dollar limitation in effect under Section
415(b)(1)(A) of the Code. The term Highly Compensated Employee also
includes: (a) Employees who are both described in the preceding
sentence if the term "determination year" is substituted for the term
"look-back year" and the Employee is one of the 100 Employees who
received the most Compensation from the Employer during the
determination year; and (b) Employees who are 5% owners at any time
during the look-back year or determination year.

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

For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the 12 month period immediately preceding the
determination year.

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

If an Employee is, during a determination year or look-back year, a
family member of either a 5% owner who is an active or former Employee
or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees ranked
<PAGE> 7
================================================================================
3

on the basis of Compensation paid by the Employer during such year, then
the family member and the 5% owner or top 10 Highly Compensated
Employee shall be aggregated. In such case, the family member and 5%
owner or top 10 Highly Compensated Employee shall be treated as a single
Employee receiving Compensation and Plan contributions or benefits equal
to the sum of such Compensation and contributions or benefits of the
family member and 5% owner or top 10 Highly Compensated Employee. For
purposes of this Section, family member includes the spouse, lineal
ascendants and descendants of the Employee or former Employee and the
spouses of such lineal ascendants and descendants.

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

1.20 HOURS OF SERVICE - Means
A. Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These
hours will be credited to the Employee for the computation
period in which the duties are performed; and

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

C. Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer. The
same Hours of Service will not be credited both under paragraph
(A) or paragraph (B), as the case may be, and under this
paragraph (C). These hours will be credited to the Employee
for the computation period or periods to which the award or
agreement pertains rather than the computation period in which
the award, agreement, or payment is made.

D. Solely for purposes of determining whether a Break in
Eligibility Service or a Break in Vesting Service has occurred
in a computation period (the computation period for purposes of
determining whether a Break in Vesting Service has occurred is
the Plan Year), an individual who is absent from work for
maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to
such individual but for such absence, or in any case in which
such hours cannot be determined, 8 Hours of Service per day of
such absence. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (1) by
reason of the pregnancy of the individual, (2) by reason of a
birth of a child of the individual, (3) by reason of the
placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes
of caring for such child for a period beginning immediately
following such birth or placement. The Hours of Service
credited under this paragraph shall be credited (1) in the
Eligibility Computation Period or Plan Year in which the
absence begins if the crediting is necessary to prevent a Break
in Eligibility Service or a Break in Vesting Service in the
applicable period, or (2) in all other cases, in the following
Eligibility Computation Period or Plan Year.

E. Hours of Service will be credited for employment with other
members of an affiliated service group (under Section 414(m) of
the Code), a controlled group of corporations (under Section
414(b) of the Code), or a group of trades or businesses under
common control (under Section 414(c) of the Code) of which the
adopting Employer is a member, and any other entity required to
be aggregated with the Employer pursuant to Section 414(o) of
the Code and the regulations thereunder.

Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code
Sections 414(n) or 414(o) and the regulations thereunder.

F. Where the Employer maintains the plan of a predecessor
employer, service for such predecessor employer shall be
treated as service for the Employer.

G. The above method for determining Hours of Service may be
altered as specified in the Adoption Agreement.

1.21 INDIVIDUAL ACCOUNT
Means the account established and maintained under this Plan for each
Participant in accordance with Section 4.01.

1.22 INVESTMENT FUND
Means a subdivision of the Fund established pursuant to Section 5.05.

1.23 KEY EMPLOYEE
Means any person who is determined to be a Key Employee under Section
10.08.

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

A Leased Employee shall not be considered an Employee of the recipient
if: (1) such employee is covered by a money purchase pension plan
providing; (a) a nonintegrated employer contribution rate of at least
10% of compensation, as defined in Section 415(c)(3) of the Code, but
including amounts contributed pursuant to a salary reduction agreement
which are excludible from the employee's gross income under Section 125,
Section 402(a)(8), Section 402(h) or Section 403(b) of the Code, (b)
immediate participation, and (c) full and immediate vesting; and (2)
Leased Employees do not constitute more than 20% of the recipient's
nonhighly compensated work force.

1.25 NORMAL RETIREMENT AGE
Means the age specified in the Adoption Agreement. However, if the
Employer enforces a mandatory retirement age which is less than the
Normal Retirement Age, such mandatory age is deemed to be the Normal
Retirement Age. If no age is specified in the Adoption Agreement, the
Normal Retirement Age shall be age 59 1/2.

1.26 OWNER-EMPLOYEE
Means an individual who is a sole proprietor, or who is a partner owning
more than 10% of either the capital or profits interest of the
partnership.

<PAGE> 8
================================================================================
4

1.27 PARTICIPANT
Means any Employee or former Employee of the Employer who has met
the Plan's eligibility requirements, has entered the Plan and who
is or may become eligible to receive a benefit of any type from this
Plan or whose Beneficiary may be eligible to receive any such
benefit.

1.28 PLAN
Means the prototype defined contribution plan adopted by the
Employer. The Plan consists of this Basic Plan Document plus the
corresponding Adoption Agreement as completed and signed by the
Employer.

1.29 PLAN ADMINISTRATOR
Means the person or persons determined to be the Plan Administrator
in accordance with Section 8.01.

1.30 PLAN YEAR
Means the 12 consecutive month period which coincides with the
Employer's tax year or such other 12 consecutive month period as is
designated in the Adoption Agreement.

1.31 PRIOR PLAN
Means a plan which was amended or replaced by adoption of this Plan
document as indicated in the Adoption Agreement.

1.32 PROTOTYPE SPONSOR
Means the entity specified in the Adoption Agreement. Such entity
must meet the definition of a sponsoring organization set forth in
Section 3.07 of Revenue Procedure 89-9.

1.33 SELF-EMPLOYED INDIVIDUAL
Means an individual who has Earned Income for the taxable year
from the trade or business for which the Plan is established; also,
an individual who would have had Earned income but for the fact that
the trade or business had no net profits for the taxable year.

1.34 SEPARATE FUND
Means a subdivision of the Fund held in the name of a particular
Participant representing certain assets held for that Participant.
The assets which comprise a Participant's Separate Fund are those
assets earmarked for him and those assets subject to the
Participant's individual direction pursuant to Section 5.14.

1.35 TAXABLE WAGE BASE
Means, with respect to any taxable year, the maximum amount of
earnings which may be considered wages for such year under Section
3121(a)(1) of the Code.

1.36 TERMINATION OF EMPLOYMENT
A Termination of Employment of an Employee of an Employer shall
occur whenever his status as an Employee of such Employer ceases for
any reason other than his death. An Employee who does not return to
work for the Employer on or before the expiration of an authorized
leave of absence from such Employer shall be deemed to have incurred
a Termination of Employment when such leave ends.

1.37 TOP-HEAVY PLAN
This Plan is a Top-Heavy Plan for any Plan Year if it is determined
to be such pursuant to Section 10.08.

1.38 TRUSTEE
Means an individual, individuals or corporation specified in the
Adoption Agreement as Trustee or any duly appointed successor as
provided in Section 5.09. Trustee shall mean Custodian in the event
the financial organization named as Trustee does not have full trust
powers.

1.39 VALUATION DATE
Means 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 when the assets of the Fund are valued
at their then fair market value.

1.40 VESTED
Means nonforfeitable, that is, a claim which is unconditional
and legally enforceable against the Plan obtained by a Participant or
his Beneficiary to that part of an immediate or deferred benefit
under the Plan which arises from a Participant's Years of Vesting
Service.

1.41 YEAR OF ELIGIBILITY SERVICE
Means a 12-consecutive month period which coincides with an
Eligibility Computation period during which an Employee completes at
least 1,000 Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement for this purpose.)

1.42 YEAR OF VESTING SERVICE
Means a Plan Year during which an Employee completes at least
1,000 Hours of Service (or such lesser number of Hours of Service
specified in the Adoption Agreement for this purpose.)

In the case of a Participant who has 5 or more consecutive
Breaks in Vesting Service, all Years of Vesting Service after such
Breaks in Vesting Service will be disregarded for the purpose of
determining the Vested portion of his Individual Account derived
from Employer Contributions that accrued before such breaks. Such
Participant's prebreak service will count in vesting the postbreak
Individual Account derived from Employer Contributions only if either:

(A) such Participant had any Vested right to any portion of his
Individual Account derived from Employer Contributions at
the time of his Termination of Employment; or

(B) upon returning to service, the number of consecutive Breaks
in Vesting Service is less than his number of Years of
Vesting Service before such breaks.

Separate subaccounts will be maintained for the Participant's
prebreak and postbreak portions of his Individual Account derived
from Employer Contributions. Both subaccounts will share in the
gains and losses of the Fund.

<PAGE> 9
================================================================================
5

Years of Vesting Service shall not include any period of time excluded
from Years of Vesting Service in the Adoption Agreement.

In the event the Plan Year is changed to a new 12-month period, Employees
shall receive credit for Years of Vesting Service, in accordance with the
preceding provisions of this definition, for each of the Plan Years (the
old and new Plan Years) which overlap as a result of such change.

SECTION TWO ELIGIBILITY AND PARTICIPATION
2.01 ELIGIBILITY TO PARTICIPATE
Each Employee of the Employer, except those Employees who belong to a
class of Employees which is excluded from participation as indicated in
the Adoption Agreement, shall be eligible to participate in this Plan
upon the satisfaction of the age and Years of Eligibility Service
requirements specified in the Adoption Agreement.

2.02 PLAN ENTRY
A. If this Plan is a replacement of a Prior Plan by amendment or
restatement, each Employee of the Employer who was a Participant in
said Prior Plan before the Effective Date shall continue to be a
Participant in this Plan.

B. An Employee will become a Participant in the Plan as of the Effective
Date if he has met the eligibility requirements of Section 2.01 as of
such date. After the Effective Date, each Employee shall become a
Participant on the first Entry Date following the date the Employee
satisfies the eligibility requirements of Section 2.01.

C. The Plan Administrator shall notify each Employee who becomes eligible
to be a Participant under this Plan and shall furnish him with the
application form, enrollment forms or other documents which are
required of Participants. The eligible Employee shall execute such
forms or documents and make available such information as may be
required in the administration of the Plan.

2.03 TRANSFER TO OR FROM INELIGIBLE CLASS
If an Employee who had been a Participant becomes eligible to participate
because he is no longer a member of an eligible class of Employees, but
has not incurred a Break in Eligibility Service, such Employee shall
participate immediately upon his return to an eligible class of
Employees. If such Employee incurs a Break in Eligibility Service, his
eligibility to participate shall be determined by Section 2.04.

An Employee who is not a member of the eligible class of Employees will
become a Participant immediately upon becoming a member of the eligible
class provided such Employee has satisfied the age and Years of
Eligibility Service requirements. If such Employee has not satisfied
the age and Years of Eligibility Service requirements as of the date he
becomes a member of the eligible class, he shall become a Participant on
the first Entry Date following the date he satisfies said requirements.

2.04 RETURN AS A PARTICIPANT AFTER BREAK IN ELIGIBILITY SERVICE
A. Employee Not Participant Before Break - If an Employee incurs a Break
in Eligibility Service before satisfying the Plan's eligibility
requirements, such Employee's Years of Eligibility Service before
such Break in Eligibility Service will not be taken into account.

B. Nonvested Participants - In the case of a Participant who does not
have a Vested interest in his Individual Account derived from
Employer Contributions, Years of Eligibility Service before a period
of consecutive Breaks in Eligibility Service will not be taken into
account for eligibility purposes if the number of consecutive Breaks
in Eligibility Service in such period equals or exceeds the greater
of 5 or the aggregate number of Years of Eligibility Service before
such break. Such aggregate number of Years of Eligibility Service
will not include any Years of Eligibility Service disregarded under
the preceding sentence by reason of prior breaks.

If a Participant's Years of Eligibility Service are disregarded
pursuant to the preceding paragraph, such Participant will be treated
as a new Employee for eligibility purposes. If a Participant's
Years of Eligibility Service may not be disregarded pursuant to the
preceding paragraph, such Participant shall continue to participate
in the Plan, or, if terminated, shall participate immediately upon
reemployment.

C. Vested Participants - A Participant who has sustained a Break in
Eligibility Service and who had a Vested interest in all or a portion
of his Individual Account derived from Employer Contributions shall
continue to participate in the Plan, or, if terminated, shall
participate immediately upon reemployment.

2.05 DETERMINATION UNDER THIS SECTION
The Plan Administrator shall determine the eligibility of each Employee
to be a Participant. This determination shall be conclusive and binding
upon all persons except as otherwise provided herein or by law.

2.06 TERMS OF EMPLOYMENT
Neither the fact of the establishment of the Plan nor the fact that a
common law Employee has become a Participant shall give to that common
law Employee any right to continued employment; nor shall either fact
limit the right of the Employer to discharge or to deal otherwise with
a common law Employee without regard to the effect such treatment may
have upon the Employee's rights under the Plan.

SECTION THREE CONTRIBUTIONS
3.01 EMPLOYER CONTRIBUTIONS
A. Obligation to Contribute - The Employer shall make contributions to
the Plan in accordance with the contribution formula specified in the
Adoption Agreement. If this Plan is a profit sharing plan, the
Employer shall, in its sole discretion, make contributions without
regard to current or accumulated earnings or profits.

B. Allocation Formula and the Right to Share in the Employer
Contribution -

1. General - The Employer Contribution for a Plan Year will be
allocated or contributed to the Individual Accounts of qualifying
Participants in accordance with the allocation or contribution
formula specified in the Adoption Agreement. The Employer
Contribution for any Plan Year will be allocated to each
Participant's Individual Account as of the last day of that Plan
Year.
<PAGE> 10
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6

Any Employer Contribution for a Plan Year must satisfy Section 401(a)(4)
and the regulations thereunder for such Plan Year.

2. Qualifying Participants - A Participant is a qualifying Participant and is
entitled to share in the Employer Contribution for any Plan Year if (1) he
was a Participant on at least one day during the Plan Year, (2) if this
Plan is a nonstandardized plan, he completes a Year of Vesting Service
during the Plan Year and (3) where the Employer has selected the "last day
requirement" in the Adoption Agreement, he is an Employee of the Employer on
the last day of the Plan Year (except that this last requirement (3) shall
not apply if the Participant has died during the Plan Year or incurred a
Termination of Employment during the Plan year after having reached his
Normal Retirement Age or having incurred a Disability). Notwithstanding
anything in this paragraph to the contrary, a Participant will not be a
qualifying Participant for a Plan Year if he incurs a Termination of
Employment during such Plan Year with not more than 500 Hours of Service
if he is not an Employee on the last day of the Plan Year. The
determination of whether a Participant is entitled to share in the
Employer Contribution shall be made as of the last day of each Plan Year.

3. Special Rules for Integrated Plans - If the Employer has selected the
integrated contribution or allocation formula in the Adoption Agreement,
then the maximum disparity rate shall be determined in accordance with
the following table.

MAXIMUM DISPARITY RATE
<TABLE>
<CAPTION>

Integration Level Money Purchase Top-Heavy Profit Sharing Nontop-Heavy Profit Sharing
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Taxable Wage Base (TWB) 5.7% 2.7% 5.7%

More than 50 but not more than X* 5.7% 2.7% 5.7%

More than X* of TWB but not more
than 80% of TWB 4.3% 1.3% 4.3%

More than 80% of TWB but not
more than TWB 5.4% 2.4% 5.4%

* X means the greater of $10,000 or 20% of TWB.
</TABLE>

C. Allocation of Forfeitures - Forfeitures for a Plan Year which arise as a
result of the application of Section 6.01(D) shall be allocated as follows:

1. Profit Sharing Plan - If this is a profit sharing plan, Forfeiture shall
be allocated in the manner provided in Section 3.01(B) (for Employer
Contributions) to the Individual Accounts of Participants who are
entitled to share in the Employer Contribution for such Plan Year:

2. Money Purchase Pension and Target Benefit Plan - If this Plan is a
money purchase pension plan or a target benefit plan, Forfeitures
shall be applied towards the reduction of Employer Contributions to
the Plan. However, if the Employer has indicated in the Adoption
Agreement that Forfeitures shall be allocated to the Individual
Accounts of Participants, then Forfeitures shall be allocated in the
manner provided in Section 3.01(B) (for Employer Contributions) to
the Individual Accounts of Participants who are entitled to share in
the Employer Contributions for such Plan Year.

D. Timing of Employer Contribution - The Employer Contribution for each Plan
Year shall be delivered to the Trustee (or Custodian, if applicable) not
later than the due date for filing the Employer's income tax return for
its fiscal year in which the Plan Year ends, including extensions thereof.

E. Minimum Allocation for Top-Heavy Plans - The contribution and allocation
provisions of this Section 3.01(E) shall apply for any Plan Year with
respect to which this Plan is a Top-Heavy Plan.

1. Except as otherwise provided in (3) and (4) below, the Employer
Contributions and Forfeitures allocated on behalf of any Participant
who is not a Key Employee shall not be less than the lesser of 3% of
such Participant's Compensation or (in the case where the Employer
has no defined benefit plan which designates this Plan to satisfy
Section 401 of the Code) the largest percentage of Employer
Contributions and Forfeitures, as a percentage of the first $200,000
(increased by any cost of living adjustment made by the Secretary of
Treasury or his delegate) of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year. The minimum
allocation is determined without regard to any Social Security
contribution. This minimum allocation shall be made even though under
other Plan provisions, the Participant would not otherwise be entitled
to receive an allocation, or would have received a lesser allocation
for the year because of (a) the Participant's failure to complete 1,000
Hours of Service (or any equivalent provided in the Plan), or (b) the
Participant's failure to make mandatory Employee Contributions to the
Plan, or (c) Compensation less than a stated amount.

2. For purposes of computing the minimum allocation, Compensation shall
mean Compensation as defined in Section 1.06 of the Plan.

3. The provision in (1) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year.

4. The provision in (1) above shall not apply to any Participant to the
extent the Participant is covered under any other plan or plans of the
Employer and the Employer has provided in the Adoption Agreement that
the minimum allocation or benefit requirement applicable to Top-Heavy
Plans will be met in the other plan or plans.

5. The minimum allocation required under this Section 3.01(E) and Section
3.01(F)(1) to the extent required to be nonforfeitable under Code
Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B)
or 411(a)(3)(D).

F. Special Requirements for Paired Plans - The Employer maintains paired plans
if the Employer has adopted both a standardized profit sharing plan and a
standardized money purchase pension plan using this Basic Plan Document.
<PAGE> 11
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7

1. Minimum Allocation - The mandatory minimum allocation provision of
Section 3.01(E) shall not apply to any Participant if the
Employer maintains paired plans. Rather, for each Plan Year, the
Employer will provide a minimum contribution equal to 3% of
Compensation for each non-Key Employee who is entitled to a minimum
contribution. Such minimum contribution will only be made to one of
the Plans. If an Employee is a Participant in only one of the
Plans, the minimum contribution shall be made to that Plan. If the
Employee is a Participant in both Plans, the minimum contribution
shall be made to the money purchase plan.

2. Only One Plan can be Integrated - If the Employer maintains paired
plans, only one of the Plans may provide for the disparity in
contributions which is permitted under Section 401(l) of the Code.
In the event that both Adoption Agreements provide for such
integration, only the money purchase pension plan shall be deemed to
be integrated.

G. Return of the Employer Contribution to the Employer Under Special
Circumstances - Any contribution made by the Employer because of a
mistake of fact must be returned to the Employer within one year of
the contribution.

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

In the event that a contribution made by the Employer under this Plan
is conditioned on deductibility and is not deductible under Code
Section 404, the contribution, to the extent of the amount disallowed,
must be returned to the Employer within one year after the deduction is
disallowed.

H. Omission of Participant

1. If the Plan is a money purchase plan or a target benefit plan and,
if in any Plan Year, any Employee who should be included as a
Participant is erroneously omitted and discovery of such omission
is not made until after a contribution by the Employer for the
year has been made and allocated, the Employer shall make a
subsequent contribution with respect to the omitted Employee in
the amount which the Employer would have contributed with respect
to that Employee had he not been omitted.

2. If the Plan is a profit sharing plan, and if in any Plan Year, any
Employee who should be included as a Participant is erroneously
omitted and discovery of such omission is not made until after the
Employer Contribution has been made and allocated, then the Plan
Administrator must re-do the allocation (if a correction can be
made) and inform the Employee. Alternatively, the Employer may
choose to contribute for the omitted Employee the amount which the
Employer would have contributed for him.

3.02 EMPLOYEE CONTRIBUTIONS
This Plan will not accept nondeductible employee contributions and
matching contributions for Plan Years beginning after the Plan Year in
which this Plan is adopted by the Employer. Employee contributions for
Plan Years beginning after December 31, 1986, together with any matching
contributions as defined in Section 401(m) of the Code, will be limited
so as to meet the nondiscrimination test of Section 401(m) of the Code.

A separate account will be maintained by the Plan Administrator for the
nondeductible employee contributions of each Participant.

A Participant may, upon a written request submitted to the Plan
Administrator, withdraw the lesser of the portion of his Individual
Account attributable to his nondeductible employees contributions or the
amount he contributed as nondeductible employee contributions.

Employee contributions and earnings thereon will be nonforfeitable at all
times. No Forfeiture will occur solely as a result of an Employee's
withdrawal of employee contributions.

The Plan Administrator will not accept deductible employee contributions
which are made for a taxable year beginning after December 31, 1986.
Contributions made prior to that date will be maintained in a separate
account which will be nonforfeitable at all times. The account will
share in the gains and losses of the Fund in the same manner as described
in Section 4.03 of the Plan. No part of the deductible employee
contribution account will be used to purchase life insurance. Subject to
Section 6.05, joint and survivor annuity requirements (if applicable),
the Participant may withdraw any part of the deductible employee
contribution account by making a written application to the Plan
Administrator.

3.03 ROLLOVER CONTRIBUTIONS
If the Plan Administrator so permits in a uniform and nondiscriminatory
manner, an Employee may contribute a rollover contribution to the Plan;
provided that such Employee submits a written certification, satisfactory
to the Trustee (or Custodian), that the contribution qualifies as a
rollover contribution.

A separate account shall be maintained by the Plan Administrator for each
Employee's rollover contributions which will be nonforfeitable at all
times. Such account will share in the income and gains and losses of the
Fund in the manner described in Section 4.03 and shall be subject to the
Plan's provisions governing distributions.

For purposes of this Section 3.03, "rollover contribution" means a
contribution described in Sections 402(a)(5), 403(a)(4) or 408(d)(3) of
the Code or in any other provision which may be added to the Code which
may authorize rollovers to the Plan.

3.04 TRANSFER CONTRIBUTIONS
If the Plan Administrator so permits in a uniform and nondiscriminatory
manner, the Trustee (or Custodian, if applicable) may receive any
amounts transferred to it from the trustee or custodian of another plan
qualified under Code Section 401(a)

A separate account shall be maintained by the Plan Administrator for each
Employee's transfer contributions which will be nonforfeitable at all
times. Such account will share in the income and gains and losses of the
Fund in the manner described in Section 4.03 and shall be subject to the
Plan's provisions governing distributions.

3.05 LIMITATIONS ON ALLOCATIONS
A. If the Participant does not participate in, and has never participated
in another qualified plan maintained by the Employer or a welfare
benefit fund, as defined in Section 419(e) of the Code maintained by
the Employer, or an individual medical account, as defined in Section
415(l)(2) of the Code, maintained by the Employer, which provides an
annual addition as defined in Section 3.05(E)(1), the following rules
shall apply:

<PAGE> 12
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8

1. The amount of annual additions which may be credited to the Participant's
Individual Account for any limitation year will not exceed the lesser
of the maximum permissible amount or any other limitation contained in
this Plan. If the Employer Contribution that would otherwise be
contributed or allocated to the Particpant's Individual Account would
cause the annual additions for the limitation year to exceed the maximum
permissible amount, the amount contributed or allocated will be reduced
so that the annual additions for the limitation year will equal the
maximum permissible amount.

2. Prior to determining the Participant's actual compensation for the
limitation year, the Employer may determine the maximum permissible
amount for a Participant on the basis of a reasonable estimation of the
Participant's Compensation for the limitation year, uniformly determined
for all participants similarly situated.

3. As soon as is administratively feasible after the end of the limitation
year, the maximum permissible amount for the limitation year will be
determined on the basis of the Participant's actual compensation for the
limitation year.

4. If pursuant to Section 3.05(A)(3) or as a result of the allocation of
Forfeitures there is an excess amount, the excess will be disposed of as
follows:

a. Any nondeductible voluntary employee contributions, to the extent they
would reduce the excess amount, will be returned to the Participant;

b. If after the application of paragraph (a) an excess amount still
exists, and the Participant is covered by the Plan at the end
of the limitation year, the excess amount in the Participant's
Individual Account will be used to reduce Employer Contributions
(including any allocation of Forfeitures) for such Participant in the
next limitation year, and each succeeding limitation year if necessary;

c. If after the application of paragraph (a) an excess amount still
exists, and the Participant is not covered by the Plan at the
end of a limitation year, the excess amount will be held unallocated
in a suspense account. The suspense account will be applied to reduce
future Employer Contributions (including allocation of any
Forfeitures) for all remaining Participants in the next limitation
year, and each succeeding limitation year if necessary;

d. If a suspense account is in existence at any time during a limitation
year pursuant to this Section, it will not participate in the
allocation of the Fund's investment gains and losses. If a suspense
account is in existence at any time during a particular limitation
year, all amounts in the suspense account must be allocated and
reallocated to Participants' Individual Accounts before any Employer
Contributions or any Employee contributions may be made to the Plan
for that limitation year. Excess amounts may not be distributed to
Participants or former Participants.

B. If, in addition to this Plan, the Participant is covered under another
qualified master or prototype defined contribution plan maintained by
the Employer, a welfare benefit fund, as defined in Section 419(e) of the
Code maintained by the Employer, or an individual medical account, as
defined in Section 415(l)(2) of the Code, maintained by the Employer, which
provides an annual addition as defined in Section 3.05(E)(1), during any
limitation year, the following rules apply:

1. The annual additions which may be credited to a Participant's Individual
Account under this Plan for any such limitation year will not exceed
the maximum permissible amount reduced by the annual additions credited
to a Participant's Individual Account under the other plans and welfare
benefit funds for the same limitation year. If the annual additions with
respect to the Participant under other defined contribution plans and
welfare benefit funds maintained by the employer are less than the
maximum permissible amount and the Employer Contribution that would
otherwise be contributed or allocated to the Participant's Individual
Account under this Plan would cause the annual additions for the
limitation year to exceed this limitation, the amount contributed or
allocated will be reduced so that the annual additions under all such
plans and funds for the limitation year will equal the maximum
permissible amount. If the annual additions with respect to the
Participant under such other defined contribution plans and welfare
benefit funds in the aggregate are equal to or greater than the maximum
permissible amount, no amount will be contributed or allocated to the
Participant's Individual Account under this Plan for the limitation year.

2. Prior to determining the Participant's actual compensation for the
limitation year, the Employer may determine the maximum permissible
amount for a Participant in the manner described in Section 3.05(A)(2).

4. If, pursuant to Section 3.05(B)(3) or as a result of the allocation of
Forfeitures, a Participant's annual additions under this Plan and such
other plans would result in an excess amount for a limitation year, the
excess amount will be deemed to consist of the annual additions last
allocated, except that annual additions attributable to a welfare benefit
fund or individual medical account will be deemed to have been allocated
first regardless of the actual allocation date.

5. If an excess amount was allocated to a Participant on an allocation date
of this Plan which coincides with an allocation date of another plan, the
excess amount attributed to this Plan will be the product of,

a. the total excess amounts allocated as of such date, times

b. the ratio of (i) the annual additions allocated to the Participant for
the limitation year as of such date under this Plan to (ii) the
total annual additions allocated to the Participant for the limitation
year as of such date under this and all the other qualified master or
prototype defined contribution plans.

6. Any excess amount attributed to this Plan will be disposed in the manner
described in Section 3.05(a)(4).

C. If the Participant is covered under another qualified defined contribution
plan maintained by the Employer which is not a master or prototype
plan, annual additions which may be credited to the Participant's Individual
Account under this Plan for any limitation year will be limited in
accordance with Sections 3.05(B)(1) through 3.05(B)(6) as though the other
plan were a master or prototype plan unless the Employer provides other
limitations in the Section of the Adoption Agreement titled "Limitation on
Allocation - More Than One Plan."
<PAGE> 13
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9

D. If the Employer maintains, or at any time maintained, a qualified defined
benefit plan covering any Participant in this Plan, the sum of the
Participant's defined benefit plan fraction and defined contribution plan
fraction will not exceed 1.0 in any limitation year. The annual additions
which may be credited to the Participant's Individual Account under this
Plan for any limitation year will be limited in accordance with the
Section of the Adoption Agreement titled "Limitation on Allocation - More
Than One Plan."

E. The following terms shall have the following meanings when used in this
Section 3.05;

1. Annual additions: The sum of the following amounts credited to a
Participant's Individual Account for the limitation year:

a. Employer Contributions,

b. Employee contributions,

c. Forfeitures, and

d. amounts allocated, after March 31, 1984, to an individual medical
account, as defined in Section 415(1)(2) of the Code, which is part
of a pension or annuity plan maintained by the Employer are treated
as annual additions to a defined contribution plan. Also amounts
derived from contributions paid or accrued after December 31, 1985,
in taxable years ending after such date, which are attributable to
post-retirement medical benefits, allocated to the separate account
of a key employee, as defined in Section 419A(d)(3) of the Code,
under a welfare benefit fund, as defined in Section 419(e) of the
Code, maintained by the Employer are treated as annual additions to
a defined contribution plan.

For this purpose, any excess amount applied under Section 3.05(A)(4)
or 3.05(B)(6) in the limitation year to reduce Employer
Contributions will be considered annual additions for such
limitation year.

2. Compensation: As elected by the Employer in the Adoption Agreement (and if
no election is made, Section 3401(a) wages will be deemed to have been
selected), Compensation shall mean all of a Participant's:

a. Section 3121 wages. Wages as defined in Section 3121(a) of the Code,
for purposes of calculating Social Security taxes, but determined
without regard to the wage base limitation in Section 3121(a)(1), the
special rules in Section 3121(v), any rules that limit covered
employment based on the type or location of an Employee's Employer, and
any rules that limit the remuneration included in wages based on
familial relationship or based on the nature or location of the
employment or the services performed (such as the exceptions to the
definitions of employment in Section 3121(b)(1) through (20)).

b. Section 3401(a) wages. Wages as defined in Section 3401(a) of the
Code, for the purposes of income tax withholding at the source but
determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or
the services performed (such as the exception for agricultural labor in
Section 3401(a)(2)).

c. 413 safe-harbor compensation. Wages, salaries, and fees for
professional services and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with the Employer
maintaining the Plan to the extent that the amounts are includable in
gross income (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances), and excluding the following:

1. Employer contributions to a plan of deferred compensation which are
not includible in the Employee's gross income for the taxable year
in which contributed, or employer contributions under a simplified
employee pension plan to the extent such contributions are
deductible by the Employee, or any distributions from a plan of
deferred compensation;

2. Amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;

3. Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and

4. Other amounts which received special tax benefits, or contributions
made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section
403(b) of the Code (whether or not the amounts are actually
excludible from the gross income of the Employee).

For any Self-Employed Individual Compensation will mean Earned
Income. For limitation years beginning after December 31, 1991,
for purposes of applying the limitations of this Section 3.05,
compensation for a limitation year is the compensation actually
paid or includible in gross income during such limitation year.

Notwithstanding the preceding sentence, compensation for a
Participant in a defined contribution plan who is permanently and
totally disabled (as defined in Section 22(e)(3) of the Code) is
the compensation such Participant would have received for the
limitation year if the Participant had been paid at the rate of
compensation paid immediately before becoming permanently and
totally disabled; such imputed compensation for the disabled
participant may be taken into account only if the Participant is
not a Highly Compensated Employee (as defined in Section 414(q)
of the Code) and contributions made on behalf of such Participant
are nonforfeitable when made.

3. Defined benefit fraction: A fraction, the numerator of which is the sum of
the Participant's projected annual benefits under all the defined benefit
plans (whether or not terminated) maintained by the Employer, and the
denominator of which is the lesser of 125% of the dollar limitation
determined for the limitation year under Section 415(b) and (d) of the
Code or 140% of the highest average compensation, including any adjustments
under Section 415(b) of the Code.

Notwithstanding the above, if the Participant was a Participant as of the
first day of the first limitation year beginning after December 31, 1986, in
one or more defined benefit plans maintained by the employer which were in
existence on May 6, 1986, the denominator of this fraction will not be less
than 125% of the sum of the annual benefits under such plans which the
participant had accrued as of the close of the last limitation year
beginning

<PAGE> 14
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10

before January 1, 1987, disregarding any changes in the terms and
conditions of the plan after May 5, 1986. The preceding sentence applies
only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Section 415 of the Code for all limitation
years beginning before January 1, 1987.

4. Defined contribution dollar limitation: $30,000 or if greater, one-fourth
of the defined benefit dollar limitation set forth in Section 415(b)(1) of
the Code as in effect for the limitation year.

5. Defined contribution fraction: A fraction, the numerator of which is the
sum of the annual additions to the Participant's account under all the
defined contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior limitation years (including the
annual additions attributable to the Participant's nondeductible employee
contributions to all defined benefit plans, whether or not terminated,
maintained by the Employer, and the annual additions attributable to all
welfare benefit funds, as defined in Section 419(e) of the Code, and
individual medical accounts, as defined in Section 415(1)(2) of the Code,
maintained by the Employer), and the denominator of which is the sum of the
maximum aggregate amounts for the current and all prior limitation years of
service with the Employer (regardless of whether a defined contribution
plan was maintained by the Employer). The maximum aggregate amount in any
limitation year is the lesser of 125% of the dollar limitation determined
under Section 415(b) and (d) of the Code in effect under Section
415(c)(1)(A) of the Code or 35% of the Participant's compensation for such
year.

If the Employee was a participant as of the end of the first day of the
first limitation year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted
if the sum of this fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the adjustment,
an amount equal to the product of (1) the excess of the sum of the
fractions over 1.0 times (2) the denominator of this fraction, will be
permanently subtracted from the numerator of this fraction. The adjustment
is calculated using the fractions as they would be computed as of the end
of the last limitation year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan made after
May 5, 1986, but using the Section 415 limitation applicable to the first
limitation year beginning on or after January 1, 1987.

The annual addition for any limitation year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as annual
additions.

6. Employer: For purposes of this Section 3.33, Employer shall mean the
Employer that adopts this Plan, and all members of a controlled group
of corporations (as defined in Section 414(b) of the Code as modified by
Section 415(h)), all commonly controlled trades or businesses (as defined
in Section 414(c) as modified by Section 413(h)) or affiliated service
groups (as defined in Section 414(m)) of which the adopting Employer is a
part, and any other entity required to be aggregated with the Employer
pursuant to regulations under Section 414(o) of the Code.

7. Excess amount: The excess of the Participant's annual additions for the
limitation year over the maximum permissible amount.

8. Highest average compensation: The average compensation for the three
consecutive years of service with the Employer that produces the highest
average.

9. Limitation year: A calendar year, or the 12-consecutive month period
elected by the Employer in the Section of the Adoption Agreement titled
"Limitation on Allocation - More Than One Plan." All qualified plans
maintained by the Employer must use the same limitation year. If the
limitation year is amended to a different 12-consecutive month period, the
new limitation year must begin on a date within the limitation year in which
the amendment is made.

10. Master or prototype plan: A plan the form of which is the subject of a
favorable opinion letter from the Internal Revenue Service.

11. Maximum permissible amount: The maximum annual addition that may be
contributed or allocated to a Participant's Individual Account under the
Plan for any limitation year shall not exceed the lesser of:

a. the defined contribution dollar limitation or

b. 25% of the Participant's compensation for the limitation year.

The compensation limitation referred to in (b) shall not apply to any
contribution for medical benefits (within the meaning of Section 401(h)
or Section 419A(f)(2) of the Code) which is otherwise treated as an
annual addition under Section 415(l)(1) or 419A(d)(2) of the Code.

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

Number of months in the short limitation year
---------------------------------------------
12

12. Projected annual benefit. The annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or qualified joint
and survivor annuity) to which the Participant would be entitled under the
terms of the Plan assuming:

a. the Participant will continue employment until normal retirement age
under the Plan (or current age, if later), and

b. the Participant's compensation for the current limitation year and all
other relevant factors used to determine benefits under the Plan will
remain constant for all future limitation years.

<PAGE> 15
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11
SECTION FOUR INDIVIDUAL ACCOUNTS OF PARTICIPANTS AND VALUATION
4.01 INDIVIDUAL ACCOUNTS
A. The Plan Administrators shall establish and maintain an Individual
Account in the names of each Participant to reflect the total value
of his interest in the Fund. Each Individual Account established
hereunder shall consist of such subaccounts as may be needed for each
Participant including;

1. a subaccount to reflect Employer Contributions and Forfeitures
allocated on behalf of a Participant;

2. a subaccount to reflect a Participant's rollover contributions;

3. a subaccount to reflect a Participant's transfer contributions;

4. a subaccount to reflect a Participant's nondeductible employee
contributions; and

5. a subaccount to reflect a Participant's deductible employee
contributions.

Such subaccounts are primarily for accounting purposes, and do not
necessarily require a segregation of the Fund.

B. The Plan Administrator may establish additional accounts as it may
deem necessary for the proper administration of the Plan, including,
but not limited to, a suspense account for Forfeitures as required
pursuant to Section 6.01(D).

4.02 VALUATION OF FUND
The Fund will be valued each Valuation Date at fair market value.

4.03 VALUATION OF INDIVIDUAL ACCOUNTS
A. Where all or a portion of the assets of a Participant's Individual
Account are invested in a Separate Fund for the Participant, then
the value of that portion of such Participant's Individual Account at
any relevant time equals the sum of the fair market values of the
assets in such Separate Fund, less any applicable charges or
penalties.

B. The fair market value of the remainder of each Individual Account is
determined in the following manner:

1. First, the portion of the Individual Account invested in each
Investment Fund as of the previous Valuation Date is determined.
Each such portion is reduced by any withdrawal made from the
applicable Investment Fund to or for the benefit of a Participant
or his Beneficiary, further reduced by any amounts forfeited by
the Participant pursuant to Section 6.01(D) and further reduced
by any transfer to another Investment Fund since the previous
Valuation Date. The resulting amounts are the net Individual
Account portions invested in the Investment Funds.

2. Secondly, the net Individual Account portions invested in each
Investment Fund are adjusted upwards or downwards, pro rata
(i.e., ratio of each net Individual Account portion to the sum
of all net Individual Account portions) so that the sum of all
the net Individual Account portions invested in an Investment
Fund will equal the then fair market value of the Investment
Fund. Notwithstanding the previous sentence, for the first Plan
Year only, the net Individual Account portions shall be the sum
of all contributions made to each Participant's Individual
Account during the first Plan Year.

3. Thirdly, any contributions to the Plan and Forfeitures are
allocated in accordance with the appropriate allocation
provisions of Section 3. For purposes of Section 4,
contributions made by the Employer for any Plan Year but after
that Plan Year will be considered to have been made on the last
day of that Plan Year regardless of when paid to the Trustee (or
Custodian, if applicable).

Amounts contributed between Valuation Dates will not be credited
with investment gains or losses until the next following
Valuation Date.

4. Finally, the portions of the Individual Account invested in each
Investment Fund (determined in accordance with (1),(2) and (3)
above) are added together.

4.04 SEGREGATION OF ASSETS
If a Participant elects a mode of distribution other than a lump sum,
the Plan Administrator may place that Participant's account balance into
a segregated Investment Fund for the purpose of maintaining the necessary
liquidity to provide benefit installments on a periodic basis.

4.05 STATEMENT OF INDIVIDUAL ACCOUNTS
No later than 270 days after the close of each Plan Year, the Plan
Administrator shall furnish a statement to each Participant indicating
the Individual Account balances of such Participant as of the last
Valuation Date in such Plan Year.

4.06 MODIFICATION OF METHOD FOR VALUING INDIVIDUAL ACCOUNTS
If necessary or appropriate, the Plan Administrator may establish
different or additional procedures (which shall be uniform and
nondiscriminatory) for determining the fair market value of the Individual
Accounts.

SECTION FIVE TRUSTEE OR CUSTODIAN
5.01 CREATION OF FUND
By adopting this Plan, the Employer establishes the Fund which shall
consist of the assets of the Plan held by the Trustee (or Custodian, if
applicable) pursuant to this Section 5. Assets within the Fund may be
pooled on behalf of all Participants, earmarked on behalf of each
Participant or be a combination of pooled and earmarked. To the extent
that assets are earmarked for a particular Participant, they will be
held in a Separate Fund for that Participant.

No part of the corpus or income of the Fund may be used for, or diverted
to, purposes other than for the exclusive benefit of Participants or
their Beneficiaries.

5.02 INVESTMENT AUTHORITY
Except as provided in Section 5.14 (relating to individual direction of
investments by Participants), the Employer, not the

<PAGE> 16
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12

Trustee (or Custodian, if applicable), shall have exclusive management and
control over the investment of the Fund into any permitted investment.
Notwithstanding the preceding sentence, a Trustee with full trust powers
(under applicable law) may make an agreement with the Employer whereby
the Trustee will manage the investment of all or a portion of the Fund.
Any such agreement shall be in writing and set forth such matters as the
Trustee deems necessary or desirable.

5.03 FINANCIAL ORGANIZATION CUSTODIAN OR TRUSTEE WITHOUT FULL TRUST POWERS
This Section 5.03 applies where a financial organization has indicated in
the Adoption Agreement that it will serve, with respect to this Plan,
as Custodian or as Trustee without full trust powers (under applicable
law). Hereinafter, a financial organization Trustee without full trust
powers (under applicable law) shall be referred to as a Custodian.

A. PERMISSIBLE INVESTMENTS - The assets of the Plan shall be invested only
in those investments which are available through the Custodian
in the ordinary course of business which the Custodian may legally hold
in a qualified plan and which the Custodian chooses to make available
to Employers for qualified plan investments.

B. RESPONSIBILITIES OF THE CUSTODIAN - The responsibilities of the
Custodian shall be limited to the following:

1. To receive Plan contributions and to hold, invest, and reinvest the
Fund without distinction between principal and interest;
provided, however, that nothing in this Plan shall require the
Custodian to maintain physical custody of stock certificates (or
other indicia of ownership of any type of asset) representing
assets within the Fund;

2. To maintain accurate records of contributions, earnings, withdrawals
and other information the Custodian deems relevant with respect to
the Plan;

3. To make disbursements from the Fund to Participants or Beneficiaries
upon the proper authorization of the Plan Administrator; and

4. To furnish to the Plan Administrator a statement which reflects the
value of the investments in the hands of the Custodian as of the
end of each Plan Year.

C. POWERS OF THE CUSTODIAN - Except as otherwise provided in this Plan,
the Custodian shall have the power to take any action with respect to
the Fund which it deems necessary or advisable to discharge its
responsibilities under this Plan including, but not limited to, the
following powers:

1. To invest all or a portion of the Fund (including idle cash
balances) in time deposits, savings accounts, money market
accounts or similar investments bearing a reasonable rate of
interest in the Custodian's own savings department or the savings
department of another financial organization;

2. To vote upon any stocks, bonds or other securities; to give general
or special proxies or powers of attorney with or without power
of substitution; to exercise any conversion privileges or
subscription rights and to make any payments incidental thereto; to
oppose, or to consent to, or otherwise participate in corporate
reorganizations or other changes affecting corporate securities, and
to pay any assessments or charges in connection therewith; and
generally to exercise any of the powers of an owner with respect to
stocks, bonds, securities or other property;

3. To hold securities or other property of the Fund in its own name, in
the name of its nominee or in bearer form; and

4. To make, execute, acknowledge, and deliver any and all documents of
transfer and conveyance and any and all other instruments that
may be necessary or appropriate to carry out the powers herein
granted.

5.04 FINANCIAL ORGANIZATION TRUSTEE WITH FULL TRUST POWERS AND INDIVIDUAL
TRUSTEE
This Section 5.04 applies where a financial organization has indicated
in the Adoption Agreement that it will serve as Trustee with full trust
powers. This Section also applies where one or more individuals are
named in the Adoption Agreement to serve as Trustee(s).

A. PERMISSIBLE INVESTMENTS - The Trustee may invest the assets of the
Plan in property of any character, real or personal, including,
but not limited to the following: stocks, including shares of
open-end investment companies (mutual funds); bonds; notes;
debentures; options; limited partnership interests; mortgages; real
estate or any interests therein; unit investment trusts; Treasury
Bills, and other U.S. Government obligations; common trust funds,
combined investment trusts, collective trust funds or commingled
funds maintained by a bank or similar financial organization
(whether or not the Trustee hereunder); savings accounts, time
deposits or money market accounts of a bank or similar financial
organization (whether or not the Trustee hereunder); annuity
contracts; life insurance policies; or in such other investments
as is deemed proper without regard to investments authorized by
statute or rule of law governing the investment of trust funds but
with regard to ERISA and this Plan.

Notwithstanding the preceding sentence, the Prototype Sponsor
may, as a condition of making the Plan available to the Employer
for adoption, limit the types of property in which the Trustee
(other than a financial organization Trustee with full trust
powers), is permitted to invest.

B. Responsibilities of the Trustee - The responsibilities of the
Trustee shall be limited to the following:

1. To receive Plan contributions and to hold, invest and reinvest
the Fund without distinction between principal and interest;
provided, however, that nothing in this Plan shall require the
Trustee to maintain physical custody of stock certificates (or
other indicia of ownership) representing assets within the Fund;

2. To maintain accurate records of contributions, earnings,
withdrawals and other information the Trustee deems relevant
with respect to the Plan;

3. To make disbursements from the Fund to Participants or
Benficiaries upon the proper authorization of the Plan
Administrator; and

4. To furnish to the Plan Administrator a statement which reflects
the value of the investments in the hands of the Trustee as of
the end of each Plan Year.

C. POWERS OF THE TRUSTEE - Except as otherwise provided in this Plan,
the Trustee shall have the power to take any action with respect to
the Fund which it deems necessary or advisable to discharge its
responsibilities under this Plan including, but not limited to, the
following powers:

<PAGE> 17
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13

1. To hold any securities or other property of the fund in its
own name, in the name of its nominee or in bearer form;

2. To purchase or subscribe for securities issued, or real
property owned, by the Employer or any trade or
business under common control with the Employer but only
if the prudent investment and diversification requirements
of ERISA are satisfied;

3. To sell, exchange, convey, transfer or otherwise dispose of
any securities or other property held by the Trustee,
by private contract or at public auction. No person
dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the
validity, expediency, or propriety of any such sale or
other disposition, with or without advertisement;

4. To vote upon any stocks, bonds, or other securities; to
give general or special proxies or powers of attorney
with or without power of substitution; to exercise any
conversion privileges or subscription rights and to make
any payments incidental thereto; to oppose, or to consent
to, or otherwise participate in, corporate reorganizations
or other changes affecting corporate securities, and to
delegate discretionary powers, and to pay any assessments
or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to
stocks, bonds, securities or other property;

5. To invest any part or all of the Fund (including idle cash
balances) in certificates of deposit, demand or time
deposits, savings accounts, money market accounts or
similar investments of the Trustee (if the Trustee is a
bank or similar financial organization), the Prototype
Sponsor or any affiliate of such Trustee or Prototype
Sponsor, which bear a reasonable rate of interest;

6. To provide sweep services without the receipt by the
Trustee of additional compensation or other consideration
(other than reimbursement of direct expenses properly and
actually incurred in the performance of such services);

7. To hold in the form of cash for distribution or investment
such portion of the Fund as, at any time and from
time-to-time, the Trustee shall deem prudent and deposit
such cash in interest bearing or noninterest bearing
accounts;

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

9. To settle, compromise, or submit to arbitration any claims,
debts, or damages due or owing to or from the Plan, to
commence or defend suits or legal or administrative
proceedings, and to represent the Plan in all suits and
legal and administrative proceedings;

10. To employ suitable agents and counsel, to contract
with agents to perform administrative and recordkeeping
duties and to pay their reasonable expenses, fees and
compensation, and such agent or counsel may or may not be
agent or counsel for the Employer;

11. To cause any part or all of the Fund, without
limitation as to amount, to be commingled with the
funds of other trusts (including trusts for qualified
employee benefit plans) by causing such money to be
invested as a part of any pooled, common, collective or
commingled trust fund heretofore or hereafter created by
any trustee (if the Trustee is a bank), by the Prototype
Sponsor, by any affiliate bank of such a Trustee or the
Prototype Sponsor, or by such a Trustee, the Prototype
Sponsor or such an affiliate in participation with others;
the instrument or instruments establishing such trust fund
or funds, as amended, being made part of this Plan and
trust so long as any portion of the Fund shall be invested
through the medium thereof.

12. Generally to do all such acts, execute all such
instruments, initiate all such proceedings, and
exercise all such rights and privileges with relation to
property constituting the Fund as if the Trustee were the
absolute owner thereof.

5.05 DIVISION OF FUND INTO INVESTMENT FUNDS
The Employer may direct the Trustee (or Custodian, if applicable) from
time-to-time to divide and redivide the Fund into one or more Investment
Funds. Such Investment Funds may include, but not be limited to,
Investment Funds representing the assets under the control of an
investment manager pursuant to Section 5.12 and Investment Funds
representing investment options available for individual direction by
Participants pursuant to Section 5.14. Upon each division or redivision,
the Employer may specify the part of the Fund to be allocated to each
such Investment Fund and the terms and conditions, if any, under which
the assets in such Investment Fund shall be invested.

5.06 COMPENSATION AND EXPENSES
The Trustee (or Custodian, if applicable) shall receive such reasonable
compensation as may be agreed upon by the Trustee (or Custodian) and the
Employer. The Trustee (or Custodian) shall be entitled to reimbursement
by the Employer for all proper expenses incurred in carrying out his
duties under this Plan, including reasonable legal, accounting and
actuarial expenses. If not paid by the Employer, such compensation and
expenses may be charged against the Fund.

All taxes of any kind that may be levied or assessed under existing or
future laws upon, or in respect of, the Fund or the income thereof shall
be paid from the Fund.

5.07 NOT OBLIGATED TO QUESTION DATA
The Employer shall furnish the Trustee (or Custodian, if applicable)
and Plan Administrator the information which each party deems necessary
for the administration of the Plan including, but not limited to, changes
in a Participant's status, eligibility, mailing addresses and other such
data as may be required. The Trustee (or Custodian) and Plan
Administrator shall be entitled to act on such information as is supplied
them and shall have no duty or responsibility to further verify or
question such information.

5.08 LIABILITY FOR WITHHOLDING ON DISTRIBUTIONS
The Plan Administrator shall be responsible for withholding federal
income taxes from distributions from the Plan, unless the Participant (or
Beneficiary, where applicable) elects not to have such taxes withheld.
However, the Trustee (or Custodian, if applicable) shall act as agent for
the Plan Administrator to withhold such taxes and to make the appropriate
distribution reports, subject to the Plan Administrator's obligation to
furnish all the necessary information to so withhold to the Trustee (or
Custodian).

5.09 RESIGNATION OR REMOVAL OF TRUSTEE (OR CUSTODIAN)
The Trustee (or Custodian, if applicable) may resign at any time by
giving 30 days advance written notice to the Employer. The resignation
shall become effective 30 days after receipt of such notice unless a
shorter period is agreed upon.
<PAGE> 18
================================================================================
14

The Employer may remove any Trustee (or Custodian) at any time by
giving written notice to such Trustee (or Custodian) and such removal
shall be effective 30 days after receipt of such notice unless a shorter
period is agreed upon. The Employer shall have the power to appoint a
successor Trustee (or Custodian).

Upon such resignation or removal, if the resigning or removed Trustee
(or Custodian) is the sole Trustee (or Custodian), he shall transfer all
of the assets of the Fund then held by him as expeditiously as possible
to the successor Trustee (or Custodian) after paying or reserving such
reasonable amount as he shall deem necessary to provide for the expense
in the settlement of the accounts and the amount of any compensation due
him and any sums chargeable against the Fund for which he may be liable.
If the Funds as reserved are not sufficent for such purpose, then he shall
be entitled to reimbursement from the successor Trustee (or Custodian)
out of the assets in the successor Trustee's (or Custodian's) hands
under this Plan. If the amount reserved shall be in excess of the amount
actually needed, the former Trustee (or Custodian) shall return such
excess to the successor Trustee (or Custodian).

Upon receipt of such assets, the successor Trustee (or Custodian) shall
thereupon succeed to all of the powers and responsibilities given to the
Trustee (or Custodian) by this Plan.

The resigning or removed Trustee (or Custodian) shall render an
accounting to the Employer and unless objected to by the Employer
withing 30 days of its receipt, the accounting shall be deemed to have
been approved and the resigning or removed Trustee (or Custodian) shall
be released and discharged as to all matters set forth in the accounting.
Where a financial organization is serving as Trustee (or Custodian) and
it is merged with or bought by another organization or comes under the
control of any federal or state agency), that organization shall serve as
the successor Trustee (or Custodian) of this Plan, but only if it is the
type of organization that can so serve under the applicable law.

Where the Trustee or Custodian is serving as a nonbank trustee or
custodian pursuant to Section 1.401-12(n) of the Income Tax Regulations,
the Employer will appoint a successor Trustee (or Custodian) upon
notification by the Commissioner of Internal Revenue that such
substitution is required because the Trustee (or Custodian) has failed to
comply with the requirements of Section 1.401-12(n) or is not keeping
such records or making such returns or rendering such statements as are
required by forms or regulations.

5.10 DEGREE OF CARE
Limitations of Liability - The Trustee (or Custodian, if applicable)
shall not be liable for any losses incurred by the Fund by any lawful
direction to invest communicated by the Employer, Plan Administrator or
any Participant or Beneficiary. The Trustee (or Custodian) shall be under
no liability for distributions made or other action taken or not taken at
the written direction of the Plan Administrator. It is specifically
understood that the Trustee (or Custodian) shall have no duty or
responsibility with respect to the determination of matters pertaining to
the eligibility of any Employee to become a Participant or remain a
Participant hereunder, the amount of benefit to which a Participant or
Beneficiary shall be entitled to receive hereunder, whether a
distribution to Participant or Beneficiary is appropriate under the terms
of the Plan or the size and type of any policy to be purchased from any
insurer for any Participant hereunder or similar matters; it being
understood that all such responsibilities under the Plan are vested in
the Plan Administrator.

5.11 INDEMNIFICATION OF PROTOTYPE SPONSOR AND TRUSTEE (OR CUSTODIAN)
Notwithstanding any other provision herein, and except as may be
otherwise provided by ERISA, the Employer shall indemnify and hold
harmless the Trustee (or Custodian, if applicable) and the Prototype
Sponsor, their officers, directors, employees, agents, their heirs,
executors, successors and assigns, from and against any and all
liabilities, damages, judgments, settlements, losses, costs, charges, or
expenses (including legal expenses) at any time arising out of or
incurred in connection with any action taken by such parties in the
performance of their duties with respect to this Plan, unless there has
been a final adjudication of gross negligence or willful misconduct in
the performance of such duties.

Further, except as may be otherwise provided by ERISA, the Employer
will indemnify the Trustee (or Custodian) and Prototype Sponsor, from any
liability, claim or expense (including legal expense) which the Trustee
(or Custodian) and Prototype Sponsor shall incur by reason of or which
results, in whole or in part, from the Trustee's (or Custodian's) or
Prototype Sponsor's reliance on the facts and other directions and
elections the Employer communicates or fails to communicate.

5.12 INVESTMENT MANAGERS
A. Definition of Investment Manager - The Employer may appoint one or
more investment managers to make investment decisions with respect to
all or a portion of the Fund. The investment manager shall be any
firm or individual registered as an investment adviser under the
Investment Advisers Act of 1940, a bank as defined in said Act or an
insurance company qualified under the laws of more than one state to
perform services consisting of the management, acquisition or
disposition of any assets of the Plan.

B. Investment Manager's Authority - A separate Investment Fund shall be
established representing the assets of the Fund invested at the
direction of the investment manager. The investment manager so
appointed shall direct the Trustee (or Custodian, if applicable)
with respect to the investment of such Investment Fund. The
investments which may be acquired at the direction of the investment
manager are limited to those described in Section 5.03(A) (for
Custodians) or Section 5.04(A)(for Trustees).

C. Written Agreement - The appointment of any investment manager shall
be by written agreement between the Employer and the investment
manager and a copy of such agreement (and any modification or
termination thereof) must be given to the Trustee (or Custodian).

The agreement shall set forth, among other matters, the effective
date of the investment manager's appointment and an acknowledgment by
the investment manager that it is a fiduciary of the Plan under ERISA.

D. Concerning the Trustee (or Custodian) - Written notice of each
appointment of an investment manager shall be given to the Trustee
(or Custodian) in advance of the effective date of such appointment.
Such notice shall specify which portion of the Fund will constitute
the Investment Fund subject to the investment manager's direction.
The Trustee (or Custodian) shall comply with the investment direction
given to it by the investment manager and will not be liable for any
loss which may result by reason of any action (or inaction) it takes
at the direction of the investment manager.

5.13 MATTERS RELATING TO INSURANCE
A. If a life insurance policy is to be purchased for a Participant, the
aggregate premium for certain life insurance for each Participant must
be less than a certain percentage of the aggregate Employer
Contributions and Forfeitures allocated to a Participant's Individual
Account at any particular time as follows:
<PAGE> 19
================================================================================
15

1. Ordinary Life Insurance - For purposes of these incidental
insurance provisions, ordinary life insurance contracts are
contracts with both nondecreasing death benefits and
nonincreasing premiums. If such contracts are purchased, less
than 50% of the aggregate Employer Contributions and Forfeitures
allocated to any Participant's Individual Account will be used
to pay the premiums attributable to them.

2. Term and Universal Life Insurance - No more than 25% of the
aggregate Employer Contributions and Forfeitures allocated to any
Participant's Individual Account will be used to pay the premiums
on term life insurance contracts, universal life insurance
contracts, and all other life insurance contracts which are not
ordinary life.

3. Combination - The sum of 30% of the ordinary life insurance
premiums and all other life insurance premiums will not exceed
25% of the aggregate Employer Contributions and Forfeitures
allocated to any Participant's Individual Account.

B. Any dividends or credits earned on insurance contracts for a
Participant shall be allocated to such Participant's Individual
Account.

C. Subject to Section 6.05, the contracts on a Participant's life will
be converted to cash or an annuity or distributed to the Participant
upon commencement of benefits.

D. The Trustee (or Custodian, if applicable) shall apply for and will be
the owner of any insurance contract(s) purchased under the terms of
this Plan. The insurance contract(s) must provide that proceeds will
be payable to the Trustee (or Custodian), however, the Trustee (or
Custodian) shall be required to pay over all proceeds of the
contract(s) to the Participant's designated Beneficiary in accordance
with the distribution provisions of this Plan. A Participant's
spouse will be the designated Beneficiary of the proceeds in all
circumstances unless a qualified election has been made in accordance
with Section 6.05, Joint and Survivor Annuity Requirements, if
applicable. Under no circumstances shall the Fund retain any part of
the proceeds. In the event of any conflict between the terms of this
Plan and the terms of any insurance contract purchased hereunder, the
Plan provisions shall control.

E. The Employer may direct the Trustee (or Custodian) to sell and
distribute insurance or annuity contracts to a Participant (or other
party as may be permitted) in accordance with applicable law or
regulations.

5.14 DIRECTION OF INVESTMENTS BY PARTICIPANT
If so indicated in the Adoption Agreement, each Participant may
individually direct the Trustee (or Custodian, if applicable) regarding
the investment of part or all of this Individual Account. To the extent
so directed, the Employer, Plan Administrator, Trustee (or Custodian) and
all other fiduciaries are relieved of their fiduciary responsibility
under Section 404 of ERISA.

The Plan Administrator shall direct that a Separate Fund be established
in the name of each Participant who directs the investment of part or
all of his Individual Account. Each Separate Fund shall be charged or
credited (as appropriate) with the earnings, gains, losses or expenses
attributable to such Separate Fund. No fiduciary shall be liable for any
loss which results from a Participant's individual direction. The assets
subject to individual direction shall not be invested in collectibles as
that term is defined in Section 408(m) of the Code.

The Plan Administrator shall establish such uniform and nondiscriminatory
rules relating to individual direction as it deems necessary or advisable
including, but not limited to, rules describing (1) which portions of
Participant's Individual Account can be individually directed; (2) the
frequency of investment changes; (3) the forms and procedures for making
investment changes; and (4) the effect of a Participant's failure to make
a valid direction.

Subject to the approval of the Prototype Sponsor, the Plan Administrator
may, in a uniform and nondiscriminatory manner, limit the available
investments for Participant's individual direction to certain specified
investment options (including, but not limited to, certain mutual funds,
investment contracts, deposit accounts and group trusts). The Plan
Administrator may permit, in a uniform and nondiscriminatory manner, a
Beneficiary of a deceased Participant to individually direct in
accordance with this Section.

SECTION SIX VESTING AND DISTRIBUTION

6.01 DISTRIBUTION TO PARTICIPANT
A. When Distributable

1. Entitlement to Distribution - The Vested portion of a
Participant's Account shall be distributable to the Participant
upon the occurrence of any of the following events:

a. the Participant's Termination of Employment;

b. the Participant's attainment of Normal Retirement Age;

c. the Participant's Disability; or

d. the termination of the Plan.

2. Written Request: When Distributed - A Participant entitled to
distribution who wishes to receive a distribution must submit a
written request to the Plan Administrator. Such request shall be
made upon a form provided by the Plan Administrator. Upon a
valid request, the Plan Administrator shall direct the Trustee
(or Custodian, if applicable) to commence distribution no later
than 90 days following the later of:

a. the close of the Plan Year within which the event occurs
which entitles the Participant to distribution; or

b. the close of the Plan Year in which the request is received.

3. Special Rules for Withdrawals During Service - If this is a
profit sharing plan and the Adoption Agreement so provides, a
Participant who is not otherwise entitled to a distribution under
Section 6.01(A)(1) may elect to receive distribution of all or a
part of the Vested portion of his Individual Account subject to
the requirements of Section 6.05 and further subject to the
following limits:

<PAGE> 20
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16

a. Participant for 5 or more years. An Employee who has
been a Participant in the Plan for 5 or more years may
withdraw up to his entire Vested portion of his
Individual Account.

b. Participant for less than 5 years. An Employee who has
been a Participant of the Plan for less than 5 years may
withdraw only the amount which has been in his Vested
Individual Account attributable to Employer Contributions
for at least 2 full Plan Years.

However, if the distribution is on account of hardship,
The participant may withdraw up to his entire Vested
portion of his Individual Account. For purposes of the
preceding sentence, hardship is defined as an immediate
and heavy financial need of the Participant where such
Participant lacks other available resources. The
following are the only financial needs considered
immediate and heavy: expenses incurred or necessary for
medical care, described in Section 213(d) of the Code, of
the Employee, the Employee's spouse or dependents; the
purchase (excluding mortgage payments) of a principal
residence for the Employee; payment of tuition and
related educational fees for the next 12 months of
post-secondary education for the Employee, the Employee's
spouse, children or dependents; or the need to prevent
the eviction of the Employee from, or a foreclosure on
the mortgage of, the Employee's principal residence.

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

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

2) The distribution is not in excess of the amount of
an immediate and heavy financial need (including amounts
necessary to pay any federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution).

4. Commencement of Benefits - Notwithstanding any other
provision, unless the Participant elects otherwise,
distribution of benefits will begin no later than 60th day
after the latest of the close of the Plan Year in which:

a. the Participant attains Normal Retirement Age;

b. occurs the 10th anniversary of the year in which the
Participant commenced participation in the Plan; or

c. the Participant incurs a Termination of Employment.

Notwithstanding the foregoing, the failure of a
Participant and spouse to consent to a distribution
while a benefit is immediately distributable, within
the meaning of Section 6.02(B), shall be deemed to be
an election to defer commencement of payment of any
benefit sufficient to satisfy this Section 6.01(A)(4).

B. Determining the Vested Portion - In determining the Vested
portion of a Participant's Individual Account, the following
rules apply:

1. Employer Contributions and Forfeitures - The Vested portion
of a Participant's Individual Account derived from Employer
Contributions and Forfeitures is determined by applying the
vesting schedule selected in the Adoption Agreement (or the
vesting schedule described in Section 6.01(C) if the Plan
is a Top-Heavy Plan).

2. Rollover and Transfer Contributions - A Participant is
fully Vested in his rollover contributions and transfer
contributions.

3. Fully Vested Under Certain Circumstances - A Participant is
fully vested in his Individual Account if any of the
following occurs:

a. the Participant reaches Normal Retirement Age;

b. the Participant incurs a Disability;

c. the Participant dies;

d. the Plan is terminated or partially terminated; or

e. there exists a complete discontinuance of contributions
under the Plan (if this Plan is a profit sharing plan).

4. Participants in a Prior Plan - If a participant was a
participant in a Prior Plan on the Effective Date, his
Vested percentage shall not be less than it would have been
under such Prior Plan as computed on the Effective Date.

C. Minimum Vesting Schedule for Top-Heavy Plans - The following
vesting provisions apply for any Plan Year in which this Plan
is a Top-Heavy Plan.

Notwithstanding the other provisions of this Section 6.01 or
the vesting schedule selected in the Adoption Agreement (unless
those provisions or that schedule provide for more rapid
vesting), a Participant's Vested portion of his Individual
Account attributable to Employer Contributions and Forfeitures
shall be determined in accordance with the following minimum
vesting schedule:

<TABLE>
<CAPTION>
Years of Vesting Service Vested Percentage
<S> <C>
1 0
2 20
3 40
4 60
5 80
6 100
</TABLE>

<PAGE> 21
===============================================================================
17

This minimum vesting schedule applies to all benefits within
the meaning of Section 411(a)(7) of the Code, except those
attributable to employee contributions including benefits accrued
before the effective date of Section 416 of the Code and benefits
accrued before the Plan became a Top-Heavy Plan. Further, no
decrease in a Participant's Vested percentage may occur in the
event the Plan's status as a Top-Heavy Plan changes for any Plan
Year. However, this Section 6.01(C) does not apply to the
Individual Account of any Employee who does not have an Hour of
Service after the Plan has initially become a Top-Heavy Plan and
such Employee's Individual Account attributable to Employer
Contributions and Forfeitures will be determined without regard
to this Section.

If this Plan ceases to be a Top-Heavy Plan, then in accordance
with the above restrictions, the vesting schedule as selected in
the Adoption Agreement will govern. If the vesting schedule under
the Plan shifts in or out of top-heavy status, such shift is an
amendment to the vesting schedule and the election in Section
9.04 applies.

D. Break in Vesting Service and Forfeitures - If a Participant
incurs a Termination of Employment, any portion of his
Individual Account which is not Vested shall be held in a
suspense account. Such suspense account shall share in any
increase or decrease in the fair market value of the assets of
the Fund in accordance with Section 4 of the Plan. The
disposition of such suspense account shall be as follows:

1. No Breaks in Vesting Service - If a Participant neither
receives nor is deemed to receive a distribution
pursuant to Section 6.01(D)(2) or (3) and the Participant
returns to the service of the Employer before incurring 5
consecutive Breaks in Vesting Service, there shall be no
Forfeiture and the amount in such suspense account shall be
recredited to such Participant's Individual Account.

2. Cash-out of Certain Participants - If the value of the
Vested portion of such Participant's Individual Account
derived from Employee and Employer Contributions does not
exceed $3,500, the Participant shall receive a distribution of
the entire Vested portion of such Individual Account and the
portion which is not Vested shall be treated as a Forfeiture.
For purposes of this Section, if the value of the Vested
portion of a Participant's Individual Account is zero, the
Participant shall be deemed to have received a distribution of
such Vested Individual Account. A Participant's Vested
Individual Account balance shall not include accumulated
deductible employee contributions within the meaning of
Section 72(o)(5)(B) of the Code for Plan Years beginning prior
to January 1, 1989.

3. Participants Who Elect to Receive Distributions - If such
Participant elects to receive a distribution, in
accordance with Section 6.02(B), of the value of the Vested
portion of his Individual Account derived from Employee and
Employer Contributions, the portion which is not Vested shall
be treated as a Forfeiture.

4. Re-employed Participants - If a Participant receives or is
deemed to receive a distribution pursuant to Section
6.01(D)(2) or (3) above and the Participant resumes employment
covered under the Plan, the Participant's Employer-derived
Individual Account balance will be restored to the amount on
the date of distribution if the Participant repays to the Plan
the full amount of the distribution attributable to Employer
Contributions before the earlier of 5 years after the first
date on which the Participant is subsequently re-employed by
the Employer, or the date the Participant incurs 5 consecutive
Breaks in Vesting Service following the date of the
distribution.

Amounts forfeited under Section 6.01(D) shall be
allocated in accordance with Section 3.01(C) as of the last
day of the Plan Year during which the Forfeiture arises. Any
restoration of a Participant's Individual Account pursuant to
Section 6.01(D)(4) shall be made from other Forfeitures,
income or gain to the Fund or contributions made by the
Employer.

E. Distributions Prior to Full Vesting - If a distribution is
made to a Participant who was not then fully Vested in his
Individual Account derived from Employer Contributions and the
Participant may increase his Vested percentage in his Individual
Account, then the following rules shall apply:

1. a separate account will be established for the Participant's
interest in the Plan as of the time of the distribution, and

2. at any relevant time the Participant's Vested portion of the
separate account will be equal to an amount ("X")
determined by the formula: X=P (AB divided by (R x D)) - (R x
D) where "P" is the Vested percentage at the relevant time,
"AB" is the separate account balance at the relevant time;
"D" is the amount of the distribution; and "R" is the
ratio of the separate account balance at the relevant time to
the separate account balance after distribution.

6.02 FORM OF DISTRIBUTION TO A PARTICIPANT

A. Value of Individual Account Does Not Exceed $3,500 - If the
value of the Vested portion of a Participant's Individual
Account derived from Employee and Employer Contributions does not
exceed $3,500, distribution from the Plan shall be made to the
Participant in a single lump sum in lieu of all other forms of
distribution from the Plan.

B. Value of Individual Account Exceeds $3,500

1. If the value of the Vested portion of a Participant's
Individual Account derived from Employee and Employer
Contributions exceeds (or at the time of any prior
distribution exceeded) $3,500, and the Individual Account is
immediately distributable, the Participant and the
Participant's spouse (or where either the Participant or the
spouse died, the survivor) must consent to any distribution of
such Individual Account. The consent of the Participant and
the Participant's spouse shall be obtained in writing within
the 90-day period ending on the annuity starting date. The
annuity starting date is the first day of the first period for
which an amount is paid as an annuity or any other form. The
Plan Administrator shall notify the Participant and the
Participant's spouse of the right to defer any distribution
until the Participant's Individual Account is no longer
immediately distributable. Such notification shall include a
general description of the material features, and an
explanation of the relative values of, the optional forms of
benefit available under the Plan in a manner that would
satisfy the notice requirements of Section 417(a)(3) of the
Code, and shall be provided no less than 30 days and no more
than 90 days prior to the annuity starting date. If a
distribution is one to which Sections 401(a)(11) and 417 of
the Internal Revenue Code do not apply, such distribution may
commence less than 30 days after the notice required under
Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:

a. the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and

b. the Participant, after receiving the notice, affirmatively
elects a distribution.

<PAGE> 22
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18

Notwithstanding the foregoing, only the Participant
need consent to the commencement of a distribution in the form
of a qualified joint and survivor annuity while the Individual
Account is immediately distributable. Neither the consent of
the Participant nor the Participant's spouse shall be required
to the extent that a distribution is required to satisfy
Section 401(a)(9) or Section 415 of the Code. In addition,
upon termination of this Plan if the Plan does not offer an
annuity option (purchased from a commercial provider), the
Participant's Individual Account may, without the
Participant's consent, be distributed to the Participant or
transferred to another defined contribution plan (other than
an employee stock ownership plan as defined in Section
4975(e)(7) of the Code) within the same controlled group.

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

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

C. Other Forms of Distribution to Participant -- If the value
of the Vested portion of a Participant's Individual
Account exceeds $3,500 and the Participant has properly waived
the joint and survivor annuity, as described in Section 6.05,
the Participant may request in writing that the Vested portion
of his Individual Account be paid to him in one or more of the
following forms of payment: (1) in a lump sum; (2) in
installment payments over a period not to exceed the life
expectancy of the Participant or the joint and last survivor
life expectancy of the Participant and his designated
Beneficiary; or (3) applied to the purchase of an annuity
contract.

Notwithstanding anything in this Section 6.02 to the
contrary, a Participant cannot elect payments in the form of
an annuity if the safe harbor rules of Section 6.05(F) apply.

6.03 DISTRIBUTIONS UPON THE DEATH OF A PARTICIPANT

A. Designation of Beneficiary - Spousal Consent - Each
Participant may designate, upon a form provided by and
delivered to the Plan Administrator, one or more primary and
contingent Beneficiaries to receive all or a specified portion
of his Individual Account in the event of his death. A
Participant may change or revoke such Beneficiary designation
from time to time by completing and delivering the proper form
to the Plan Administrator.

In the event that a Participant wishes to designate a
primary Beneficiary who is not his spouse, his spouse must
consent in writing to such designation, and the spouse's
consent must acknowledge the effect of such designation and be
witnessed by a notary public. Notwithstanding this consent
requirement, if the Participant establishes to the
satisfaction of the Plan Administrator that such written
consent may not be obtained because there is no spouse or the
spouse cannot be located, no consent shall be required. Any
change of Beneficiary will require a new spousal consent.

B. Payment to Beneficiary - If a Participant dies before his
entire Individual Account has been paid to him, such
deceased Participant's Individual Account shall be payable to
any surviving Beneficiary designated by the Participant, or,
if no Beneficiary survives the Participant, to the
Participant's estate.

C. Written Request: When Distributed - A Beneficiary of a
deceased Participant entitled to a distribution who wishes to
receive a distribution must submit a written request
to the Plan Administrator. Such request shall be made upon a
form provided by the Plan Administrator. Upon a valid request,
the Plan Administrator shall direct the Trustee (or Custodian)
to commence distribution no later than 90 days following the
later of:

1. the close of the Plan Year within which the Participant
dies; or

2. the close of the Plan Year in which the request is received.

D. Location of Participant or Beneficiary Unknown - In the
event that all, or any portion, of the distribution
payable to a Participant or his Beneficiary hereunder shall,
at the expiration of 5 years after it becomes payable, remain
unpaid solely by reason of the inability of the Plan
Administrator, after sending a registered letter, return
receipt requested, to the last known address, and after
further diligent effort, to ascertain the whereabouts of such
Participant or his Beneficiary, the amount so distributable
shall be forfeited and allocated in accordance with the
terms of the Plan. In the event a Participant or Beneficiary
is located subsequent to his benefit being forfeited, such
benefit shall be restored; provided, however, if all or a
portion of such amount has been lost by reason of escheat
under state law, the Participant or Beneficiary shall cease to
be entitled to the portion so lost.

6.04 FORM OF DISTRIBUTION TO BENEFICIARY

A. Value of Individual Account Does Not Exceed $3,500 - If the
value of the Participant's Individual Account derived
from Employee and Employer Contributions does not exceed
$3,500, the Plan Administrator shall direct the Trustee (or
Custodian, if applicable) to make a distribution to the
Beneficiary in a single lump sum in lieu of all other forms of
distribution from the Plan.

B. Value of Individual Account Exceeds $3,500 - If the value
of a Participant's Individual Account derived from
Employee and Employer Contributions exceeds $3,500 the
preretirement survivor annuity requirements of Section 6.05
shall apply unless waived in accordance with that Section or
unless the safe harbor rules of Section 6.05(F) apply.

C. Other Forms of Distribution to Beneficiary -- If the value
of a Participant's Individual Account exceeds $3,500
and the Participant has properly waived the preretirement
survivor annuity, as described in Section 6.05 (if
applicable), the Beneficiary may, subject to the requirements
of Section 6.06, request in writing that the Participant's
Individual Account be paid to him as follows: (1) in a lump
sum; or (2) in installment payments over a period not to
exceed the life expectancy of such Beneficiary.

6.05 JOINT AND SURVIVOR ANNUITY REQUIREMENTS
A. The provisions of this Section shall apply to any
Participant who is credited with at least one Hour of
Eligibility Service with the Employer on or after August 23,
1984, and such other participants as provided in Section
6.05(G).
<PAGE> 23
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19

B. Qualified Joint and Survivor Annuity - Unless an optional
form of benefit is selected pursuant to a qualified
election within the 90-day period ending on the annuity
starting date, a married Participant's Vested account balance
will be paid in the form of a qualified joint and survivor
annuity and an unmarried Participant's Vested account balance
will be paid in the form of a life annuity. The Participant
may elect to have such annuity distributed upon attainment of
the earliest retirement age under the Plan.

C. Qualified Preretirement Survivor Annuity - Unless an
optional form of benefit has been selected within the
election period pursuant to a qualified election, if a
Participant dies before the annuity starting date then the
Participant's Vested account balance shall be applied toward
the purchase of an annuity for the life of the surviving
spouse. The surviving spouse may elect to have such annuity
distributed within a reasonable period after the Participant's
death.

D. Definitions

1. Election Period - The period which begins on the
first day of the Plan Year in which the Participant
attains age 35 and ends on the date of the Participant's
death. If a Participant separates from service prior to the
first day of the Plan year in which age 35 is attained,
with respect to the account balance as of the date of
separation, the election period shall begin on the date of
separation.

Pre-age 35 waiver - A Participant who will not yet
attain age 35 as of the end of any current Plan Year may
make a special qualified election to waive the qualified
preretirement survivor annuity for the period beginning on
the date of such election and ending on the first day of
the Plan Year in which the Participant will attain age 35.
Such election shall not be valid unless the Participant
receives a written explanation of the qualified
preretirement survivor annuity in such terms as are
comparable to the explanation required under Section
6.05(E)(1). Qualified preretirement survivor annuity
coverage will be automatically reinstated as of the first
day of the Plan Year in which the Participant attains age
35. Any new waiver on or after such date shall be subject
to the full requirements of this Section 6.05.

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

3. Qualified Election - A waiver of a qualified joint
and survivor annuity or a qualified preretirement
survivor annuity. Any waiver of a qualified joint and
survivor annuity or a qualified preretirement survivor
annuity shall not be effective unless: (a) the
Participant's spouse consents in writing to the election,
(b) the election designates a specific Beneficiary,
including any class of beneficiaries or any contingent
beneficiaries, which may not be changed without spousal
consent (or the spouse expressly permits designations by
the Participant without any further spousal consent); (c)
the spouse's consent acknowledges the effect of the
election; and (d) the spouse's consent is witnessed by a
plan representative or notary public. Additionally, a
Participant's waiver of the qualified joint and survivor
annuity shall not be effective unless the election
designates a form of benefit payment which may not be
changed without spousal consent (or the spouse expressly
permits designations by the Participant without any further
spousal consent). If it is established to the satisfaction
of a plan representative that there is no spouse or that
the spouse cannot be located, a waiver will be deemed a
qualified election.

Any consent by a spouse obtained under this provision
(or establishment that the consent of a spouse may not be
obtained) shall be effective only with respect to such
spouse. A consent that permits designations by the
Participant without any requirement of further consent by
such spouse must acknowledge that the spouse has the right
to limit consent to a specific Beneficiary, and a specific
form of benefit where applicable, and that the spouse
voluntarily elects to relinquish either or both of such
rights. A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time
before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained under
this provision shall be valid unless the Participant has
received notice as provided in Section 6.05(E) below.

4. Qualified Joint and Survivor Annuity - An immediate
annuity for the life of the Participant with a survivor
annuity for the life of the spouse which is not less than
50% and not more than 100% of the amount of the annuity
which is payable during the joint lives of the Participant
and the spouse and which is the amount of benefit which can
be purchased with the Participant's vested account balance.
The percentage of the survivor annuity under the Plan shall
be 50% (unless a different percentage is elected by the
Employer in the Adoption Agreement).

5. Spouse (surviving spouse) - The spouse or surviving
spouse of the Participant, provided that a former
spouse will be treated as the spouse or surviving spouse
and a current spouse will not be treated as the spouse or
surviving spouse to the extent provided under a qualified
domestic relations order as described in Section 414(p) of
the Code.

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

7. Vested Account Balance - The aggregate value of the
Participant's Vested account balances derived from
Employer and Employee contributions (including rollovers),
whether Vested before or upon death, including the proceeds
of insurance contracts, if any, on the Participant's life.
The provisions of this Section 6.05 shall apply to a
Participant who is Vested in amounts attributable to
Employer Contributions, Employee Contributions (or both) at
the time of death or distribution.

E. Notice Requirements

1. In the case of a qualified joint and survivor
annuity, the Plan Administrator shall no less than 30
days and not more than 90 days prior to the annuity
starting date provide each Participant a written
explanation of: (a) the terms and conditions of a qualified
joint and survivor annuity; (b) the Participant's right to
make and the effect of an election to waive the qualified
joint and survivor annuity form of benefit; (c) the rights
of a Participant's spouse; and (d) the right to make, and
the effect of, a revocation of a previous election to waive
the qualified joint and survivor annuity.

2. In the case of a qualified preretirement survivor
annuity as described in Section 6.05(C), the Plan
Administrator shall provide each participant within the
applicable period for such Participant a written
explanation of the qualified preretirement survivor annuity
in such terms and in such manner as would be comparable to
the explanation provided for meeting the requirements of
Section 6.05(E)(1) applicable to a qualified joint and
survivor annuity.

<PAGE> 24
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20

The applicable period for a Participant is whichever of
the following periods ends last: (a) the period beginning
with the first day of the Plan Year in which the
Participant attains age 32 and ending with the close of the
Plan Year preceding the Plan Year in which the Participant
attains age 35; (b) a reasonable period ending after the
individual becomes a Participant; (c) a reasonable period
ending after Section 6.05(E)(3) ceases to apply to the
Participant; (d) a reasonable period ending after this
Section 6.05 first applies to the Participant.
Notwithstanding the foregoing, notice must be provided
within a reasonable period ending after separation from
service in the case of a Participant who separates from
service before attaining age 35.

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

3. Notwithstanding the other requirements of this
Section 6.05(E), the respective notices prescribed by
this Section 6.05(E), need not be given to a Participant if
(a) the Plan "fully subsidizes" the costs of a qualified
joint and survivor annuity or qualified preretirement
survivor annuity, and (b) the Plan does not allow the
Participant to waive the qualified joint and survivor
annuity or qualified preretirement survivor annuity and
does not allow a married Participant to designate a
nonspouse beneficiary. For purposes of this Section
6.05(E)(3), a plan fully subsidizes the costs of a benefit
if no increase in cost, or decrease in benefits to the
Participant may result from the Participant's failure to
elect another benefit.

F. Safe Harbor Rules

1. If the Employer so indicates in the Adoption
Agreement, this Section 6.05(F) shall apply to a
Participant in a profit sharing plan, and shall always
apply to any distribution, made on or after the first day
of the first Plan Year beginning after December 31,
1988, from or under a separate account attributable solely
to accumulated deductible employee contributions, as
defined in Section 72(o)(5)(B) of the Code, and maintained
on behalf of a Participant in a money purchase pension
plan, (including a target benefit plan) if the following
conditions are satisfied:

a. the Participant does not or cannot elect payments
in the form of a life annuity; and

b. on the death of a participant, the Participant's
Vested account balance will be paid to the
Participant's surviving spouse, but if there is no
surviving spouse, or if the surviving spouse has
consented in a manner conforming to a qualified
election, then the Participant's designated beneficiary.
The surviving spouse may elect to have distribution of
the Vested account balance commence within the 90-day
period following the date of the Participant's death.
The account balance shall be adjusted for gains or
losses occurring after the Participant's death in
accordance with the provisions of the Plan governing the
adjustment of account balances for other types of
distributions. This Section 6.05(F) shall not be
operative with respect to a Participant in a profit
sharing plan if the plan is a direct or indirect
transferee of a defined benefit plan, money purchase
plan, a target benefit plan, stock bonus, or profit
sharing plan which is subject to the survivor annuity
requirements of Section 401(a)(11) and Section 417 of
the Code. If this Section 6.06(F) is operative, then the
provisions of this Section 6.05 other than Section
6.05(G) shall be inoperative.

2. The Participant may waive the spousal death benefit
described in this Section 6.05(F) at any time provided
that no such waiver shall be effective unless it satisfies
the conditions of Section 6.05(D)(3) (other than the
notification requirement referred to therein) that would
apply to the Participant's waiver of the qualified
preretirement survivor annuity.

3. For purposes of this Section 6.05(F), Vested
account balance shall mean, in the case of a money
purchase pension plan or a target benefit plan, the
Participant's separate account balance attributable solely
to accumulated deductible employee contributions within the
meaning of Section 72(o)(5)(B) of the Code. In the case of
a profit sharing plan, Vested account balance shall have
the same meaning as provided in Section 6.05(D)(7).

G. Transitional Rules

1. Any living Participant not receiving benefits on
August 23, 1984, who would otherwise not receive the
benefits prescribed by the previous subsections of this
Section 6.05 must be given the opportunity to elect to have
the prior subsections of this Section apply if such
Participant is credited with at least one Hour of Service
under this Plan or a predecessor plan in a Plan Year
beginning on or after January 1, 1976, and such Participant
had at least 10 Years of Vesting Service when he or she
separated from service.

2. Any living Participant not receiving benefits on
August 23, 1984, who was credited with at least one
Hour of Service under this Plan or a predecessor plan on or
after September 2, 1974, and who is not otherwise credited
with any service in a Plan Year beginning on or after
January 1, 1976, must be given the opportunity to have his
or her benefits paid in accordance with Section 6.05(G)(4).

3. The respective opportunities to elect (as described
in Section 6.05(G)(1) and (2) above) must be afforded
to the appropriate Participants during the period
commencing on August 23, 1984, and ending on the date
benefits would otherwise commence to said Participant.

4. Any Participant who has elected pursuant to Section
6.05(G)(2) and any Participant who does not elect under
Section 6.05(G)(1) or who meets the requirements of Section
6.05(G)(1) except that such Participant does not have at
least 10 Years of Vesting Service when he or she separates
from service, shall have his or her benefits distributed in
accordance with all of the following requirements if
benefits would have been payable in the form of a life
annuity:

a. Automatic Joint and Survivor Annuity - If benefits
in the form of a life annuity become payable to a
married Participant who:

1. begins to receive payments under the Plan on or
after Normal Retirement Age; or

2. dies on or after Normal Retirement Age while still
working for the employer; or

<PAGE> 25
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21

3. begins to receive payments on or after the qualified
early retirement age; or

4. separates from service on or after attaining Normal
Retirement Age (or the qualified early retirement age)
and after satisfying the eligibility requirements for
the payment of benefits under the Plan and thereafter
dies before beginning to receive such benefits;

then such benefits will be received under this Plan in
the form of a qualified joint and survivor annuity,
unless the Participant has elected otherwise during the
election period. The election period must begin at least
6 months before the Participant attains qualified early
retirement age and ends not more than 90 days before
the commencement of benefits. Any election hereunder
will be in writing and may be changed by the
Participant at any time.

b. Election of Early Survivor Annuity - A Participant
who is employed after attaining the qualified early
retirement age will be given the opportunity to elect,
during the election period, to have a survivor annuity
payable on death. If the Participant elects the survivor
annuity, payments under such annuity must not be less than
the payments which would have been made to the spouse
under the qualified joint and survivor annuity if the
Participant had retired on the day before his or her
death. Any election under this provision will be in
writing and may be changed by the Participant at any time.
The election period begins on the later of (1) the 90th
day before the Participant attains the qualified early
retirement age, or (2) the date on which participation
begins, and ends on the date of the Participant terminates
employment.

c. For purposes of Section 6.05(G)(4):

1. Qualified early retirement age is the latest of:

a. the earliest date, under the Plan, on which the
Participant may elect to receive retirement
benefits,

b. the first day of the 120th months beginning before
the Participant reaches Normal Retirement Age,
or

c. the date the Participant begins participation.

2. Qualified joint and survivor annuity is an annuity
for the life of the Participant with a survivor
annuity for the life of the spouse as described in
Section 6.05(D)(4) of this Plan.

6.06 DISTRIBUTION REQUIREMENTS

A. General Rules

1. Subject to Section 6.05, Joint and Survivor Annuity
Requirements, the requirements of this Section shall
apply to any distribution of a Participant's interest and
will take precedence over any inconsistent provisions of
this Plan. Unless otherwise specified, the provisions of
this Section 6.06 apply to calendar years beginning after
December 31, 1984.

2. All distributions required under this Section 6.06
shall be determined and made in accordance with the
Income Tax Regulations under Section 401(a)(9), including
the minimum distribution incidental benefit requirement of
Section 1.401(a)(9)-2 of the regulations.

B. Required Beginning Date - The entire interest of a
Participant must be distributed or begin to be
distributed no later than the Participant's required
beginning date.

C. Limits on Distribution Periods - As of the first
distribution calendar year, distributions, if not made
in a single sum, may only be made over one of the following
periods (or a combination thereof):

1. the life of the Participant,

2. the life of the Participant and a designated
Beneficiary,

3. a period certain not extending beyond the life
expectancy of the Participant, or

4. a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a
designated Beneficiary.

D. Determination of Amount to be Distributed Each Year - If the
Participant's interest is to be distributed in other than a
single sum, the following minimum distribution rules shall
apply on or after the required beginning date:

1. Individual Account

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

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

c. For calendar years beginning after December 31,
1988, the amount to be distributed each year,
beginning with distributions for the first distribution
calendar year shall not be less than the quotient
obtained by dividing the Participants's benefit by the
lesser of (1) the applicable life expectancy or (2) if
the Participant's spouse is not the designated
Beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of Section 1.401(a)(9)-2 of
the Income Tax Regulations. Distributions after the
death of the Participant shall be distributed using the
applicable life expectancy in Section 6.06(D)(1)(a)
above as the relevant divisor without regard to
regulations 1.401(a)(9)-2.
<PAGE> 26
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22
d. The minimum distribution required for the
Participant's first distribution calendar year must be
made on or before the Participant's required beginning
date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution
calendar year in which the Employee's required beginning
date occurs, must be made on or before December 31 of
that distribution calendar year.

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

E. Death Distribution Provisions

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

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

a. if any portion of the Participant's interest is
payable to a designated Beneficiary, distributions may
be made over the life or over a period certain not
greater than the life expectancy of the designated
Beneficiary commencing on or before December 31 of the
calendar year immediately following the calendar year in
which the Participant died;

b. if the designated Beneficiary is the Participant's
surviving spouse, the date distributions are required
to begin in accordance with (a) above shall not be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year in
which the Participant dies or (2) December 31 of the
calendar year in which the Participant would have
attained age 70 1/2.

If the Participant has not made an election pursuant to
this Section 6.06(E)(2) by the time of his or her death,
the Participant's designated Beneficiary must elect the
method of distribution no later than the earlier of (1)
December 31 of the calendar year in which distributions
would be required to begin under this Section
6.06(E)(2), or (2) December 31 of the calendar year
which contains the fifth anniversary of the date of
death of the Participant. If the Participant has no
designated Beneficiary, or if the designated Beneficiary
does not elect a method of distribution, distribution of
the Participant's entire interest must be completed by
December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

3. For purposes of Section 6.06(E)(2) above, if the
surviving spouse dies after the Participant, but before
payments to such spouse begin, the provisions of Section
6.06(E)(2), with the exception of paragraph (b) therein,
shall be applied as if the surviving spouse were the
Participant.

4. For purposes of this Section 6.06(E), any amount
paid to a child of the Participant will be treated as
if it had been paid to the surviving spouse if the amount
becomes payable to the surviving spouse when the child
reaches the age of majority.

5. For purposes of this Section 6.06(E), distribution
of a Participant's interest is considered to begin on
the Participant's required beginning date (or, if Section
6.06(E)(3) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to
Section 6.06(E)(2) above). If distribution in the form of
an annuity irrevocably commences to the Participant before
the required beginning date, the date distribution is
considered to begin is the date distribution actually
commences.

F. Definitions

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

2. Designated Beneficiary - The individual who is
designated as the Beneficiary under the Plan in
accordance with Section 401(a)(9) of the Code and the
regulations thereunder.

3. Distribution Calendar Year - A calendar year for
which a minimum distribution is required. For
distributions beginning before the Participant's death, the
first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions
beginning after the Participant's death, the first
distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section
6.06(E) above.

4. Life Expectancy - Life expectancy and joint and last
survivor expectancy are computed by use of the expected
return multiples in Tables V and VI of Section 1.72-9 of
the Income Tax Regulations.

Unless otherwise elected by the Participant (or spouse,
in the case of distributions described in Section
6.06(E)(2)(b) above) by the time distributions are required
to begin, life expectancies shall be recalculated annually.
Such election shall be irrevocable as to the Participant
(or spouse) and shall apply to all subsequent years. The
life expectancy of a nonspouse Beneficiary may not be
recalculated.

5. Participant's Benefit

a. The account balance as of the last valuation date in
the valuation calendar year (the calendar year
immediately preceding the distribution calendar year)
increased by the amount of any Contributions or
Forfeitures allocated to the account balance as of dates
in the valuation calendar year after the valuation date
and decreased by distributions made in the valuation
calendar year after the valuation date.

<PAGE> 27
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23

b. Exception for second distribution calendar year. For
purposes of paragraph (a) above, if any portion of the
minimum distribution for the first distribution calendar
year is made in the second distribution calendar year on or
before the required beginning date, the amount of the
minimum distribution made in the second distribution
calendar year shall be treated as if it had been made in
the immediately preceding distribution calendar year.

6. Required Beginning Data

a. General Rule - The required beginning date of a Participant
is the first day of April of the calendar year following
the calendar year in which the Participant attains age
70 1/2.

b. Transitional Rules - The required beginning date of a
Participant who attains age 70 1/2 before January 1, 1988,
shall be determined in accordance with (1) or (2) below.

1. Non 5% Owners - The required beginning date of a
Participant who is not a 5% owner is the first day of
April of the calendar year following the calendar year
in which the later of retirement or attainment of age
70 1/2 occurs.

2. 5% Owners - The required beginning date of a
Participant who is a 5% owner during any year beginning
after December 31, 1979, is the first day of April
following the later of:

a. the calendar year in which the Participant attains
age 70 1/2, or

b. the earlier of the calendar year with or within
which ends the Plan Year in which the Participant
becomes a 5% owner, or the calendar year in which
the Participant retires.

The required beginning date of a Participant who is
not a 5% owner who attains age 70 1/2 during 1988
and who has not retired as of January 1, 1989, is
April 1, 1990.

c. 5% Owner - A Participant is treated as a 5% owner for
purposes of this Section 6.06(F)(6) if such Participant is
a 5% owner as defined in Section 416(i) of the Code
(determined in accordance with Section 416 but without
regard to whether the Plan is top-heavy) at any time during
the Plan Year ending with or within the calendar year in
which such owner attains age 66 1/2 or any subsequent Plan
Year.

d. Once distributions have begun to a 5% owner under this
Section 6.06(F)(6) they must continue to be distributed,
even if the Participant chooses to be a 5% owner in a
subsequent year.

G. Transitional Rule

1. Notwithstanding the other requirements of this Section 6.06 and
subject to the requirements of Section 6.06, joint and Survivor
Annuity Requirements, distribution on behalf of any Employee,
including a 5% owner, may be made in accordance with all of the
following requirements (regardless of when such distribution
commences):

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

b. The distribution is in accordance with a method of
distribution designated by the Employee whose interest in
the Fund is being distributed or, if the Employee is
deceased, by a Beneficiary of such Employee.

c. Such designation was in writing, was signed by the Employee
or the Beneficiary, and was made before January 1, 1984.

d. The Employee had accrued a benefit under the Plan as of
December 31, 1983.

e. The method of distribution designated by the Employee or
the Beneficiary specifies the time at which distribution
will commence, the period over which distributions will be
made, and in the case of any distribution upon the
Employee's death, the Beneficiaries of the Employee listed
in order of priority.

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

3. For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Employee, or the
Beneficiary, to whom such distribution is being made, will be
presumed to have designated the method of distribution under
which the distribution is being made if the method of
distribution was specified in writing and the distribution
satisfies the requirements in Sections 6.06(G)(1)(a) and (e).

4. If a designation is revoked, any subsequent distribution must
satisfy the requirements of Section 401(a)(9) of the Code and
the regulations thereunder. If a designation is revoked
subsequent to the date distributions are required to begin, the
Plan must distribute by the end of the calendar year following
the calendar year in which the revocation occurs the total
amount not yet distributed which would have been required to
have been distributed to satisfy Section 401(a)(9) of the Code
and regulations thereunder, but for the Section 242(b)(2)
election. For calendar years beginning after December 31,
1988, such distributions must meet the minimum distribution
incidental benefit requirements in Section 1.401(a)(9)-2 of the
Income Tax Regulations. Any changes in the designation will be
considered to be a revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not
named in the designation) under the designation will not be
considered to be a revocation of the designation, so long as
such substitution or addition does not alter the period over
which distributions are to be made under the designation,
directly or indirectly (for example, by altering the relevant
measuring life). In the case in which an amount is transferred
or rolled over from one plan to another plan, the rules in Q&A
J-2 and Q&A J-3 shall apply.

6.07 ANNUITY CONTRACTS
Any annuity contract distributed under the Plan (if permitted or
required by this Section 6) must be nontransferable. The terms of any
annuity contract purchased and distributed by the Plan to a Participant
or spouse shall comply with the requirements of the Plan.
<PAGE> 28
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24

6.06 LOANS TO PARTICIPANTS
If the Adoption Agreement so indicates, a Participant may
receive a loan from the Fund, subject to the following rules:

A. Loans shall be made available to all Participants on a
reasonably equivalent basis.

B. Loans shall not be made available to Highly Compensated
Employees (as defined in Section 414(q) of the Code) in
an amount greater than the amount made available to other
Employees.

C. Loans must be adequately secured and bear a reasonable
interest rate.

D. No Participant loan shall exceed the present value of the
Vested portion of a Participant's Individual Account.

E. A Participant must obtain the consent of his or her spouse,
if any, to the use of an Individual Account as security
for the loan. Spousal consent shall be obtained no earlier
than the beginning of the 90 day period that ends on the date
on which the loan is to be so secured. The consent must be in
writing, must acknowledge the effect of the loan, and must be
witnessed by a plan representative or notary public. Such
consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to
that loan. A new consent shall be required if the account
balance is used for renegotiation, extension, renewal, or
other revision of the loan.

F. In the event of default, foreclosure on the note and
attachment of security will not occur until a
distributable event occurs in the Plan.

G. No loans will be made to any shareholder-employee or
Owner-Employee. For purposes of this requirement, a
shareholder-employee means an employee or officer of an
electing small business (Subchapter S) corporation who owns
(or is considered as owning within the meaning of Section
318(a)(1) of the Code), on any day during the taxable year of
such corporation, more than 5% of the outstanding stock of the
corporation.

If a valid spousal consent has been obtained in accordance with
6.08(E), then, notwithstanding any other provisions of this Plan,
the portion of the Participant's Vested Individual Account used
as a security interest held by the Plan by reason of a loan
outstanding to the Participant shall be taken into account for
purposes of determining the amount of the account balance payable
at the time of death or distribution, but only if the reduction
is used as repayment of the loan. If less than 100% of the
Participant's Vested Individual Account (determined without
regard to the preceding sentence) is payable to the surviving
spouse, then the account balance shall be adjusted by first
reducing the Vested Individual Account by the amount of the
security used as repayment of the loan, and then determining the
benefit payable to the surviving spouse.

No loan to any Participant can be made to the extent that such
loan when added to the outstanding balance of all other loans to
the Participant would exceed the lesser of (a) $50,000 reduced by
the excess (if any) of the highest outstanding balance of loans
during the one year period ending on the day before the loan is
made, over the outstanding balance of loans from the Plan on the
date the loan is made, or (b) 50% of the present value of the
nonforfeitable Individual Account of the Participant or, if
greater, the total Individual Account up to $10,000. For the
purpose of the above limitation, all loans from all plans of the
Employer and other members of a group of employers described in
Sections 414(b), 414(c), and 414(m) of the Code are aggregated.
Furthermore, any loan shall by its terms require that repayment
(principal and interest) be amortized in level payments, not less
frequently than quarterly over a period not extending beyond 5
years from the date of the loan, unless such loan is used to
acquire a dwelling unit which within a reasonable time
(determined at the time the loan is made) will be used as the
principal residence of the Participant. An assignment or pledge
of any portion of the Participant's interest in the Plan and a
loan, pledge, or assignment with respect to any insurance
contract purchased under the Plan, will be treated as a loan
under this paragraph.

The Plan Administrator shall administer the loan program in
accordance with a written document. Such written document shall
include, at a minimum, the following: (i) the identity of the
person or positions authorized to administer the Participant loan
program; (ii) the procedure for applying for loans; (iii) the
basis on which loans will be approved or denied; (iv) limitations
(if any) on the types and amounts of loans offered; (v) the
procedure under the program for determining a reasonable rate of
interest; (vi) the types of collateral which may secure a
Participant loan; and (vii) the events constituting default and
the steps that will be taken to preserve Plan assets in the event
of such default.

6.09. DISTRIBUTION IN KIND
The Plan Administrator may cause any distribution under this
Plan to be made either in a form actually held in the Fund, or in
cash by converting assets other than cash into cash, or in any
combination of the two foregoing ways.

6.10. DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS

A. Direct Rollover Option - This Section applies to
distributions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee
may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.

B. Definitions

1. Eligible rollover distribution - An eligible rollover
distribution is any distribution of all or any portion
of the balance to the credit of the distributee, except that
an eligible rollover distribution does not include:

a. any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified
period of ten years or more;

b. any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; and

c. the portion of any distribution that is not
included in gross income (determined without regard to
the exclusion for net unrealized appreciation with respect
to employer securities).

2. Eligible retirement plan - An eligible retirement plan is
an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan
described in
<PAGE> 29
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25

Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan is
an individual retirement account or individual retirement annuity.

3. Distributee - A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations order,
as defined in Section 414(p) of the Code, are distributees with
regard to the interest of the spouse or former spouse.

4. Direct rollover - A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.

SECTION SEVEN CLAIMS PROCEDURE

7.01 FILING A CLAIM FOR PLAN DISTRIBUTIONS
A Participant or Beneficiary who desires to make a claim for the Vested
portion of the Participant's Individual Account shall file a written
request with the Plan Administrator on a form to be furnished to him by
the Plan Administrator for such purpose. The request shall set forth the
basis of the claim. The Plan Administrator is authorized to conduct such
examinations as may be necessary to facilitate the payment of any benefits
to which the Participant or Beneficiary may be entitled under the terms of
the Plan.

7.02 DENIAL OF CLAIM
Whenever a claim for a Plan distribution by any Participant or
Beneficiary has been wholly or partially denied, the Plan Administrator
must furnish such Participant or Beneficiary written notice of the denial
within 60 days of the date the original claim was filed. This notice shall
set forth the specific reasons for the denial, specific reference to
pertinent Plan provisions on which the denial is based, a description of
any additional information or material needed to perfect the claim, an
explanation of why such additional information or material is necessary
and an explanation of the procedures for appeal.

7.03 REMEDIES AVAILABLE
The Participant or Beneficiary shall have 60 days from receipt of the
denial notice in which to make written application for review by the Plan
Administrator. The Participant or Beneficiary may request that the review
be in the nature of a hearing. The Participant or Beneficiary shall have
the right to representation, to review pertinent documents and to submit
comments in writing. The Plan Administrator shall issue a decision on such
review within 60 days after receipt of an application for review as
provided for in Section 7.02. Upon a decision unfavorable to the
Participant or Beneficiary, such Participant or Beneficiary shall be
entitled to bring such actions in law or equity as may be necessary or
appropriate to protect or clarify his right to benefits under this Plan.

SECTION EIGHT PLAN ADMINISTRATOR

8.01 EMPLOYER IS PLAN ADMINISTRATOR
A. The Employer shall be the Plan Administrator unless the
managing body of the Employer designates a person or persons other than
the Employer as the Plan Administrator and so notifies the Prototype
Sponsor and the Trustee (or Custodian, if applicable). The Employer
shall also be the Plan Administrator if the person or persons so
designated cease to be the Plan Administrator.

B. If the managing body of the Employer designates a person or
persons other than the Employer as Plan Administrator, such person or
persons shall serve at the pleasure of the Employer and shall serve
pursuant to such procedures as such managing body may provide. Each
such person shall be bonded as may be required by law.

8.02 POWERS AND DUTIES OF THE PLAN ADMINISTRATOR
A. The Plan Administrator may, by appointment, allocate the
duties of the Plan Administrator among several individuals or entities.
Such appointments shall not be effective until the party designated
accepts such appointment in writing.

B. The Plan Administrator shall have the authority to control
and manage the operation and administration of the Plan. The Plan
Administrator shall administer the Plan for the exclusive benefit of
the Participants and their Beneficiaries in accordance with the
specific terms of the Plan.

C. The Plan Administrator shall be charged with the duties of
the general administration of the Plan, including, but not limited to,
the following:

1. To determine all questions of interpretation or policy in a
manner consistent with the Plan's documents and the Plan
Administrator's construction or determination in good faith shall be
conclusive and binding on all persons except as otherwise provided
herein or by law. Any interpretation or construction shall be done
in a nondiscriminatory manner and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan
under the terms of Section 401(a) of the Code, as amended from
time-to-time, and shall comply with the terms of ERISA, as amended
from time-to-time;

2. To determine all questions relating to the eligibility of
Employees to become or remain Participants hereunder;

3. To compute the amount necessary or desirable to be
contributed to the Plan;

4. To compute the amount and kind of benefits to which a
Participant or Beneficiary shall be entitled under the Plan and to
direct the Trustee (or Custodian, if applicable) with respect to all
disbursements under the Plan, and, when requested by the Trustee (or
Custodian,), to furnish the Trustee (or Custodian) with
instructions, in writing, on matters pertaining to the Plan and the
Trustee (or Custodian) may rely and act thereon;

5. To maintain all records necessary for the administration of
the Plan;

6. To be responsible for preparing and filing such disclosure
and tax forms as may be required from time-to-time by the Secretary
of Labor or the Secretary of the Treasury; and

<PAGE> 30
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26

7. To furnish each Employee, Participant or Beneficiary such
notices, information and reports under such circumstances as may be
required by law.

D. The Plan Administrator shall have all of the powers necessary or
appropriate to accomplish his duties under the Plan, including, but not
limited to, the following:

1. To appoint and retain such persons as may be necessary to
carry out the functions of the Plan Administrator;

2. To appoint and retain counsel, specialists or other persons
as the Plan Administrator deems necessary or advisable in the
administration of the Plan;

3. To resolve all questions of administration of the Plan;

4. To establish such uniform and nondiscriminatory rules which
it deems necessary to carry out the terms of the Plan;

5. To make any adjustments in a uniform and nondiscriminatory
manner which it deems necessary to correct any arithmetical or
accounting errors which may have been made for any Plan Year; and

6. To correct any defect, supply any omission or reconcile any
inconsistency in such manner and to such extent as shall be deemed
necessary or advisable to carry out the purpose of the Plan.

8.03 EXPENSES AND COMPENSATION
All reasonable expenses of administration including, but not limited
to, those involved in retaining necessary professional assistance may be
paid from the assets of the Fund. Alternatively, the Employer may, in its
discretion, pay such expenses. The employer shall furnish the Plan
Administrator with such clerical and other assistance as the Plan
Administrator may need in the performance of his duties.

8.04 INFORMATION FROM EMPLOYER

To enable the Plan Administrator to perform his duties, the employer
shall supply full and timely information to the Plan Administrator (or his
designated agents) on all matters relating to the Compensation of all
Participants, their regular employment, retirement, death, Disability or
Termination of Employment, and such other pertinent facts as the Plan
Administrator (or his agents) may require. The Plan Administrator shall
advise the Trustee (or Custodian, if applicable) of such of the foregoing
facts as may be pertinent to the Trustee's (or Custodian's) duties under
the Plan. The Plan Administrator (or his agents) is entitled to rely on
such information as is supplied by the employer and shall have no duty or
responsibility to verify such information.

SECTION NINE AMENDMENT AND TERMINATION
9.01 RIGHT OF PROTOTYPE SPONSOR TO AMEND THE PLAN
A. The Employer, by adopting the Plan, expressly delegates to
the Prototype Sponsor the power, but not the duty, to amend the Plan
without any further action or consent of the Employer as the Prototype
Sponsor deems necessary for the purpose of adjusting the Plan to comply
with all laws and regulations governing pension or profit sharing
plans. Specifically, it is understood that the amendments may be made
unilaterally by the Prototype Sponsor. However, it shall also be
understood that the Prototype Sponsor shall be under no obligation to
amend the Plan documents and the Employer expressly waives any rights
or claims against the Prototype Sponsor for not exercising this power
to amend. For purposes of Prototype Sponsor amendments, the mass
submitter shall be recognized as the agent of the Prototype Sponsor. If
the Prototype Sponsor does not adopt the amendments made by the mass
submitter, it will no longer be identical to or a minor modifier of the
mass submitter plan.

B. An amendment by the Prototype Sponsor shall be accomplished
by giving written notice to the Employer of the amendment to be made.
The notice shall set forth the text of such amendment and the date such
amendment is to be effective. Such amendment shall take effect unless
within the 30 day period after such notice is provided, or within such
shorter period as the notice may specify, the Employer gives the
Prototype Sponsor written notice of refusal to consent to the
amendment. Such written notice of refusal shall have the effect of
withdrawing the Plan as a prototype plan and shall cause the Plan to be
considered an individually designed plan. The right of the Prototype
Sponsor to cause the Plan to be amended shall terminate should the Plan
cease to conform as a prototype plan as provided in this or any other
section.

9.02 RIGHT OF EMPLOYER TO AMEND THE PLAN
The Employer may (1) change the choice of options in the Adoption
Agreement, (2) add overriding language in the Adoption Agreement when such
language is necessary to satisfy Section 415 or Section 416 of the Code
because of the required aggregation of multiple plans, and (3) add certain
model amendments published by the Internal Revenue Service which
specifically provide that their adoption will not cause the Plan to be
treated as individually designed. An Employer that amends the Plan for any
other reason, including a waiver of the minimum funding requirement under
Section 412(d) of the Code, will no longer participate in this prototype
plan and will be considered to have an individually designed plan.

An Employer who wishes to amend the Plan to change the options it has
chosen in the Adoption Agreement must complete and deliver a new Adoption
Agreement to the Prototype Sponsor and Trustee (or Custodian, if
applicable). Such amendment shall become effective upon execution by the
Employer and Trustee (or Custodian).

The Employer further reserves the right to replace the Plan in its
entirety by adopting another retirement plan which the Employer designates
as a replacement plan.

9.03 LIMITATION ON POWER TO AMEND
No amendment to the Plan shall be effective to the extent that it has
the effect of decreasing a Participant's accrued benefit. Notwithstanding
the preceding sentence, a Participant's Individual Account may be reduced
to the extent permitted under Section 412(c)(8) of the Code. For purposes
of this paragraph, a plan amendment which has the effect of decreasing a
Participant's Individual Account or eliminating an optional form of
benefit with respect to the benefits attributable to service before the
amendment shall be treated as reducing an accrued benefit. Furthermore, if
the vesting schedule of a Plan is amended, in the case of an Employee who
is a Participant as of the later of the date such amendment is adopted or
the date it becomes effective, the Vested percentage (determined as of
such date) of such Employee's Individual Account derived from Employer
Contributions will not be less than the percentage computed under the Plan
without regard to such amendment.

<PAGE> 31
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27

9.04 AMENDMENT OF VESTING SCHEDULE
If the Plan's vesting schedule is amended, or the Plan is amended in
any way that directly or indirectly affects the computation of the
Participant's Vested percentage, or if the Plan is deemed amended by an
automatic change to or from a top-heavy vesting schedule, each
Participant with at least 3 Years of Vesting Service with the Employer
may elect, within the time set forth below, to have the Vested
percentage computed under the Plan without regard to such amendment.

For Participants who do not have at least 1 Hour of Service in any Plan
Year beginning after December 31, 1988, the preceding sentence shall be
applied by substituting "5 Years of Vesting Service" for "3 Years of
Vesting Service" where such language appears.

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

A. 60 days after the amendment is adopted;

B. 60 days after the amendment becomes effective; or

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

9.05 PERMANENCY
The Employer expects to continue this Plan and make the necessary
contributions thereto indefinitely, but such continuance and payment is
not assumed as a contractual obligation. Neither the Adoption Agreement
nor the Plan nor any amendment or modification thereof nor the making of
contributions hereunder shall be construed as giving any Participant or
any person whomsoever any legal or equitable right against the Employer,
the Trustee (or Custodian, if applicable), the Plan Administrator or the
Prototype Sponsor except as specifically provided herein, or as provided
by law.

9.06 METHOD AND PROCEDURE FOR TERMINATION
The Plan may be terminated by the Employer at any time by appropriate
action of its managing body. Such termination shall be effective on the
date specified by the Employer. The Plan shall terminate if the Employer
shall be dissolved, terminated, or declared bankrupt. Written notice of
the termination and effective date thereof shall be given to the Trustee
(or Custodian, if applicable), Plan Administrator, Prototype Sponsor,
Participants and Beneficiaries of deceased Participants, and the required
filings (such as the Form 5500 series and others) must be made with the
Internal Revenue Service and any other regulatory body as required by
current laws and regulations. Until all of the assets have been
distributed from the Fund, the Employer must keep the Plan in compliance
with current laws and regulations by (a) making appropriate amendments to
the Plan and (b) taking such other measures as may be required.

9.07 CONTINUANCE OF PLAN BY SUCCESSOR EMPLOYER
Notwithstanding the preceding Section 9.06, a successor of the Employer
may continue the Plan and be substituted in the place of the present
Employer. The successor and the present Employer (or, if deceased, the
executor of the estate of a deceased Self-Employed Individual who was the
Employer) must execute a written instrument authorizing such substitution
and the successor must complete and sign a new Adoption Agreement.

9.08 FAILURE OF PLAN QUALIFICATION
If the Plan fails to attain or retain its qualified status, the Plan
will no longer be considered to be part of a prototype plan, and such
Employer can no longer participate under this prototype. In such event,
the Plan will be considered an individually designed plan.

SECTION TEN MISCELLANEOUS

10.01 STATE COMMUNITY PROPERTY LAWS
The terms and conditions of this Plan shall be applicable without regard
to the community property laws of any state.

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

10.03 GENDER AND NUMBER
Whenever any words are used herein the masculine gender they shall be
construed as though they were also used in the feminine gender in all
cases where they would so apply, and whenever any words are used herein
in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

10.04 PLAN MERGER OR CONSOLIDATION
In the case of any merger or consolidation of the Plan with, or transfer
of assets or liabilities of such Plan to, any other plan, each
Participant shall be entitled to receive benefits immediately after the
merger, consolidation, or transfer (if the Plan had then terminated)
which are equal to or greater than the benefits he would have been
entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then terminated). The Trustee (or Custodian,
if applicable) has the authority to enter into merger agreements or
agreements to directly transfer the assets of this Plan but only if such
agreements are made with trustees or custodians of other retirement
plans described in Section 401(a) of the Code.

10.05 STANDARD OF FIDUCIARY CONDUCT
The Employer, Plan Administrator, Trustee and any other fiduciary under
this Plan shall discharge their duties with respect to this Plan solely
in the interests of Participants and their Beneficiaries and with the
care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims. No fiduciary shall cause the Plan to
engage in any transaction known as a "prohibited transaction" under
ERISA.

10.06 GENERAL UNDERTAKING OF ALL PARTIES
All parties to this Plan and all persons claiming any interest whatsoever
hereunder agree to perform any and all acts and execute any and all
documents and papers which may be necessary or desirable for the carrying
out of this Plan and any of its provisions.
<PAGE> 32
================================================================================
28

10.07 AGREEMENT BINDS HEIRS, ETC.

This plan shall be binding upon the heirs, executors, administrators,
successors and assigns, as those terms shall apply to any and all
parties hereto, present and future.

10.08 DETERMINATION TO TOP-HEAVY STATUS

A. For any Plan Year beginning after December 31, 1983, this
Plan is a Top-Heavy Plan if any of the following conditions exist:

1. If the top-heavy ratio for this Plan exceeds 60% and this
Plan is not part of any required aggregation group or permissive
aggregation group of plans;

2. If this Plan is part of a required aggregation group of
plans but not part of a permissive aggregation group and the
top-heavy ratio for the group of plans exceeds 60%.

3. If this Plan is a part of a required aggregation group and
part of a permissive aggregation group of plans and the top-heavy
ratio for the permissive aggregation group exceeds 60%.

For purposes of this Section 10.08, the following terms shall
have the meanings indicated below:

B. Key Employee - Any Employee or former Employee (and the beneficiaries
of such Employee) who at any time during the determination period was
an officer of the Employer is such individual's annual compensation
exceeds 50% of the dollar limitation under Section 415(b)(1)(A) of
the Code, an owner (or considered an owner under Section 318 of the
Code) of one of the 10 largest interests in the Employer if such
individual's compensation exceeds 100% of the dollar limitation under
Section 415(c)(1)(A) of the Code, a 5% owner of the Employer, or a 1%
owner of the Employer who has an annual compensation of more than
$150,000. Annual compensation means compensation as defined in
Section 415(c)(3) of the Code, but including amounts contributed by
the Employer pursuant to a salary reduction agreement which are
excludible from the Employee's gross income under Section 125,
Section 402(a)(8), Section 402(h) or Section 403(b) of the Code. The
determination period is the Plan Year containing the determination
date and the 4 preceding Plan Years.

The determination of who is a Key Employee will be made in
accordance with Section 416(i)(1) of the Code and the regulations
thereunder.

C. Top-Heavy ratio

1. If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the
Employer has not maintained any defined benefit plan which during
the 5-year period ending on the determination date(s) has or has
had accrued benefits, the top-heavy ratio for this Plan alone or
for the required or permissive aggregation group as appropriate is
a fraction, the numerator of which is the sum of the account
balances of all Key Employees as of the determination date(s)
(including any part of any account balance distributed in the
5-year period ending on the determination date(s)), and the
denominator of which is the sum of all account balances (including
any part of any account balance distributed in the 5-year period
ending on the determination date(s)), both computed in accordance
with Section 416 of the Code and the regulations thereunder. ?????
the numerator and the denominator of the top-heavy ratio are
increased to reflect any contribution not actually made as of the
determination date, but which is required to be taken into account
on that date under Section 416 of the Code and the regulations
thereunder.

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

3. For purposes of (1) and (2) above, the value of account
balances and the present value of accrued benefits will be
determined as of the most recent valuation date that falls within
or ends with the 12-month period ending on the determination date,
except as provided in Section 416 of the Code and the regulations
thereunder for the first and second plan years of a defined benefit
plan. The account balances and accrued benefits of a Participant
(a) who is not a Key Employee but who was a Key Employee in a
Prior Year, or (b) who has not been credited with at least one Hour
of Service with any employer maintaining the plan at any time
during the 5-year period ending on the determination date will be
disregarded. The calculation of the top-heavy ratio, and the extent
to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code
and the regulations thereunder. Deductible employee contributions
will not be taken into account for purposes of computing the
top-heavy ratio. When aggregating plans the value of account
balances and accrued benefits will be calculated with reference to
the determination dates that fall within the same calendar year.

The accrued benefit of a Participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans
maintained by the Employer, or (b) if there is no such method, as
if such benefit accrued not more rapidly than the slowest accrual
rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.

4. Permissive aggregation group: The required aggregation group
of plans plus any other plan or plans of the Employer which, when
considered as a group with the required aggregation group, would
continue to satisfy the requirements of Section 401(a)(4) and 410
of the Code.
<PAGE> 33
5. Required aggregation group: (a) Each qualified plan of the Employer
in which at least one Key Employee participates or participated at
any time during the determination period (regardless of whether the
Plan has terminated), and (b) any other qualified plan of the
Employer which enables a plan described in (a) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

6. Determination date: For any Plan Year subsequent to the first Plan
Year, the last date of the preceding Plan Year. For the first Plan
Year of the Plan, the last day of the year.

7. Valuation date: For purposes of calculating the top-heavy ratio, the
valuation date shall be the last day of each Plan Year.

8. Present value: For purposes of establishing the "present value" of
benefits under a defined benefit plan to compute the top-heavy ratio,
any benefit shall be discounted only for mortality and interest based
on the interest rate and mortality table specified for this purpose
in the defined benefit plan.

10.09 SPECIAL LIMITATIONS FOR OWNER-EMPLOYEES

If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the
plan established for other trades or businesses must, when looked at as a
single plan, satisfy Sections 401(a) and (d) of the Code for the
employees of those trades or businesses.

If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses, the
employees of the other trades or businesses must be included in a plan
which satisfies Sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under this Plan.

If an individual is covered as an Owner-Employee under the plans of two
or more trades or businesses which are not controlled and the individual
controls a trade or business, then the contributions or benefits of the
employees under the plan of the trade or business which is controlled
must be as favorable as those provided for him under the most favorable
plan of the trade or business which is not controlled.

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

A. own the entire interest in a unincorporated trade or business, or

B. in the case of a partnership, own more than 50% of either the capital
interest or the profit interest in the partnership.

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

10.10 INALIENABILITY OF BENEFITS

No benefit or interest available hereunder will be subject to assignment
or alienation, either voluntarily or involuntarily. The preceding
sentence shall also apply to the creation, assignment, or recognition of
a right to any benefit payable with respect to a Participant pursuant to
a domestic relations order, unless such order is determined to be a
qualified domestic relations order, as defined in Section 414(p) of the
Code.

Generally, a domestic relations order cannot be a qualified domestic
relations order until January 1, 1985. However in the case of a domestic
relations order entered before such date, the Plan Administrator:

(1) shall treat such order as a qualified domestic relations order if such
Plan Administrator is paying benefits pursuant to such order on such
date, and

(2) may treat any other such order entered before such date as a qualified
domestic relations order even if such order does not meet the
requirements of Section 414(p) of the Code.

<PAGE> 34
Page 1 of 4

J.C. BRADFORD & CO.
STANDARDIZED MONEY PURCHASE PENSION PLAN

<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------
Qualified Retirement Plan ADOPTION AGREEMENT
- -----------------------------------------------------------------------------------------------------------

SECTION 1. EMPLOYER INFORMATION

Name of Employer
------------------------------------------------------------------------------
Address
---------------------------------------------------------------------------------------
City State Zip
---------------------------- --------------------------- -----------------------
Telephone Federal Tax Identification Number
------------ ---------------------------------------
Income Tax Year End DECEMBER 31
--------------------------------------------------------------------------
(month) (day)

Type of Business (Check only one)
[ ] Sole Proprietorship [ ] Partnership [ ] Corporation [ ] Other (Specify _______________

Nature of Business (Describe)
-----------------------------------------------------------------

Plan Sequence No. __________________________ Enter 001 if this is the first qualified plan the

Employer has ever maintained, enter 002 if it is the second, etc.

For a plan which covers only the owner of the business, please provide the following
information about the owner:

Social Security No. ___________________________Date Business Established
---------------------

Date of Birth Marital Status
----------------------------------- -------------------------------
Home Address
----------------------------------------------------------------------------------

SECTION 2. EFFECTIVE DATES Check and complete Option A or B
OPTION A. [ ] This is the initial adoption of a money purchase pension 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 B. [ ] This is an amendment and restatement of an existing money purchase pension plan
(a Prior Plan).
The Prior Plan was initially effective on , 19 .
------------------------------- ----------
The Effective Date of this amendment and restatement is , 19 .
----------------- ----------
NOTE: The effective date is usually the first day of the Plan Year in which the
Adoption Agreement is signed.

SECTION 3. ELIGIBILITY REQUIREMENTS Complete Parts A, B and C
PART A. Years of Eligibility Service Requirement:
An Employee will be eligible to become a Participant in the Plan after completing
____________
(enter 0, 1 or 2) Years of Eligibility Service.
NOTE: If more than 1 year is selected, the immediate 100% vesting schedule of Section 5,
Option C will automatically apply. If left blank, the Years of Eligibility Service required
will be deemed to be 0.
PART B. Age Requirement:
An Employee will be eligible to become a Participant in the Plan after attaining age ______________________
(no more than 21).
NOTE: If left blank, it will be deemed there is no age requirement for eligibility.
PART C. Class of Employees Eligible to Participate:
All Employees shall be eligible to become a Participant in the Plan, except the following (if
checked):
</TABLE>
<PAGE> 35
Standardized Money Purchase Pension Plan Page 2 of 4
Adoption Agreement

/ / Those Employees included in a unit of Employees
covered by the terms of a collective bargaining
agreement between Employee representatives (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) and the Employer under which retirement
benefits were the subject of good faith bargaining
unless the agreement provides that such Employees are to
be included in the Plan, and except those Employees who
are non-resident aliens pursuant to Section 410(b)(3)(C)
of the Code and who received no earned income from the
Employer which constitutes income from sources within
the United States.

SECTION 4. EMPLOYER CONTRIBUTION AND ALLOCATION FORMULA Check and complete
either option A or B

OPTION A. / / NONINTEGRATED FORMULA:
For each Plan Year the Employer will contribute for
each qualifying Participant an amount equal to ____%
(not to exceed 25%) of the qualifying Participant's
Compensation for the Plan Year.

OPTION B. / / INTEGRATED FORMULA:
For each Plan Year, the Employer will contribute for
each qualifying Participant an amount equal to the sum
of the amounts determined in Step 1 and Step 2:

Step 1. An amount equal to ______% (the base
contribution percentage) of the Participant's
Compensation for the Plan Year up to the
integration level; plus

Step 2. An amount equal to ______% (not to exceed
the base contribution percentage by more
than the lesser of: (1) the base
contribution percentage, or (2) the money
purchase maximum disparity rate as described
in Section 3.01(B)(3) of the Plan) of such
Participant's Compensation for the Plan Year
in excess of the integration level.

The integration level shall be (CHOOSE ONE):

OPTION 1. / / The Taxable Wage Base
OPTION 2. / / $____________ (a dollar
amount less than the Taxable Wage
Base)
OPTION 3. / / ___________% of the
Taxable Wage Base

NOTE: If no box is checked, the integration level
shall be the Taxable Wage Base.

SECTION 5. VESTING
A Participant shall become Vested in his or her Individual Account
attributable to Employer Contributions and Forfeitures as
follows (CHOOSE ONE):

<TABLE>
<CAPTION>
VESTED PERCENTAGE
YEARS OF -----------------------------------------------------------------------------
VESTING SERVICE Option A / / Option B / / Option C / / Option D / / (Complete if chosen)
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 0% 0% 100% 0%
----
2 0% 20% 100% 100% (not less than 20%)
----
3 100% 40% 100% 100% (not less than 40%)
----
4 100% 60% 100% 100% (not less than 60%)
----
5 100% 80% 100% 100% (not less than 80%)
----
6 100% 100% 100% 100% (not less than 100%)
----
- -----------------------------------------------------------------------------------------------
</TABLE>

NOTE: If left blank, Option C, 100% vesting, will be deemed to be selected

SECTION 6. NORMAL RETIREMENT AGE
The Normal Retirement Age under the Plan is age ___________
(not to exceed 65).
NOTE: If left blank, the Normal Retirement Age will be deemed to
be age 59 1/2.

SECTION 7. HOURS REQUIRED Complete Parts A and B
PART A. 1000 Hours of Service (no more than 1,000) shall be required to
constitute a Year of Vesting Service or a Year of Eligibility
Service.

<PAGE> 36

Standardized Money Purchase Pension Plan Page 3 of 4
Adoption Agreement

PART B. 500 Hours of Service (no more than 500) must be exceeded to avoid
a Break in Vesting Service or a Break in Eligibility Service.
NOTE: The number of hours in Part A must be greater than the
number of hours in Part B.

SECTION 8. 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 / / No

B. Participant Direction of Investments: Will Participants be
permitted to direct the investment of their Individual
Accounts pursuant to Section 5.14 of the Plan?
/ / Yes / / No

SECTION 9. JOINT AND SURVIVOR ANNUITY
The survivor annuity portion of the Joint and Survivor Annuity
shall be a percentage equal to ___% (at least 50% but no more that
100%) of the amount paid to the Participant prior to his or her
death.

SECTION 10. ADDITIONAL PLANS
An Employer who has ever maintained or who later adopts any plan
(including a welfare benefit fund, as defined in Section 419(e) of
the Code, which provides post-retirement medical benefits allocated
to separate accounts for key employees as defined in Section
419A(d)(3) of the Code or an individual medical account, as defined
in Section 415(1)(2) of the Code) in addition to this Plan (other
than a paired standardized profit sharing plan using Basic Plan
Document No. 03) may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that
this Plan is qualified under Section 401 of the Code. If the
Employer who adopts or maintains multiple plans wishes to obtain
reliance that the Employer's plan(s) are qualified, application for
a determination letter should be made to the appropriate Key
District Director of Internal Revenue.

This Adoption Agreement may be used only in conjuction with Basic
Plan Document No. 03.

SECTION 11. EMPLOYER SIGNATURE Important: Please read before signing.
I am an authorized representative of the Employer named above and
I state the following:

Signature for Employer Date Signed
------------------- ------------

(Type Name)
-------------------------------------------------------

SECTION 12. TRUSTEE OR CUSTODIAN Check and complete only one Option
[] OPTION A. FINANCIAL ORGANIZATION AS TRUSTEE OR CUSTODIAN
Check one: / / Custodian / / Trustee without full trust
powers, or
/ / Trustee with full trust powers
NOTE: Custodian will be deemed selected if no box is checked.
Financial Organization
-------------------------------------------
Signature
--------------------------------------------------------
(Type Name)
-------------------------------------------------------

<PAGE> 37

Standardized Money Purchase Pension Plan Page 4 of 4
Adoption Agreement

OPTION B. INDIVIDUAL TRUSTEE(S)
Signature Signature
------------------------ -------------------
(Type Name) (Type Name)
----------------------- -----------------

INDIVIDUAL TRUSTEE(S)
Signature Signature
------------------------ -------------------
(Type Name) (Type Name)
---------------------- -----------------

INDIVIDUAL TRUSTEE(S)
Signature Signature
------------------------ -------------------
(Type Name) (Type Name)
----------------------- -----------------

SECTION 13. PROTOTYPE SPONSOR
Name of Prototype Sponsor J. C. BRADFORD & CO.
--------------------------------------
Address 330 COMMERCE STREET; NASHVILLE, TN 37201
---------------------------------------------------------
Telephone Number (615) 748-9434
------------------------------------------------

SECTION 14. LIMITATION ON ALLOCATIONS - MORE THAN ONE PLAN
If you maintain or ever maintained another qualified plan (other
than a paired standardized profit sharing plan using Basic Plan
Document No. 03) 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(1)(2) of the Code, under which amounts are treated as annual
additions with respect to any Participant in this Plan.

PART A. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master
or prototype plan:
1. / / The provisions of Sections 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. 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. Such language must preclude
Employer discretion. (Complete)

PART C. Compensation will mean all of each Participant's (Choose one):
OPTION 1. / / Section 3121(a) wages
OPTION 2. / / Section 3401(a) wages
OPTION 3. / / 415 safe-harbor compensation
NOTE: If no box is checked, Option 2 will be deemed to be
selected.
PART D. The limitation year is the following 12-consecutive month period:

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

<PAGE> 38
Page 1 of 4

J.C. BRADFORD & CO.
STANDARDIZED PROFIT SHARING PLAN

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------------------------
Qualified Retirement Plan ADOPTION AGREEMENT
- ----------------------------------------------------------------------------------------------------------------

SECTION 1. EMPLOYER INFORMATION

Name of Employer
-----------------------------------------------------------------------------------

Address
--------------------------------------------------------------------------------------------

City State Zip
--------------------------------- ---------------- ------------------------------------

Telephone Federal Tax Identification Number
------------------- --------------------------------------

Income Tax Year End
------------------------------------------------------------------------------
(month) (day)

Type of Business (Check only one)
[ ] Sole Proprietorship [ ] Partnership [ ] Corporation [ ] Other (Specify):_________________

Nature of Business (Describe)
----------------------------------------------------------------------

Plan Sequence No. __________________ Enter 001 if this is the first qualified plan the Employer has
ever maintained, enter 002 if it is the second, etc.

For a plan which covers only the owner of the business, please provide the following information
about the owner:

Social Security No. Date Business Established
-------------------------- ---------------------------

Date of Birth Marital Status
--------------------------------- ------------------------------------

Home Address
---------------------------------------------------------------------------------------

SECTION 2. EFFECTIVE DATES Check and complete Option A or B

OPTION A. [ ] 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 B. [ ] This is an amendment and restatement of an existing profit sharing plan (a Prior Plan).
The Prior Plan was initially effective on , 19 .
---------------------- --------------------------

The Effective Date of this amendment and restatement is , 19 .
-------------------------------- --------

NOTE: The effective date is usually the first day of the Plan Year in which the Adoption
Agreement is signed.

SECTION 3. ELIGIBILITY REQUIREMENTS Complete Parts A, B and C

PART A. Years of Eligibility Service Requirement:
An Employee will be eligible to become a Participant in the Plan after completing __________________
(enter 0, 1 or 2) Years of Eligibility Service.

NOTE: If more than 1 year is selected, the immediate 100% vesting schedule of Section 5,
Option C will automatically apply. If left blank, the Years of Eligibility Service required
will be deemed to be 0.

PART B. Age Requirement:
An Employee will be eligible to become a Participant in the Plan after attaining age _______________
(no more than 21).

NOTE: If left blank, it will be deemed there is no age requirement for eligibility.

PART C. Class of Employees Eligible to Participate:
All Employees shall be eligible to become a Participant in the Plan, except the following (if checked):
</TABLE>

<PAGE> 39

STANDARDIZED PROFIT SHARING PLAN Page 2 of 4
ADOPTION AGREEMENT

[ ] Those Employees included in a unit of Employees covered by
the terms of a collective bargaining agreement between
Employee representatives (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) and the Employer under which retirement
benefits were the subject of good faith bargaining unless the
agreement provides that such Employees are to be included in
the Plan, and except those Employees who are non-resident
aliens pursuant to Section 410(b)(3)(C) of the Code and who
received no earned income from the Employer which constitutes
income from sources within the United States.

SECTION 4. EMPLOYER CONTRIBUTION AND ALLOCATION FORMULA
PART A. CONTRIBUTION FORMULA:
For each Plan Year the Employer will contribute an amount to be
determined from year to year.

PART B. ALLOCATION FORMULA: (Check Option 1 or 2)
OPTION 1. [ ] Pro Rata Formula. Employer Contributions and Forfeitures
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. [ ] Integrated Formula. Employer Contributions and Forfeitures
shall be allocated as follows (Start with Step 3 if this
Plan is not a Top-Heavy Plan):

Step 1. Employer Contributions and Forfeitures shall first
be allocated pro rata to qualifying Participants in
the manner described in Section 4, Part B, Option 1.
The percent so allocated shall not exceed 3% of
each qualifying Participant's Compensation.
Step 2. Any Employer Contributions and Forfeitures
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 Participant's Compensation in excess of
the integration level, but not in excess of 3%.
Step 3. Any Employer Contributions and Forfeitures 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 Participant's 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 Contributions and Forfeitures remaining
after the allocation in Step 3 shall be allocated
pro rata to qualifying Participants in the manner
described in Section 4, Part B, Option 1.

The integration level shall be (Choose one):

OPTION 1. [ ] The Taxable Wage Base
OPTION 2. [ ] $_____________ (a dollar amount less than the
Taxable Wage Base)

OPTION 3. [ ]______________ % of the Taxable Wage Base
NOTE: If no box is checked, the integration level shall be
the Taxable Wage Base.

SECTION 5. VESTING
A Participant shall become Vested in his or her Individual Account
attributable to Employer Contributions and Forfeitures as follows
(Choose one):

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
VESTED PERCENTAGE
YEARS OF -----------------------------------------------------------------------------
VESTING SERVICE Option A [ ] Option B [ ] Option C [ ] Option D [ ] (Complete if chosen)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1 0% 0% 100% 0%
--------
2 0% 20% 100% 100% (not less than 20%)
--------
3 100% 40% 100% 100% (not less than 40%)
--------
4 100% 60% 100% 100% (not less than 60%)
--------
5 100% 80% 100% 100% (not less than 80%)
--------
6 100% 100% 100% 100% (not less than 100%)
--------
- ----------------------------------------------------------------------------------------------
</TABLE>

NOTE: If left blank, Option C, 100% vesting, will be deemed to be selected.

<PAGE> 40
STANDARDIZED PROFIT SHARING PLAN Page 3 of 4
ADOPTION AGREEMENT

<TABLE>
<S> <C>
SECTION 6. NORMAL RETIREMENT AGE

The Normal Retirement Age under the Plan is age __________ (not to exceed 65).
NOTE: If left blank, the Normal Retirement Age will be deemed to be age 59 1/2.

SECTION 7. HOURS REQUIRED Complete Parts A and B

PART A. 1000 Hours of Service (no more than 1,000) shall be required to constitute a
Year of Vesting Service or a Year of Eligibility Service.

PART B. 500 Hours of Service (no more than 500) must be exceded to avoid a Break in
Vesting Service or a Break in Eligibility Service.

NOTE: The number of hours in Part A must be greater than the number of hours in Part B.

SECTION 8. 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 [ ] No
B. Participant Direction of Investments: Will Participants be permitted to direct the
investment of their Individual Accounts pursuant to Section 5.14 of the Plan?
[ ] Yes [ ] No
C. In-Service Withdrawals: Will Participants be permitted to make withdrawals during service
pursuant to Section 6.01(A)(3) of the Plan? NOTE: If the Plan is being adopted to amend and
replace a Prior Plan which permitted in-service withdrawals you must answer "Yes."
[ ] Yes [ ] No
(Check here if such withdrawals will be permitted only on account of hardship [ ].)

SECTION 9. 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. [ ] 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 9, Part A is "No.")
The survivor annuity portion of the Joint and Survivor Annuity shall be a percentage equal to _____ %
(at least 50% but no more that 100%) of the amount paid to the Participant prior to his or her death.

SECTION 10. ADDITIONAL PLANS

An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in
Section 419(e) of the Code, which provides post-retirement medical benefits allocated to separate accounts for key
employees as defined in Section 419(A)(d)(3) of the Code or an individual medical account, as defined in Section
415(1)(2) of the Code) in addition to this Plan (other than a paired standardized money purchase pension plan using
Basic Plan Document No. 03) may not rely on the opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Section 401 of the Code. If the Employer who adopts or maintains
multiple plans wishes to obtain reliance that the plan(s) are qualified, application for a determination letter should
be made to the appropriate Key District Director of Internal Revenue.

This Adoption Agreement may only be used in conjunction with Basic Plan Document No. 03.

SECTION 11. EMPLOYER SIGNATURE Important: Please read before signing.

I am an authorized representative of the Employer named above and I state the following:
</TABLE>
<PAGE> 41

STANDARDIZED PROFIT SHARING PLAN Page 4 of 4
ADOPTION AGREEMENT

1. I acknowledge that I have relied upon my own advisors regarding
the completion of this Adoption Agreement and the legal and
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.
<TABLE>
<S> <C> <C>
Signature for Employer Date Signed
------------------------------------------ ---------------------------------------
(Type Name) (Type Name)
------------------------------------------ ---------------------------------------

SECTION 12. TRUSTEE OR CUSTODIAN Check and complete only one Option
OPTION A. FINANCIAL ORGANIZATION AS TRUSTEE OR CUSTODIAN
CHECK ONE: [ ] Custodian [ ] Trustee without full trust powers, or [ ] Trustee with full trust powers
NOTE: Custodian will be deemed selected if no box is checked.
Financial Organization
-----------------------------------------------------------------------------------
Signature
------------------------------------------------------------------------------------------------
(Type Name)
----------------------------------------------------------------------------------------------

OPTION B. INDIVIDUAL TRUSTEE(S)
Signature Signature
-------------------------------------------- ------------------------------------------
(Type Name) (Type Name)
------------------------------------------ -----------------------------------------

SECTION 13. PROTOTYPE SPONSOR
Name of Prototype Sponsor J. C. Bradford & Co.
------------------------------------------------------------------------------
Address 330 Commerce Street, Nashville, TN 37201
------------------------------------------------------------------------------------------------
Telephone Number (615) 748-9434
--------------------------------------------------------------------------------------

SECTION 14. LIMITATION ON ALLOCATIONS - MORE THAN ONE PLAN
If you maintain or ever maintained another qualified plan (other than a paired standardized money purchase pension
plan using Basic Plan Document No. 03) 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(1)(2) of
the Code, under which amounts are treated as annual additions with respect to any Participant in this Plan.

PART A. If the Participant is covered under another qualified defined contribution plan maintained by the Employer,
other than a master or prototype plan:
1. [ ] The provisions of Sections 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. 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.
Such language must preclude Employer discretion. (Complete)
-----------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------
PART C. Compensation will mean all of each Participant's (Choose one):
OPTION 1. [ ] Section 3121(a) wages
OPTION 2. [ ] Section 3401(a) wages
OPTION 3. [ ] 415 safe-harbor compensation
NOTE: If no box is checked, Option 2 will be deemed to be selected.
PART D. The limitation year is the following 12-consecutive month period:
------------------------------------------------------
</TABLE>
<PAGE> 42
J. C. Bradford & Co.

Summary Plan Description

for

Participating Employees

Qualified Retirement Plans

(Money Purchase Pension/Profit Sharing)

<PAGE> 43
INTRODUCTION

Your employer has adopted a type of employee benefit plan designed to help you
meet your financial needs during your retirement years. To become a Participant
in the Plan, you must meet the Plan's eligibility requirements. Once you
become a Participant, the Plan Administrator will establish and maintain an
Individual Account for you. Each Plan Year your account will be adjusted to
reflect contributions, gains, losses, etc. The percentage of your account which
you will be entitled to keep when you terminate employment depends on the
Plan's vesting schedule. These features are explained further in the following
pages.

The actual Plan is a complex legal document which has been written in the
manner required by the Internal Revenue Service (IRS). This document is called
the Summary Plan Description (or SPD). It is designed to explain and summarize
the important features of the Plan. The SPD consists of this SPD Booklet along
with a General Information Sheet. The General Information Sheet contains
information unique to the Plan which your Employer has adopted. As you read the
SPD Booklet, you will need to refer to the General Information Sheet to
understand how your Plan works. You should consult the Plan document for
technical and detailed Plan provisions. The legal operation of the Plan is
controlled by the Plan document and not this SPD.

If at any time you have specific questions about the Plan as it applies to you,
please bring them to the attention of the Plan Administrator whose address and
telephone number appear on the General Information Sheet. You may also examine
the Plan itself at a reasonable time by making arrangements with the Plan
Administrator.

<PAGE> 44
CONTENTS OF THE SUMMARY PLAN DESCRIPTION

SECTION 1 DEFINITIONS 1

SECTION 2 ELIGIBILITY AND PARTICIPATION 1
Information in this section includes:
The Eligibility Requirements
When You can Participate in the Plan
How Hours of Service Are Counted

SECTION 3 CONTRIBUTIONS TO THE PLAN 2
Information in this section includes:
The Employer Contribution
How to Share in Contributions
How Contributions Are Allocated

SECTION 4 DISTRIBUTION OF BENEFITS AND VESTING 3
Information in this section includes:
Benefit Eligibility
Distribution of Benefits
How Your Vested Amount is Determined
Restrictions or Penalties on Distributions
Payouts to Your Beneficiaries

SECTION 5 CLAIMS PROCEDURE 7
Information in this section includes:
What to do to Receive Benefits
How to File a Claim

SECTION 6 MISCELLANEOUS 8
Information in this section includes:
Self-Directing of Investments
Borrowing From the Plan
Break in Service Situations
Plan Termination

SECTION 7 RIGHTS UNDER ERISA 9
Information in this section includes:
The Rights and Protections a Plan
Participant is Entitled to Under
the Employee Retirement Income Security Act
<PAGE> 45

SECTION ONE DEFINITIONS

The following definitions are used in the text of this SPD. These words and
phrases are capitalized throughout the SPD for ease of reference.

COMPENSATION - means the earnings reported to you on Form W-2. However, in
some plans, certain types of earnings (for example, bonuses or overtime pay)
may be excluded from Compensation for purposes of the Plan. Refer to the
General Information Sheet.

EMPLOYER - means any person employed by the Employer.

EMPLOYER - means the sole-proprietorship, partnership, or corporation
maintaining this Plan.

EMPLOYER CONTRIBUTION - means the amount contributed to the Plan by the
Employer.

GENERAL INFORMATION SHEET - means the completed form which outlines
the provisions of the Plan as selected by the Employer. You should have
received a copy of the General Information Sheet along with this SPD Booklet.

INDIVIDUAL ACCOUNT - means the account established and maintained for each
Participant.

PARTICIPANT - means an Employee who has met the eligibility requirements, has
entered the Plan, and has become eligible to receive a contribution to his or
her Individual Account.

PLAN - means the specific retirement plan your Employer has set up. The Plan is
governed by a legal document containing various technical and detailed
provisions. The Plan Administrator has a copy of the Plan document.

PLAN ADMINISTRATOR - means the Employer unless otherwise designated in the
General Information Sheet. The Plan Administrator is responsible for directly
administering the Plan.

PLAN YEAR - means the 12 consecutive month period upon which the Plan is
maintained. Refer to the General Information Sheet.

SECTION TWO ELIGIBILITY AND PARTICIPATION

PART 1. WHAT ARE THE ELIGIBILITY REQUIREMENTS OF THE PLAN?

Employees Eligible to Participate
Generally, all Employees, including Employees who own part of the
business, will be eligible to participate in the Plan. However, the
Plan permits the Employer to exclude certain classifications of
Employees from participation. Refer to the General Information Sheet
to see if any Employee classifications have been excluded.

Age and Service Requirements
To be eligible to participate in the Plan, you must reach a certain
age and complete a certain number of years of service. The minimum
age and service requirements are shown on the General Information
Sheet.

Replacement Plan
If this is an amendment and restatement of a prior Plan in which you
were a Participant, you will automatically participate.

1
<PAGE> 46
PART 2. AFTER I MEET THE ELIGIBILITY REQUIREMENTS, WHEN DO I ACTUALLY
BECOME A PARTICIPANT IN THE PLAN?
During each Plan Year there are at least two entry dates upon
which you can begin participation. The entry dates for this
Plan are shown on your General Information Sheet. After you
have met the eligibility requirements, you will enter the
Plan - and thus become a Participant - on the next entry date.

PART 3. ONCE I AM A PLAN PARTICIPANT, WHAT MUST I DO TO CONTINUE TO
PARTICIPATE IN THE PLAN?
You will continue to participate in the Plan as long as you do
not incur a break in service. A break in service is a
consecutive 12 month period beginning on your date of hire and
each anniversary of your date of hire during which you do not
work more than the minimum number of hours of service specified
on the General Information Sheet. However, no break in service
will occur if the reason you did not work more than the
required number of hours was because of certain absences due to
birth, pregnancy or adoption of children, or military service
or other service during a national emergency during which your
re-employment under a federal or state law is protected and you
do, in fact, return to your employment within the time required
to give you such right.

PART 4. HOW ARE HOURS OF SERVICE COUNTED?
Hours of service are counted on the basis of actual number of
hours you work, or are entitled to Compensation, unless a
different method of counting hours of service is indicated on
the General Information Sheet. Refer to the General Information
Sheet to identify the minimum number of hours of service you
must accrue in a Plan Year to be given credit for a year of
service.

SECTION THREE CONTRIBUTIONS TO THE PLAN

PART 1. HOW WILL THE EMPLOYER CONTRIBUTION BE DETERMINED?
Each year, the Employer may contribute a certain percentage of
your Compensation to the Plan. If this is a profit sharing plan
as shown on the General Information Sheet, the managing body of
the Employer will decide the amount to contribute to the Plan
each year. The amount can vary from 0% to 15% of the
Participants' payroll each year. If this is a money purchase
pension plan, the Employer will contribute the percentage
stated in the General Information Sheet each year.

PART 2. WHAT MUST I DO TO SHARE IN THE EMPLOYER CONTRIBUTION?
Unless the General Information Sheet provides otherwise, you
will qualify to share in this contribution if you were a
Participant on at least one day of the Plan Year and completed
a year of service during the Plan Year. (If your Plan is a
standardized Plan as indicated on the General Information
Sheet, the requirement that you complete one year of service
does not apply. Rather, if you are a Participant, you will
qualify to share in the Employer Contribution unless you are
not working for the Employer on the last day of the Plan Year
because you terminate employment and had 500 or fewer hours of
service during the Plan Year.)

If the Plan is top-heavy and a contribution is made, you may be
eligible to receive a portion of the contribution even if you
fail to work at least the required number of hours of service
as long as you are a Participant and you are employed on the
last day of the Plan Year.

PART 3. WHAT PORTION OF THE EMPLOYER CONTRIBUTION WILL BE ALLOCATED TO
MY ACCOUNT?
How the Employer Contribution is allocated to your Individual
Account varies depending on whether your Plan is or is not
integrated with Social Security. Refer to the General
Information Sheet to see if your Plan is integrated.

Nonintegrated Plans (Also referred to as Pro Rata)
If your Plan is not integrated and a contribution is made, you
will receive a pro rata portion of the contribution equal to
the ratio of your Compensation to the Compensation of all
Participants.

2
<PAGE> 47
EXAMPLE: Assume that you are one of 10 participants in the Plan and
that your Compensation is $10,000. Assume also that the Compensation
of all Participants when added together equals $100,000. The ratio of
your Compensation ($10,000) to that of all Participants ($100,000) is
1/10. Therefore, 1/10 of the contribution which your Employer makes
to the Plan will be allocated to your account.

Integrated Plans
If your Plan is integrated, the contribution your Employer makes will
consists of two parts - base contribution and an excess contribution.
The base contribution will be a percentage of your total Compensation.
The excess contribution will be a percentage of your Compensation
above an amount called the integration level. The integration level
is the taxable wage base for the year unless otherwise specified in
the General Information Sheet.

PART 4. WHAT IS MEANT BY MY COMPENSATION?
In general, the amount of your Compensation taken into account under
the Plan is all earnings reported to you on Form W-2 unless the
General Information Sheet indicates otherwise. In the event your
Compensation exceeds $150,000 per year, only the first $150,000 will
be counted as Compensation under the Plan. This $150,000 compensation
cap will be adjusted annually by the Internal Revenue Service for
increases in the cost of living.

PART 5. WHERE DOES THE CONTRIBUTION MADE ON MY BEHALF GO?
The Employer makes the contribution to a trust fund where all dollars
are held for the benefit of the Participants. Your Employer will
establish and maintain an Individual Account for each Participant.
The Individual Account is used to track each Participant's share in
the total fund.

SECTION FOUR DISTRIBUTION OF BENEFITS AND VESTING

PART 1. WHEN MAY I WITHDRAW MONEY FROM THE PLAN?
Certain events must occur before you can withdraw money from the Plan.
You may withdraw benefits if any of the following occur:

A. You reach Normal Retirement Age - Normal Retirement Age under the
Plan is shown on the General Information Sheet.

B. You become disabled - Generally, you are disabled when you cannot
work because of a physical or mental condition which is expected
to last at least a year or result in your death.

C. You terminate your employment with the Employer.

D. Your Employer terminates the Plan.

In addition, if you die, the persons you named as beneficiaries will
receive benefits from the Plan.

PART 2. MAY I TAKE A PAYOUT FROM THE PLAN UNDER ANY OTHER CIRCUMSTANCES?
Refer to your General Information Sheet to determine if in-service
withdrawals are permitted under your Plan. If so, under certain
circumstances, you may take a payout of all or a portion of your
vested benefits. The amount which you may withdraw will depend upon
the length of time which you have participated in the Plan and the
reason for the withdrawal. See you Plan Administrator for further
information on in-service withdrawals.

3
<PAGE> 48
PART 3. HOW WILL MY BENEFITS BE PAID TO ME?

A. Payments from the Plan that are eligible rollover
distributions can be taken in two ways. You may have all or
any portion of your eligible rollover distribution either
(1) paid in a direct rollover to an IRA another employer plan
or (2) paid to you. If you choose to have your Plan benefits
paid to you, you will receive only 80% of the payment, because
the Plan Administrator is required to withhold 20% of the
payment and send it to the IRS as income tax withholding to
be credited against your taxes.

Your Plan Administrator will give you more information about
your options around the time you request your payout from the
Plan. That information will, among other things, define what
an eligible rollover distribution is.

B. If your vested Individual Account (i.e., the amount of money in
the Plan you are entitled to) is no more than $3,500, your
benefits will be paid, either directly to you or as a direct
rollover to an IRA or another plan, in a single lump sum
payment.

C. If your Plan is subject to the Retirement Equity Act (REA) safe
harbor provisions, payouts of your benefits under the Plan
will be made in a form other than an annuity. Refer to the
General Information Sheet to determine if your Plan is subject
to the REA safe harbor provisions.

D. If your Plan is not subject to the REA safe harbor provisions
and your vested Individual Account balance is more than
$3,500, your payouts will be in the form of an annuity, unless
the annuity option is waived. An annuity will provide you
with a series of periodic payments, usually monthly. The
annuity must be purchased from an insurance company. The size
of the payments you receive from the annuity will depend on
many factors including the value of your vested Individual
Account balance.

i. If you are married, the annuity will provide monthly
payments for as long as you or your spouse live. This
type of annuity is called a joint and survivor annuity.
If you die before your spouse, the monthly payments to
your spouse will be a percentage of the payments you had
been receiving before your death. Refer to the General
Information Sheet to find the survivor annuity
percentage.

ii. If you are not married, the type of annuity you will
receive will provide you with monthly payments for as
long as you live.

iii. If you do not want an annuity payout, you may choose
other types of payments. To waive the annuity option,
you must fill out and sign a waiver form. If you are
married, your spouse must consent to and sign the waiver
form in the presence of a Notary Public. You and your
spouse may sign the waiver form anytime within 90 days
of the start of your payments.

EXAMPLE: Bill wants to start receiving money on March 31,
1994. He and his spouse can sign the waiver form any time from
January 1 through March 31, 1994. Bill can now take his money
in another form, such as a single lump sum payment.

E. Contributions made to the Plan by you or on your behalf may
be used to purchase units in various investment funds. The
value of these funds can change daily.

Because the value of your units can change daily, the value
shown on your statement(s) may be different than the actual
amount you receive for a payout.

4
<PAGE> 49
PART 4. ONCE I BECOME ELIGIBLE TO RECEIVE BENEFITS, WHEN WILL THEY BE
DISTRIBUTED TO ME?
If the value of your Individual Account is no more than $3,500,
the Plan Administrator may direct that your benefits be paid
within 90 days after the end of the Plan Year in which you
become eligible to receive them.

If the value of your Individual Account is more than $3,500,
your benefit will not be paid until you submit a written
request to the Plan Administrator for payment. The Plan
Administrator can provide you with the proper request forms.
Once you have returned the completed request to the Plan
Administrator, payment will be made no later than 90 days after
the close of the Plan Year in which the Plan Administrator
received your request.

PART 5. EVEN IF I AM ELIGIBLE TO RECEIVE BENEFITS, MUST I HAVE MY
BENEFIT DISTRIBUTED FROM THE PLAN?
If the value of your Individual Account exceeds $3,500, your
benefit will not be distributed until you request payment from
the Plan Administrator. Your benefit could be left in the Plan.
However, you must begin taking required minimum distributions
at age 70 1/2, as explained in the next part.

PART 6. WHAT ARE REQUIRED MINIMUM DISTRIBUTIONS?
The tax laws and regulations require you to start taking
minimum distributions from the Plan by April 1 of the year
after the year in which you turn 70 1/2. Minimum distributions
must continue every year thereafter and must be taken by
December 31. In general, the amount of the annual minimum
distribution is determined by dividing the balance in your
Individual Account by your life expectancy or the joint life
expectancy of you and your beneficiary.

PART 7. WHEN I BECOME ELIGIBLE TO RECEIVE BENEFITS, WILL I RECEIVE THE
FULL VALUE OF MY INDIVIDUAL ACCOUNT?
It depends on the reason you are receiving the distribution and
your vested percentage. Your distribution will be the full
value of your Individual Account (that is, you will be 100%
vested) when you retire at normal retirement age or become
disabled or if the Employer terminates the Plan. Also, your
beneficiaries will receive the full value of your Individual
Account at your death.

However, if you terminate employment and therefore become
eligible for a distribution from the Plan, your distribution
will be only the vested amount in your Individual Account.

PART 8. HOW IS MY VESTED AMOUNT DETERMINED?
Your vested amount is determined by multiplying a percentage
from a vesting schedule by the total value of your Individual
Account. The vesting schedule determines how fast your
Individual Account becomes nonforfeitable, based upon your
years of service.

EXAMPLE: Suppose you have $10,000 in your Individual Account
and you quit when you are 40% vested. Your vested amount would
be $4,000, that is, 40% of $10,000. Therefore, you would
receive $4,000.

PART 9. WHICH VESTING SCHEDULE WILL BE USED TO DETERMINE MY VESTED
BENEFIT?
You will become vested according to the vesting schedule
checked on the General Information Sheet.

Vesting Schedule for Top-Heavy Plans
A top-heavy plan is one where more than 60% of the value of the
plan is credited to the accounts of certain officers,
shareholders and highly paid Participants. These individuals
are called key employees. The following vesting schedule will
be used for periods during which the Plan is top-heavy:

5
<PAGE> 50
YEARS OF SERVICE VESTED PERCENTAGE
---------------- -----------------
1 0%
2 20%
3 40%
4 60%
5 80%
6 100%

However, this top-heavy vesting schedule will not apply if the
vesting schedule selected by the Employer provides for faster
vesting. For example, if the Employer has selected the 100%
vesting schedule (where all Participants are 100% vested at all
times) and the Plan becomes top-heavy, that vesting schedule
selected by your Employer will remain in effect because it
provides for more rapid vesting.

PART 10. WHAT YEARS OF SERVICE ARE COUNTED FOR VESTING PURPOSES?
All of your years of service are counted for the purpose of
figuring your vested percentage unless otherwise provided on
the General Information Sheet.

PART 11. IF I AM NOT 100% VESTED AND I RECEIVE A DISTRIBUTION, WHAT
HAPPENS TO THE DOLLARS I LEAVE IN THE PLAN?
Dollars that are left in the Plan after a Participant receives
vested benefits are called forfeitures. In a profit sharing
plan, forfeitures are allocated to the Individual Accounts of
the Participants still in the Plan. In a money purchase pension
plan, forfeitures are either allocated to the remaining
Participants or are used as future Employer Contributions.
Forfeitures are allocated (or used as Employer Contributions)
after the Participant who took his or her vested benefit incurs
a break in service.

PART 12. WHAT HAPPENS IF I RETURN TO WORK AFTER RECEIVING MY VESTED
BENEFIT?
A former Participant who returns to work for the Employer
before incurring 5 consecutive one year breaks in service may
recapture the forfeited benefit. To recapture the forfeited
benefit the Participant may be required to pay back to the Plan
the amount of the distribution the Participant received from
the Plan.

PART 13. ARE THERE ANY RESTRICTIONS OR PENALTIES ON DISTRIBUTIONS?
Yes. Any person who receives a distribution before reaching age
59 1/2 must pay an additional 10% penalty tax on dollars
included in income. There are exceptions to the 10% early
distribution penalty. Your tax advisor can assist you in
determining if one of the exceptions applies to your
distribution.

PART 14. WHAT HAPPENS TO MY BENEFITS IF I DIE?

A. Your beneficiary will receive the value of your
Individual Account. If you are married, your spouse
will automatically be your beneficiary. To choose
another beneficiary, you must sign a written form
listing a nonspouse beneficiary. Your spouse must give
written consent to this in the presence of a Notary
Public.

NOTE: Contact your Plan Administrator if you wish to
choose a nonspouse beneficiary.

B. If the value of your Individual Account is no more than
$3,500, your beneficiary will receive a lump sum
payment of the entire amount.

C. If your Plan is subject to the Retirement Equity Act
(REA) safe harbor provisions and the value of your
Individual Account is greater than $3,500, your
beneficiary will receive a payout(s) in a form other
than an annuity.

6
<PAGE> 51
D. If the value of your Individual Account is greater than
$3,500 your beneficiary will get the money in periodic
payments, called an annuity, from an insurance company
unless special forms are signed. These periodic
payments will usually be made on a monthly basis for as
long as your beneficiary lives.

If you want to give your beneficiary a choice as to how
he or she wants to receive the money, you must sign a
special form. This form must also be signed by your
spouse in the presence of a Notary Public. If you are
under age 35 when you sign this form, you must sign a
new form once you reach age 35.

EXAMPLE: Clarence, age 38, signs the waiver form.
Mildred, his wife, signs the waiver form in the
presence of a Notary Public. Clarence dies two years
later. Mildred now has a choice of payments. For
example, she can take all the money in a single lump sum
and put it into her IRA.

NOTE: Contact your Plan Administrator if you wish to
choose a payout in a form other than an annuity.

PART 15. ARE THERE ANY CIRCUMSTANCES UNDER WHICH I MAY LOSE, BE DENIED,
OR HAVE EXPECTED BENEFITS REDUCED UNDER THE PLAN?
Loss, denial or reduction of expected benefits may occur if you
terminate employment before becoming fully vested, or if all or
a portion of your benefit is set aside for an alternate payee
under a Qualified Domestic Relations Order (QDRO). You may
also lose your benefit if you cannot be located when a benefit
becomes payable to you.

SECTION FIVE CLAIMS PROCEDURE

PART 1. DO I OR MY BENEFICIARY HAVE TO DO ANYTHING TO START GETTING
BENEFITS WHEN I RETIRE OR DIE?
Yes. You or your beneficiary must file a written request with
the Plan Administrator.

PART 2. WHAT SHOULD BE DONE IF I OR MY BENEFICIARY THINK A BENEFIT
SHOULD BE PAID AND NONE IS PAID?
A claim should be filed with the Plan Administrator.

PART 3. HOW CAN A CLAIM BE FILED?
You may claim a benefit to which you think you are eligible by
filing a written request with the Plan Administrator. The
claim must set forth the reasons you believe you are eligible
to receive benefits and authorize the Plan Administrator to
conduct such examinations and take such steps as may be
necessary.

PART 4. WHAT IF MY CLAIM IS TURNED DOWN?
If your claim is turned down, the Plan Administrator may provide
you and your beneficiary with a written notice of the denial
within 60 days of the date your claim was filed. This notice
will give you the specific reasons for the denial, the specific
provisions of the Plan upon which the denial is based, and an
explanation of the procedures for appeal.

PART 5. CAN THE DECISION OF THE PLAN ADMINISTRATOR BE APPEALED?
Yes. You or your beneficiary will have 60 days from receipt of
the notice or denial in which to make written application for
review by the Plan Administrator. You may request that the
review be in the nature of a hearing. You may be represented
by an attorney if you so desire. The Plan Administrator will
issue a written decision on this review within 60 days after
receipt of the application for review.

7
<PAGE> 52
SECTION SIX MISCELLANEOUS

PART 1. CAN I DIRECT THE INVESTMENT OF THE ASSETS IN MY INDIVIDUAL ACCOUNT?
Refer to the General Information Sheet to determine if this Plan
allows you to direct the investment of your Individual Account. If
this Plan permits participant self-direction, the Plan Administrator
will establish the rules and procedures which apply. You will be
responsible for any expenses and losses incurred through your choice
of investments.

PART 2. MAY I BORROW MONEY FROM THE PLAN?
Refer to the General Information Sheet to determine if the Plan
permits loans to participants. If so, under certain circumstances you
are eligible to borrow a portion of your vested Individual Account. If
loans are available and you wish to learn more about them, check with
the Plan Administrator.

PART 3. WHAT HAPPENS IF I QUIT MY JOB AND INCUR A BREAK IN SERVICE AND THEN
RETURN? WHEN DO I PARTICIPATE AGAIN? WHAT HAPPENS TO MY ACCUMULATED
VESTED SERVICE?
The answer to these questions depends on whether or not you had a
vested interest in the Plan at the time you quit and incurred a
break in service.

If you had a vested interest -

1. You will participate again upon your return to employment.

2. Your vesting years of service accumulated prior to the time
you quit and incurred a break in service will be counted
in figuring your vested interest.

If you did not have a vested interest -

1. Any eligibility years of service occurring before the break
in service will be taken into account and you will begin to
participate again upon your return to service unless the number
of consecutive one year breaks in service equals or exceeds the
greater of 5 years, or the aggregate number of eligibility years
of service preceding the breaks in service. If your period of
consecutive breaks in service exceeds your period of prior
service, you will be treated as a new Employee and will
participate again when your satisfy the Plan's eligibility
requirements.

2. Any vesting years of service occurring before the break in
service will be taken into account in computing your vested
interest under the Plan unless the number of consecutive one year
breaks in service equals or exceeds the greater of 5 years, or
the aggregate number of vesting years of service preceding the
breaks in service. For example, if you work for two years, quit
without being vested, and then return to employment after a break
of two years or more, the Plan will give you vesting credit for
the initial two year period.

PART 4. WHAT HAPPENS IF THE PLAN IS TERMINATED?
The Employer expects to continue the Plan indefinitely. However, in
the unlikely event the Employer must terminate the Plan, you will
become 100% vested in your Individual Account regardless of whether
your vesting years of service are sufficient to make you 100% vested
under the vesting schedule.

If the Plan terminates, benefits are not insured by the
Pension Benefit Guaranty Corporation (PBGC). Under the law, PBGC
insurance does not cover the type of plans called "defined
contribution" plans. This Plan is a defined contribution plan and,
therefore, is not covered.

8
<PAGE> 53
SECTION SEVEN RIGHTS UNDER ERISA

As a Participant in this Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all Plan Participants shall be entitled to do the following:

1. Examine, without charge, at the Plan Administrator's office and at
other specified locations, such as work sites and union halls, all
Plan documents, including insurance contracts, collective bargaining
agreements and copies of all documents filed by the Plan Administrator
with the U.S. Department of Labor, such as detailed annual reports and
Plan descriptions.

2. Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator. The Plan Administrator may
make a reasonable charge for the copies.

3. Receive a summary of the Plan's annual financial report. The
Plan Administrator is required by law to furnish each participant with
a copy of this summary annual report.

4. Obtain, once a year, a statement of the total pension benefits accrued
and the nonforfeitable (vested) pension benefits (if any) or the
earliest date on which benefits will become nonforfeitable (vested).
The Plan may require a written request for this statement, but it must
provide the statement free of charge.

In addition to creating rights for Plan Participants, ERISA imposes duties upon
the people who are responsible for the operation of the employee benefit plan.
The people who operate your Plan, called "fiduciaries" of the Plan, have a
duty to do so prudently and in the interest of you and other Plan Participants
and beneficiaries. No one, including your Employer, your union, or any other
person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a pension benefit or exercising your rights under
ERISA.

If your claim for a benefit is denied in whole or in part, you must receive a
written explanation of the reason for the denial. You have the right to have
the Plan Administrator review and reconsider your claim. Under ERISA, there are
steps you can take to enforce the above rights. For instance, if you request
materials from the Plan Administrator and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may require the
Plan Administrator to provide the materials and pay you up to $100 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Administrator. If you have a claim for
benefits which is denied, or ignored, in whole or in part, you may file suit in
a state or federal court. If it should happen that Plan fiduciaries misuse the
Plan's money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S. Department of Labor, or you may file suit
in a federal court. The court will decide who should pay court costs and legal
fees. If you are successful, the court may order the person you have sued to
pay these costs and fees. For example, if it finds your claim is frivolous,
fees may be assessed against you.

If you have any questions about your Plan, you should consider the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest area office of the U.S.
Labor-Management Services Administration, Department of Labor.

Further, if this Plan is maintained by more than one employer, you can obtain a
complete list of all such employers by making a written request to the Plan
Administrator.

9
<PAGE> 54
Page 1 of 2

J.C. BRADFORD & CO.
STANDARDIZED MONEY PURCHASE PENSION PLAN
Qualified Retirement Plan SUMMARY PLAN DESCRIPTION GENERAL INFORMATION SHEET
- --------------------------------------------------------------------------------

PLAN INFORMATION Your Employer has adopted a Standardized Money
Purchase Pension Plan for the benefit of you and your
co-workers. This Plan is designed to help you meet
your financial needs during your retirement years.

The Employer must follow certain rules and
requirements in order to maintain this Plan. This
General Information Sheet will give you some of the
details of your Plan. Refer to the Summary Plan
Description (SPD) Booklet for more information on each
topic.

Plan Name
-------------------------------------------

Plan Number
-------------------------------------------

Plan Year End
------------------------------------------

EFFECTIVE DATES The effective date of this Plan is _____________.
If this is an amendment and restatement of a prior
Plan, the effective date of the prior Plan was _______.

SERVICE AND AGE SEE SECTION 2, PART 1, OF THE SPD BOOKLET.
REQUIREMENTS Employees shall become eligible to participate
in the Plan after satisfying the age and service
requirements. The Years of Service required for you to
become a Participant are ___________. The age required
for you to become a Participant is ___________.

ELIGIBLE EMPLOYEES SEE SECTION 2, PART 1, OF THE SPD BOOKLET.

All Employees shall become eligible to participate in
the Plan, except the following (if checked):
/ / Those Employees covered by the terms of a
collective bargaining agreement (e.g., union
agreement) unless the collective bargaining
agreement specifies that those Employees will
participate;
/ / Those Employees who are nonresident aliens and
receive no earned income from the Employer
within the United States.

ENTRY DATES SEE SECTION 2, PART 2, OF THE SPD BOOKLET.
The Entry Dates upon which you can begin plan
participation are _______________.

HOURS OF SERVICE SEE SECTION 2, PARTS 3 AND 4, OF THE SPD BOOKLET.
AND BREAK IN SERVICE The number of Hours of Service you must be employed to
complete a Year of Service is 1000 .
The number of Hours of Service you must be employed to
avoid a Break in Service is 500 .

EMPLOYER SEE SECTION 3, PARTS 1, 2, AND 3 OF THE SPD BOOKLET.
CONTRIBUTIONS / / Nonintegrated Formula. Each Plan Year, the
Employer will contribute to the Plan ______% of
each qualifying Participant's Compensation.

/ / Integrated Formula. Each Plan Year, the
Employer will contribute to the Plan
_____________% of each qualifying Participant's
Compensation plus _______% of the qualifying
Participant's Compensation which exceeds the
Integration Level. The Integration Level will
be ______________________.

VESTING SEE SECTION 4, PARTS 8 AND 9, OF THE SPD BOOKLET.
You will be vested in your Individual Account derived
from Employer Contributions and forfeitures thereof
according to the schedule selected below:

<PAGE> 55
Page 2 of 2

VESTED PERCENTAGE
YEARS OF ------------------------------------------------------------
VESTING SERVICE Option A [ ] Option B [ ] Option C [ ] Option D [ ]
- --------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
1 0% 0% 100% 0%
--------
2 0% 20% 100% 100%
--------
3 100% 40% 100% 100%
--------
4 100% 60% 100% 100%
--------
5 100% 80% 100% 100%
--------
6 100% 100% 100% 100%
--------
- -----------------------------------------------------------------------------
</TABLE>
DISTRIBUTIONS SEE SECTION 4 OF THE SPD BOOKLET.
Section 4, Part 1 of the SPD Booklet specifies
several circumstances under which you may take
distributions from the plan. In addition to those
circumstances, you may take distributions from the
plan if any of the following occur:

a. You terminate employment (regardless of age);
b. You attain normal retirement age (regardless of
whether you continue to work); or
c. You become disabled - Generally, you are
disabled when you cannot work because of a
physical or mental condition which is expected
to last a year or result in your death.

In addition, if you die, the persons you named as
beneficiaries will receive benefit from the Plan.

NORMAL RETIREMENT SEE SECTION 4, PART 1, OF THE SPD BOOKLET.
AGE The Normal Retirement Age under the Plan is age ___.

OTHER OPTIONS See Section 6 of the SPD Booklet.
Are loans to Participants permitted? If "yes",
see attached Loan Disclosure / / Yes / / No

Are Participants allowed to direct the investment
of their Individual Accounts? / / Yes / / No

JOINT AND SURVIVOR SEE SECTION 4, PART 3, OF THE SPD BOOKLET.
ANNUITY The survivor annuity portion of the Joint and
Survivor Annuity will be a percentage equal to ___%
of the amount paid to the Participant prior to his
or her death.

EMPLOYER INFORMATION Name
-----------------------------------------------
Address
--------------------------------------------
Business Telephone
---------------------------------
Employer Identification Number
---------------------
Employer's Income Tax Year End
---------------------

PLAN ADMINISTRATOR The Employer is usually the Plan Administrator.
This section will be completed ONLY if the
Employer will not be the Plan Administrator.
Name (if not the Employer)
--------------------------
Address
--------------------------------------------
Business Telephone
---------------------------------

AGENT FOR SERVICE Name
OF LEGAL PROCESS -----------------------------------------------
Address
--------------------------------------------
NOTE: The Agent for Service of Legal Process is
the person upon whom any legal papers can be
served. Service of legal process may be made upon
a Plan Trustee or the Employer/Plan Administrator.

TRUSTEE Name
-----------------------------------------------
Title
----------------------------------------------
Business Address
-----------------------------------

Name
-----------------------------------------------
Title
----------------------------------------------
Business Address
-----------------------------------
<PAGE> 56
Page 1 of 3

J.C. BRADFORD & CO.
STANDARDIZED PROFIT SHARING PLAN
Qualified Retirement Plan SUMMARY PLAN DESCRIPTION GENERAL INFORMATION SHEET

PLAN INFORMATION Your Employer has adopted a Standardized Profit
Sharing Plan for the benefit of you and your
co-workers. This Plan is designed to help you meet
your financial needs during your retirement years.

Plan Name
--------------------------------------------
Plan Number Plan Year End
---------------------- --------

EFFECTIVE DATES The effective date of this Plan is . If this
-----------
is an amendment and restatement of a prior Plan, the
effective date of the prior Plan was .
-----------------
SERVICE AND AGE SEE SECTION 2, PART 1, OF THE SPD BOOKLET.
REQUIREMENTS Employees shall become eligible to participate in the
Plan after satisfying the age and service requirements.

The Years of Service required for you to become a
Participant are .
---------------
The age required for you to become a Participant is
.
------------------------------

ELIGIBLE EMPLOYEES SEE SECTION 2, PART 1, OF THE SPD BOOKLET.

All Employees shall become eligible to participate in
the Plan, except the following (if checked):

/ / Those Employees covered by the terms of a
collective bargaining agreement (e.g., union
agreement) unless the collective bargaining
agreement specifies that those Employees will
participate;
/ / Those Employees who are nonresident aliens
and receive no earned income from the
Employer within the United States.

ENTRY DATES SEE SECTION 2, PART 2, OF THE SPD BOOKLET.
The Entry Date(s) upon which you can begin plan
participation is (are) .
--------------

HOURS OF SERVICE SEE SECTION 2, PARTS 3 AND 4, OF THE SPD BOOKLET..
AND BREAK IN SERVICE The number of Hours of Service you must be employed to
complete a Year of Service is 1000.

The number of Hours of Service you must be employed to
avoid a Break in Service is 500.

EMPLOYER SEE SECTION 3, PARTS 1, 2, AND 3 OF THE SPD BOOKLET.
CONTRIBUTIONS Each Plan Year the Employer will contribute to the
Plan an amount form 0 to 15% of the total Compensation
of all eligible Participants. The amount of the
contribution will be determined from year to year by
the managing body of the Employer.

The Employer Contribution will be allocated to each
Participant's Individual Account under the formula
checked below:

/ / Pro Rata Formula. Under this formula, each
qualifying Participant's Individual Account
will receive a pro rata allocation. This pro
rata allocation is based on the qualifying
Participant's compensation in relation to
the total compensation of all qualifying
Participants

/ / Integrated Formula. Under this formula, each
qualifying Participant's Individual Account
will receive a base contribution. In
addition, qualifying Participants will receive
an additional allocation (called an excess
contribution) based on their Compensation
above the Integration Level. The Integration
Level will be .
---------------------------------

<PAGE> 57

Standardized Profit Sharing Plan Page 2 of 3
Summary Plan Description

<TABLE>
<CAPTION>
VESTED PERCENTAGE
YEARS OF --------------------------------------
VESTING SERVICE Option A Option B Option C Option D
- --------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
1 0% 0% 100% 0%
--------
2 0% 20% 100% 100%
--------
3 100% 40% 100% 100%
--------
4 100% 60% 100% 100%
--------
5 100% 80% 100% 100%
--------
6 100% 100% 100% 100%
--------
</TABLE>

DISTRIBUTIONS SEE SECTION 4 OF THE SPD BOOKLET.
Section 4, Part 1 of the SPD Booklet specifies several
circumstances under which you may take distributions
from the plan. In addition to those circumstances,
you may take distributions from the plan if any of the
following occur:

a. You terminate employment (regardless of age);
b. You attain normal retirement age (regardless of
whether you continue to work); or
c. You become disabled - Generally, you are disabled
when you cannot work because of a physical or
mental condition which is expected to last a year or
result in your death.

In addition, if you die, the persons you named as
beneficiaries will receive benefit from the Plan.

NORMAL RETIREMENT SEE SECTION 4, PART 1, OF THE SPD BOOKLET.
AGE The Normal Retirement Age under the Plan is age .
-------
OTHER OPTIONS See Section 4, Part 2 and Section 6 ot the SPD Booklet.
Are loans to Participants permitted? If "yes", see
attached Loan Disclosure / / Yes / / No

Are Participants allowed to direct the investment of
their Individual Accounts? / / Yes / / No

Can Participants take withdrawals during service?
/ / Yes / / Yes, but withdrawals are limited to
hardship circumstances. / / No

REA SAFE HARBOR/JOINT SEE SECTION 4, PART 3, OF THE SPD BOOKLET.
AND SURVIVOR ANNUITY Do the REA Safe Harbor Provisions of the Plan apply?
/ / Yes / / No

If the REA Safe Harbor provisions do not apply,
the survivor annuity portion of the Joint and Survivor
Annuity will be a percentage equal to % of the amount
paid to the Participant prior to his or her death.

EMPLOYER INFORMATION Name
------------------------------------------------
Address
--------------------------------------------
Business Telephone
------------------------------------
Employer Identification Number
------------------------
Employer's Income Tax Year End
------------------------

PLAN ADMINISTRATOR The Employer is usually the Plan Administrator. This
section will be completed ONLY if the Employer will
not be the Plan Administrator.
Name (if not the Employer)
----------------------------
Address
------------------------------------------------
Business Telephone
------------------------------------

<PAGE> 58
Standardized Profit Sharing Plan Page 3 of 3
Summary Plan Description

AGENT FOR SERVICE Name
OF LEGAL PROCESS -------------------------------------------------
Address
----------------------------------------------

NOTE: The Agent for Service of Legal Process is the
person upon whom any legal papers can be served.
Service of legal process may be made upon a Plan
Trustee or the Employer/Plan Administrator.

TRUSTEE Name
-------------------------------------------------
Title
-------------------------------------------------
Business Address
-------------------------------------

Name
-------------------------------------------------
Title
-------------------------------------------------
Business Address
-------------------------------------

<PAGE> 1
EXHIBIT 14(c)

J.C. BRADFORD & CO.
PROTOTYPE SIMPLIFIED EMPLOYEE PENSION PLAN

IMPORTANT INFORMATION FOR ADOPTING EMPLOYER

A simplified employee pension plan ("SEP") is a plan that provides you
with a simplified way to enhance your employees' retirement income. Under a
SEP, you are permitted to contribute a certain amount to the employees' J. C.
Bradford & Co. Individual Retirement Account ("IRA"). Additionally, under a
SAR-SEP, employees may choose whether to make elective deferrals of their
salary to the SEP. If you are electing the salary reduction simplified
employee plan (SAR-SEP) provisions to permit employee salary reduction
deferrals, then you contribute the amounts deferred by employees directly into
their IRA.

The information provided below is intended to assist you in
understanding and administering the SEP.

I. MAKING THE SEP AGREEMENT AND ELIGIBILITY TO USE SEP

The SEP agreement is considered made when:

A. You have completed all blanks on the Adoption
Agreement; and

B. You have given all eligible employees copies of the J. C. Bradford
& Co. Prototype Simplified Employee Pension Plan Adoption
Agreement and Plan Document ("SEP agreement") and the "Important
Information for Employees" and, upon request by any eligible
employee, this "Important Information for Adopting Employer."
Any individual who, in the future, becomes eligible to
participate in this SEP must be given the "Important Information
for Employees" upon becoming an eligible employee.

You may not use this SEP if you maintain or have ever maintained a
defined benefit pension plan, even if now terminated.

II. EFFECTIVE DATE

The SEP agreement is effective upon completion and execution of the
Adoption Agreement. No elective deferrals to a SAR-SEP may be made by an
employee on the basis of compensation that the employee received or had a right
to receive before adoption of the SAR-SEP and execution by the employee of the
deferral agreement.

III. LIMITATIONS AND DEDUCTIBILITY OF CONTRIBUTIONS

The contributions you make in a year for any one employee may not be
more than the smaller of $30,000 or 15% of that employee's total compensation.

You may deduct, subject to the otherwise applicable limits, those
contributions made to a SEP. Contributions to the SEP are deductible for your
taxable year with or within which the plan year of the SEP ends. Contributions
made for a particular taxable year and contributed by the due date of your
income tax return, including extensions, are deemed made in that taxable year.

IV. SEP WITHOUT SALARY REDUCTION (SAR-SEP)

If in the Adoption Agreement you have elected not to permit employee
salary reduction deferrals into the Plan, then you are responsible for all
contributions to the Plan. However, you are not required to make any
contributions to the Plan.

V. SALARY REDUCTION - SIMPLIFIED EMPLOYEE PENSION PLAN (SAR-SEP)

If in the Adoption Agreement you have elected to permit employee
salary reduction deferrals, then the following special rules apply:

Employers Who May Not Use SAR-SEP

SAR-SEP may not be used if you are an employer who:

A. Maintains or has maintained a defined benefit plan,
even if now terminated;

B. Had more than 25 employees eligible to participate in the SEP
at any time during the prior plan year. (If you are a member of
one of the groups of an affiliated employer, as defined below, you
may use this SEP provided that in the prior plan year there never
were more than 25 employees eligible to participate in this SEP,
in total, of all the members of such groups, trades, or business.
In addition, all eligible employees of all the members of such
groups, trades, or businesses must be eligible to make elective
deferrals to this SEP);

C. Is a state or local government or a tax-exempt organization; or

D. Has leased employees within the meaning of section 414(n) of the
Code.

Even though you are not allowed to have a SAR-SEP, you may be eligible
to have a SEP.
<PAGE> 2
SAR-SEP Elective Deferrals

Provided you are eligible to have a SAR-SEP, you may permit your
employees to make elective deferrals through salary reduction and/or on the
basis of bonuses that, at the employee's option, may be contributed to the SEP
or received by the employee in cash during the year.

You are responsible for telling your employees how they may make,
change, or terminate elective deferrals based on either salary reduction and/or
cash bonuses. You must also provide a form on which they may make their
deferrals. This requirement may be satisfied by use of the J. C. Bradford &
Co. Participant Salary Deferral Agreement provided to you. Remember that no
deferral election may be made with respect to compensation already received.

SAR-SEP Requirements

A. Elective deferrals may not be based on more than $150,000 of
compensation, as adjusted in accordance with section 408(k)
(8) of the Code for cost of living changes. Compensation is
the employee's total compensation from the employer
(determined without including the elective salary deferral
contributions) and includes:

1. Amounts received for personal services actually
performed (see section 1.219-1(c) of the Income Tax
Regulations), and

2. Earned income defined under section 401(c)(2).

B. The maximum limit on the amount of compensation an employee
may elect to defer under a SEP for a year is the lesser of 15%
of the employee's compensation or the limitation under section
402(g) of the Code, as explained below.

C. If you make non-elective contributions to this SEP for a plan
year, or maintain any other SEP or qualified plan to which
contributions are made for such plan year, then contributions
to all such SEPs and qualified plans may not exceed the lesser
of $30,000 or 25% of compensation for any employee; however,
for purposes of SEPs only, the limitation is the lesser
$30,000 or 15% of compensation for any employee. If these
limits are exceeded on behalf of any employee for a particular
plan year, that employee's elective deferrals for that year
must be reduced to the extent of the excess.

D. If you are a new employer who had no employees during the
prior plan year, you will meet the limitation in section
408(k) (6) (B) of the Code (regarding no more than 25 eligible
employees during the preceding year) if you had 25 or fewer
employees throughout the first 30 days that you were in
existence.

E. At least 50% of your eligible employees must choose to make
elective deferrals for the year.

SAR-SEP Excess Elective Deferrals---402(g) Limit

Section 402(g) of the Code limits the maximum amount of compensation
an employee may elect to defer under a SEP (and certain other arrangements)
during the calendar year. This limit, which originally was $7,000, is indexed
according to the cost of living. (The section 402(g) limit for 1994 is
$9,240.) In addition, the limit may be increased if the employee makes
elective deferrals to a salary reduction arrangement under section 403(b) of
the Code. Amounts deferred for a year in excess of this limit are considered
"excess elective deferrals" and are subject to the consequences described
below.

The section 402(g) limit applies to the total elective deferrals the
employee makes for the calendar year, from all employers, under the following
arrangements:

A. SAR-SEPs under section 408(k)(6) of the Code;

B. Cash or deferred arrangements under section 401(k) of the
Code; and

C. Salary reduction arrangements under section 403(b) of the
Code.

Thus, an employee may have excess elective deferrals even if the
amount deferred under this SAR-SEP alone does not exceed the section 402 (g)
limit.

If an employee who elects to defer compensation under this SAR-SEP and
any other SAR-SEP or arrangement has made excess elective deferrals for a
calendar year, he or she must withdraw those excess elective deferrals by April
15 following the calendar year to which the deferrals relate. Those excess
deferrals not withdrawn by April 15 will be subject to the IRA contribution
limitations of sections 219 and 408 of the Code and thus may be considered an
excess contribution to the employee's IRA. Such excess elective deferrals
therefore may be subject to the 6% tax on excess contributions under section
4973.

Income on excess elective deferrals is includible in gross income in
the year withdrawn from the IRA and must be withdrawn by April 15 following the
calendar year to which the deferrals relate. Income withdrawn from the IRA
after that date may be subject to the 10% tax on early distributions under
section 72(t) of the Code if the recipient is not 59 1/2.

2
<PAGE> 3
SAR-SEP Excess SEP Contributions---Deferral Percentage Limitation

The amount each of your highly compensated employees may contribute to
this SAR-SEP is restricted by the "deferral percentage limitation". This is a
limitation based on the amount of money deferred, on average, by your non-
highly compensated employees. Deferrals made by a highly compensated employee
that exceed this deferral percentage limitation for a plan year are considered
"excess SEP contributions" and must be removed from the employee's IRA, as
discussed in more detail below.

The deferral percentage limitation for your highly compensated
employees is computed by first averaging the "deferral percentages" (as defined
below) for each eligible non-highly compensated employee for the plan year and
then multiplying this result by 1.25. The deferral percentage for a plan year
of any highly compensated employee eligible to participate in this SEP may not
be more than the resulting product, the "deferral percentage limitation".

Only elective deferrals are included in this computation.
Non-elective SEP contributions may not be included. The determination of the
deferral percentage for any employee is to be made in accordance with section
408(k) (6) of the Code and should satisfy such other requirements as may be
provided by the Secretary of the Treasury.

For purposes of making this computation, the calculation of the number
and identity of highly compensated employees, and their deferral percentages,
is made on the basis of the entire "affiliated employer."

In addition, for purposes of determining the deferral percentage of a
highly compensated employee, the elective deferrals and compensation of the
employee will also include the elective deferrals and compensation of any
"family member". This special rule applies, however, only if the highly
compensated employee is a 5% owner or is one of a group of the ten most highly
compensated employees. The elective deferrals and compensation of family
members used in this special rule do not count in computing the deferral
percentages of individuals who do not fall into this group.

The following definitions apply for purposes of the deferral
percentage computation:

A. "Deferral percentage" shall mean the ratio (expressed as a
percentage) of an employee's elective deferrals for a year to
the employee's compensation for that year. The deferral
percentage of an employee who is eligible to make an elective
deferral, but who does not make a deferral during the year, is
zero.

B. "Affiliated employer" shall mean any corporation that is a
member of a controlled group of corporations (as described in
section 414(b) of the Code) that includes the employer; any
trade or business (whether or not incorporated) that is under
common control (as defined in section 414(c)) with the
employer; any organization (whether or not incorporated) which
is a member of an affiliated service group (as defined in
section 414(m)) that includes the employer; and any other
entity required to be aggregated with the employer pursuant to
regulations under section 414(o).

C. "Family member" shall mean an individual who is related to a
highly compensated employee as a spouse, or as a lineal
ascendant (such as a parent or grandparent) or descendant
(such as a child or grandchild) or spouse to either of those,
in accordance with section 414(q) of the Code and the
regulations thereunder.

D. "Highly compensated individual" shall mean an individual
described in section 414(q) of the Code who, during the
current or preceding year:

1. Was a 5% owner as defined in section 416(i)(1)(B)(i)
of the Code;

2. Received compensation in excess of $50,000, as
indexed according to the cost of living in accordance
with section 414(q) (1), and was in the top-paid
group (the top 20% of employees, by compensation);

3. Received compensation in excess of $75,000, as
indexed according to the cost of living in accordance
with section 414 (q) (1); or

4. Was an officer and received compensation in excess of
50% of the dollar limit under section 415 of the Code
for defined benefit plans. (No more than three
employees need be taken into account under this rule.
At least one officer, the highest-paid officer if no
one else meets this test, however, must be taken into
account.)

Excess SAR-SEP Contributions---Tax Consequences and Notification of Employees

You are responsible for notifying each affected employee, if any,
within 2 1/2 months following the end of the plan year, of the amount of excess
SAR-SEP contributions to that employee's IRA. Such excess SAR-SEP
contributions are includible in the employee's gross income in the calendar
year as of the earliest date that any elective deferrals by the employee during
the plan year would have been received by the employee had he or she originally
elected to receive the amounts in cash.

If you fail to notify any of your affected employees within 2 1/2
months following the end of the plan year of an excess SAR-SEP contribution,
you must pay a tax equal to 10% of the excess SAR-SEP contribution. If you
fail to notify your employees by the end of the plan year following the plan
year in which the excess SAR-SEP contributions arose, the SAR-SEP no longer
will be considered to meet the requirements of section 408(k) (6) of the Code.
If the SAR-SEP no longer meets the requirements of section 408(k) (6), then
any contribution to an employee's IRA will be subject to the IRA contribution
limitations of sections 219 and 408 and thus may be considered an excess
contribution to the employee's IRA.

3
<PAGE> 4
Your notification to each affected employee of the excess SAR-SEP
contributions must specifically state in a manner calculated to be understood
by the average employee:

A. The amount of the excess SAR-SEP contributions attributable to
that employee's elective deferrals;

B. The calendar year in which the excess SAR-SEP contributions
are includible in gross income; and

C. That the employee must withdraw the excess SAR-SEP
contributions (and allocable income) from the IRA by April 15
following the calendar year of notification by the employer.
Those excess contributions not withdrawn by April 15 following
the year of notification will be subject to the IRA
contribution limitations of sections 219 and 408 of the Code
for the preceding calendar year and thus may be considered an
excess contribution to the employee's IRA. Such excess
contributions may be subject to the 6% tax on excess
contributions under section 4973. If income allocable to an
excess SAR-SEP contribution is not withdrawn by April 15
following the calendar year of notification by the employer,
the income may be subject to the 10% tax on early
distributions under section 72(t) when withdrawn.

For information on reporting excess SAR-SEP contributions, see Notice 87-77,
1987-2 C.B. 385, and Notice 88-33, 1988-1 C.B. 513, as modified by Notice
89-32, 1989-1 C.B. 671.

SAR-SEP Failure to Satisfy the 50% Test

If you discover, as of the end of any plan year, that more than half
of your eligible employees have chosen not to make elective deferrals for that
year, then all elective deferrals made by your employees for that plan year
shall be considered "disallowed deferrals", i.e., IRA contributions that are
not SAR-SEP deferrals.

You must notify each affected employee, within 2 1/2 months following
the end of the plan year to which the disallowed deferrals relate, that his or
her deferrals are no longer considered SAR-SEP deferrals. Such disallowed
deferrals are includible in the employee's gross income in the calendar year as
of the earliest date that any elective deferrals by the employee during the
plan year would have been received by the employee had he or she originally
elected to receive the amounts in cash. However, such contributions may under
certain circumstances be treated as IRA contributions if left in the IRA.
Income allocable to the disallowed deferrals is includible in the employee's
gross income in the year of withdrawal from the IRA.

Your notification to each affected employee of the disallowed
deferrals must specifically state in a manner calculated to be understood by
the average employee:

A. The amount of the disallowed deferrals;

B. That the disallowed deferrals are includible in the
employee's gross income for the calendar year or years in
which the amounts deferred would have been received by the
employee in cash had the employee not made an election to
defer and that the income allocable to such disallowed
deferrals is includible in the year withdrawn from the IRA;
and

C. That the employee must withdraw the disallowed deferrals (and
allocable income) from the IRA by April 15 following the
calendar year of notification by the employer unless the
contribution can be treated as an IRA contribution. Those
disallowed deferrals not withdrawn by April 15 following the
year of notification will be subject to the IRA contribution
limitations of sections 219 and 408 of the Code and thus may
be considered an excess contribution to the employee's IRA.
These disallowed deferrals thus may be subject to the 6% tax
on excess contributions under section 4973. If income
allocable to a disallowed deferral is not withdrawn by April
15 following the calendar year of notification by the
employer, the income may be subject to the 10% tax on early
distributions under section 72(t) when withdrawn.

Disallowed deferrals should be reported in the same manner as are
excess SEP contributions.

SAR-SEP Restrictions on IRA Withdrawals

Your employees may not withdraw or transfer from their IRAs any SEP
contributions (or income on these contributions) attributable to elective
deferrals made during a particular plan year until 2 1/2 months after the end
of that plan year. However, you may notify your employees when the deferral
percentage limitation test has been completed for a particular plan year and
that this withdrawal restriction is thus not longer applicable. In general,
any transfer or distribution made before expiration of the applicable 2 1/2
month period (or notification, if sooner) will be includible in the employee's
gross income and may also be subject to 10% penalty tax for early withdrawal.
This restriction does not apply if an employee is required to remove any excess
elective deferrals.

VI. TOP-HEAVY REQUIREMENTS

For purposes of determining whether a plan is top-heavy under section
416 of the Code, elective deferrals are considered employer contributions.
Elective deferrals may not be used, however, to satisfy the minimum
contribution requirement under section 416. Thus, in any year in which a "key
employee" makes an elective deferral and this SEP is top-heavy for purposes of
section 416, you are required to make the minimum top-heavy contribution to the
IRA of each non-key employee eligible to participate in the SEP.

A "key employee" under section 416(i)(1) of the Code is any employee
or former employee (and the beneficiaries of these employees) who, at any time
during the "determination period", was:

A. An officer of the employer (if the employee's compensation
exceeds 50% of the dollar limit under section 415(b)(1)(A);

B. An owner of one of the ten largest interests in the employer
(if the employee's compensation exceeds 100% of the dollar
limit under section 415(c)(1)(A));

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<PAGE> 5
C. A 5% owner of the employer, as defined in section
416(i)(1)(B)(i) of the Code; or

D. A 1% owner of the employer (if the employee has compensation
in excess of $150,000).

The "determination period" is the current plan year and the four
preceding years.

You must satisfy the minimum contribution requirement of section 416
by making the required contributions through this SEP.

VII. FOR MORE INFORMATION

To obtain more information concerning the rules governing this SEP,
please contact your J.C. Bradford & Co. representative.

IMPORTANT INFORMATION FOR EMPLOYEES

The following information explains what a simplified employee pension
plan ("SEP") is, how contributions are made, and how to treat these
contributions for tax purposes. For more specific information, refer to the J.
C. Bradford & Co. Prototype Simplified Employee Pension Plan and Adoption
Agreement ("SEP agreement") and the accompanying "Important Information for
Adopting Employer".

I. SIMPLIFIED EMPLOYEE PENSION---DEFINED

A SEP is a retirement income arrangement under which your employer may
contribute any amount each year up to the smaller of $30,000 or 15% of your
compensation into your own J. C. Bradford & Co. Individual Retirement Account
("IRA"). Further, if this SEP is an "elective" SAR-SEP, you may choose to
defer compensation to your own IRA. You may base these "elective deferrals"
either on a salary reduction arrangement and/or on bonuses that, at your
election, may be contributed to an IRA or received in cash. This type of
elective SEP is available only to an employer with 25 or fewer eligible
employees.

Your employer must provide you with a copy of the SEP agreement
containing eligibility requirements and a description of the basis upon which
contributions may be made.

All amounts contributed to your IRA belong to you, even after you quit
working for your employer.

II. SEP CONTRIBUTIONS BY YOUR EMPLOYER

Whether or not your employer makes a contribution to the SEP is
entirely within your employer's discretion. If a contribution is made, it must
be allocated according to the SEP agreement.

If the SEP is a SAR-SEP and permits you to make elective salary
deferrals then your deferrals will be contributed to your IRA.

III. HOW ARE EMPLOYER SEP CONTRIBUTIONS TO AN IRA TAXED

The amount your employer contributes to your IRA is not includible in
your gross income provided the contribution does not exceed the lesser of
$30,000 or 15% of your compensation and is not includible as taxable wages on
your W-2.

If your employer contributes too much to your IRA in one year which
exceeds the above limitation, then you should withdraw the excess amount by the
due date (plus extensions) of your tax return (normally April 15), but the
excess amount is includible in your gross income for the calendar year in which
the excess amount is made. Excess contributions left in your IRA after that
time may have adverse tax consequences.

IV. SALARY REDUCTION-SIMPLIFIED EMPLOYEE PENSION PLAN (SAR-SEP)

If your SEP is a SAR-SEP and permits you to make elective salary
deferrals, then the following special rules apply:

Elective Deferrals---May Be Disallowed

You are not required to make elective deferrals to your IRA. However,
if more than half of your employer's eligible employees choose not to make
elective deferrals in a particular year, then no employee may participate in
your employer's elective SEP for that year. If you make elective deferrals
during a year in which this happens, then your deferrals for that year will be
"disallowed", and the deferrals will be considered ordinary IRA contributions
(which may be excess IRA contributions) rather than SAR-SEP deferrals.

"Disallowed deferrals" and allocable income may be withdrawn, without
penalty, by April 15 following the calendar year in which you are notified of
the "disallowed deferrals". Amounts left in the IRA after that date will be
subject to the same penalties discussed in below applicable to excess SEP
contributions.

Elective Deferrals Annual Limitations

The maximum amount that you may defer to this SEP for any calendar
year is limited to the lesser of 15% of compensation (determined without
including your elective salary deferrals) or a dollar limit under section
402(g) of the Internal Revenue Code that originally was $7,000 (and is now
subject to cost-of-living increases).

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<PAGE> 6

The 15% limit may be reduced if your employer also maintains a SEP to
which non-elective contributions are made for a plan year, or any qualified
plan to which contributions are made for such plan year. In that case, total
contributions on your behalf to all such SEPs and qualified plans may not
exceed the lesser of $30,000 or 25% of your compensation. If these limits are
exceeded, the amount you may elect to contribute to this SEP for the year will
be correspondingly reduced.

The dollar limit under section 402(g) of the Code is an overall limit
on the maximum amount that you may defer in each calendar year to all elective
SEPs and cash or deferred arrangements under section 401(k) of the Code,
regardless of how many employers you may have worked for during the year.

The section 402(g) limit is indexed according to the cost of living.
In addition, the section 402(g) limit may be increased to $9,500 if you make
salary reduction contributions under a section 403(b) tax-sheltered annuity
arrangement.

If you are a highly compensated employee, there may be a further limit
on the amount that you may contribute by elective salary deferrals to an IRA
for a particular year. This limit is calculated by your employer and is known
as the "deferral percentage limitation". This deferral percentage limitation
is based on a mathematical formula that limits the percentage of pay that
highly compensated employees may elect to defer to an IRA. As discussed below,
your employer will notify each highly compensated employee who has exceeded the
deferral percentage limitation.

Elective Deferrals---Tax Treatment

The amount that you may elect to contribute by elective salary
deferrals to your IRA is excludable from gross income, subject to the
limitations discussed above, and is not includible as taxable wages on Form
W-2. However, these amounts are subject to FICA taxes.

Elective Deferrals---Excess Amounts Contributed

There are three different situations in which impermissible excess
amounts are made under the IRA.

The first way is when "excess elective deferrals" (i.e., amounts in
excess of the section 402 (g) limit) are made. You are responsible for
calculating whether you have exceeded the section 402(g) limit in the calendar
year. For 1994, the section 402 (g) limit for contributions made to an
elective SEP is $9,240.

The second way is when "excess SEP contributions" (i.e., amounts in
excess of the deferral percentage limitation referred to above) are made by
highly compensated employees. The employer is responsible for determining
whether such an employee has made excess contributions.

The third way is when more than half of an employer's eligible
employees choose not to make elective deferrals for a plan year. In that case,
any elective deferrals made by any employees for that year are considered
"disallowed deferrals", as discussed above. Your employer is also responsible
for determining whether deferrals must be disallowed on this basis.

Excess elective deferrals are calculated on the basis of the calendar
year. Excess SEP contributions and disallowed deferrals, however, are
calculated on the basis of the SEP plan year, which may or may not be a
calendar year.

Excess Elective Deferrals---How To Avoid Adverse Tax Consequences

Excess elective deferrals are includible in your gross income in the
calendar year of deferral. You should withdraw excess elective deferrals under
this SEP, and any allocable income, from your IRA by April 15 following the
calendar year to which the deferrals relate. These amounts may not be
transferred or rolled over tax-free to another IRA.

If you fail to withdraw excess elective deferrals, and any allocable
income, by April 15 following the calendar year, the excess deferrals will be
subject to the IRA contribution limitations of sections 219 and 408 of the Code
and thus may be considered an excess contribution to your IRA. Such excess
deferrals may be subject to a 6 % excise tax for each year they remain in the
IRA.

Income on excess elective deferrals is includible in your gross income
in the year you withdraw it from your IRA and must be withdrawn by April 15
following the calendar year to which the deferrals relate. Income withdrawn
from the IRA after that date may be subject to a 10% tax on early distributions
if you are not 59 1/2.

If you have both excess elective deferrals and excess SEP
contributions (as described below), the amount of excess elective deferrals
that you withdraw by April 15 will reduce any excess SEP contributions that
must be withdrawn for the corresponding plan year.

Excess SEP Contribution---How To Avoid Adverse Tax Consequences

If you are a "highly compensated employee", your employer is
responsible for notifying you if you have made any excess SEP contributions for
a particular plan year. This notification should tell you the amount of the
excess SEP contributions, the calendar year in which you must include these
contributions in income, and that the contributions may be subject to penalties
if you do not withdraw them from your IRA within the applicable time period.

Your employer should notify you of the excess SEP contributions within
2 1/2 months of the end of the plan year. Generally, you must include the
excess SEP contributions in income for the calendar year in which the original
deferrals were made. This may require you to file an amended individual income
tax return. However, an excess SEP contribution of less than $100 (not
including earnings) is includible in the calendar year of notification. Income
on these excess contributions is includible in your gross income when you
withdraw it from your IRA.

You are responsible for withdrawing these excess SEP contributions
(and earnings) from your IRA. You may withdraw these amounts, without penalty,
until April 15 following the calendar year in which you were notified by your
employer of the excess SEP contributions.

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<PAGE> 7
If you fail to withdraw the excess SEP contributions by April 15
following the calendar year of notification, the excess SEP contributions will
be subject to the IRA contribution limitations of sections 219 and 408 of the
Code and thus may be considered an excess contribution to your IRA. Thus, such
excess SEP contributions may be subject to a 6% excise tax for each year they
remain in your IRA.

If you do not withdraw the income on these excess SEP contributions by
April 15 following the calendar year of notification by your employer, the
income may be subject to a 10% tax on early distributions if you are not 59 1/2
when you withdraw it.

Income Allocable To Excess Amounts

The rules for determining and allocating income to excess elective
deferrals, excess SEP contributions and disallowed deferrals are the same as
those governing regular IRA contributions. Upon your request, J. C. Bradford &
Co. can inform you of the income allocable to excess amounts in your IRA.

IRA Amounts---Rollover or Transfer To Another IRA

You may not withdraw or transfer from your IRA any SEP contributions
(or income on these contributions) attributable to elective deferrals made
during the plan year until 2 1/2 months after the end of the plan year or, if
sooner, when your employer notifies you that the deferral percentage limitation
test (described above) has been completed for that year. In general, any
transfer or distribution made before this time will be includible in your gross
income and may also be subject to a 10% penalty tax for early withdrawal. You
may, however, remove excess elective deferrals from your IRA before this time,
but you may not roll over or transfer these amounts to another IRA.

After the restriction described in the preceding paragraph no longer
applies, and with respect to contributions for a previous plan year, you may
withdraw, or receive, funds from your IRA, and no more than 60 days later,
place such funds in another Individual Retirement Account. This is called a
"rollover" and may not be done without penalty more frequently than at one-year
intervals. However, there are no restrictions on the number of times that you
may make "transfers" if you arrange to have such funds transferred between the
trustees so that you never have possession of the funds.

You may not, however, roll over or transfer excess elective deferrals,
excess SEP contributions, or disallowed deferrals from your IRA to another IRA.
These excess amounts may be reduced only by a distribution to you.

V. ADDITIONAL TOP-HEAVY CONTRIBUTIONS

If you are not a "key employee", your employer must make an additional
contribution to your IRA for a year in which the SEP is considered "top-heavy".
(Your employer will be able to tell you whether you are a key employee.) This
additional contribution will not exceed 3% of your compensation. It may be
less if your employer has already made a contribution to your account, and for
certain other reasons.

VI. AVAILABILITY OF IRA CONTRIBUTION DEDUCTION TO SEP PARTICIPANTS

In addition to any SEP amounts, you may contribute the lesser of
$2,000 or 100% of compensation to an IRA. However, the amount that you may
deduct is subject to various limitations. See Publication 590, "Individual
Retirement Arrangements", for more specific information.

VII. FILING REQUIREMENTS

You do not need to file any additional forms with the IRS because of
participation in the SEP.

VIII. EMPLOYER TO PROVIDE INFORMATION ON IRAS AND THE SEP AGREEMENT

Your employer must provide you with a copy of the executed SEP
agreement, this Important Information for Employees, the form you should use
to defer amounts to the SEP, the notice of excess SEP contributions or
disallowed deferrals (if applicable) and a statement for each taxable year
showing any contribution to your IRA. Your employer must also notify you, if
you are a highly compensated employee, when the deferral percentage limitation
test has been completed for a plan year.

IX. J. C. BRADFORD & CO. TO PROVIDE INFORMATION

When you establish your J. C. Bradford & Co. IRA you will be provided
with a disclosure statement that contains the following items of information in
plain nontechnical language:

1. The statutory requirements that relate to the IRA;

2. The tax consequences that follow the exercise of various
options and what those options are;

3. Participation eligibility rules, and rules on the
deductibility and nondeductibility of retirement savings;

4. The circumstances and procedures under which you may revoke
the IRA, including the name, address, and telephone number of
the person designated to receive notice of revocation (this
explanation must be prominently displayed at the beginning of
the disclosure statement);

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<PAGE> 8
5. Explanations of when penalties may be assessed against you
because of specified prohibited or penalized activities
concerning the IRA; and

6. Financial disclosure information which:

(a) Either projects value growth rates of the IRA under
various contribution and retirement schedules, or
describes the method of computing and allocating
annual earnings and charges which may be assessed;

(b) Describes whether, and for what period, the growth
projections for the plan are guaranteed, or a
statement of earnings rate and terms on which these
projections are based; and

See Publication 590, "Individual Retirement Arrangements", which is
available at most IRS offices, for a more complete explanation of the
disclosure requirements.

In addition to the disclosure statement, J. C. Bradford & Co. will
provide you with a financial statement each year. It may be necessary to
retain and refer to statements for more than one year in order to evaluate the
investment performance of your IRA and in order that you will know how to
report IRA distributions for tax purposes.

PLAN DOCUMENT

By executing the related Adoption Agreement, the Employer has
established a simplified employee pension plan under section 408(k) of the Code
and has adopted the J. C. Bradford & Co. Prototype Simplified Employee Pension
Plan ("SEP"). The terms and provisions of the SEP are set forth herein and in
the Adoption Agreement.

ARTICLE I
Establishment of IRA and Eligibility to Participate in SEP

When each Employee of the Employer becomes eligible to participate in
the SEP, the Employer shall advise the Participant to establish a J.C. Bradford
& Co. Individual Retirement Account ("IRA") for the receipt of contributions.
If the Participant fails to establish the "IRA" in a timely manner, then the
Employer is authorized to execute such documents on the Participant's behalf to
establish such IRA to receive contributions under this SEP.

Any Employee who is at least 21 years old and has performed "service"
for the Employer in at least 3 years of the immediately preceding 5 years must
be permitted to participate in the SEP. However, the Employer may establish
less restrictive eligibility requirements. "Service" is any work performed for
the Employer for any period of time, however short. If the Employer is a
member of an affiliated service group, a controlled group of corporation, or
trades or businesses under common control, "service" includes any work
performed for any period of time for any other member of such group, trades, or
businesses. The plan shall cover each Employee who meets the eligibility
requirements (including all Employees of controlled groups as described in
section 414(b) of the Code, groups under common control as described in section
414(c) of the Code, and affiliated service groups as described in section
414(m) of the Code, and all Leased Employees who are not Employees of the
Employer but are required to be treated as Employees of the Employer under
section 414(n) of the Code, and all Employees required to be aggregated under
section 414(o) of the Code). For purposes of determining which Employees are
eligible to participate, the following Employees may be excluded from
consideration:

(a) nonresident aliens employees who have received no
earned income from the Employer which constitutes
earned income from sources within the United States,
and

(b) employees not included in the plan who are included
in a unit of employees covered by a collective
bargaining agreement, if retirement benefits were the
subject of good faith bargaining.

Employees whose total compensation for the year is less than $385 (as
adjusted by the Treasury Department) may be excluded. An affiliated service
group is described in section 414(m) of the Code, a controlled group of
corporations is described in section 414(b) of the Code, and trades or
businesses under common control are described in section 414(c) of the Code.

The SAR-SEP provisions in ARTICLE V may not be elected by the Employer
if the Employer has any Leased Employees. Leased Employees may not be included
in a SAR-SEP.

In all events, this SEP must be used with an Internal Revenue Service
approved master or prototype individual retirement account or Internal Revenue
Service model individual retirement account.

ARTICLE II
Contributions and Compensation Limitation

All contributions allocated to a Participant shall be paid directly to
such Participant's IRA. The Participant's IRA shall be established at or prior
to the time the Employer makes the contribution. Subject to limitations by
law, the Employer's contribution amount (if any) each year shall be determined
in the sole discretion of the Employer. For purposes of this SEP, a
Participant's compensation shall be limited to $150,000 for Plan Years after
1993 (as adjusted annually in accordance with section 408(k) (8) of the Code).
If this SEP determines compensation on a period of time that contains fewer
than 12 calendar months, then the annual compensation limit is an amount equal
to the annual compensation limit for the calendar year in which the
compensation period begins multiplied by the ratio obtained by dividing the
number of full months in the period by 12.

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<PAGE> 9

Contributions to the SEP are deductible by the Employer for the
Employer's taxable year with or within which the Plan Year of the SEP ends.
Contributions made for a particular taxable year and contributed by the due
date of the Employer's income tax return, including extensions, are deemed made
in that taxable year.

ARTICLE III
Non-integrated SEP

This Article shall apply if the Employer has elected a non-integrated
SEP in the Adoption Agreement. Subject to limitations by law, the Employer's
contribution amount (if any) each year shall be determined in the sole
discretion of the Employer. The Employer's contribution for each year shall be
allocated to the IRA of each eligible Participant in the same portion as such
Participant's compensation bears to all eligible Participants' compensation for
that year. In no event can the amount allocated to each Participant's IRA
exceed the lesser of 15% of the Participant's compensation or $30,000.

ARTICLE IV
Integrated SEP

This Article shall apply if the Employer has elected an integrated SEP
in the Adoption Agreement. Subject to limitations by law, the Employer's
contribution amount (if any) each year shall be determined in the sole
discretion of the Employer. The Employer's contribution for each year will be
allocated to the IRA of each eligible Participant as follows:

STEP ONE: Contributions will be allocated to each Participant's IRA
in the ratio that each Participant's total compensation bears to all
Participants' total compensation, but not in excess of 3% of each Participant's
compensation.

STEP TWO: Any contributions remaining after the allocation in Step
One will be allocated to each Participant's IRA in the ratio that each
Participant's compensation for the year in excess of the integration level
bears to the excess compensation of all Participants, but not in excess of 3%.

STEP THREE: Any contributions remaining after the allocation in Step
Two will be allocated to each Participant's IRA in the ratio that the sum of
each Participant's total compensation and compensation in excess of the
integration level bears to the sum of all Participants' total compensation and
compensation in excess of the integration level, but not in excess of the
maximum disparity rate.

STEP FOUR: Any remaining Employer contribution after the allocation
in Step Three will be allocated to each Participant's IRA in the ratio that
each Participant's total compensation for the year bears to all Participants'
total compensation for that year.

The integration level shall be equal to the taxable wage base or such
lesser amount elected by the Employer in the adoption agreement. The taxable
wage base ("TWB") is the contribution and benefit base in effect under section
230 of the Social Security Act at the beginning of the Plan Year.

The maximum disparity rate is equal to the lesser of:

(a) 2.7%
(b) the applicable percentage determined in accordance
with the table below:

If the integration level:

<TABLE>
<CAPTION>
is more than but not more than the applicable percentage is:
---------------------------------------------------------------------------------------
<S> <C> <C>
$0 X* 2.7%
X* 80% of TWB 1.3%
80% of TWB Y** 2.4%

</TABLE>

X* = the greater of $10,000 or 20 percent of the TWB
Y** = any amount more than 80% of the TWB but less than 100%
of the TWB

If the integration level used is equal to the taxable wage base, the
applicable percentage is 2.7%. In no event can the amount allocated
to each Participant's IRA exceed the lesser of 15% of the
Participant's compensation or $30,000.

ARTICLE V
SAR-SEP

1. Elective deferrals shall be permitted for a Plan Year only if:

(a) The Employer has elected to permit elective deferrals
in the Adoption Agreement;

(b) Not less than 50% of the Employees that are eligible
to participate in deferrals elect, or have an
election in effect, to have elective deferrals
made to the SEP; and

(c) The Employer had no more than 25 Employees eligible
to participate in the SEP at any time during the
prior Plan Year.

2. In the event that the 50% requirement of section 1 of this
Article is not satisfied as of the end of any Plan Year, then all elective
deferrals made by Employees for that Plan Year shall be considered "disallowed
deferrals", i.e., IRA contributions that are not SEP contributions. The
Employer shall notify each affected Employee, within 2 1/2 months following the
end of the Plan Year to which the disallowed deferrals relate, that the
deferrals are no longer considered SAR-SEP deferrals. Such notification shall
specify the amount of the disallowed deferrals and the calendar year in which
they are includible in income and must provide an explanation of applicable
penalties if the disallowed deferrals are not withdrawn in a timely fashion.

9
<PAGE> 10
3. The Employer shall contribute and allocate to each Employee's
IRA an amount equal to the amount of the Employee's elective deferrals.
Elective deferrals will be paid by the Employer to the Employee's IRA.

4. Subject to limitations and rules established by the Employer
which are the same for all Participants, a Participant may elect to have
elective deferrals made under this SEP through either single-sum or continuing
contributions, or both, pursuant to a salary reduction agreement.

5. Subject to limitations and rules established by the Employer
which are the same for all Participants, a Participant may elect to have such
Participant's compensation reduced by a percentage or amount per pay period as
designated in writing to the Employer.

6. The Employer, if elected in the Adoption Agreement, may allow
Participants to base elective deferrals on cash bonuses during the year that,
at the Participant's election, may be contributed to the SEP or received by the
Participant in cash.

7. No elective deferrals may be based on compensation a
Participant could have received before adoption of this SAR-SEP and execution
by the Participant of a salary deferral agreement.

8. Under no circumstances may a Participant's elective deferrals
in any calendar year exceed the lesser of 15% of the Participant's compensation
(determined without including the SEP contributions), or the limitation under
section 402(g) of the Code based on all plans of the Employer.

9. If an Employer maintains any other SEP to which non-elective
SEP employer contributions are made for a Plan Year, or any qualified plan to
which contributions are made for such Plan Year, then a Participant's elective
deferrals may be limited to the extent necessary to satisfy the maximum
contribution limitations under section 415(c)(1)(A) of the Code.

10. Elective deferrals by a Highly Compensated Employee must
satisfy the deferral percentage limitation under section 408(k)(6) of the
Code. Amounts in excess of the deferral percentage limitation will be deemed
excess SEP contributions on behalf of each affected Highly Compensated
Employee.

11. The Employer shall notify each affected Highly Compensated
Employee, within 2 1/2 months following the end of the Plan Year to which the
excess SEP contributions relate, of any excess SEP contributions to the Highly
Compensated Employee's IRA for the applicable year. Such notification shall
specify the amount of the excess SEP contributions and the calendar year in
which the contributions are includible in income and must provide an
explanation of applicable penalties if the excess contributions are not
withdrawn in a timely fashion.

12. The Employer shall notify each Participant who makes an
elective deferral to the SEP for a Plan Year that, notwithstanding the
prohibition on withdrawal restrictions contained in this SEP, any amount
attributable to such elective deferrals which is withdrawn or transferred
before the earlier of 2 1/2 months after the end of the particular Plan Year
and the date the Employer notifies the Participants that the deferral
percentage limitations have been calculated, will be includible in income for
purposes of sections 72(t) and 408(d)(1) of the Code.

13. If the SEP is a top heavy plan, then to satisfy the top-heavy
requirements of section 416 of the Code, the Employer will make a minimum
contribution each Plan Year to the IRA of each Participant eligible to
participate in this SEP (other than a Key Employee), which, in combination with
other non-elective contributions, if any, is equal to the lesser of 3% of each
Participant's compensation or a percentage of such compensation equal to the
percentage of compensation at which elective and non-elective contributions are
made under the SEP for the Plan Year for the Key Employee for whom such
percentage is the highest for the Plan Year.

14. For purposes of satisfying the minimum top heavy contribution
requirement under section 416 of the Code, all non-elective contributions under
the SEP shall be taken into account, but elective deferrals shall not be taken
into account.

15. If the Employer elects to permit elective deferrals in the
Adoption Agreement which will be contributed to the Participant's IRA, then
this arrangement is intended to qualify as a salary reduction simplified
employee pension under section 408(k)(6) of the Code and the regulations
thereunder.

ARTICLE VI
Administration

The Employer shall be the Plan Administrator. J. C. Bradford & Co.
shall not be responsible for determining eligibility to participate,
contributions, salary deferrals, annual additions limitations, compliance
testing and other plan administrative duties required under the Code and
regulations.

ARTICLE VII
Amendment, Termination and Information

1. The Employer may amend the SEP at any time by amending the
Adoption Agreement and by notifying J. C. Bradford & Co. in
writing of the amendment. Further, J. C. Bradford & Co. may
also amend the SEP at any time. All amendments shall be
communicated to the Participants by the Employer.

2. The Employer may terminate the SEP at any time by notifying
J. C. Bradford & Co. J. C. Bradford & Co. may also terminate
the SEP at any time. A termination shall be communicated to
the Participants by the Employer.

3. Inquiries regarding this SEP should be addressed to the
Employer's J. C. Bradford & Co. broker or J. C. Bradford & Co.,
330 Commerce Street, Nashville, Tennessee 37201
(1-615-748-9434).

10
<PAGE> 11
ARTICLE VIII
Definitions

When used in this SEP, the following terms shall have the indicated
meanings, unless the context clearly indicates otherwise:

1. "Adoption Agreement" shall mean the J. C. Bradford & Co.
Prototype Simplified Employee Pension Plan Adoption Agreement
which has been executed by the Employer and is incorporated in
this SEP by reference.

2. "Code" shall mean the Internal Revenue Code of 1986 and any
amendments thereto.

3. "Compensation" for purposes of the $300 limit of section
408(k)(2)(C) of the Code shall be defined as section 414(q)(7)
of the Code compensation.

For all other purposes, compensation shall mean all of a Participant's
information required to be reported under sections 6041 and 6051 of the Code.
(Wages, Tips and Other Compensation Box on Form W-2). Compensation is defined
as wages as defined in section 3401(a) and all other payments of compensation
to an Employee by the Employer (in the course of the Employer's trade or
business) for which the Employer is required to furnish the Employee with a
written statement under section 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under section
3401(a) of the Code that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in section 3401(a)(2) of the Code).

For any self-employed individual covered under the SEP, compensation
will mean earned income.

Compensation shall include only that compensation which is actually
paid to the Participant during the year.

Compensation shall include any amount which is contributed by the
Employer pursuant to salary reduction agreement and which is not includible in
the gross income of the Employee under sections 125, 402(e)(3), 402(h)(1)(B)
or 403(b) of the Code.

The annual compensation of each Participant taken into account under
the SEP for any year shall not exceed the limitations set forth in Article II.

4. "Employee" shall mean an employee of the Employer.

5. "Employer" shall mean the corporation, partnership or sole
proprietorship specified in the Adoption Agreement.

6. "Highly Compensated Employee" shall mean any Employee as
defined in section 414(q) of the Code.

7. "IRA" shall mean an individual retirement account sponsored by
J. C. Bradford & Co. as long as such individual retirement
account is an Internal Revenue Service approved master or
prototype individual retirement; otherwise an Internal Revenue
Service approved master or prototype individual retirement
account or Internal Revenue Service model individual
retirement account.

8. "Key Employee" shall mean any Employee or former Employee (and
the beneficiaries of these Employees) under section 416(i)(1)
of the Code who, at any time during the "determination
period", was:

(a) An officer of the Employer (if the Employee's
compensation exceeds 50% of the limit under
section 415(b)(1)(A));

(b) An owner of one of the ten largest interests
in the Employer (if the Employee's
compensation exceeds 100% of the limit under
section 415(c)(1)(A));

(d) A 1% owner of the Employer (if the Employee
has compensation in excess of $150,000).

The "determination period" is the current Plan Year and the
four preceding years.

9. "Leased Employees" shall mean an individual defined in section
414(n) (2) of the Code.

10. "Participant" shall mean an Employee of the Employer who has
met the eligibility requirements to participate in this SEP.

11. "Plan Year" shall mean the Plan Year selected by the Employer
in the Adoption Agreement.

12. "SEP" shall mean the J. C. Bradford & Co. Prototype Simplified
Employee Pension Plan and Agreement.

11
<PAGE> 12
J.C. BRADFORD & CO.
PROTOTYPE SIMPLIFIED EMPLOYEE PENSION PLAN
ADOPTION AGREEMENT

The undersigned Employer hereby adopts the J.C. Bradford & Co. Prototype
Simplified Employee Pension Plan (SEP) as follows:

ARTICLE I
GENERAL INFORMATION

1. Employer's name:
------------------------------------------------------
2. Employer's business address:
-------------------------------------------
3. Employer's mailing address:
-------------------------------------------
4. Employer's telephone number: ( )
-----------------------------------------
5. Employer's federal identification number:
------------------------------
6. The Employer is a:
a) sole proprietorship c) corporation
--------------- ---------------
b) partnership d) non-profit
--------------- ---------------
organization (salary
deferrals are not permitted
under a non-profit SEP)

7. Employer's taxable year is ____________________________ .

8. This SEP is:
a) [ ] a new SEP with an effective date of ________. (Note:
The effective date is usually the first day of the
Plan Year.)
b) [ ] an amendment/restatement of an existing SEP with an
original effective date of __________.

9. The Plan Year of the SEP is:
a) [ ] Calendar Year.
b) [ ] Employer's taxable year.

ARTICLE II
ELIGIBILITY

1. An Employee shall be eligible to participate in the SEP after working
in at least ________ years (not to exceed 3) of the immediately
preceding 5 years and is at least age ________________(not to exceed
21).

2. The Employee shall enter the SEP on the first day of the calendar
month after completing the service and age requirements in Section 1
of Article II above.

3. The following Employees are not eligible to participate in the SEP:
a) [ ] Employees who are covered by a collective bargaining
agreement and non resident aliens.
b) [ ] Employees with total compensation during the year of
less than $385 (adjusted annually by Treasury Dept.).
c) [ ] Leased employees as defined in Section 414(n)(2) of
the Internal Revenue Code.

ARTICLE III
CONTRIBUTIONS, TYPE OF PLAN AND SALARY DEFERRALS

1. The Employer will, in its sole discretion, decide how much,
if any, to contribute to the SEP each Plan Year as limited by the Plan
and law.

2. This SEP is:
a) [ ] Non-Integrated.
b) [ ] Integrated. The integration level is equal to:
i) [ ]$_________ (not to exceed Taxable Wage Base in
effect at the beginning of the Plan Year).
ii) [ ]Taxable Wage Base.
iii) [ ]___________% of Taxable Wage Base (not to exceed
100%). Refer to Article IV Integrated SEP of the
Plan Document for specifics on integration and
definition of Taxable Wage Base.

3. The following shall apply regarding Participant elective deferrals:
a) [ ] This SEP may at the Employer's discretion permit
Participant elective deferrals for any Plan Year.
i) The employer: will [ ] or will not [ ] permit a
Participant to make elective deferrals from cash
bonuses.
b) [ ] This SEP does not permit Participant elective
deferrals (Note: the employer must check this block
if the employer has any leased employees as defined
in Section 414(n)(2) of the Code).

ARTICLE IV
MISCELLANEOUS

1. The Employer adopts this SEP and agrees to the terms and conditions as
outlined in the SEP Plan Document.

2. The Employer agrees, it will be responsible for determining
eligibility, contributions, salary deferrals, annual additions
limitations, compliance testing, and other administrative functions in
accordance with IRS code and regulations and J.C. Bradford & Co.
shall not perform such duties.

3. The Employer certifies that it has never maintained a defined benefit
pension plan and further agrees that it cannot establish a defined
benefit pension plan while utilizing the J.C. Bradford & Co. Prototype
SEP.

4. This SEP may only be used in conjunction with an IRA sponsored by J.C.
Bradford & Co. and approved by the Internal Revenue Service.

IN WITNESS WHEREOF, the Employer hereby executes and adopts the J.C. Bradford &
Co. Prototype Simplified Employee Pension Plan.

Date Name of Employer & Title
---------------------- -------------------------

Signature Employer's JCB Account Number
------------------ --------------------

<PAGE> 13
J.C. BRADFORD & CO.
PROTOTYPE SIMPLIFIED EMPLOYEE PENSION PLAN
PARTICIPANT SALARY DEFERRAL AGREEMENT

Employer
------------------------------------------

Eligible Employee
---------------------------------

Employee's Social Security Number
-----------------

I. Salary Reduction Deferral

a. I authorize the following dollar amount or percentage of my
compensation (salary, commissions, and/or wages), subject to
the Plan requirements, to be withheld from each of my
paychecks and contributed to my J.C. Bradford & Co. SEP-IRA
Account Number________________________________:

$ or %
----------------- --------------

b. If permitted by my Employer, I authorize the following dollar
amount or percentage to be withheld from my cash bonus and
contributed to my J.C. Bradford & Co. SEP-IRA Account Number
referenced above:

$ or %
----------------- --------------

NOTE: ALL SALARY DEFERRAL CONTRIBUTIONS ARE LIMITED ON A CALENDAR
BASIS TO THE LESSER OF 15% OF COMPENSATION OR $9,240 (ADJUSTED
ANNUALLY BY THE TREASURY DEPT.)

c. This deferral election shall be effective.____________________.
(Date)

d. I understand that I can only change this salary deferral
agreement effective the first day of the plan year or the
first day of the seventh month of the plan year and that this
salary deferral agreement shall remain in effect until I
notify my employer in writing.

IMPORTANT

II. Withdrawals

I understand and agree that I will not withdraw or transfer from my
J.C. Bradford & Co. SEP-IRA Account any elective deferrals and/or
income from such deferrals until 2 1/2 months after the end of the
Plan Year or, if sooner, when my employer notifies me that the
deferral percentage limitation test for that Plan Year has been
completed. I also understand such withdrawals or transfers are
subject to tax and penalties under Sections 72(t) and 408(d)(1) of the
IRS Code of 1986, as amended.

- -------------------------------- -----------------------------------------
DATE SIGNATURE OF ELIGIBLE EMPLOYEE

<PAGE> 1
EXHIBIT 14(d)

J.C. BRADFORD & CO. Page 1 of 2
SIMPLIFIED STANDARDIZED MONEY PURCHASE PENSION PLAN

- --------------------------------------------------------------------------------
Qualified Retirement Plan ADOPTION AGREEMENT
- --------------------------------------------------------------------------------
EMPLOYER INFORMATION
Name of Employer
-----------------------------------------------
Business Address
-----------------------------------------------
City State Zip
------------------------ ----------- ----------------
Telephone Federal Tax Identification Number
---------- -----------
Income Tax Year End
-------------------------------------------
(month) (day)

Type of Business (Check only one)
[ ] Sole Proprietorship [ ] Partnership [ ] Corporation
[ ] Other (Specify)
----------------------------------------

Plan Sequence No._________________ Enter 001 if this is the
first qualified plan the Employer has ever maintained, enter
002 if it is the second, etc. For a Plan which covers only
the owner of the business, please provide the following
information about the owner:

Social Security No. Date Business Established
----------- ------
Date of Birth Marital Status
----------------- ------------------
Home Address
--------------------------------------------------

EFFECTIVE DATES Check and complete Option A or B
OPTION A. [ ] This is the initial adoption of a money purchase
pension 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 B. [ ] This is an amendment and restatement of an existing
money purchase pension plan (a prior plan). The
Prior Plan was initially effective on _______________,
19____. The Effective Date of this amendment and
restatement is ____________________ , 19____.
NOTE: THE EFFECTIVE DATE IS USUALLY THE FIRST DAY OF
THE PLAN YEAR IN WHICH THE ADOPTION AGREEMENT IS
SIGNED.

PLAN PROVISIONS Complete Parts A through E
PART A. Service Requirement: An Employee will be eligible to
become a Participant in the Plan after completing
________________(enter 0, 1 or 2) Years of Eligibility
Service. NOTE: IF LEFT BLANK, THE YEARS OF
ELIGIBILITY SERVICE REQUIRED WILL BE DEEMED TO BE 0.

PART B. Age REQUIREMENT: AN EMPLOYEE WILL BE ELIGIBLE TO
BECOME A PARTICIPANT IN THE PLAN AFTER ATTAINING AGE
_____ (no more than 21).
NOTE: IF LEFT BLANK, IT WILL BE DEEMED THERE IS NO
AGE REQUIREMENT FOR ELIGIBILITY.

PART C. 100% Vesting: A Participant shall be fully Vested at
all times in his or her Individual Account.

PART D. Normal Retirement Age: The Normal Retirement Age
under the Plan is age 59 1/2.

PART E. Contribution Formula: For each Plan Year the
Employer will contribute for each qualifying
Participant an amount equal to ___% (not to exceed
25%) of the qualifying Participant's Compensation for
the Plan Year.

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 and tax implications of adopting this
Plan.
<PAGE> 2

Simplified Standardized Money Purchase Pension Plan Page 2 of 2
Adoption Agreement

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 for Employer Date Signed
------------------ -----------
(Type Name)
---------------------------------------------------

TRUSTEE OR CUSTODIAN
Trustee or Custodian
------------------------------------------
Signature
-----------------------------------------------------
(Type Name)
---------------------------------------------------

[ ] Check this box only if a financial organization is named
as Trustee and it has full trust powers.

PROTOTYPE SPONSOR
Name of Prototype Sponsor J. C. BRADFORD & CO.
-------------------------------------
Address 330 COMMERCE STREET, NASHVILLE, TN 37201
-------------------------------------------------------
Telephone Number (615) 748-9434
----------------------------------------------

ADDITIONAL PLANS
An Employer who has ever maintained or who later adopts any
plan (including a welfare benefit fund, as defined in Section
419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for key employees as
defined in Section 419A(d)(3) of the Code or an individual
medical account, as defined in Section 415(1)(2) of the Code)
in addition to this Plan (other than a paired standardized
profit sharing plan using Basic Plan Document No. 03) may not
rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code. If the Employer who
adopts or maintains multiple plans wishes to obtain reliance
that the Employer's plan(s) are qualified, application for a
determination letter should be made to the appropriate Key
District Director of Internal Revenue.

This Adoption Agreement may be used only in conjunction with
Basic Plan Document No. 03.

LIMITATION ON ALLOCATIONS - MORE THAN ONE PLAN
If you maintain or ever maintained another qualified plan
(other than a paired standardized profit sharing plan using
Basic Plan Document No. 03) 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(1)(2) of the Code, under which
amounts are treated as annual additions with respect to any
Participant in this Plan.

PART A. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
master or prototype plan:
1. [ ] The provisions of Sections 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. 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. Such language must
preclude Employer discretion. (Complete)
--------------------
-------------------------------------------------------------

PART C. The limitation year is the following 12-consecutive month
period:

---------------------------------------------------------------
<PAGE> 3
Page 1 of 3

J.C. BRADFORD & CO.
SIMPLIFIED STANDARDIZED PROFIT SHARING PLAN

<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
Qualified Retirement Plan ADOPTION AGREEMENT
- -------------------------------------------------------------------------------------------------------------------

EMPLOYER INFORMATION

Name of Employer________________________________________________________________________________________

Address ________________________________________________________________________________________________

City __________________________________________ State__________________ Zip_____________________________

Telephone ______________________________ Federal Tax Identification Number ____________________________

Income Tax Year End ____________________________________________________________________________________
(month) (day)

Type of Business (Check only one)
/ / Sole Proprietorship / / Partnership / / Corporation / / Other (Specify)__________________

Nature of Business (Describe)___________________________________________________________________________

Plan Sequence No. _____________________ Enter 001 if this is the first qualified plan the Employer has
ever maintained, enter 002 if it is the second, etc.

For a plan which covers only the owner of the business, please provide the following information about
the owner:

Social Security No. ______________________________________ Date Business Established _________________

Date of Birth _____________________________________________ Marital Status_____________________________

Home Address____________________________________________________________________________________________

EFFECTIVE DATES Check and complete Option A or B

OPTION A. / / 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 B. / / This is an amendment and restatement of an existing profit sharing plan (a Prior Plan).
The Prior Plan was initially effective on__________________________________, 19___________.
The Effective Date of this amendment and restatement is____________________, 19___________.
NOTE: The effective date is usually the first day of the Plan Year in which the Adoption
Agreement is signed.

PLAN PROVISIONS Complete Parts A through F

PART A. Service Requirement: An Employee will be eligible to become a Participant in the Plan after completing
___________________ (enter 0, 1 or 2) Years of Eligibility Service.
NOTE: If more than 1 year is selected, the immediate 100% vesting schedule of Section 5, Option C will
automatically apply. If left blank, the Years of Eligibility Service required will be deemed to be 0.
PART B. Age Requirement: An Employee will be eligible to become a Participant in the Plan after attaining age
___________________ (no more than 21).
NOTE: If left blank, it will be deemed there is no age requirement for eligibility.
PART C. 100% Vesting: A Participant shall be fully Vested at all times in his or her Individual Account to Participate.
PART D. Normal Retirement Age: The Normal Retirement Age under the Plan is age 59 1/2.

</TABLE>
<PAGE> 4

Simplified Standardized Profit Sharing Plan Page 2 of 3
Adoption Agreement

PART E. Contribution Formula: For each Plan Year the
Employer will contribute an amount to be determined from year to
year. Such contribution 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.

PART F. Retirement Equity Act Safe Harbor: Will the safe harbor
provisions of Section 6.05(F) apply?
/ / Yes / / No

NOTE: If left blank, it will be deemed, yes.

EMPLOYER SIGNATURE Important: Please read before signing.

I am an authorized representative of the Employer named above and I state
the following:

Signature for Employer_____________________ Date Signed _____________

(Type Name)___________________________________________________________

TRUSTEE OR CUSTODIAN

Trustee or Custodian___________________________________________________

Signature______________________________________________________________

(Type Name)____________________________________________________________

/ / Check this box only if a financial organization is named as
Trustee and it has full trust powers.

PROTOTYPE SPONSOR

Name of Prototype Sponsor J.C. Bradford & Co.
---------------------------------------------
Address 330 Commerce Street, Nashville, TN 37201
---------------------------------------------------------------
Telephone Number (615) 748-9434
------------------------------------------------------

ADDITIONAL PLANS

An Employer who has ever maintained or who later adopts any plan
(including a welfare benefit fund, as defined in Section 419(e) of the
Code, which provides Post-retirement medical benefits allocated to
separate accounts for key employees as defined in Section 419A (d)(3)
of the Code or an individual medical account, as defined in Section
415(1)(2) of the Code) in addition to this Plan (other than a paired
standardized money purchase pension plan using Basic Plan Document No.
03) may not rely on the opinion letter issued by the National Office of
the Internal Revenue Service as evidence that this Plan is qualified
under Section 401 of the Code. If the Employer who adopts or maintains
multiple plans wishes to obtain reliance that the Employer's plan(s)
are qualified, application for a determination letter should be made to
the appropriate Key District Director of Internal Revenue.
This Adoption Agreement may be used only in conjunction with Basic Plan
Document No. 03.

<PAGE> 5

Simplified Standardized Profit Sharing Plan Page 3 of 3
Adoption Agreement

LIMITATION ON ALLOCATIONS - MORE THAN ONE PLAN
If you maintain or ever maintained another qualified plan (other
than a paired standardized money purchase pension plan using Basic
Plan Document No. 03) 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(1)(2)
of the Code, under which amounts are treated as annual additions
with respect to any Participant in this Plan.

PART C. The limitation year is the following 12-consecutive month period:
________________________

<PAGE> 6
Page 1 of 2

J. C. BRADFORD & CO.
Simplified Standardized Money Purchase Pension Plan
SUMMARY PLAN DESCRIPTION
- --------------------------------------------------------------------------------

GENERAL INFORMATION SHEET

PLAN INFORMATION Your Employer has adopted a Simplified Standardized
Money Purchase Pension Plan for the benefit of you and
your co-workers. This Plan is designed to help you meet
your financial needs during your retirement years.

The Employer must follow certain rules and requirements
in order to maintain this Plan. This General
Information Sheet will give you some of the details of
your Plan. Refer to the Summary Plan Description (SPD)
Booklet for more information on each topic.

Plan Name
------------------------------------------------

Plan Number
----------------------------------------------

Plan Year End
--------------------------------------------

EFFECTIVE DATES Effective date of this Plan
------------------------------

If this is an amendment and restatement of a prior Plan,
the effective date of the prior Plan is

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

SERVICE AND AGE SEE SECTION 2, PART 1, OF THE SPD BOOKLET.
REQUIREMENTS All Employees shall become eligible to participate in
the Plan after satisfying the age and service
requirements.

Years of service required to become a
Participant
----------------------------------------------

Age required to become a
Participant
----------------------------------------------

ENTRY DATES SEE SECTION 2, PART 2, OF THE SPD BOOKLET.
The semi-annual entry dates are
and
------------------------ ------------------------------

HOURS OF SERVICE SEE SECTION 2, PARTS 3 AND 4 OF THE SPD BOOKLET.
AND BREAK IN SERVICE An Employee must complete 1,000 hours of service in order
to have a year of service.

An Employee must complete 500 hours of service in order
to avoid a break in service.

EMPLOYER SEE SECTION 3, PARTS 1 AND 2 OF THE SPD BOOKLET.
CONTRIBUTIONS Each Plan Year the Employer will contribute to the Plan
% of each qualifiying Participant's Compensation.
--------

DISTRIBUTIONS SEE SECTION 4 OF THE SPD BOOKLET.
Section 4, Part 1 of the SPD Booklet specifies several
circumstances under which you may take distributions
from the plan. In addition to those circumstances, you
may take distributions from the plan if any of the
following occur:

a. You terminate employment (regardless of age);
b. You attain normal retirement age (regardless
of whether you continue to work); or
c. You become disabled - Generally, you are
disabled when you cannot work because of a
physical or mental condition which is expected
to last at least a year or result in your death.

In addition, if you die, the persons you named as
beneficiaries will receive benefit from the Plan.
<PAGE> 7

Page 2 of 2

VESTING AND NORMAL SEE SECTION 4 OF THE SPD BOOKLET.
RETIREMENT AGE A Participant will always be 100% vested in his or her
Individual Account.

Normal Retirement Age under the Plan is 59 1/2.

JOINT AND SEE SECTION 4, PART 3, OF THE SPD BOOKLET.
SURVIVOR ANNUITY The survivor annuity portion of the Joint and Survivor
Annuity will be a percentage equal to 50% of the amount
paid to the Participant prior to his or her death.

EMPLOYER Name
INFORMATION -----------------------------------------------------

Address
--------------------------------------------------

Business Telephone
---------------------------------------

Employer's Identification Number
-------------------------

Employer's Income Tax Year End
---------------------------

PLAN ADMINISTRATOR The Employer is usually the Plan Administrator. This
section will be completed only if the Employer will not
be the Plan Administrator.

Name (if not the employer)
-------------------------------

Address
--------------------------------------------------

Business Telephone
---------------------------------------

AGENT FOR SERVICE Name
OF LEGAL PROCESS -----------------------------------------------------

Address
--------------------------------------------------

NOTE: The Agent for Service of Legal Process is the
person upon whom any legal papers can be served.
Service of legal process may be made upon a Plan Trustee
or the Employer/Plan Administrator.

TRUSTEE(S) Name
-----------------------------------------------------

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

Business Address
-----------------------------------------

Name
-----------------------------------------------------

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

Business Address
-----------------------------------------
<PAGE> 8
Page 1 of 2

J. C. BRADFORD & CO.
Simplified Standardized Profit Sharing Plan
SUMMARY PLAN DESCRIPTION
- --------------------------------------------------------------------------------

GENERAL INFORMATION SHEET

PLAN INFORMATION Your Employer has adopted a Simplified Standardized
Profit Sharing Plan for the benefit of you and your
co-workers. This Plan is designed to help you meet your
financial needs during your retirement years.

The Employer must follow certain rules and requirements
in order to maintain this Plan. This General
Information Sheet will give you some of the details of
your Plan. Refer to the Summary Plan Description (SPD)
Booklet for more information on each topic.

Plan Name
------------------------------------------------

Plan Number
----------------------------------------------

Plan Year End
--------------------------------------------

EFFECTIVE DATES Effective date of this Plan
------------------------------

If this is an amendment and restatement of a prior
Plan, the effective date of the prior Plan is

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

SERVICE AND AGE SEE SECTION 2, PART 1, OF THE SPD BOOKLET.
REQUIREMENTS All Employees shall become eligible to participate in
the Plan after satisfying the age and service
requirements.

Years of service required to become a
Participant
----------------------------------------------

Age required to become a
Participant
----------------------------------------------

ENTRY DATES SEE SECTION 2, PART 2, OF THE SPD BOOKLET.
The semi-annual entry dates are and
----------- -----------

HOURS OF SERVICE SEE SECTION 2, PARTS 3 AND 4 OF THE SPD BOOKLET.
AND BREAK IN SERVICE An Employee must complete 1,000 hours of service in order
to have a year of service.

An Employee must complete 500 hours of service in order
to avoid a break in service.

EMPLOYER SEE SECTION 3, PARTS 1 AND 2 OF THE SPD BOOKLET.
CONTRIBUTIONS Each Plan Year the Employer will contribute to the Plan
an amount from 0 to 15% of the total Compensation of all
eligible Participants. The amount of the contribution
will be determined from year to year by the managing
body of the Employer.

DISTRIBUTIONS SEE SECTION 4 OF THE SPD BOOKLET.
Section 4, Part 1 of the SPD Booklet specifies several
circumstances under which you may take distributions
from the plan. In addition to those circumstances, you
may take distributions from the plan if any of the
following occur:

a. You terminate employment (regardless of age):
b. You attain normal retirement age (regardless
of whether you continue to work); or
c. You become disabled - Generally, you are
disabled when you cannot work because of a
physical or mental condition which is expected
to last at least a year or result in your death.

In addition, if you die, the persons you named as
beneficiaries will receive benefit from the Plan.
<PAGE> 9
Page 2 of 2

VESTING AND NORMAL SEE SECTION 4 OF THE SPD BOOKLET.
RETIREMENT AGE A Participant will always be 100% vested in his or her
Individual Account.

Normal Retirement Age under the Plan is 59 1/2.

REA SAFE HARBOR/ SEE SECTION 4, PART 3, OF THE SPD BOOKLET.
JOINT AND The REA Safe Harbor provisions of the Plan [ ] will [ ]
SURVIVOR ANNUITY will not apply. If the REA Safe Harbor provisions do
not apply, the survivor annuity portion of the Joint and
Survivor Annuity will be a percentage equal to 50% of
the amount paid to a Participant prior to his or her
death.

EMPLOYER Name
INFORMATION -----------------------------------------------------

Address
--------------------------------------------------

Business Telephone
---------------------------------------

Employer's Identification Number
-------------------------

Employer's Income Tax Year End
---------------------------

PLAN ADMINISTRATOR The Employer is usually the Plan Administrator. This
section will be completed only if the Employer will not
be the Plan Administrator.

Name (if not the employer)
-------------------------------

Address
--------------------------------------------------

Business Telephone
---------------------------------------

AGENT FOR SERVICE Name
OF LEGAL PROCESS -----------------------------------------------------

Address
--------------------------------------------------

NOTE: The Agent for Service of Legal Process is the
person upon whom any legal papers can be served.
Service of legal process may be made upon a Plan Trustee
or the Employer/Plan Administrator.

TRUSTEE(S) Name
-----------------------------------------------------

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

Business Address
-----------------------------------------

Name
-----------------------------------------------------

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

Business Address
-----------------------------------------

<PAGE> 1

EXHIBIT (15)

THE BRADFORD MONEY FUND

PLAN OF DISTRIBUTION

WHEREAS, Rule 12b-1 under the Investment Company Act of 1940 ("Rule
12b-1") provides that, except as provided in Rule 12b-1, it shall be unlawful
for any registered open-end management investment company (other than such
company complying with the provisions of Section 10(d) under the Investment
Company Act of 1940 (the "1940 Act")) to act as distributor of securities of
which such company is the issuer, except through an underwriter.

WHEREAS, Rule 12b-1 provides that a registered open-end management
investment company will be deemed to be acting as a distributor of securities
of which it is the issuer, other than through an underwriter, if it engages
directly or indirectly in financing any activity which is primarily intended to
result in the sale of shares issued by such company, including but not
necessarily limited to, advertising, compensation of underwriters, dealers and
sales personnel, the printing and mailing of prospectuses to other than current
shareholders, and the printing and mailing of sales literature.

WHEREAS, The Bradford Funds, Inc., a Maryland corporation (the "Fund")
has appointed J.C. Bradford & Co., a Tennessee limited partnership (the
"Distributor") distributor of the Fund pursuant to a Distribution Agreement
dated as of January 13, 1989, a copy of which is attached hereto, under which
the Distributor agrees to distribute and pay the costs of distributing shares
representing interests in The Bradford Money Fund (the "Portfolio"), a single
investment portfolio of the Fund, in consideration of all of which the
Distributor shall receive reimbursements from the Fund as provided in the
Distribution Agreement.

WHEREAS, the activities of the Fund as hereinbefore described may be
deemed to constitute the financing of an activity primarily intended to result
in the sale of the Fund's shares and the Fund may be deemed a distributor of
its own shares.

WHEREAS, Rule 12b-1 provides that a registered, open-end management
company may act as a distributor of securities of which it is the issuer,
provided that any payments made by such company in connection with such
distribution are made pursuant to a written plan describing all material
aspects of the proposed financing of distribution and that all agreements with
any person relating to implementation of the plan are in writing and provided,
further, that certain additional conditions are met.

NOW, THEREFORE, the following shall constitute the Plan of
Distribution (the "Plan") pursuant to which distribution of the Fund's shares
of capital stock, $.001 par value per share, representing interests in the
Portfolio (the "Shares"), shall be made.

Section 1. Allocation of Responsibilities.

(a) The Fund shall be solely responsible for all actions required
to be taken in connection with the offer, sale, and distribution of the Shares,
other than such actions as are
<PAGE> 2

expressly assumed by the Distributor pursuant to (1) the terms of this Plan and
(2) the Distribution Agreement, which complies with the provisions of Sections
6 and 7 of this Plan.

(b) The Distributor shall be solely responsible for (1) the
distribution of and payment of the costs of distributing the Shares, which
costs shall include, by way of example, but not by way of limitation
administrative and sales-related costs, compensation paid to registered
representatives of the Distributor and to broker/dealers that have entered into
sales agreements with the Distributor, the costs of printing and distributing
prospectuses, statements of additional information and shareholder reports to
those who are not, at the time of such distribution, shareholders, the costs of
preparing, printing, and distributing sales literature, the costs of preparing
and running advertisements on radio, television, newspapers, or magazines, and
other distribution-related expenses, but excluding fees and expenses of
registering and qualifying the Fund and qualifying the Shares for distribution
under federal and state securities laws; (2) such other responsibilities
assumed by the Distributor pursuant to the Distribution Agreement; and (3) any
other responsibilities in connection with the distribution of the Shares
assumed by the Distributor pursuant to a written agreement which complies with
Sections 6 and 7 of this Plan.

Section 2. Payment of Costs of Distribution.

(a) As long as the Distribution Agreement, or any amendment
thereto complying with Sections 6 and 7 of this Plan, shall remain in effect,
the Fund on behalf of the Portfolio shall reimburse the Distributor as provided
therein on a monthly basis for its costs of distribution of Shares incurred
with respect to the Portfolio, and such reimbursements shall be at an annual
rate not to exceed .2% of the daily net assets of the Portfolio. Net assets
shall be computed in accordance with the currently effective Prospectus of the
Portfolio.

Such reimbursements shall be made by the Fund for the following
expenses to the extent actually incurred by the Distributor:

(1) Administrative and sales-related costs of the
Distributor, including reasonable allocations of overhead, provided
that the Distributor shall provide to the Fun a reasonably detailed
description of such administrative and sales-related costs, including
its method of allocating overhead.

(2) If Shares of the Portfolio are sold by registered
representatives of the Distributor or by broker/dealers that have
entered into sales agreements with the Distributor, compensation paid
to such registered representatives and broker/dealers in such
proportions as may be determined from time to time as set forth in
written agreements.

(3) All other costs of distributing the Shares, as set
forth in Section 1(b)(1) of this Plan.

D-2
<PAGE> 3

(4) The total amount spent on all distribution activities
shall be in the sole discretion of the Distributor; provided, however,
that in the event the costs of distribution of the Shares exceed the
maximum amount reimbursable pursuant to this Plan and the Distribution
Agreement for the Portfolio, the Distributor shall be solely
responsible for the payment of any such excess and the Fund and its
Portfolio shall have no responsibility therefor.

(b) The adviser to the Portfolio may, at its option, make payments
from its own resources to cover the costs of additional distribution
activities.

(c) In the event the Distribution Agreement shall, for any reason
be terminated and neither the Distributor, the adviser to the Portfolio, nor
any other person shall have entered into a written agreement complying with
Sections 6 and 7 of this Plan which by its terms provides for the payment of
the costs of distributing the Shares by the Distributor, the adviser to the
Portfolio, or such other person, as the case may be, then in such event the
Fund shall directly pay all costs of distribution referred to in Section
1(b)(1) of this Plan; provided that, subject to Section 7 of this Plan, the
amount paid by the Fund for distributing the Shares shall not exceed the
percentages of daily net assets set forth with respect to the Portfolio in
Section 2(a) of this Plan.

Section 3. Fund Approvals.

(a) The Fund represents that this Plan, together with the
Distribution Agreement, has been approved by a vote of the Board of Directors
of the Fund, and of the directors of the Fund who are not interested persons of
the Fund, as defined in Section 2(a)(19) of the 1940 Act and the rules,
regulations, and releases relating thereto, and have no direct or indirect
financial interest in the operation of the Plan, or in the Distribution
Agreement or any other agreement related to the Plan ("Interested Persons"),
each in person at a meeting called for the purpose of voting on the Plan and
the Distribution Agreement.

(b) In approving the Plan and the Distribution Agreement, the
directors of the Fund have undertaken the following:

(1) the directors have concluded, in the exercise of
reasonable business judgment and in light of their fiduciary duties
under state law and Sections 36(a) and 36(b) of the 1940 Act, that
there is a reasonable likelihood that the Plan will benefit the
Portfolio and its shareholders;

(2) the directors have requested and evaluated such
information as was reasonably necessary to an informed determination
of whether the Plan should be implemented, and, in connection
therewith, officials of the Distributor, as a party to agreements
related to the Plan, have furnished such information reasonably
necessary for the foregoing purposes;

D-3
<PAGE> 4

(3) the directors have considered and given appropriate
weight to all pertinent factors, including, without limitation, the
following:

(A) the need for independent counsel or experts
to assist the directors in reaching a determination;

(B) the nature of the problems or circumstances
which purportedly make implementation of the Plan necessary or
appropriate;

(D) the way in which the Plan would address these
problems or circumstances and how it would be expected to
resolve or alleviate them, including the nature and
approximate amount of the expenditures to the overall cost
structure of the Fund, the nature of the anticipated benefits,
and the time it would take for those benefits to be achieved;

(E) the merits of possible alternative plans;

(F) the interrelationship between the Plan and
the activities of any other person who may finance
distribution of the Shares, including whether any payments by
the Fund to such other person are made in such a manner as to
constitute the indirect financing of distribution by the Fund;
and

(G) the possible benefits of the Plan to any
other person relative to those expected to inure to the Fund.

Section 4. Reports to and Review by the Board of Directors of the Fund.

(a) Any person authorized to direct the disposition of monies paid
or payable by the Fund pursuant to the Plan, the Distribution Agreement or any
other agreement related to the Plan shall provide the Board of Directors of the
Fund, and the Board of Directors of the Fund shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.

(b) The Agreement and any other agreement related to the Plan
shall by their respective terms provide the appropriate officers of the
Distributor or any party to such other agreement shall provide the directors of
the Fund with such information as may be reasonably necessary to the directors
of the Fund for the purposes required by Section 3(a), 3(b), and 8(d) of this
Plan.

D-4
<PAGE> 5

Section 5. Selection of Directors.

In connection with the implementation and continuation of the Plan,
the Fund hereby undertakes to commit the selection and nomination of directors
of the Fund who are not Interested Persons to a committee comprised of such
directors who are not such Interested Persons.

Section 6. Concerning the Distribution Agreement and Other Agreements
Related to the Plan.

In addition to the requirements contained in Sections 4(b) and 8 of
the Plan, the Distribution Agreement and any other agreement related to the
Plan shall be in writing and shall provide in substance that such agreement
shall be terminated:

(a) at any time, without the payment of any penalty, by
vote of a majority of the members of the Board of Directors of the
Fund who are not Interested Persons or by vote of a majority of the
outstanding Shares of the Portfolio on not more than sixty days'
written notice to the other party thereto; and

(b) automatically in the event of its assignment.

Section 7. Amendments and Modifications.

The Plan, the Distribution Agreement and any other agreement related
to the Plan shall not be amended, modified or superseded except by an agreement
in writing, and, in addition:

(a) may not be amended to increase materially the amount
to be spent for costs of distribution of Shares of the Portfolio, as
provided in Section 2 of this Plan, without the approval of a majority
of the outstanding Shares of the Portfolio; and

(b) may not be amended in any material manner unless such
amendment has been approved in the manner provided in, and consistent
with the procedures specified by, Sections 3(a), 3(b) and 8(d) of this
Plan.

Section 8. Continuation and Termination.

(a) The Plan shall terminate automatically in the event the
shareholder approval required pursuant to Section 10 is not received.

(b) The Plan, the Distribution Agreement and any other agreement
related to the Plan shall continue in effect for a period of more than one year
from the date of its adoption or execution only as long as the continuance is
specifically approved in the manner described in subsection (d) of this Section
8.

D-5
<PAGE> 6

(c) The Plan may be terminated at any time by a majority of the
members of the Board of Directors of the Fund who are not Interested Persons or
by vote of a majority of the outstanding Shares of the Portfolio.

(d) In determining whether the Plan shall be continued or
terminated as provided in this Section 8, the directors of the Fund shall make
such determination in the manner provided in, and consistent with the
procedures specified by, Sections 3(a) and 3(b) of this Plan; provided that, in
addition to the factors specified in Section 3(b)(3), the directors of the Fund
shall also consider and give appropriate weight to the following factors:

(1) the effect of the Plan on existing shareholders; and

(2) whether the Plan has in fact produced the anticipated
benefits for the Fund and its shareholders.

Section 9. Preservation of Information.

(a) The Fund shall, for a period of not less than six years,
preserve the following information and documentation:

(1) the Plan;

(2) the Distribution Agreement;

(3) any other agreement related to the Plan;

(4) any report made pursuant to Section 4 of the Plan; and

all minutes which are recorded as a result of the
requirements of Sections 3, 7, or 8 of the Plan and which relate to the
approval, amendment, or continuation of the Plan, the Distribution Agreement or
any other agreement related to the Plan.

(b) With respect to the information and documentation required to
be preserved pursuant to subsection (a) of this Section 9, such information and
documentation shall be preserved in an easily accessible place for a period of
not less than two years.

Section 10. Shareholder Approval and Effective Date.

The effective date of this Plan shall be the date upon which this Plan
is approved by a vote of the holders of at least a majority of the outstanding
Shares of the Portfolio. Wherever referred to in this Plan, the vote or
approval of the holders of a majority of the outstanding shares of the Fund or
the Portfolio shall mean the vote of (a) 67% of such outstanding shares present
at a meeting if the holders of more than 50% of the such outstanding shares are
present in person or by proxy, or (b) more than 50% of such outstanding shares,
whichever is lesser.

D-6

<PAGE> 1

EXHIBIT (19)(a)

CONSENT OF COUNSEL

We hereby consent to the use of our name and to the references to our
firm under the caption "MISCELLANEOUS - Counsel" included in or made a part of
the Registration Statement on Form N-1A, File No. 33-25137, filed under the
Securities Act of 1933, as amended, of The Bradford Funds, Inc., The Bradford
Money Fund.

BAKER & HOSTETLER

Columbus, Ohio
April 22, 1996

<PAGE> 1

EXHIBIT (19)(b)

POWER OF ATTORNEY

Allan L. Erb, whose signature appears below, does hereby constitute
and appoint Judy K. Abroms and Michael R. Shea, each individually, his true
and lawful attorneys and agents, with power of substitution or resubstitution,
to do any and all acts and things and to execute any and all instruments which
said attorneys and agents, each individually, may deem necessary or advisable
or which may be required to enable The Bradford Funds, Inc. (the "Fund"), to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (the "Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of the Fund's Registration
Statement on Form N-1A pursuant to said Acts and any and all amendments thereto
(including post-effective amendments), including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in
the name and on behalf of the undersigned as director and/or officer of the
Fund such Registration Statement and any and all such amendments filed with the
Securities and Exchange Commission under any Acts and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue thereof.

Dated: April 22, 1996 /s/ Allan R. Erb
----------------
Allan R. Erb

<PAGE> 2

POWER OF ATTORNEY

Douglas C. Altenbern, whose signature appears below, does hereby
constitute and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ Douglas C. Altenbern
------------------------
Douglas C. Altenbern

<PAGE> 3

POWER OF ATTORNEY

William Carter, whose signature appears below, does hereby constitute
and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ William Carter
------------------------
William Carter

<PAGE> 4

POWER OF ATTORNEY

Richard W. Hanselman, whose signature appears below, does hereby
constitute and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ Richard W. Hanselman
------------------------
Richard W. Hanselman
<PAGE> 5

POWER OF ATTORNEY

Michael R. Shea, whose signature appears below, does hereby constitute
and appoint Allan L. Erb and Judy K. Abroms, each individually, his true and
lawful attorneys and agents, with power of substitution or resubstitution, to
do any and all acts and things and to execute any and all instruments which
said attorneys and agents, each individually, may deem necessary or advisable
or which may be required to enable The Bradford Funds, Inc. (the "Fund"), to
comply with the Investment Company Act of 1940, as amended, and the Securities
Act of 1933, as amended (the "Acts"), and any rules, regulations or
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing and effectiveness of the Fund's Registration
Statement on Form N-1A pursuant to said Acts and any and all amendments thereto
(including post-effective amendments), including specifically, but without
limiting the generality of the foregoing, the power and authority to sign in
the name and on behalf of the undersigned as director and/or officer of the
Fund such Registration Statement and any and all such amendments filed with the
Securities and Exchange Commission under any Acts and any other instruments or
documents related thereto, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue thereof.

Dated: April 22, 1996 /s/ Michael R. Shea
-------------------
Michael R. Shea

<PAGE> 6

POWER OF ATTORNEY

Edward J. Roach, whose signature appears below, does hereby constitute
and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ Edward J. Roach
-------------------
Edward J. Roach

<PAGE> 7

POWER OF ATTORNEY

William T. Spitz, whose signature appears below, does hereby
constitute and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ William T. Spitz
--------------------
William T. Spitz

<PAGE> 8

POWER OF ATTORNEY

Randall R. Harness, whose signature appears below, does hereby
constitute and appoint Allan L. Erb, Judy K. Abroms and Michael R. Shea, each
individually, his true and lawful attorneys and agents, with power of
substitution or resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to
enable The Bradford Funds, Inc. (the "Fund"), to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended
(the "Acts"), and any rules, regulations or requirements of the Securities and
Exchange Commission in respect thereof, in connection with the filing and
effectiveness of the Fund's Registration Statement on Form N-1A pursuant to
said Acts and any and all amendments thereto (including post-effective
amendments), including specifically, but without limiting the generality of the
foregoing, the power and authority to sign in the name and on behalf of the
undersigned as director and/or officer of the Fund such Registration Statement
and any and all such amendments filed with the Securities and Exchange
Commission under any Acts and any other instruments or documents related
thereto, and the undersigned does hereby ratify and confirm all that said
attorneys and agents, or any of them, shall do or cause to be done by virtue
thereof.

Dated: April 22, 1996 /s/ Randall R. Harness
----------------------
Randall R. Harness

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THE BRADFORD FUNDS, INC. FOR THE SIX MONTHS ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 1,008,875,307
<INVESTMENTS-AT-VALUE> 0
<RECEIVABLES> 1,002,498
<ASSETS-OTHER> 1,070,453
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 1,010,948,258
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,578,543
<TOTAL-LIABILITIES> 1,578,543
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,009,383,915
<SHARES-COMMON-STOCK> 1,009,383,915
<SHARES-COMMON-PRIOR> 880,212,366
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (14,200)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 1,009,369,715
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 52,952,970
<OTHER-INCOME> 0
<EXPENSES-NET> 7,124,308
<NET-INVESTMENT-INCOME> 45,828,662
<REALIZED-GAINS-CURRENT> (864)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 45,827,798
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (45,828,662)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,174,590,024
<NUMBER-OF-SHARES-REDEEMED> (3,886,262,837)
<SHARES-REINVESTED> 43,866,080
<NET-CHANGE-IN-ASSETS> 332,192,403
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (14,200)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3,359,005
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,244,409
<AVERAGE-NET-ASSETS> 890,538,466
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .052
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> (.052)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>