METRETEK TECHNOLOGIES INC, S-8, EX-4.8, 2000-08-01

METRETEK TECHNOLOGIES INC
S-8, EX-4.8, 2000-08-01
BUSINESS SERVICES, NEC

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<PAGE> 1
Page 1

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

--------------------------------------------------------------------------------
SECTION 1. EMPLOYER INFORMATION
--------------------------------------------------------------------------------

Name of Employer METRETEK TECHNOLOGIES, INC.
---------------------------------------------------------------

Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------

City DENVER State CO Zip 80202
---------------------------------- -------------- -----------

Telephone 303-592-5555 Employer's Federal Tax Identification Number 84-1169358
-------------- ----------

Type of Business (Check only one) [ ] Sole Proprietorship [ ] Partnership
[X] C Corporation [ ] S Corporation

[ ] Other (Specify)
-------------------------------------------------------------

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

Business Code 1380
-------------------------

Name of Plan METRETEK-SOUTHERN FLOW SAVINGS AND INVESTMENT PLAN
-------------------------------------------------------------------

Name of Trust (if different from Plan name)
------------------------------------

Plan Sequence Number 003 (Enter 001 if this is the first qualified plan the
------ Employer has ever maintained, enter 002 if it is the
second, etc.)

Trust Identification Number (if applicable) ______________________
Account Number (Optional) 555250
-----------

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SECTION 2. EFFECTIVE DATES
Complete Parts A and B
--------------------------------------------------------------------------------

PART A. GENERAL EFFECTIVE DATES (Check and Complete Option 1 or 2):

OPTION 1: [ ] This is the initial adoption of a profit sharing plan
by the Employer.
The Effective Date of this Plan is___________________.
NOTE: The effective date is usually the first day of
the Plan Year in which this Adoption Agreement is
signed.
OPTION 2: [X] This is an amendment and restatement of an existing
profit sharing plan (a Prior Plan). The Prior Plan
was initially effective on 05-01-1993. The Effective
Date of this amendment and restatement is 06-01-2000.
----------
NOTE: The effective date is usually the first day of
the Plan Year in which this Adoption Agreement is
signed.
----------

PART B. SPECIFIC EFFECTIVE DATES:

The provisions of the Plan will generally be effective as of the
Effective Date specified in Section 2, Part A. However, the following
provisions will be effective on the dates indicated below. (Specify
effective date only if later than the general Effective Date described
in Section 2, Part A):

<TABLE>

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

*NOTE: Elective Deferrals may commence no earlier than the date this Adoption Agreement is signed because
Elective Deferrals cannot be made retroactively.
</TABLE>
--------------------------------------------------------------------------------
SECTION 3. RELEVANT TIME PERIODS
Complete Parts A through D
--------------------------------------------------------------------------------

PART A. EMPLOYER'S FISCAL YEAR:

The Employer's fiscal year ends (Specify month and date)
12-31

PART B. PLAN YEAR MEANS:

OPTION 1: [ ] The 12-consecutive month period which coincides with
the Employer's fiscal year.

OPTION 2: [X] The calendar year

OPTION 3: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.
If the initial Plan Year is less than 12 months (a short Plan Year)
specify such Plan Year's beginning and ending dates

PART C. LIMITATION YEAR MEANS:

OPTION 1: [ ] The Plan Year.

OPTION 2: [X] The calendar year

OPTION 3: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D. MEASURING PERIOD FOR VESTING:

Years of Vesting Service shall be measured over the following
12-consecutive month period:

OPTION 1: [X] The Plan Year.

OPTION 2: [ ] The 12-consecutive month period commencing with the
Employee's Employment Commencement Date and each
successive 12-month period commencing on the
anniversaries of the Employee's Employment Commencement
Date.

OPTION 3: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
<PAGE> 2

Page 3

PART B. AGE REQUIREMENT:

1. ELECTIVE DEFERRALS.

An Employee will be eligible to become a Contributing Participant
(and thus be eligible to make Elective Deferrals) after attaining
age 18 (no more than 21).
------

2. MATCHING CONTRIBUTIONS.

If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, a Contributing Participant
will be eligible to receive Matching Contributions (or Qualified
Matching Contributions, if applicable) after attaining age 18 (no
more than 21).

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

An Employee will be eligible to become a Participant in the Plan
for purposes of receiving an allocation of any Employer Profit
Sharing Contribution made pursuant to Section 11 of the Adoption
Agreement after attaining age 18 (no more than 21).
-------

NOTE: If any of the above items in this Section 4, Part B is left
blank, it will be deemed there is no age requirement for such item. If
a single Entry Date is selected in Section 4, Part G for an item, no
age requirement can exceed 20.5 for such item.

PART C. EMPLOYEES EMPLOYED AS OF EFFECTIVE DATE:

1. ELECTIVE DEFERRALS.

Will all Employees employed as of the date that Elective Deferrals
may commence as specified in Section 2, Part B who have not
otherwise met the Years of Eligibility Service and age
requirements specified above for Elective Deferrals be considered
to have met those requirements as of the Elective Deferral
commencement date?

Yes No

[ ] [X]

2. MATCHING CONTRIBUTIONS.

If Matching Contributions (or Qualified Matching Contributions, if
applicable) will be made to the Plan, will all Employees employed
as of the date that Elective Deferrals may commence as specified
in Section 2, Part B who have not otherwise met the Years of
Eligibility Service and age requirements specified above for
Matching Contributions be considered to have met those
requirements as of the Elective Deferral commencement date?

Yes No

[ ] [X]

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

Will all Employees employed as of the Effective Date of this Plan
who have not otherwise met the Years of Eligibility Service and
age requirements specified above for Employer Profit Sharing
Contributions be considered to have met those requirements as of
the Effective Date?

Yes No

[ ] [X]

NOTE: If a box is not checked for any item in this Section 4, Part C,
"No" will be deemed to be selected for that item.

<PAGE> 3

Page 4

PART D. EXCLUSION OF CERTAIN CLASSES OF EMPLOYEES

1. ELECTIVE DEFERRALS.

All Employees will be eligible to become Contributing Participants
(and thus eligible to make Elective Deferrals except):

a. [X] Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
Employee representatives, if retirement benefits were the
subject of good faith bargaining and if two percent or less of
the Employees who are covered pursuant to that agreement are
professionals as defined in Section 1.410(b)-9 of the
regulations. For this purpose, the term "employee
representatives" does not include any organization more than
half of whose members are Employees who are owners, officers,
or executives of the Employer.

b. [X] Those Employees who are non-resident aliens (within the
meaning of Section 7701(b) (1)(B) of the Code) and who
received no earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer which constitutes
income from sources within the United States (within the
meaning of Section 861(a)(3) of the Code).

c. [ ] Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.

d. Other (Define)

[X] LEASED EMPLOYEES AND THOSE EMPLOYEES WHO FAIL TO COMPLETE
--------------------------------------------------------------
THE 1,000 HOURS ELIGIBILITY SERVICE REQUIREMENT
--------------------------------------------------------------

2. MATCHING CONTRIBUTIONS.

All Contributing Participants will be eligible to receive Matching
Contributions (or Qualified Matching Contributions) if applicable,
except:

a. [X] Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
Employee representatives, if retirement benefits were the
subject of good faith bargaining and if two percent or less of
the Employees who are covered pursuant to the agreement are
professionals as defined in Section 1.410(b)-9 of the
regulations. For this purpose, the term "employee
representatives" does not include any organization more than
half of whose members are Employees who are owners, officers,
or executives of the Employer.

c. [ ] Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement. d. Other (Define)

d. Other (Define)

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

All Employees will be eligible to become a Participant in the Plan
for purposes of receiving an allocation of any Employer Profit
Sharing Contribution made pursuant to Section 11 of the Adoption
Agreement except:

a. [X] Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
Employee representatives, if retirement benefits were the
subject of good faith bargaining and if two percent or less of
the Employees who are covered pursuant to the agreement are
professionals as defined in Section 1.410(b)-9 of the
regulations. For this purpose, the term "employee
representatives" does not include any organization more than
half of whose members are Employees who are owners, officers,
or executives of the Employer.

c. [ ] Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.

d. Other (Define)

<PAGE> 4

Page 5

PART E. ELECTION NOT TO PARTICIPATE:

May an Employee or a Participant elect not to participate in this Plan
pursuant to Section 2.08 of the Plan?

OPTION 1: [X] Yes.

OPTION 2: [ ] No.

NOTE: If no option is selected, Option 2 will be deemed to be selected.

PART F. HOURS REQUIRED FOR ELIGIBILITY PURPOSES:

1. 1000 Hours of Service (no more than 1,000) shall be required to
----
constitute a Year of Eligibility Service.

2. 500 Hours of Service (no more than 500 but less than the number
---
specified in Section 4, Part F, Item 1, above) must be exceeded
to avoid a Break in Eligibility Service.

3. For purposes of determining Years of Eligibility Service,
Employees shall be given credit for Hours of Service with the
following predecessor employer(s) (Complete if applicable)

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

PART G. ENTRY DATES:

1. ELECTIVE DEFERRALS.

The Entry Dates for purposes of making Elective Deferrals shall be
(Choose one):

OPTION 1: [ ] The first day of the Plan Year and the first day
of the seventh month of the Plan Year.

OPTION 2: [ ] The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the
Plan Year.

OPTION 3: [ ] The first day of the Plan Year.

OPTION 4: [X] Other (Specify)

THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
---------------------------------------------------
OF EACH MONTH OF THE PLAN YEAR.
---------------------------------------------------

2. MATCHING CONTRIBUTIONS.

If Matching Contributions (or Qualified Matching Contributions)
will be made to the Plan, the Entry Dates for purposes of Matching
Contributions (or Qualified Matching Contributions, if applicable)
shall be (Choose one):

OPTION 1: [ ] The first day of the Plan Year and the first day
of the seventh month of the Plan Year.

OPTION 2: [ ] The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the
Plan Year.

OPTION 3: [ ] The first day of the Plan Year.

OPTION 4: [X] Other (Specify)

THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
---------------------------------------------------
OF EACH MONTH OF THE PLAN YEAR.
---------------------------------------------------

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

The Entry Dates for purposes of Employer Profit Sharing
Contributions shall be (Choose one):

OPTION 1: [ ] The first day of the Plan Year and the first day
of the seventh month of the Plan Year.

OPTION 2: [ ] The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the
Plan Year.

OPTION 3: [ ] The first day of the Plan Year.

OPTION 4: [X] Other (Specify)

THE FIRST DAY OF THE PLAN YEAR AND THE FIRST DAY
---------------------------------------------------
OF EACH MONTH OF THE PLAN YEAR.
---------------------------------------------------

NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item. Option 3 or Option 4 can be selected for an
item only if the eligibility requirements and Entry Dates are
coordinated such that each Employee will become a Participant in the
Plan no later than the earlier of: (1) the first day of the Plan Year
beginning after the date the Employee satisfies the age and service
requirements of Section 410(a) of the Code; or (2) 6 months after the
date the Employee satisfies such requirements.

<PAGE> 5

Page 6

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

PART A. HOURS OF SERVICE EQUIVALENCIES:

Service will be determined on the basis of the method selected below.
Only one method may be selected. The method selected will be applied to
all Employees covered under the Plan. (Choose one):

OPTION 1: [X] On the basis of actual hours for which an Employee is
paid or entitled to payment.

OPTION 2: [ ] On the basis of days worked. An Employee will be
credited with 10 Hours of Service if under Section
1.24 of the Plan such Employee would be credited with
at least 1 Hour of Service during the day.

OPTION 3: [ ] On the basis of weeks worked. An Employee will be
credited with 45 Hours of Service if under Section
1.24 of the Plan such Employee would be credited with
a least 1 Hour of Service during the week.

OPTION 4: [ ] On the basis of months worked. An Employee will be
credited with 190 Hours of Service if under Section
1.24 of the Plan such Employee would be credited with
at least 1 Hour of Service during the month.

NOTE: If no option is selected, Option 1 will be deemed to be selected.
This Section 5, Part A will not apply if the Elapsed Time Method of
Section 5, Part B is selected.

PART B. ELAPSED TIME METHOD:

In lieu of tracking Hours of Service of Employees, will the elapsed
time method described in Section 2.07 of the Plan be used? (Choose one)

OPTION 1: [ ] No.

OPTION 2: [ ] Yes.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 6. ELECTIVE DEFERRALS
--------------------------------------------------------------------------------

PART A. AUTHORIZATION OF ELECTIVE DEFERRALS:

Will Elective Deferrals be permitted under this Plan? (Choose one)

OPTION 1: [X] Yes.

OPTION 2: [ ] No.

NOTE: If no option is selected, Option 1 will be deemed to be selected.
Complete the remainder of Section 6 only if Option 1 is selected.

PART B. LIMITS ON ELECTIVE DEFERRALS:

If Elective Deferrals are permitted under the Plan, a Contributing
Participant may elect under a salary reduction agreement to have his or
her Compensation reduced by an amount as described below (Choose one):

OPTION 1: [X] An amount equal to a percentage of the Contributing
Participant's Compensation from 1% to 15% in increments
-- ---
of 1%.
--

OPTION 2: [ ] An amount of the Contributing Participant's
Compensation not less than __________ and not more
than ______________.

The amount of such reduction shall be contributed to the Plan by the
Employer on behalf of the Contributing Participant. For any taxable
year, a Contributing Participant's Elective Deferrals shall not exceed
the limit contained in Section 402(g) of the Code in effect at the
beginning of such taxable year.

PART C. ELECTIVE DEFERRALS BASED ON BONUSES:

Instead of or in addition to making Elective Deferrals through payroll
deduction, may a Contributing Participant elect to contribute to the
Plan, as an Elective Deferral, part or all of a bonus rather than
receive such bonus in cash? (Choose one)

OPTION 1: [X] Yes.

OPTION 2: [ ] No.

NOTE: If no option is selected, Option 2 will be deemed to be selected.

<PAGE> 6

Page 8

PART D. CEASING ELECTIVE DEFERRALS:

A Contributing Participant may prospectively revoke a salary reduction
agreement to cease Elective Deferrals (Choose one):

OPTION 1: [ ] As of the first day of any payroll period.

OPTION 2: [ ] As of the first day of any month.

OPTION 3: [ ] As of the first day of any quarter.

OPTION 4: [ ] As of any Entry Date.

OPTION 5: [X] As of such times established by the Plan Administrator
in a uniform and nondiscriminatory manner.

OPTION 6: [ ] Other (Specify. Must be at least once per year.)

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

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART E. RETURN AS A CONTRIBUTING PARTICIPANT AFTER CEASING ELECTIVE DEFERRALS:

A Participant who ceases Elective Deferrals by revoking a salary
reduction agreement may return as a Contributing Participant (Choose
one):

OPTION 1: [ ] No sooner than as of the first day of the Plan Year.

OPTION 2: [ ] As of any subsequent Entry Date.

OPTION 3: [ ] As of the first day of any subsequent quarter.

OPTION 4: [X] As of such times established by the Plan Administrator
in a uniform and nondiscriminatory manner.

OPTION 5: [ ] Other (Specify. Must be at least once per year.)

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

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART F. CHANGING ELECTIVE DEFERRAL AMOUNTS:

A contributing Participant may modify a salary reduction agreement to
prospectively increase or decrease the amount of his or her Elective
Deferrals (Choose one):

OPTION 1: [ ] As of the first day of any payroll period.

OPTION 2: [ ] As of the first day of any month.

OPTION 3: [ ] As of the first day of any quarter.

OPTION 4: [ ] As of any Entry Date.

OPTION 5: [ ] As of such times established by the Plan Administrator
in a uniform and nondiscriminatory manner.

OPTION 6: [X] Other (Specify)

JANUARY 1ST AND JULY 1ST
-------------------------------------------------------

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART G. CLAIMING EXCESS ELECTIVE DEFERRALS:

Participants who claim Excess Elective Deferrals for the preceding
calendar year must submit their claims in writing to the Plan
Administrator by (Choose one):

OPTION 1: [X] March 1.

OPTION 2: [ ] Other (Specify a date not later than
April 15) ____________________

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART H. ONE-TIME IRREVOCABLE ELECTIONS:

May an Employee make a one-time irrevocable election, as described in
Section 11.205 of the Plan, upon first becoming eligible to participate
in the Plan to have the Employer make contributions to the Plan on such
Employee's behalf? (Choose one):

OPTION 1: [ ] Yes.

OPTION 2: [X] No.

NOTE: If no option is selected, Option 2 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 7. MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------

<PAGE> 7

Page 9

PART A. AUTHORIZATION OF MATCHING CONTRIBUTIONS:

Will the Employer make Matching Contributions to the Plan on behalf of
Qualifying Contributing Participants? (Choose one)

OPTION 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.

OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.

OPTION 3: [ ] Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.

OPTION 4: [ ] No.

NOTE: If no option is selected, Option 4 will be deemed to be selected.
Complete the remainder of Section 7 only if Option 1, 2 or 3 is
selected.

PART B. MATCHING CONTRIBUTION FORMULA?

If the Employer will make Matching Contributions, then the amount of
such Matching Contributions made on behalf of a Qualifying Contributing
Participant each Plan Year shall be (Choose one):

OPTION 1: [ ] An amount equal to _________ % of such Contributing
Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if applicable).

OPTION 2: [ ] An amount equal to the sum of _________ % of the
portion of such Contributing Participant's Elective
Deferral (and/or Nondeductible Employee Contribution,
if applicable) which does not exceed _________ % of
the Contributing Participant's Compensation plus
_________ % of the portion of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which exceeds
_________ % of the Contributing Participant's
Compensation.

OPTION 3: [X] Such amount, if any, equal to that percentage of each
Contributing Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if applicable)
which the Employer, in its sole discretion,
determines from year to year.

OPTION 4: [ ] Other Formula. (Specify)

NOTE: If Option 4 is selected, the formula specified can only allow
Matching Contributions to be made with respect to a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable).

PART C. LIMIT ON MATCHING CONTRIBUTIONS:

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

PART D. QUALIFYING CONTRIBUTING PARTICIPANTS:

A Contributing Participant who satisfies the eligibility requirements
described in Section 4 will be a Qualifying Contributing Participant
and thus entitled to share in Matching Contributions for any Plan Year
only if the Participant is a Contributing Participant and satisfies the
following additional conditions (Check one or more Options):

OPTION 1: [X] No Additional Conditions.

OPTION 2: [ ] Hours of Service Requirement. The Contributing
Participant Completes at least ________ Hours of
Service during the Plan Year. However, this condition
wil be waived for the following reasons (Check at
least one):

[ ] The Contributing Participant's Death.

[ ] The Contributing Participant's Termination of
Employment after having incurred a Disability.

[ ] The Contributing Participant's Termination of
Employment after having reached Normal Retirement Age.

[ ] This condition will not be waived.

OPTION 3: [ ] Last Day Requirement: The Participant is an Employee of
the Employer on the last day of the Plan Year.
However, this condition will be waived for the
following reasons (Check at least one):

[ ] The Contributing Participant's Death.

[ ] The Contributing Participant's Termination of
Employment after having incurred a Disability.

[ ] The Contributing Participant's Termination of
Employment after having reached Normal Retirement Age.

[ ] This condition will not be waived.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
--------------------------------------------------------------------------------

PART A. AUTHORIZATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

<PAGE> 8
SECTION 4. ELIGIBILITY REQUIREMENTS
Complete Parts A through G
--------------------------------------------------------------------------------

PART A. YEARS OF ELIGIBILITY SERVICE REQUIREMENT:

1. ELECTIVE DEFERRALS.

An Employee will be eligible to become a Contributing Participant
in the Plan (and thus be eligible to make Elective Deferrals) after
completing 0 (enter 0, 1 or any fraction less than 1) Years of
----
Eligibility Service.

2. MATCHING CONTRIBUTIONS.

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

NOTE: If more than 1 year is selected for Item 2 or Item 3, the
immediate 100% vesting schedule of Section 13 will automatically apply
for contributions described in such item. If any item is left blank,
the Years of Eligibility Service required for such item will be deemed
to be 0. If a fraction is selected, an Employee will not be required to
complete any specified number of Hours of Service to receive credit for
a fractional year. If a single Entry Date is selected in Section 4,
Part G for an item, the Years of Eligibility Service required for such
item cannot exceed 1.5 (.5 for Elective Deferrals).

<PAGE> 9

Will the Employer make Qualified Nonelective Contributions to the Plan?
(Choose one)

OPTION 1: [X] Yes.

OPTION 2: [ ] No.

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

NOTE: If no option is selected, Option 1 will be deemed to be selected.
Complete the remainder of Section 8 only if Option 1 is selected.

PART B. PARTICIPANTS ENTITLED TO QUALIFIED NONELECTIVE CONTRIBUTIONS:

Allocation of Qualified Nonelective Contributions shall be made to the
Individual Accounts of (Choose one):

OPTION 1: [X] Only Participants who are not Highly Compensated
Employees.

OPTION 2: [ ] All Participants.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C. ALLOCATION OF QUALIFIED NONELECTIVE CONTRIBUTIONS:

Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (Choose one):

OPTION 1: [X] In the ratio which each Participant's Compensation for
the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

OPTION 2: [ ] In the ratio which each Participant's Compensation not
in excess of __________ for the Plan Year bears to
the total Compensation of all Participants not in
excess of __________ for such Plan Year.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
--------------------------------------------------------------------------------

PART A. AUTHORIZATION OF QUALIFIED MATCHING CONTRIBUTIONS:

Will the Employer make Qualified Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants? (Choose one)

OPTION 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.

OPTION 2: [ ] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.

OPTION 3: [ ] Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.

OPTION 4: [ ] No.

NOTE: If no option is selected, Option 3 will be deemed to be selected.
Complete the remainder of Section 9 only if Option 1, 2 or 3 is
selected.

PART B. QUALIFIED MATCHING CONTRIBUTION FORMULA:

If the Employer will make Qualified Matching Contributions, then the
amount of such Qualified Matching Contributions made on behalf of a
Qualifying Contributing Participant each Plan Year shall be (Choose
one):

OPTION 1: [ ] An amount equal to _________ % of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable).

OPTION 3: [X] Such amount, if any, as determined by the Employer in
its sole discretion, equal to that percentage of the
Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable) of each Contributing
Participant entitled thereto which would be
sufficient to cause the Plan to satisfy the Actual
Contribution Percentage tests (described in Section
11.402 of the Plan) for the Plan Year.

OPTION 4: [ ] Other Formula. (Specify)

NOTE: If no option is selected, Option 3 will be deemed to be selected.

<PAGE> 10

Page 10

PART C. PARTICIPANTS ENTITLED TO QUALIFIED MATCHING CONTRIBUTIONS:

Qualified Matching Contributions, if made to the Plan, will be made on
behalf of? (Choose one)

OPTION 1: [X] Only Contributing Participants who make Elective
Deferrals who are not Highly Compensated Employees.

OPTION 2: [ ] All Contributing Participants who make Elective
Deferrals.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D. LIMIT ON QUALIFIED MATCHING CONTRIBUTIONS:

Notwithstanding the Qualified Matching Contribution formula specified
above, the Employer will not match a Contributing Participant's
Elective Deferrals (and/or Nondeductible Employee Contribution, if
applicable) in excess of __________________ or ______________ % of such
Contributing Participant's Compensation.

--------------------------------------------------------------------------------
SECTION 10. ADP AND ACP TESTING OPTION
--------------------------------------------------------------------------------

PART A. ACP TEST AND ELECTIVE DEFERRALS:

Will Elective Deferrals under this Plan (and any other plan of the
Employer, as provided by regulations) be taken into account, and
included as Contribution Percentage Amounts for purposes of performing
the Average Contribution Percentage (ACP) test? (Choose one):

OPTION 1: [X] No.

OPTION 2: [ ] Yes, in the following amounts (Choose one):

SUBOPTION (a): [ ] Only such Elective Deferrals that
are needed to meet the Average
Contribution Percentage test.

SUBOPTION (b): [ ] All Elective Deferrals.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. ACP TEST AND QUALIFIED NONELECTIVE CONTRIBUTIONS:

Will Qualified Nonelective Contributions under this Plan (and any other
plan of the Employer, as provided by regulations) be taken into
account, and included as Contribution Percentage Amounts for purposes
of performing the Average Contribution Percentage (ACP) test? (Choose
one):

OPTION 1: [X] No.

OPTION 2: [ ] Yes, in the following amounts (Choose one):

SUBOPTION (a): [ ] Only such Qualified Nonelective
Contributions that are needed to
meet the Average Contribution
Percentage test.

SUBOPTION (b): [ ] All Qualified Nonelective
Contributions.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C. ADP TEST AND QUALIFIED MATCHING CONTRIBUTIONS:

Will Qualified Matching Contributions under this Plan (or any other
plan of the Employer, as provided by regulations) be taken into account
as Elective Deferrals for purposes of calculating Actual Deferral
Percentages when performing the Actual Deferral Percentage (ADP) test?
(Choose one)

OPTION 1: [X] No.

OPTION 2: [ ] Yes, in the following amounts (Choose one):

SUBOPTION (a): [ ] Only such Qualified Matching
Contributions that are needed to
meet the ADP test.

SUBOPTION (b): [ ] All such Qualified Nonelective
Contributions.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D. CORRECTION OF AGGREGATE LIMIT:

If the Aggregate Limit described in Section 11.102 of the Plan is
exceeded, the following adjustments will be made in accordance with
Section 11.402(B)(1) of the Plan (Choose one):

OPTION 1: [X] The ACP of Highly Compensated Employees will be
reduced.

OPTION 2: [ ] The ADP of Highly Compensated Employees will be
reduced.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 11. EMPLOYER PROFIT SHARING CONTRIBUTIONS
--------------------------------------------------------------------------------

<PAGE> 11

Page 11

--------------------------------------------------------------------------------
COMPLETE PARTS A, B AND C
--------------------------------------------------------------------------------

PART A. CONTRIBUTION FORMULA (Choose one):

OPTION 1: [X] Discretionary Formula. For each Plan Year the Employer
will contribute an amount to be determined from year
to year.

OPTION 2: [ ] Fixed Formula. _________% of the Compensation of all
Qualifying Participants under the Plan for the Plan
Year.

OPTION 3: [ ] Fixed Percent of Profit Formula. _________% of the
Employer's profits that are in excess of ____________.

OPTION 4: [ ] Frozen Plan. This Plan is frozen effective
____________ and the Employer will not make
additional contributions to the Plan after such date.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. ALLOCATION FORMULA (Choose one):

OPTION 1: [X] Pro Rata Formula. Employer Profit Sharing
Contributions shall be allocated to the Individual
Accounts of Qualifying Participants in the ratio that
each Qualifying Participant's Compensation for the
Plan Year bears to the total Compensation of all
Qualifying Participants for the Plan Year.

OPTION 2: [ ] Flat Dollar Formula. Employer Profit Sharing
Contributions allocated to the Indiviual Accounts of
Qualifying Participants for each Plan Year shall be
the same dollar amount for each Qualifying
Participant.

OPTION 3: [ ] Integrated Formula. Employer Profit Sharing
Contributions shall be allocated as follows (Start
with Step 3 if this Plan is not a Top-Heavy Plan):

Step 1. Employer Profit Sharing Contributinos shall
first be allocated pro rata to Qualifying
Participants in the manner described in
Section 11, Part B, Option 1. The percent so
allocated shall not exceed 3% of each
Qualifying Participant's Compensation.

Step 2. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 1
shall be allocated to each Qualifying
Participant's Individual Account in the
ratio that each Qualifying Participant's
Compensation for the Plan Year in excess of
the integration level bears to all
Qualifying Participants' Compensation in
excess of the integration level, but not in
excess of 3%.

Step 3. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 2
shall be allocated to each Qualifying
Participant's Individual Account in the
ratio that the sum of each Qualifying
Participant's total Compensation and
Compensation in excess of the integration
level bears to the sum of all Qualifying
Participants' total Compensation and
Compensation in excess of the integration
level, but not in excess of the profit
sharing maximum disparity rate as described
in Section 3.01(B)(3) of the Plan.

Step 4. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 3
shall be allocated pro rata to Qualifying
Participants in the manner described in
Section 11, Part B, Option 1.

The integration level shall be (Choose one):

SUBOPTION (a): [ ] The Taxable Wage Base.

SUBOPTION (b): [ ] ______________ (a dollar amount
less than the Taxable Wage Base).

SUBOPTION (c): [ ] ___________% (not more than 100%)
of the Taxable Wage Base).

NOTE: If no option is selected, Suboption (a) will be
deemed to be selected.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

<PAGE> 12

Page 12

PART C. QUALIFYING PARTICIPANTS:

A Participant will be a Qualifying Participant and thus entitled to
share in the Employer Profit Sharing Contribution for any Plan Year
only if the Participant is a Participant on at least one day of such
Plan Year and satisfies the following additional conditions (Check one
or more Options):

OPTION 1: [ ] No Additional Conditions.

OPTION 2: [X] Hours of Service Requirement. The Participant
completes at least 1000 Hours of Service during
----
the Plan Year. However, this condition will be waived
for the following reasons (Check at least one):

[ ] The Participant's Death.

[ ] The Participant's Termination of Employment after
having incurred a Disability.

[ ] The Participant's Termination of Employment after
having reached Normal Retirement Age.

[ ] This condition will not be waived.

OPTION 3: [X] Last Day Requirement. The Participant is an Employee of
the Employer on the last day of the Plan Year.
However, this condition will be waived for the
following reasons (Check at least one):

[ ] The Participant's Death.

[ ] The Participant's Termination of Employment after
having incurred a Disability.

[ ] The Participant's Termination of Employment after
having reached Normal Retirement Age.

[ ] This condition will not be waived.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 12. COMPENSATION
COMPLETE PARTS A THROUGH E
--------------------------------------------------------------------------------

PART A. BASIC DEFINITION:

1. ELECTIVE DEFERRALS.

For purposes of Elective Deferrals, Compensation will mean all
of each Participant's (Choose one):

OPTION 1: [X] W-2 wages.

OPTION 2: [ ] Section 3401(a) wages.

OPTION 3: [ ] 415 safe-harbor compensation.

2. MATCHING CONTRIBUTIONS.

For purposes of Matching Contributions, Compensation will mean all
of each Participant's (Choose on e):

OPTION 1: [X] W-2 wages.

OPTION 2: [ ] Section 3401(a) wages.

OPTION 3: [ ] 415 safe-harbor compensation.

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

For purposes of Employer Profit Sharing Contributions, Compensation
will mean all of each Participant's (Choose one):

OPTION 1: [X] W-2 wages.

OPTION 2: [ ] Section 3401(a) wages.

OPTION 3: [ ] 415 safe-harbor compensation.

NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item.

<PAGE> 13

Page 13

PART B. MEASURING PERIOD FOR COMPENSATION:

1. ELECTIVE DEFERRALS.

For purposes of Elective Deferrals, Compensation shall be
determined over the following applicable period (Choose one):

OPTION 1: [X] The Plan Year.

OPTION 2: [ ] The calendar year ending with or within the Plan
Year.

2. MATCHING CONTRIBUTIONS.

For purposes of Matching Contributions, Compensation shall be
determined over the following applicable period (Choose one):

OPTION 1: [X] The Plan Year.

OPTION 2: [ ] The calendar year ending with or within the Plan
Year.

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

For purposes of Employer Profit Sharing Contributions, Compensation
shall be determined over the following applicable period (Choose
one):

OPTION 1: [X] The Plan Year.

OPTION 2: [ ] The calendar year ending with or within the Plan
Year.

NOTE: If no option is selected for an item, Option 1 will be deemed to
be selected for that item.

PART C. INCLUSION OF ELECTIVE DEFERRALS:

1. ELECTIVE DEFERRALS.

For purposes of Elective Deferrals, does Compensation include
Employer Contributions made pursuant to a salary reduction
agreement which are not includible in the gross income of the
Employee under any of the following Sections of the Code?
(Answer "Included" or "Excluded" for each of the following
items.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded

Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded

Section 402(h)(1)(B)(salary
deferral SEP plans) [X] Included [ ] Excluded

Section 403(b) (tax-sheltered
plans) [X] Included [ ] Excluded

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

2. MATCHING CONTRIBUTIONS.

For purposes of Matching Deferrals, does Compensation include
Employer Contributions made pursuant to a salary reduction
agreement which are not includible in the gross income of the
Employee under any of the following Sections of the Code?
(Answer "Included" or "Excluded" for each of the following
items.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded

Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded

Section 402(h)(1)(B)(salary
deferral SEP plans) [X] Included [ ] Excluded

Section 403(b) (tax-sheltered
plans) [X] Included [ ] Excluded

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

For purposes of Employer Profit Sharing Contributions, does
Compensation include Employer Contributions made pursuant to a
salary reduction agreement which are not includible in the
gross income of the Employee under any of the following
Sections of the Code? (Answer "Included" or "Excluded" for
each of the following items.)

Section 125 (cafeteria plans) [X] Included [ ] Excluded

Section 402(e)(3) (401(k) plans) [X] Included [ ] Excluded

Section 402(h)(1)(B)(salary
deferral SEP plans) [X] Included [ ] Excluded

Section 403(b) (tax-sheltered
plans) [X] Included [ ] Excluded

NOTE: If a box is not checked for an item, "Included" will be
deemed to be selected for that item.

<PAGE> 14

Page 14

PART D. PRE-ENTRY DATE COMPENSATION:

1. ADP AND ACP TESTING PURPOSES.

For the Plan Year in which an Employee enters the Plan, the
Employee's Compensation which shall be taken into account for
purposes of Actual Deferral Percentage (ADP) and Actual
Contribution Percentage (ACP) testing shall be (Choose one):

OPTION 1: [X] The Employee's Compensation only from the time the
Employee became a Participant in the Plan.

OPTION 2: [ ] The Employee's Compensation for the whole of such
Plan Year.

NOTE: If no option is selected for an item, Option 1 will be deemed
to be selected.

2. OTHER PURPOSES.

For the Plan Year in which an Employee enters the Plan, the
Employee's Compensation which shall be taken into account for
purposes of the Plan (other than ADP or ACP testing) shall be
(Choose one):

OPTION 1: [X] The Employee's Compensation only from the time the
Employee became a Participant in the Plan.

OPTION 2: [ ] The Employee's Compensation for the whole of such
Plan Year.

NOTE: If no option is selected for an item, Option 1 will be deemed
to be selected.

PART E. EXCLUSIONS FROM COMPENSATION:

1. ELECTIVE DEFERRALS.

For purposes of Elective Deferrals, Compensation shall not include
the following (Check any that apply):

[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)
------------------------------

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

NOTE: No exclusions from Compensation are permitted if the
integrated allocation formula in Section 11, Part B is selected.

2. MATCHING CONTRIBUTIONS.

For purposes of Matching Contributions, Compensation shall not
include the following (Check any that apply):

[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)
------------------------------

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

NOTE: No exclusions from Compensation are permitted if the
integrated allocation formula in Section 11, Part B is selected.

3. EMPLOYER PROFIT SHARING CONTRIBUTIONS.

For purposes of Employer Profit Sharing Contributions, Compensation shall
not include the following (Check any that apply):

[ ] Bonuses [ ] Commissions
[ ] Overtime [ ] Other (Specify)
------------------------------

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

NOTE: No exclusions from Compensation are permitted if the
integrated allocation formula in Section 11, Part B is selected.

--------------------------------------------------------------------------------
SECTION 13. VESTING AND FORFEITURES
COMPLETE PARTS A THROUGH H
--------------------------------------------------------------------------------

<PAGE> 15

Page 15

PART A. VESTING SCHEDULE FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS. A
Participant shall become Vested in his or her Individual Account
derived from Profit Sharing Contributions made pursuant to Section 11
of the Adoption Agreement as follows (Choose one):

YEARS OF VESTED PERCENTAGE
VESTING SERVICE Option 1 [ ] Option 2 [ ] Option 3 [ ] Option 4 [ ] Option 5 [X] (Complete if Chosen)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1 0% 0% 100% 0% 20%
------

2 0% 20% 100% 0% 40%
------

3 0% 40% 100% 20% 60% (not less than 20%)
------
----------------------------------------------------------------------------------------------------------------------------
4 0% 60% 100% 40% 80% (not less than 40%)

5 100% 80% 100% 60% 100% (not less than 60%)

6 100% 100% 100% 80% 100% (not less than 80%)

7 100% 100% 100% 100% 100% (not less than 100%)

</TABLE>

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART B. VESTING SCHEDULE FOR MATCHING CONTRIBUTIONS. A Participant shall
become Vested in his or her Individual Account derived from
Matching Contributions made pursuant to Section 7 of the Adoption
Agreement as follows (Choose one):

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

2 0% 20% 100% 0% 40%
------

5 100% 80% 100% 60% 100% (not less than 60%)

6 100% 100% 100% 80% 100% (not less than 80%)

7 100% 100% 100% 100% 100% (not less than 100%)

</TABLE>

NOTE: If no option is selected, Option 3 will be deemed to be selected.

PART C. HOURS REQUIRED FOR VESTING PURPOSES:

1. ________ Hours of Service (no more than 1,000) shall be required
to constitute a Year of Vesting Service.

2. _________ Hours of Service (no more than 500 but less than the
number specified in Section 13, Part C, Item 1, above) must be
exceeded to avoid a Break in Vesting Service.

3. For purposes of determining Years of Vesting Service, Employees
shall be given credit for Hours of Service with the following
predecessor employer(s) (Complete if applicable)

PART D. EXCLUSION OF CERTAIN YEARS OF VESTING SERVICE:

All of an Employee's Years of Vesting Service with the Employer are
counted to determine the vesting percentage in the Participant's
Individual Account except (Check any that apply):

[ ] Years of Vesting Service before the Employee reaches age 18.

[ ] Years of Vesting Service before the Employer maintained this Plan
or a predecessor plan.
<PAGE> 16

Page 16

PART E. FULLY VESTED UNDER CERTAIN CIRCUMSTANCES:

Will a Participant be fully Vested under the following
circumstances? (Answer "Yes" or "No" to each of the following items
by checking the appropriate box)

1. The Participant dies. [X] Yes [ ] No

2. The Participant incurs a Disability. [X] Yes [ ] No

3. The Participant satisfies the
conditions for Early Retirement Age
(if applicable) [X} Yes [ ] No

NOTE: If a box is not checked for an item, "Yes" will be deemed to
be selected for that item.

PART F. ALLOCATION OF FORFEITURES OF EMPLOYER PROFIT SHARING CONTRIBUTIONS:

Forfeitures of Employer Profit Sharing Contributions shall be
(Choose one):

OPTION 1: [ ] Allocated to the Individual Accounts of the
Participants specified below in the manner as
described in Section 11, Part B (for Employer Profit
Sharing Contributions).

The Participants entitled to receive allocations of
such Forfeitures shall be (Choose one):

SUBOPTION (a): [ ] Only Qualifying Participants.

SUBOPTION (b): [ ] All Participants.

OPTION 2: [ ] Applied to reduce Employer Profit Sharing Contributions
(Choose one):

SUBOPTION (a): [ ] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

OPTION 3: [X] Applied first to the payment of the Plan's
administrative expenses and any excess applied to
reduce Employer Profit Sharing Contributions
(Choose one):

SUBOPTION (a): [X] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.

PART G. ALLOCATION OF FORFEITURES OF MATCHING CONTRIBUTIONS:

Forfeitures of Matching Contributions shall be (Choose one):

OPTION 1: [ ] Allocated, after all other Forfeitures under the Plan,
to each Participant's Individual Account in the ratio
which each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participant's
for such Plan Year. The Participants entitled to
receive allocations of such Forfeitures shall be
(Choose one):

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

SUBOPTION (b): [ ] Only Qualifying Participants.

SUBOPTION (c): [ ] All Participants.

OPTION 2: [ ] Applied to reduce Matching Contributions (Choose one):

SUBOPTION (a): [ ] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

OPTION 3: [X] Applied first to the payment of the Plan's
administrative expenses and any excess applied to
reduce Matching Contributions (Choose one):

SUBOPTION (a): [X] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.

<PAGE> 17

Page 17

PART H. ALLOCATION OF FORFEITURES OF EXCESS AGGREGATE CONTRIBUTIONS:

Forfeitures of Excess Aggregate Contributions shall be (Choose one):

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

OPTION 2: [ ] Applied to reduce Matching Contributions (Choose one):

SUBOPTION (a): [ ] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

OPTION 3: [X] Applied first to the payment of the Plan's
administrative expenses and any excess applied to
reduce Matching Contributions (Choose one):

SUBOPTION (a): [X] For the Plan Year for which the
Forfeiture arises.

SUBOPTION (b): [ ] For any Plan Year subsequent to
the Plan Year for which the
Forfeiture arises.

NOTE: If no option is selected, Option 2 and Suboption (a) will be
deemed to be selected.

--------------------------------------------------------------------------------
SECTION 14. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
--------------------------------------------------------------------------------

PART A. THE NORMAL RETIREMENT AGE UNDER THE PLAN SHALL BE (Check and complete
one option):

OPTION 1: [X] Age 65.

OPTION 2: [ ] Age _________ (not to exceed 65).

OPTION 3: [ ] The later of age _________ (not to exceed 65) or the
________ (not to exceed 5th) anniversary of the first
day of the first Plan Year in which the Participant
commenced participation in the Plan.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. EARLY RETIREMENT AGE (CHOOSE ONE OPTION):

OPTION 1: [ ] An Early Retirement Age is not applicable under the
Plan.

OPTION 2: [ ] Age _________ (not less than 55 nor more than 65).

OPTION 3: [X] A Participant satisfies the Plan's Early Retirement Age
conditions by attaining age 55 (not less than 55) and
completing 10 Years of Vesting Service.
----

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 15. DISTRIBUTIONS
COMPLETE PARTS A AND B
--------------------------------------------------------------------------------

PART A. DISTRIBUTABLE EVENTS. ANSWER EACH OF THE FOLLOWING ITEMS.

1. Termination of Employment Before Normal Retirement Age. May a
Participant who has not reached Normal Retirement Age request a
distribution from the Plan of that portion of the Participant's
Individual Account attributable to the following types of
contributions upon Termination of Employment?

Elective Deferrals [X] Yes [ ] No

Matching Contributions (if made) [X] Yes [ ] No

Employer Profit Sharing Contributions [X] Yes [ ] No

2. Disability. May a Participant who has incurred a Disability request
a distribution from the Plan of that portion of the Participant's
Individual Account attributable to the following types of
contributions?

Elective Deferrals [X] Yes [ ] No

Matching Contributions (if made) [X] Yes [ ] No

Employer Profit Sharing Contributions [X] Yes [ ] No

<PAGE> 18

Page 18

3. Attainment of Normal Retirement Age. May a Participant
who has attained Normal Retirement Age but has not
incurred a Termination of Employment request a
distribution from the Plan of that portion of the
Participant's Individual Account attributable to the
following types of contributions?

Elective Deferrals [ ] Yes [X] No

Matching Contributions (if made) [ ] Yes [X] No

Employer Profit Sharing Contributions [ ] Yes [X] No

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

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

6. In-Service Withdrawals. Will Participants
be permitted to request a distribution of
that portion of the Participant's Individual
Account attributable to the following types
of contributions during service pursuant to
Section 6.01(A)(3) of the Plan?

Matching Contributions (if made) [X] Yes [ ] No

Employer Profit Sharing Contributions [X] Yes [ ] No

7. One-Time In-Service Withdrawal Option. Will
the one-time in-service withdrawal provisions
described in Section 6.01(A)(5) of the Plan
apply to the following types of contributions?

Matching Contributions (if made) [ ] Yes [X] No

Employer Profit Sharing Contributions [ ] Yes [X] No

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

8. Hardship Withdrawals. Will Participants be permitted
to make hardship withdrawals of that portion of the
Participant's Individual Account attributable to the
following types of contributions pursuant to Section
6.01(A)(4) of the Plan?

Matching Contributions (if made) [X] Yes [ ] No

Employer Profit Sharing Contributions [X] Yes [ ] No

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

NOTE: If a box is not checked for an item, "Yes" will be deemed to be
selected for that item. Section 411(d)(6) of the Code prohibits the
elimination of protected benefits. In general, protected benefits
include the forms and timing of payout options. If the Plan is being
adopted to amend and replace a Prior Plan that permitted a distribution
option described above, you must answer "Yes" to that item.

PART B. TIMING OF DISTRIBUTIONS:

1. Termination of Employment. Where a Participant who is entitled
to a distribution under the Plan has a Termination of
Employment (for reasons other than death, Disability or
attainment of Normal Retirement Age), distributions shall
commence (Check one):

OPTION (a): [X] As soon as administratively feasible following
the date the Participant requests a
distribution.

OPTION (b): [ ] As soon as administratively feasible following
the close of the Plan Year within which the
Participant requests a distribution.

OPTION (c): [ ] As soon as administratively feasible following
the close of the Plan Year within which the
Participant requests a distribution or the
Participant incurs ________ (not more than 5)
consecutive one-year Breaks in Vesting Service,
whichever is later.

NOTE: If no option is selected, Option (a) will be deemed to be
selected.

<PAGE> 19
Page 20

2. Death, Disability or Attainment of Normal Retirement Age. Where a
Participant dies, incurs a Disability or attains Normal Retirement Age,
and a distributable event has occurred, distributions shall commence
(Check one):
OPTION (a): [X] As soon as administratively feasible
following the date the Participant (or Beneficiary of a
deceased Participant) requests a distribution.

OPTION (b): [ ] As soon as administratively feasible
following the close of the Plan Year within which the
Participant (or Beneficiary of a deceased
Participant) requests a distribution.

OPTION (c): [ ] As soon as administratively feasible
following the close of the Plan Year within which the
Participant (or Beneficiary of a deceased
Participant) requests a distribution or the
Participant incurs _____ (not more than 5)
consecutive one-year Breaks in Vesting Service,
whichever is later.

NOTE: If no option is selected, Option (a) will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 16. JOINT AND SURVIVOR ANNUITY
--------------------------------------------------------------------------------

PART A. RETIREMENT EQUITY ACT SAFE HARBOR:

Will the safe harbor provisions of Section 6.05(F) of the Plan apply? (Choose
only one Option)

OPTION 1: [X] 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
16, 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 than 100%) of the
amount paid to the Participant prior to his or her death.

--------------------------------------------------------------------------------
SECTION 17. OTHER OPTIONS
Answer"Yes" or "No" to each of the following questions by
checking the appropriate box.
If a box is not checked for a question, the answer will be deemed to be "No."
--------------------------------------------------------------------------------

<TABLE>

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

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

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

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

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

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

--------------------------------------------------------------------------------
SECTION 18. PARTICIPANT DIRECTION OF INVESTMENTS
--------------------------------------------------------------------------------

<PAGE> 20
Page 21

PART A. AUTHORIZATION:

Will Participants be permitted to direct the investment of their Plan assets
pursuant to Section 5.14 of the Plan?
(Choose one)
OPTION 1: [X] Yes.
OPTION 2: [ ] No.
NOTE: If no option is selected, Option 2 will be deemed to be selected.
Complete the remainder of Section 18 only if Option 1 is selected.

PART B. INVESTMENT OPTIONS:

Participants can direct the investment of their Plan assets among the
following investments (Choose one):

OPTION 1: [X] Only those investment options designated by the Plan
Administrator or other fiduciary.
OPTION 2: [ ] Any allowable investment.
NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C. ACCOUNTS SUBJECT TO PARTICIPANT DIRECTION:
Participants can direct the following portions of their Individual Accounts
(Choose one):
OPTION 1: [ ] Those accounts that the Plan Administrator may designate
from time to time in a uniform and nondiscriminatory manner.
OPTION 2: [X] Entire Individual Account.
OPTION 3: [ ] The following accounts (Check all that apply):

[ ] Elective Deferral Account.
[ ] Matching Contribution Account.
[ ] Employer Profit Sharing Account.
[ ] Rollover Contribution Account.
[ ] Transfer Contribution Account.
[ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART D. FREQUENCY OF INVESTMENT CHANGES:

Participants may make changes to the investments within their Individual
Accounts with the following frequency (Choose one):

OPTION 1: [X] In accordance with uniform and nondiscriminatory rules
established by the Plan Administrator or other fiduciary.
OPTION 2: [ ] Daily.
OPTION 3: [ ] Monthly.
OPTION 4: [ ] Quarterly.
OPTION 5: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected. Also
note that the Plan's Valuation Dates must be at least as often as the
frequency chosen here.

--------------------------------------------------------------------------------
SECTION 19. MISCELLANEOUS DEFINITIONS
Complete Parts A and B
--------------------------------------------------------------------------------

<PAGE> 21
Page 22

PART A. VALUATION DATE:

The Plan Valuation Date shall be (Choose one):
OPTION 1: [X] The last day of the Plan Year and each other
date designated by the Plan Administrator which is
selected in a uniform and nondiscriminatory manner.
OPTION 2: [ ] Daily.
OPTION 3: [ ] The last day of each Plan quarter.
OPTION 4: [ ] The last day of each month.
OPTION 5: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. DISABILITY:

For purposes of this Plan, Disability shall mean (Choose one):

OPTION 1: [X} The inability to engage in any substantial,
gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to
result in death or which has lasted or can be expected to
last for a continuous period of not less than 12 months.

OPTION 2: [ ] The inability to engage in any substantial,
gainful activity in the Employee's trade or profession for
which the Employee is best qualified through training or
experience.

OPTION 3: [ ] Other (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 20. LIMITATION ON ALLOCATIONS
More Than One Plan
--------------------------------------------------------------------------------

If you maintain or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete this
section if you maintain a welfare benefit fund, as defined in Section 419(e)
of the Code, or an individual medical account, as defined in Section
415(1)(2) of the Code, under which amounts are treated as annual additions
with respect to any Participant in this Plan.

PART A. INDIVIDUALLY DESIGNED DEFINED CONTRIBUTION PLAN:

If the Participant is covered under another qualified defined contribution
plan maintained by the Employer, other than a master or prototype plan:

1. [ ] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the Plan
will apply as if the other plan were a master prototype plan.

2. [ ] Other method. (Provide the method under which the plans will limit
total annual additions to the maximum permissible amount, and will
properly reduce any excess amounts, in a manner that precludes
Employer discretion.)

PART B. DEFINED BENEFIT PLAN:

If the Participant is or has ever been a participant in a defined benefit
plan maintained by the Employer, the Employer will provide below the language
which will satisfy the 1.0 limitation of Section 415(e) of the Code.

1. [ ] If the projected annual addition to this Plan to the account of a
Participant for any limitation year would cause the 1.0 limitation of
Section 415(e) of the Code to be exceeded, the annual benefit of the
defined benefit plan for such limitation year shall be reduced so that
the 1.0 limitation shall be satisfied.

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

Other method. (Provide language describing another method. Such
language must preclude Employer discretion.)

--------------------------------------------------------------------------------
SECTION 21. TOP-HEAVY MINIMUM
Complete A, B, C and D
--------------------------------------------------------------------------------

PART A. MINIMUM ALLOCATION OR BENEFIT:

<PAGE> 22
Page 23

For any Plan Year with respect to which this Plan is a Top-Heavy Plan, any
minimum allocation required pursuant to Section 3.01(E) of the Plan shall be
made (Choose one):
OPTION 1: [X] To this Plan.
OPTION 2: [ ] To the following other plan maintained by the Employer
(Specify name and plan number of plan)
INVESTORS BANK AND TRUST
----------------------------------------------------------------------
OPTION 3: [ ] In accordance with the method described on an attachment to
this Adoption Agreement. (Attach language describing the
method that will be used to satisfy Section 416 of the Code.
Such method must preclude Employer discretion.)

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART B. PARTICIPANTS ENTITLED TO RECEIVE MINIMUM ALLOCATION:
Any minimum allocation required pursuant to Section 3.01(E) of the Plan shall
be allocated to the Individual Accounts of (Choose one):

OPTION 1: [X] Only Participants who are not Key Employees.
OPTION 2: [ ] All Participants.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

PART C. TOP-HEAVY RATIO:

For purposes of establishing the present value of benefits under a defined
benefit plan to compute the top-heavy ratio as described in Section 10.08(C)
of the Plan, any benefit shall be discounted only for mortality and interest
based on the following (Choose one):

OPTION 1: [ ] Not applicable because the Employer has not maintained a
defined benefit plan.
OPTION 2: [ ] The interest rate and mortality table specified for this
purpose in the defined benefit plan.
OPTION 3: [ ] Interest rate of _______ % and the following mortality table
(Specify)

NOTE: If no option is selected, Option 2 will be deemed to be selected.

PART D. TOP-HEAVY VESTING SCHEDULE:

Pursuant to Section 6.01(C) of the Plan, the vesting schedule that will apply
when this Plan is a Top-Heavy Plan (unless the Plan's regular vesting
schedule provides for more rapid vesting) shall be (Choose one):

OPTION 1: [X] 6 Year Graded.
OPTION 2: [ ] 3 Year Cliff.

NOTE: If no option is selected, Option 1 will be deemed to be selected.

--------------------------------------------------------------------------------
SECTION 22. PROTOTYPE SPONSOR
--------------------------------------------------------------------------------

Name of Prototype Sponsor

Address

Telephone Number

PERMISSIBLE INVESTMENTS

The assets of the Plan shall be invested only in those investments described
below (To be completed by the Prototype Sponsor):
JOHN HANCOCK FUNDS, INC.
----------------------------------------------------------------------
101 HUNTINGTON AVENUE, BOSTON, MA 02199
----------------------------------------------------------------------
800-544-3577
----------------------------------------------------------------------

THE PERMISSIBLE INVESTMENTS SHALL BE DETERMINED BY THE EMPLOYER. THE EMPLOYER
RESERVES THE RIGHT TO CHANGE INVESTMENT OPTIONS AT ANY GIVEN TIME.

--------------------------------------------------------------------------------
SECTION 23. TRUSTEE OR CUSTODIAN
--------------------------------------------------------------------------------

OPTION A: [X] Financial Organization as Trustee or Custodian

CHECK ONE: [ ] Custodian, [X] Trustee without full trust powers, or

[ ] Trustee with full trust powers

Financial Organization: Investors Bank and Trust

<PAGE> 23

Signature /s/ Mark A. Ferraro

Type Name Mark A. Ferraro as agent for Investors Bank and Trust

COLLECTIVE OR COMMINGLED FUNDS

List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested (Complete if applicable).

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

OPTION B: [ ] Individual Trustee(s)

Signature Signature
-------------------------------- -----------------------------
Type Name Type Name
-------------------------------- -----------------------------
Signature Signature
-------------------------------- -----------------------------
Type Name Type Name
-------------------------------- -----------------------------
[ ]

--------------------------------------------------------------------------------
SECTION 24. RELIANCE
--------------------------------------------------------------------------------

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

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

--------------------------------------------------------------------------------
SECTION 25. EMPLOYER SIGNATURE
Important: Please read before signing
--------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the
following:

1. I acknowledge that I have relied upon my own advisors regarding the
completion of this Adoption Agreement and the legal tax implications of
adopting a Plan.

2. I understand that my failure to properly complete this Adoption Agreement
may result in disqualification of the Plan.

3. I understand that the Prototype Sponsor will inform me of any amendments
made to the Plan and will notify me should it discontinue or abandon the
Plan.

4. I have received a copy of this Adoption Agreement and the corresponding
Basic Plan Document.

Signature for Employer /s/ Gary Zuiderveen Date Signed 5/23/00

Type Name Title

Gary Zuiderveen Secretary
--------------------------------------- ---------------------

<PAGE> 24

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

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

Name of Employer METRETEK, INCORPORATED
---------------------------------------------------------------
Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------
City DENVER State CO Zip 80202
------------------------------ ------------------ ---------------
Telephone 303-592-5555 Related Employer's Federal Tax 59-1716210
Identification Number
-------------- -----------------------

The Related Employer identified above elects to participate in the Plan of the
Employer identified in Section 1 of the Adoption Agreement (i.e., the Adopting
Employer) to which this Related Employer Participation Agreement is attached.
The Related Employer accepts all of the terms of the Plan as executed by the
Adopting Employer.

<TABLE>
---------------------------------------------------------------------------------------
<CAPTION>
SIGNATURES
---------------------------------------------------------------------------------------
<S> <C>
Signature for Related Employer /s/ Gary Zuiderveen Date Signed 5/23/00
--------------------- -------------------
Type Name Gary Zuiderveen Title Secretary
------------------------------------------- -------------------------

ACCEPTANCE BY ADOPTING EMPLOYER

Signature for Employer /s/ Gary Zuiderveen Date Signed 5/23/00
----------------------------- -------------------
Type Name Gary Zuiderveen Title Secretary
------------------------------------------- -------------------------

ACCEPTANCE BY TRUSTEE

Signature for Trustee /s/ Mark Ferraro Date Signed 5/19/00
------------------------------- -------------------
Type Name Mark Ferraro Title Agent for Investors B&T
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------
</TABLE>
<PAGE> 25

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

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

Name of Employer SOUTHERN FLOW COMPANIES, INC.
---------------------------------------------------------------
Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------
City DENVER State CO Zip 80202
------------------------------ ------------------ ---------------
Telephone 303-592-5555 Related Employer's Federal Tax 84-1106948
Identification Number
-------------- -----------------------

ACCEPTANCE BY ADOPTING EMPLOYER

ACCEPTANCE BY TRUSTEE

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------
</TABLE>
<PAGE> 26

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

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

Name of Employer MARCUM GAS TRANSMISSION, INC.
---------------------------------------------------------------
Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------
City DENVER State CO Zip 80202
------------------------------ ------------------ ---------------
Telephone 303-592-5555 Related Employer's Federal Tax 84-1167344
Identification Number
-------------- -----------------------

ACCEPTANCE BY ADOPTING EMPLOYER

ACCEPTANCE BY TRUSTEE

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------
</TABLE>
<PAGE> 27

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

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

Name of Employer MARCUM NATURAL GAS SERVICES, INC.
---------------------------------------------------------------
Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------
City DENVER State CO Zip 80202
------------------------------ ------------------ ---------------
Telephone 303-592-5555 Related Employer's Federal Tax 84-1169358
Identification Number
-------------- -----------------------

ACCEPTANCE BY ADOPTING EMPLOYER

ACCEPTANCE BY TRUSTEE

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------
</TABLE>
<PAGE> 28

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

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

Name of Employer MARCUM DENVER, INC.
---------------------------------------------------------------
Address 1675 BROADWAY, SUITE 2150
------------------------------------------------------------------------
City DENVER State CO Zip 80202
------------------------------ ------------------ ---------------
Telephone 303-592-5555 Related Employer's Federal Tax 84-1232405
Identification Number
-------------- -----------------------

ACCEPTANCE BY ADOPTING EMPLOYER

ACCEPTANCE BY TRUSTEE

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------

Signature for Trustee Date Signed
------------------------------- -------------------
Type Name Title
------------------------------------------- -------------------------
</TABLE>
<PAGE> 29

RETIREMENT PLAN REGISTRATION FORM

John Hancock Signature Services Inc. (John Hancock), is required to maintain
records of all clients who establish qualified retirement plans using the
prototype document sponsored by John Hancock Funds Inc. Therefore, it is
critical that each client complete this Retirement Plan Registration Form and
forward it along with the completed Adoption Agreement to John Hancock. Upon
receipt of all registration materials, we will forward a copy of the favorable
Opinion Letter issued by the Internal Revenue Service for the prototype document
adopted. In the event of future changes to our prototype documents, John Hancock
will notify each client through records established from this Retirement Plan
Registration Form.

In addition, the Retirement Plan Registration Form must be completed for all new
plans amending and restating to any John Hancock Funds Inc., prototype document.

Please print or type the following information:

I. Plan Name:METRETEK-SOUTHERN FLOW SAVINGS AND INVESTMENT PLAN
-----------------------------------------------------------------
Employer: METRETEK TECHNOLOGIES, INC.
-----------------------------------------------------------------
Address: 1675 BROADWAY, SUITE 2150, DENVER, CO 80202
-----------------------------------------------------------------
Phone #: 303-592-5555
-----------------------------------------------------------------

II. Prototype mailings, amendments, etc., should be sent to:

Name: GARY ZUIDERVEEN
-----------------------------------------------------------------
Address: 1675 BROADWAY, SUITE 2150, DENVER, CO 80202
-----------------------------------------------------------------
Phone #: 303-592-5555
-----------------------------------------------------------------
Relationship: [ ] Trustee [ ] Broker [X] Other: PLAN ADMINISTRATOR
-------------------

Name: RICHARD MAGUIRE
-----------------------------------------------------------------
Address: P.O. BOX 51475, LAFAYETTE LA 70505
-----------------------------------------------------------------
Phone #: 318-233-2066
-----------------------------------------------------------------
Relationship: [ ] Trustee [ ] Broker [X] Other: PLAN ADMINISTRATOR
-------------------

III. The Employer adopting this document will only be considered to have adopted
this prototype plan if this Retirement Plan Registration Form is
countersigned by an authorized representative of John Hancock. Any employer
using this document without proper countersignature will be considered to
have an individually designed plan. The countersignature of this Retirement
Plan Registration Form does not entitle the employer to any administrative
services. Such administrative services may only be provided pursuant to the
Administrative Services Agreement.

I understand that neither John Hancock nor its representatives can assume
responsibility for the administration, or the legal and tax implications of
adopting this plan. I also understand that John Hancock will register the
plan under its prototype program and will furnish amendments as required to
keep the plan in compliance with applicable law.

/s/ Gary Zuiderveen
---------------------------
Name

5/23/00 Controller and Secretary
------------------------------ ---------------------------
Date Title

AGREED TO AND ACCEPTED BY JOHN HANCOCK SIGNATURE SERVICES, INC.:

/s/ Peter M. Derard
---------------------------
Name

5/25/00 Regulatory Consultant
------------------------------ ---------------------------
Date Title