INVESCO MULTIPLE ASSET FUNDS INC, 485APOS, 1998-09-29

INVESCO MULTIPLE ASSET FUNDS INC
485APOS, 1998-09-29

Previous: AFFYMETRIX INC, 8-K, 1998-09-29

Next: THERMO REMEDIATION INC, 8-K, 1998-09-29

File No. 33-69904

As filed on ^ September 29, 1998

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No. --------
Post-Effective Amendment No. ^ 6 X
-------- ---

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
---
Amendment No. ^ 7 X
------------ ---

INVESCO ^ FLEXIBLE FUNDS, INC.
(formerly, INVESCO Multiple Asset Funds, Inc.)
(Exact Name of Registrant as Specified in Charter)

7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)

P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)

Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
-------------------
Copies to:
Ronald M. Feiman, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
-------------------
Approximate Date of Proposed Public Offering: As soon as practicable after
this post-effective amendment becomes effective.

It is proposed that this filing will become effective (check appropriate
box):
- --- immediately upon filing pursuant to paragraph (b)
- --- ^ on December 1, 1997 pursuant to paragraph (b)
- --- 60 days after filing pursuant to paragraph (a)(1)
^ X on December 1, 1998 , pursuant to paragraph (a)(1)
- ---
- --- 75 days after filing pursuant to paragraph (a)(2)
- --- on ----------------, pursuant to paragraph (a)(2) of rule 485.

If appropriate, check the following box:
- --- this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
--------------------

Registrant has previously elected to register an indefinite number of
shares of its common stock pursuant to Rule 24f-2 under the Investment Company
Act. Registrant's Rule 24f-2 Notice for the fiscal year ended July 31, ^ 1998
will be filed on or about ^ October 26, 1998.

Page 1 of 470
Exhibit index is located at page 112

<PAGE>

INVESCO MULTIPLE ASSET FUNDS, INC.
---------------------------

CROSS-REFERENCE SHEET

Form N-1A
Item Caption
--------- -------
Part A Prospectus

1....................... Cover Page

2....................... Annual Fund Expenses; Essential
Information

3....................... Financial Highlights; Fund Price ^
And Performance

4....................... Investment Objective ^ And Strategy;
Investment Policies ^ And Risks;
The Fund ^ And Its Management

5....................... The Fund ^ And Its Management

5A...................... Not Applicable

6....................... Fund Services; Taxes, Dividends ^ And
Other Distributions; Additional
Information

7....................... How To Buy Shares; Fund Price ^ And
Performance; Fund Services; The Fund
^ And Its Management

8....................... Fund Services; How To Sell Shares

9....................... Not Applicable

Part B Statement of Additional Information

10....................... Cover Page

11....................... Table of Contents

-i-

<PAGE>

Form N-1A
Item Caption
- --------- -------

12....................... The ^ Funds And Their Management

13....................... Investment Practices; Investment Policies
^ And Restrictions

14....................... The ^ Funds And Their Management

15....................... The ^ Funds And Their Management;
Additional Information

16....................... The ^ Funds And Their Management;
Additional Information

17....................... Investment Practices; Investment Policies
^ And Restrictions

18....................... Additional Information

19....................... How Shares Can Be Purchased; How Shares
Are Valued; Services Provided ^ By The
Fund; Tax-Deferred Retirement Plans;
How ^ To Redeem Shares

20....................... Dividends, Other Distributions ^ And Taxes

21....................... How Shares Can Be Purchased

22....................... Performance Data

23....................... Additional Information

Part C Other Information

Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

-ii-

<PAGE>

PROSPECTUS
December 1, ^ 1998

INVESCO BALANCED FUND

INVESCO Balanced Fund (the "Fund") seeks to achieve a high total return on
investment through capital appreciation and current income. The Fund invests in
a combination of common stocks (normally 50% to 70% of total assets) and
fixed-income securities (normally 25% or more of total assets).

The Fund is a series of INVESCO ^ Flexible Funds, Inc. (formerly INVESCO
Multiple Asset Funds, Inc.) (the "Company"), a diversified, managed no-load
mutual fund, consisting of two separate portfolios of investments. A separate ^
Prospectus is available upon request from INVESCO Distributors, Inc. for the
Company's other fund, INVESCO Multi-Asset Allocation Fund. Investors may
purchase shares of either or both of the Funds. Additional funds may be offered
in the future.

This Prospectus provides you with the basic information you should know
before investing in the Fund. You should read it and keep it for future
reference. A Statement of Additional Information containing further information
about the Fund, dated December 1, ^ 1998, has been filed with the Securities and
Exchange Commission, and is incorporated by reference into this Prospectus. To ^
request a free copy, write to INVESCO Distributors, Inc., P.O. Box 173706,
Denver, Colorado 80217-3706; call 1-800-525-8085; or visit our web site at
http://www.invesco.com.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ^ NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES OF THE FUND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

<PAGE>

TABLE OF CONTENTS
Page

ESSENTIAL INFORMATION........................................................6

ANNUAL FUND EXPENSES.........................................................7

FINANCIAL HIGHLIGHTS.........................................................9

^ INVESTMENT OBJECTIVE AND STRATEGY.........................................11

INVESTMENT POLICIES AND RISKS...............................................12

THE FUND AND ITS MANAGEMENT.................................................15

FUND PRICE AND PERFORMANCE..................................................18

HOW TO BUY SHARES...........................................................18

FUND SERVICES...............................................................23

HOW TO SELL SHARES..........................................................23

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS....................................27

ADDITIONAL INFORMATION......................................................29

<PAGE>

ESSENTIAL INFORMATION

Investment Goal And Strategy: The ^ Fund seeks ^ a high total return on
investment through capital appreciation and current income ^ by investing in a
mixture of common stocks and fixed-income securities, primarily debt obligations
issued by the U.S. government, its agencies or instrumentalities and investment
grade corporate bonds. There is no guarantee that the Fund will meet its
objective. See "Investment Objective And Strategy" and "Investment Policies And
Risks."

Designed For: Investors seeking a combination of current income and
capital growth. While not intended as a complete investment program, the Fund
may be a valuable element of your investment portfolio. You also may wish to
consider the Fund as part of a Uniform Gifts/Transfers To Minors Act Account or
systematic investing strategy. The Fund may be a suitable investment for many
types of retirement programs, including various Individual Retirement Account ("
^ IRAs"), 401(k), Profit Sharing, Money Purchase Pension and 403(b) plans.

Time Horizon: Because the value of its holdings varies, the Fund's price
per share will fluctuate. Investors should consider this a medium-to long-term
investment.

Risks: The Fund's investments in fixed-income securities are subject to
credit risk and market risk. Its returns on foreign investments may be
influenced by currency fluctuations and other risks of investing overseas. The
Fund may experience rapid portfolio turnover, which may result in higher
brokerage commissions and the acceleration of taxable capital gains. See
"Investment Objective And Strategy" and "Investment Policies And Risks."

Organization and Management: The Fund is a series of the Company. The Fund
is owned by its shareholders. It employs INVESCO Funds Group, Inc. (" ^
INVESCO"), founded in 1932, to serve as investment adviser, administrator and
transfer agent. ^ INVESCO Distributors, Inc. ("IDI"), founded in 1997 as a
wholly-owned subsidiary of ^ INVESCO, is the Fund's distributor.

The Fund's investments are selected by its portfolio manager or managers:
INVESCO senior vice presidents Charles Mayer, who has 27 years of investment
experience, and Donovan J. (Jerry) Paul, with 21 years of ^ investment
experience; and portfolio manager Peter M. Lovell, who has 6 years of investment
experience. See "The Fund And Its Management."

^ INVESCO ^ and IDI are indirect, wholly-owned subsidiaries of AMVESCAP
PLC, an international investment management company that ^ managed approximately
^ $261 billion in assets as of June 30, 1998. AMVESCAP PLC is based in London
with money managers located in Europe, North America and the Far East.

<PAGE>

This Fund offers all of the following services at no charge:
Telephone purchases
Telephone exchanges
Telephone redemptions
Automatic reinvestment of distributions
Regular investment plans, such as EasiVest (the Fund's
automatic monthly investment program), Direct Payroll Purchase and
Automatic Monthly Exchange
Periodic withdrawal plans

See "How To Buy Shares" and "How To Sell Shares."

Minimum Initial Investment: $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans.

Minimum Subsequent Investment: $50 (Minimums are lower for certain
retirement plans.)

ANNUAL FUND EXPENSES

The Fund is no-load; there are no fees to purchase, exchange or redeem
shares. The Fund^ is authorized to pay a Rule 12b-1 distribution fee of one
quarter of one percent of the Fund's average net assets each year. (See "How To
Buy Shares -^ Distribution Expenses.")

Like any company, the Fund has operating expenses such as portfolio
management, accounting, shareholder servicing, maintenance of shareholder
accounts and other expenses. These expenses are paid from the Fund's assets.
Lower expenses therefore benefit investors by increasing the Fund's total
return.

We calculate annual operating expenses as a percentage of the Fund's
average annual net assets. To keep expenses competitive, ^ INVESCO ^ voluntarily
^ reimburses the Fund for ^ certain expenses in excess of 1.25% (excluding
excess amounts that have been offset by the expense offset arrangement described
below) of the Fund's average net assets.

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee 0.60%
12b-1 Fees 0.25%
Other Expenses(1) ^ 0.37%
Total Fund Operating Expenses(1) ^ 1.22%

(1) It should be noted that the Fund's actual total operating expenses were
lower than the figures shown, because the Fund's distribution, custodian and
transfer agency fees were reduced under expense offset arrangements. However, as
a result of an SEC requirement ^, the figures shown above do not reflect these
reductions. In comparing expenses for different years, please note that the ^
Ratios of Expenses to Average Net Assets shown under "Financial Highlights" do
reflect any reductions for periods prior to the fiscal year ended July 31, 1996.
See "The Fund And Its Management."^

<PAGE>

Example

A shareholder would pay the following expenses on a $1,000 investment for
the periods shown, assuming a hypothetical 5% annual return and redemption at
the end of each time period. (Of course, actual operating expenses are paid from
the Fund's assets and are deducted from the amount of income available for
distribution to shareholders; they are not charged directly to shareholder
accounts.)

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
^ $13 $39 $68 $149

The purpose of this table is to assist you in understanding the various
costs and expenses that you will bear directly or indirectly. THE ^ EXAMPLE
SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE OR
EXPENSES, AND ACTUAL ANNUAL RETURNS AND EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. For more information on the Fund's expenses, see "The Fund And Its
Management" and "How To Buy Shares - ^ Distribution Expenses."

Because the Fund pays a distribution fee, investors who own Fund shares
for a long period of time may pay more than the economic equivalent of the
maximum front-end sales charge permitted for mutual funds by the National
Association of Securities Dealers, Inc.

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

The following information has been audited by ^ PricewaterhouseCoopers
LLP, independent accountants. This information should be read in conjunction
with the audited financial statements and the ^ Report of Independent
Accountants thereon appearing in the Company's ^ 1998 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. Both are available without charge by contacting IDI at
the address or telephone number ^ on the back of this Prospectus. The Annual
Report also contains more information about the Fund's performance.

<TABLE>
<CAPTION>
Period
Ended
Year Ended July 31 July 31

----------- ---------------------------------------- --------
1998 1997 1996 1995 1994^
<S> <C> <C> <C> <C> <C>

Balanced Fund

PER SHARE DATA
Net Asset Value ^--
Beginning of Period $15.86 $13.36 $12.08 $10.30 $10.00
----------- ---------------------------------------- --------

INCOME FROM INVESTMENT
OPERATIONS

Net Investment Income 0.33 0.34 0.37 0.29 0.12
Net Gains on Securities

(Both Realized and

Unrealized) 1.50 3.37 2.12 2.03 0.30
----------- ---------------------------------------- --------

Total from Investment

Operations 1.83 3.71 2.49 2.32 0.42
----------- ---------------------------------------- --------

LESS DISTRIBUTIONS
Dividends from Net

Investment Income 0.35 0.34 0.37 0.29 0.12

<PAGE>

Distributions from

Capital Gains 1.63 0.87 0.84 0.25 0.00
----------- ---------------------------------------- --------
Total Distributions 1.98 1.21 1.21 0.54 0.12
----------- ---------------------------------------- --------
Net Asset Value ^--
End of Period $15.71 $15.86 $13.36 $12.08 $10.30
=========== ======================================== ========
TOTAL RETURN 12.90% 29.27% 20.93% 23.18% 4.16%*

RATIOS

Net Assets ^-- End of ^ Period
($000 Omitted) $216,624 $161,921 $115,066 ^ $37,224 $4,252
Ratio of Expenses to
Average Net Assets# 1.22%@ 1.29%@ 1.29%@ 1.25^ 1.25%~
Ratio of Net Investment ^ Income
to Average ^ Net Assets# 2.18% 2.46% 3.03% 3.12% 2.87%~
Portfolio Turnover Rate 108% 155% 259% 255% 61%*
^
</TABLE>

^ From December 1, 1993, commencement of investment operations, to July 31,
1994.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

# Various expenses of the Fund were voluntarily absorbed by ^ INVESCO ^ the
years ended July 31, 1997, 1996 ^, 1995 and ^ the period ended July 31, 1994.
If such expenses had ^ been not voluntarily absorbed, ratio of expenses to
average net assets would have been 1.34%, 1.29%, 1.59% and 4.37%
(annualized), respectively, and ratio of net investment income (loss) to
average net assets would have been 2.41%, 3.03%, 2.77% and (0.25%)
(annualized), respectively.

@ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

^ INVESTMENT OBJECTIVE AND STRATEGY

^ The Fund seeks a high total return on investment through capital
appreciation and current income. This investment objective is fundamental and
may not be changed without the approval of the Fund's shareholders. The Fund ^
seeks to achieve this objective by normally investing 50% to 70% of its total
assets in common stocks and the remainder in fixed-income securities, including
cash reserves. At least 25% of the Fund's assets normally will be invested in
fixed-income securities issued by the U.S. government, its agencies and
instrumentalities, or in investment grade corporate bonds. This approach is
designed to cushion a shareholder's investment from the volatility typically
associated with mutual funds that invest primarily in common stocks. There is no
^ assurance that the ^ Fund's investment objective will be met.

For the equity holdings, we look for companies with better-than-average
earnings growth potential, as well as companies within industries we've
identified as well-positioned for the current and expected economic climate.
Because current income is a component of total return, we also consider dividend
payout records. Most of these holdings are traded on national stock exchanges or
in the over-the-counter ^("OTC") market; we may also take positions in
securities traded on regional or foreign exchanges. In addition to common
stocks, the Fund also may hold preferred stocks and securities convertible into
common stock.

For the fixed-income portion of the holdings, we select only obligations
of the U.S. government, its agencies and instrumentalities, or investment grade
corporate bonds. These securities tend to offer lower income than bonds of lower
quality but are more shielded from credit risk. Obligations issued by U.S.
government agencies or instrumentalities may include some supported only by the
credit of the issuer rather than by the full faith and credit of the U.S.
government. The Fund may hold securities of any maturity (from less than one
year up to 30 years), with the average maturity varying depending upon economic
and market conditions. The Fund also may hold cash and cash equivalent
securities as cash reserves.

The Fund's investment portfolio is actively traded. There are no
limitations regarding portfolio turnover for either the equity or fixed-income
portions of the Fund's portfolio. Although the Fund does not trade for
short-term profits, securities may be sold without regard to the time they have
been held when, in the opinion of ^ INVESCO, investment considerations warrant
such action. The Fund's portfolio turnover rate therefore may be higher than
other mutual funds with similar objectives. Increased portfolio turnover may
result in greater brokerage commissions and acceleration of capital gains which
are taxable when distributed to shareholders. The Statement of Additional
Information includes an expanded discussion of the Fund's portfolio turnover
rate, its brokerage practices and certain federal income tax matters.

The amount invested in stocks, bonds and cash securities may vary from
time to time depending upon ^ INVESCO's assessment of business, economic and
market conditions. When we believe market or economic conditions are
unfavorable, the Fund may assume a defensive position by temporarily investing
up to 100% of its assets in ^ high-quality money market instruments, such as
short-term U.S. government obligations, commercial paper or repurchase
agreements, ^ seeking to protect ^ its assets until conditions stabilize.

<PAGE>

INVESTMENT POLICIES AND RISKS

Investors generally should expect to see ^ the price per share and income
levels of the Fund vary with movements in the stock and fixed-income markets,
changes in economic conditions and other factors. The Fund invests in many
different ^ securities and industries^; this diversification may help reduce the
Fund's ^ exposure to particular investment and market risks but cannot eliminate
these risks.

Year 2000 Computer Issue. Due to the fact that many computer systems in
use today cannot recognize the Year 2000, but will, unless corrected, revert to
1900 or 1980 or cease to function at that time, the markets for securities in
which the Fund invests may be detrimentally affected by computer failures
affecting portfolio investments or trading of securities beginning January 1,
2000. Improperly functioning trading systems may result in settlement problems
and liquidity issues. In addition, corporate and governmental data processing
errors may result in production issues for individual companies and overall
economic uncertainties. Earnings of individual issuers may be affected by
remediation costs, which may be substantial. The Fund's investments may be
adversely affected.

Debt Securities. When we assess an issuer's ability to meet its interest
rate obligations and repay its debt when due, we are referring to "credit risk."
Debt obligations are rated based on their estimated credit risk by independent
services such as Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"). "Market risk" for
debt securities principally refers to sensitivity to changes in interest rates.
For instance, when interest rates go up, the market value of a previously issued
bond generally declines; on the other hand, when interest rates go down, prices
of bonds generally increase.

The lower a bond's quality, the more it is subject to credit risk and
market risk and the more speculative it becomes; this is also true of most
unrated debt securities. The Fund seeks to reduce these risks by investing only
in investment grade debt securities (those rated AAA, AA, A or BBB by S&P or
Aaa, Aa, A or Baa by Moody's or, if unrated, are judged by ^ INVESCO to be of
equivalent quality). These bonds enjoy strong to adequate capacity to pay
principal and interest. Securities rated BBB or Baa are considered to be of
medium grade and may have speculative characteristics. While ^ INVESCO
continuously monitors all of the debt securities in the Fund's portfolio for the
issuer's ability to make required principal and interest payments and other
quality factors, it may retain a bond whose rating is changed to one below the
minimum rating required for purchase of the security.

The Fund's investments in debt securities may include investments in zero
coupon bonds, step-up bonds, mortgage-backed securities and asset-backed
securities. Zero coupon bonds ("zeros") make no periodic interest payments.
Instead, they are sold at a discount from their face value. The buyer of the
zero receives the rate of return by the gradual appreciation in the price of the
security, which is redeemed at face value at maturity. Step-up bonds initially
make no (or low) cash interest payments but begin paying interest (or a higher
rate of interest) at a fixed time after issuance of the bond. Because they are
extremely responsive to changes in interest rates, the market prices of both
zeros and step-up bonds may be more volatile than other bonds. The Fund may be
required to distribute income recognized on these bonds, even though no cash
interest payments may be received, which could reduce the amount of cash
available for investment by the Fund.

<PAGE>

Mortgage-backed securities represent interests in pools of mortgages.
Asset-backed securities generally represent interests in pools of consumer
loans. Both usually are structured as pass-through securities. Interest and
principal payments ultimately depend on payment of the underlying loans,
although the securities may be supported, at least in part, by letters of credit
or other credit enhancements or, in the case of mortgage-backed securities,
guarantees by the U.S. government, its agencies or instrumentalities. The
underlying loans are subject to prepayments that may shorten the securities'
weighted average lives and may lower their returns.

Foreign Securities. Up to 25% of the Fund's total assets, measured at the
time of purchase, may be invested directly in foreign equity ^ and corporate
debt securities. Securities of Canadian issuers and American Depository Receipts
("ADRs") are not subject to this 25% limitation. ADRs are receipts representing
shares of a foreign corporation held by a U.S. bank that entitle the holder to
all dividends and capital gains. ADRs are denominated in U.S. dollars and trade
in the U.S. securities markets.

For U.S. investors, the returns on foreign securities are influenced not
only by the returns on the foreign investments themselves, but also by currency
fluctuations. That is, when the U.S. dollar generally rises against a foreign
currency, returns for a U.S. investor on foreign securities denominated in that
foreign currency may decrease. By contrast, in a period when the U.S. dollar
generally declines, those returns may increase.

Other aspects of international investing to consider include:

-less publicly available information than is generally available about U.S.
issuers;

-differences in accounting, auditing and financial reporting standards;

-generally higher commission rates on foreign portfolio transactions and
longer settlement periods;

-smaller trading volumes and generally lower liquidity of foreign stock
markets, which may cause greater price volatility; and

-^ investment income on certain foreign securities may be subject to
foreign withholding taxes, which may reduce dividend income or capital gains
payable to shareholders.

There is also the possibility of expropriation or confiscatory taxation;
adverse changes in investment or exchange control regulations; political
instability; potential restrictions on the flow of international capital; and
the possibility ^ the Fund ^ may experience difficulties in pursuing legal
remedies and collecting judgments.

Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg,
The Netherlands, Portugal and Spain are presently members of the European
Economic and Monetary Union (the "EMU"). EMU intends to establish a common
European currency for EMU countries which will be known as the "euro." Each
participating country presently plans to adopt the euro as its currency on
January 1, 1999. The old national currencies will be sub-currencies of the euro
until July 1, 2002, at which time the old currencies will disappear entirely.
Other European countries may adopt the euro in the future.

The planned introduction of the euro presents some uncertainties and
possible risks, including whether the payment and operational systems of banks
and other financial institutions will be ready by January 1, 1999; whether
exchange rates for existing currencies and the euro will be adequately
established; and whether suitable clearing and settlement systems for the euro
will be in operation. These and other factors may cause market disruptions
before or after January 1, 1999 and could adversely affect the value of
securities held by the Fund.

<PAGE>

ADRs are subject to some of the same risks as direct investments in
foreign securities, including the risk that material information about the
issuer may not be disclosed in the United States and the risk that currency
fluctuations may adversely affect the value of the ADR.

Illiquid and Rule 144A Securities. The Fund may invest in illiquid
securities, including securities that are subject to restrictions on resale and
securities that are not readily marketable. The Fund may also invest in
restricted securities that are not registered for sale to the general public,
but that may be resold to institutional investors, known as "Rule 144A
Securities." For more information concerning illiquid and Rule 144A Securities,
see "Investment Policies ^ And Restrictions" in the Statement of Additional
Information.

Delayed Delivery or When-Issued Securities. Up to 10% of the value of the
Fund's total assets may be committed to the purchase or sale of securities on a
when-issued or delayed-delivery basis --that is, with settlement taking place in
the future. The payment obligation and the interest rate received on the
securities generally are fixed at the time the Fund enters into the commitment.
Between the date of purchase and the settlement date, the market value of the
securities may vary. No interest is payable to the Fund prior to settlement.

Repurchase Agreements. The Fund may invest money, for as short a time as
overnight, using repurchase agreements ("repos"). With a repo, the Fund buys a
debt instrument, agreeing simultaneously to sell it back to the prior owner at
an agreed-upon price and date. The Fund could incur costs or delays in seeking
to sell the ^ security if the prior owner defaults on its repurchase obligation.
To reduce that risk, the securities that are the subject of the repurchase
agreement will be maintained with the Fund's custodian in an amount at least
equal to the repurchase price under the agreement (including accrued interest).
These agreements are entered into only with member banks of the Federal Reserve
System, registered broker-dealers and registered U.S. government securities
dealers that are deemed creditworthy under standards established by the
Company's board of directors.

Securities Lending. The Fund may seek to earn additional income by lending
securities to qualified brokers, dealers, banks, or other financial
institutions, on a fully collateralized basis. For further information on this
policy, see "Investment Policies ^ And Restrictions" in the Statement of
Additional Information.

Futures, Options and Other Derivative Instruments. In order to hedge its
portfolio, the Fund may purchase and write options on securities (including
index options and options on foreign securities) and may invest in futures
contracts for the purchase or sale of foreign currencies, fixed-income
securities and instruments based on financial indices (collectively, "futures
contracts"), options on futures contracts and forward contracts. These practices
and their risks are discussed under "Investment Policies and Restrictions" in
the Statement of Additional Information.

<PAGE>

Investment Restrictions. Certain restrictions, which are identified in the
Statement of Additional Information, may not be altered without the approval of
the Fund's shareholders. For example, with respect to 75% of its total assets,
the Fund limits to 5% the portion of its total assets that may be invested in
any one issuer (other than cash items and U.S. government securities). In
addition, the Fund limits to 25% the portion of its total assets that may be
invested in any one industry (other than U.S. government securities). Other
fundamental restrictions prohibit the Fund from lending more than 33-1/3% of its
total assets to other parties and from borrowing money, except that the Fund may
borrow for temporary or emergency purposes and enter into reverse repurchase
agreements in an aggregate amount not exceeding 33 1/3% of its total assets.

For a further discussion of risks associated with an investment in the
Fund, see "Investment Policies ^ And Restrictions" and "Investment Practices" in
the Statement of Additional Information.

THE FUND AND ITS MANAGEMENT

The Company is a no-load mutual fund, registered with the Securities and
Exchange Commission as ^ a diversified, open-end^ management investment company.
It was incorporated on August 19, 1993, under the laws of Maryland. On September
10, 1998, the name of the Company was changed to INVESCO Flexible Funds, Inc.

The Company's board of directors has responsibility for overall supervision
of the Fund and reviews the services provided by the ^ investment adviser. Under
an agreement with the ^ Company, INVESCO, 7800 E. Union Avenue, Denver, Colorado
80237, serves as the Fund's investment ^ adviser; it is primarily responsible
for providing the Fund with portfolio management and various administrative
services.

^ INVESCO and IDI are indirect wholly-owned subsidiaries of AMVESCAP PLC.
AMVESCAP-PLC is a publicly traded holding company that through its subsidiaries
engages in the business of investment management on an international basis.
INVESCO PLC changed its name to AMVESCO PLC on March 3, 1997 and to AMVESCAP PLC
on May 8, 1997, as part of a merger between a direct subsidiary of INVESCO PLC
and A I M Management Group Inc., that created one of the largest independent
investment management businesses in the world. INVESCO continued to operate
under its existing name. AMVESCAP PLC had approximately $261 billion in assets
under management as of June 30, 1998. INVESCO was established in 1932 and, as of
July 31, 1998, managed 14 mutual funds, consisting of 49 separate portfolios,
with combined assets of approximately $19.6 billion on behalf of 884,099
shareholders.

^ Prior to February 3, 1998, Institutional Trust Company d.b.a. INVESCO
Trust Company ("ITC") , provided sub-advisory services to the Fund; termination
of its sub-advisory services in no way changed the basis upon which investment
advice is provided to the Fund, the cost of those services to the Fund or the
persons actually performing the investment advisory and other services
previously provided by ITC. INVESCO provides such day-to-day portfolio
management services.

<PAGE>

The Fund is managed by members of INVESCO's Equity Income and Fixed Income
Teams, which are headed by Charles P. Mayer and Donovan J. (Jerry) Paul. The
following individuals are primarily responsible for the day-to-day management of
the Fund's ^ holdings^:

Charles P. Mayer has been a co-portfolio manager of the Fund since 1996.
Mr. Mayer also co-manages INVESCO Industrial Income Fund and INVESCO
VIF-Industrial Income Fund and is a senior vice president of INVESCO ^ Funds
Group, Inc. Mr. Mayer is ^ the Director of Investments of ^ INVESCO Funds Group,
Inc. Mr. Mayer was previously a portfolio manager with Westinghouse Pension
Investments Corporation from 1984 to 1993. Mr. Mayer received ^ an M.B.A. from
St. John's University and a B.A. in English from St. Peter's College.

Donovan J. (Jerry) Paul, a Chartered Financial Analyst and Certified Public
Accountant, has been a co-portfolio manager of the Fund since 1994. Mr. Paul
also manages INVESCO Select Income Fund, INVESCO High Yield Fund and INVESCO
VIF-High Yield Fund and co-manages INVESCO Industrial Income Fund, ^ INVESCO
VIF-Industrial Income Fund, and INVESCO Short-Term Bond Fund. Mr. Paul is also a
senior vice president of INVESCO ^ Funds Group, Inc. Mr. Paul was previously
senior vice president and director of fixed-income research (1989 to 1992) and
portfolio manager (1987 to 1992) with Stein, Roe & Farnham Inc. and president of
Quixote Investment Management, Inc. (1993 to 1994). Mr. Paul received ^ an
M.B.A. from the University of Northern Iowa and a B.B.A. from the University of
Iowa.

^ Peter M. ^ Lovell has been a co-portfolio manager of the Fund since ^
1998. Mr. Lovell was previously an equity analyst with INVESCO's Equity Income
Team (1996-1998), an equity assistant with INVESCO's Investment Division
(1994-1996) and a financial consultant with Merrill Lynch (1992-1994). Mr.
Lovell received an M.B.A. in Finance and ^ Accounting from Regis University and
a B.A. in Speech Communications from Colorado State University.

^ INVESCO permits investment and other personnel to purchase and sell
securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires ^ INVESCO's personnel to conduct their
personal investment activities in a manner that ^ INVESCO believes is not
detrimental to the Fund or ^ INVESCO's other advisory clients. See the Statement
of Additional Information for more detailed information.

The Fund pays ^ INVESCO a monthly management fee which is based upon a
percentage of the Fund's average net assets determined daily. The management fee
is computed at the annual rate of 0.60% on the first $350 million of the Fund's
average net assets; 0.55% on the next $350 million of the Fund's average net
assets; and 0.50% on the Fund's average net assets over $700 million. For the
fiscal year ended July 31, ^ 1998, investment ^ management fees paid by the Fund
amounted to 0.60% of the Fund's average net assets.
^
Under a Distribution Agreement ^, IDI provides services relating to the
distribution and sale of the Funds' shares. IDI, established in 1997, is a
registered broker-dealer that acts as distributor for all retail funds advised
by ^ INVESCO. Prior to September 30, 1997, ^ INVESCO served as the Fund's
distributor.

<PAGE>

Under a Transfer Agency Agreement, ^ INVESCO acts as registrar, transfer
agent and dividend disbursing agent for the Fund. The Fund pays an annual fee of
$20.00 per shareholder account or, where applicable, per participant in an
omnibus account. Registered broker-dealers, third party administrators of
tax-qualified retirement plans and other entities, including affiliates of ^
INVESCO, may provide equivalent services to the Fund. In these cases, ^ INVESCO
may pay, out of the fee it receives from the Fund, an annual sub-transfer agency
fee or ^ recordkeeping fee to the third party.

^ Under an Administrative Services Agreement, ^ INVESCO handles additional
administrative, recordkeeping and internal sub-accounting services for the Fund.
For ^ the fiscal year ended July 31, ^ 1998, the Fund paid INVESCO a fee for
these services equal to 0.027% of the Fund's average net assets.

The management and custodial services provided to the Fund by INVESCO and
the Fund's custodian, and the services provided to shareholders by INVESCO and
IDI, depend on the continued functioning of their computer systems. Many
computer systems in use today cannot recognize the Year 2000, but will revert to
1900 or 1980 or will cease to function due to the manner in which dates were
encoded and are calculated. That failure could have a negative impact on the
handling of the Fund's securities trades, its share pricing and its account
services. The Fund and its service providers have been actively working on
necessary changes to their computer systems to deal with the Year 2000 issue and
expect that their computer systems will be adapted before that date, but there
can be no assurance that they will be successful. Furthermore, services may be
impaired at that time as a result of the interaction of their systems with
noncomplying computer systems of others. INVESCO plans to test as many such
interactions as practicable prior to December 31, 1999 and to develop
contingency plans for reasonably anticipated failures.

The Fund's expenses, which are accrued daily, are deducted from total
income before dividends are paid. Total expenses of the Fund (prior to any
expense offset ^ arrangements) for the fiscal year ended July 31, ^ 1998,
including investment ^ advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to ^ 1.22% of the Fund's average
net assets. Certain Fund expenses were absorbed voluntarily by ^ INVESCO ^
pursuant to a commitment ^ to the Fund to ensure that the Fund's total operating
expenses (after expense offset arrangements) did not exceed 1.25% of the Fund's
average net assets. This commitment may be changed following consultation with
the Company's board of directors.

^ INVESCO places orders for the purchase and sale of portfolio securities
with brokers and dealers based upon ^ INVESCO's evaluation of such ^ brokers'
and dealers' financial responsibility coupled with their ability to effect
transactions at the best available prices. As discussed under "How To Buy Shares
- - ^ Distribution Expenses," the Fund may market its shares through intermediary
brokers or dealers that have entered into Dealer Agreements with ^ INVESCO, or
IDI, as the Fund's distributor. The Fund may place orders for portfolio
transactions with qualified ^ brokers and dealers that recommend the Fund or
sell shares of the Fund, to clients, or act as agent in the purchase of Fund
shares for clients, if ^ INVESCO believes that the quality of the execution of
the transaction and level of commission are comparable to those available from
other qualified brokerage firms. For further information, see "Investment
Practices -^ Placement of Portfolio Brokerage" in the Statement of Additional
Information.

<PAGE>

FUND PRICE AND PERFORMANCE

Determining Price. The value of your investment in the Fund will vary
daily. The price per share is also known as the Net Asset Value ("NAV"). ^
INVESCO prices the Fund every day that the New York Stock Exchange is open, as
of the close of regular trading (generally, 4:00 p.m., New York time). NAV is
calculated by adding together the current market value of all of the Fund's
assets, including accrued interest and dividends; ^ subtracting liabilities,
including accrued expenses; and ^ dividing that dollar amount by the total
number of shares outstanding.

Performance Data. To keep shareholders and potential investors informed,
we will occasionally advertise the Fund's total return for one-, five-, and
ten-year periods (or since inception). Total return figures show the average
annual rate of return on a $1,000 investment in the Fund, assuming reinvestment
of all dividends and capital gain distributions for ^ the periods cited.
Cumulative total return shows the actual rate of return on an investment ^ for
the periods cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in the Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Fund's recent and historical
performance is contained in the Company's Annual Report to Shareholders. You can
get a free copy by calling or writing to IDI using the phone number or address
on the ^ back of this Prospectus.

When we quote mutual fund rankings published by Lipper Analytical
Services, Inc., we may compare the Fund to others in its category of Balanced
Funds, as well as the broad-based Lipper general fund groupings. These rankings
allow you to compare the Fund to its peers. Other independent financial media
also produce performance- or service-related comparisons, which you may see in
our promotional materials. For more information, see "Fund Performance" in the
Statement of Additional Information.

Performance figures are based on historical investment results and are not
intended to suggest future performance.

HOW TO BUY SHARES

The following chart shows several convenient ways to invest in the Fund.
Your new Fund shares will be priced at the NAV next determined after your order
is received in proper form. There is no charge to invest, exchange or redeem
shares when you make transactions directly through ^ INVESCO. However, if you
invest in the Fund through a securities broker, you may be charged a commission
or transaction fee. INVESCO may from time to time make payments from its
revenues to securities dealers and other financial institutions that provide
distribution-related and/or administrative services for the Company. For all new
accounts, please send a completed application form. Please specify which fund's
shares you wish to purchase.

^ INVESCO reserves the right to increase, reduce or waive the minimum
investment requirements in its sole discretion, where it determines this action
is in the best interests of the Fund. ^ INVESCO reserves the right in its sole
discretion to reject any order for the purchase of Fund shares (including
purchases by exchange) when, in its judgment, such rejection is in the Fund's
best interests.

<PAGE>

HOW TO BUY SHARES
================================================================================

Method Investment Minimum Please Remember
- --------------------------------------------------------------------------------

By Check

Mail to:

INVESCO Funds Group, Inc., $1,000 for regular If your check does
P.O. Box 173706, account; not clear,
Denver, CO 80217-3706 $250 for an IRA; you will
Or you may send your $50 minimum for each be responsible for any
check by overnight subsequent investment. related loss the Fund
courier to: or ^ INVESCO incurs.
7800 E. Union Ave., If you are already a
Denver, CO 80237 shareholder in the
INVESCO funds, the
Fund may seek
reimbursement from
your existing
account(s) for any
loss incurred.

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

By Telephone or Wire
Call 1-800-525-8085 $1,000. Payment must be
to request your received within 3
purchase. Then send business days, or
your check by the transaction may
overnight courier be canceled. If a
to our street purchase is
address: canceled due to
7800 E. Union Ave., nonpayment, you
Denver, CO 80237. will be responsible
Or you may transmit for any related
your payment by loss the Fund ^
bank wire (call ^ INVESCO incurs. If
INVESCO for you are already a
instructions). shareholder in the
INVESCO funds, the
Fund may seek
reimbursement from
your existing
account(s) for any loss
incurred.

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

<PAGE>

With EasiVest or $50 per month for Like all regular
Direct Payroll EasiVest; $50 per investment plans,
Purchase pay period for neither EasiVest
Direct Payroll nor Direct Payroll
You may enroll on the Purchase. You may Purchase ensures a
fund application, start or stop your profit or protects
or call us for the regular investment against loss in a
correct form and more plan at any time, falling market.
details. Investing the same with two weeks' Because you'll
amount on a monthly basis notice to ^ invest continually,
allows you to buy more INVESCO. regardless of
shares when prices are low varying price
and fewer shares when prices levels, consider
are high. This "dollar-cost your financial
averaging" may help offset market ability to keep
fluctuations. Over a period of buying through low
time, your average cost per price levels. And
share may be less than the actual remember that you
average price per share. will lose money if
you redeem your
shares when the
market value of all
your shares is less
than their cost.

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

By PAL

Your "Personal
Account Line" $1,000; $250 for Be sure to write
an IRA. down the confirmation
number provided by
PAL. Payment must be
received within
3 business days, or
the transaction may be
canceled. If a
telephone purchase is
canceled due to
nonpayment, you will be
responsible for any
related shareholder in
the INVESCO funds,
the Fund may seek
reimbursement from your
existing account(s) for
any loss incurred.

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

<PAGE>

By Exchange
Between this and $1,000 to open a See "Exchange
another of the new account; $50 Policy", below.
INVESCO funds. Call for written
1-800-535-8085 for requests to
prospectuses of purchase additional
other INVESCO shares for an
funds. You may also existing account.
establish an (The exchange
Automatic Monthly minimum is $250 for
Exchange service purchases requested
between two INVESCO by telephone.)
funds; call ^
INVESCO for further
details and the
correct form.

================================================================================

Exchange Policy. You may exchange your shares in this Fund for those in
another INVESCO fund on the basis of their respective net asset values at the
time of the exchange. Before making any exchange, be sure to review the
prospectuses of the funds involved and consider their differences.

Please note these policies regarding exchanges of fund shares:

1) The fund accounts must be identically registered.

2) You may make four exchanges out of each fund during each calendar year.

3) An exchange is the redemption of shares from one fund followed by the
purchase of shares in another. Therefore, any gain or loss realized
on the exchange is recognizable for federal income tax purposes
(unless, of course, your account is tax-deferred).

4) ^ In order to prevent abuse of this policy to the disadvantage of other
shareholders, the Fund reserves the right to ^ temporarily or
permanently terminate the exchange ^ option of any shareholder who
requests more than four exchanges in a year, or at any time the Fund
determines the actions of the shareholder are detrimental to Fund
performance and shareholders. The Fund will determine whether to do so
based on a consideration of both the number of exchanges any
particular shareholder, or group of shareholders, has requested and
the time period over which those exchange requests have been made,
together with the level of expense to the Fund which will result from
effecting additional exchange requests. The Fund is intended to be a
long-term investment vehicle and is not designed to provide investors
the means of speculation on short-term market movements.

5) Notice of all modifications or terminations that would affect all
Fund shareholders will be given at least 60 days prior to the
effective date of the change in ^ policy, except ^ in unusual ^
circumstances (such as when redemptions of the exchanged shares are
suspended under Section 22(e) of the Investment Company Act of 1940,
or when sales of the fund into which you are exchanging are
temporarily ^ suspended).

<PAGE>

Distribution Expenses. The Fund is authorized under a Plan and Agreement
of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Plan") to use its assets to finance certain activities relating to the
distribution of its shares to investors. Under the Plan, monthly payments may be
made by the Fund to IDI to permit IDI, at its discretion, to engage in certain
activities and provide certain services approved by the board of directors of
the Company in connection with the distribution of the Fund's shares to
investors. These activities and services may include the payment of compensation
(including incentive compensation and/or continuing compensation based on the
amount of customer assets maintained in the Fund) to securities dealers and
other financial institutions and organizations, which may include INVESCO- and
IDI-affiliated companies, to obtain various distribution-related and/or
administrative services for the Fund. Such services may include, among other
things, processing new shareholder account applications, preparing and
transmitting to the Fund's transfer agent computer-processable tapes of all
transactions by customers and serving as the primary source of information to
customers in answering questions concerning the Fund and their transactions with
the Fund.

In addition, other permissible activities and services include
advertising, preparation, printing and distribution of sales literature,
printing and distribution of prospectuses to prospective investors and such
other services and promotional activities for the Fund as may from time to time
be agreed upon by the Company and its board of directors, including public
relations efforts and marketing programs to communicate with investors and
prospective investors. These services and activities may be conducted by the
staff of INVESCO, IDI or ^ their affiliates or by third parties.

Under the Plan, the ^ Fund's payments to IDI ^ are limited to an amount
computed at an annual rate of 0.25% of the Fund's average net assets. IDI is not
entitled to payment for overhead expenses under the Plan, but may be paid for
all or a portion of the compensation paid for salaries and other employee
benefits for the personnel of ^ INVESCO or IDI whose primary responsibilities
involve marketing shares of the INVESCO Mutual Funds, including the Fund.
Payment amounts by the Fund under the Plan, for any month, may be made to
compensate IDI for permissible activities engaged in and services provided by
IDI during the rolling 12-month period in which that month falls. Therefore, any
obligations incurred by IDI in excess of the limitations described above will
not be paid by the Fund under the Plan, and will be borne by IDI. In addition,
IDI and its affiliates may from time to time make additional payments from ^
their revenues to securities dealers, financial advisers and other financial
institutions that provide distribution-related and/or administrative services
for the Fund. No further payments will be made by the Fund under the Plan in the
event of the Plan's termination. Payments made by the Fund may not be used to
finance directly the distribution of shares of any other Fund of the Company or
other mutual funds advised by ^ INVESCO and distributed by IDI. However,
payments received by IDI which are not used to finance the distribution of
shares of the Fund become part of IDI's revenues and may be used by IDI for ^
activities ^ that promote distribution of any of the mutual funds advised by ^
INVESCO. Subject to review by the ^ Company's directors^, payments made by the
Fund under the Plan for compensation of marketing personnel, as noted above, are
based on an allocation formula designed to ensure that all such payments are
appropriate. IDI will bear any distribution-and service-related expenses in
excess of the amounts which are compensated pursuant to the Plan. The Plan also
authorizes any financing of distribution which may result from IDI's use of its
own resources, ^ providing that such fees are legitimate and not excessive. For
more information see "How Shares Can Be Purchased -^ Distribution Plan" in the
Statement of Additional information.

<PAGE>

FUND SERVICES

Shareholder Accounts. ^ INVESCO will maintain a share account that reflects
your current holdings. Share certificates will be issued only upon specific
request. You will have greater flexibility to conduct transactions if you do not
request certificates.

Transaction Confirmations. You will receive detailed confirmations of
individual purchases, exchanges and redemptions. If you choose certain recurring
transaction plans (for instance, EasiVest), your transactions will be confirmed
on your quarterly Investment Summary.

Investment Summaries. Each calendar quarter, shareholders receive a written
statement which consolidates and summarizes account activity and value at the
beginning and end of the period for each of their INVESCO funds.

Reinvestment of Distributions. Dividends and other distributions are
automatically reinvested in additional Fund shares at the NAV on the ex-dividend
or ex-distribution date, unless you choose to have dividends and/or other
distributions automatically reinvested in another INVESCO fund or paid by check
(minimum of $10.00).

Telephone Transactions. All shareholders may exchange and redeem Fund
shares by telephone, unless they expressly decline these privileges. By signing
the new account Application or a Telephone Transaction Authorization Form, or
otherwise using these privileges, the investor has agreed that, if the Fund has
followed reasonable procedures, such as recording telephone instructions and
sending written transaction confirmations, it will not be liable for following
telephoned instructions that it believes to be genuine. As a result of this
policy, the investor may bear the risk of any loss due to unauthorized or
fraudulent instructions.

Retirement Plans And IRAs. Fund shares may be purchased for ^ IRAs and many
types of tax-deferred retirement plans. ^ INVESCO can supply you with
information and forms to establish or transfer your existing plan or account.

HOW TO SELL SHARES

The following chart shows several convenient ways to redeem your Fund
shares. Shares of the Fund may be redeemed at any time at their current NAV next
determined after a request in proper form is received at the Fund's office. The
NAV at the time of the redemption may be more or less than the price you paid to
purchase your shares, depending primarily upon the Fund's investment
performance.

Please specify from which fund you wish to redeem shares. Shareholders
have a separate account for each fund in which they invest.

<PAGE>

HOW TO SELL SHARES
================================================================================

Method Minimum Redemption Please Remember
================================================================================

By Telephone
Call us toll-free $250 (or, if less, These telephone
at 1-800-525-8085 full liquidation of redemption
the account) for a privileges may be
redemption check; modified or
$1,000 for a wire terminated in the
to bank of record. future at ^
The maximum amount INVESCO's
which may be discretion ^.
redeemed by
telephone is
generally $25,000.

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

In Writing

Mail your request Any amount. The If the shares to be
to INVESCO Funds redemption request redeemed are
Group, Inc., P.O. must be signed by represented by
Box 173706, all registered ^ stock certificates,
Denver, CO account owners. the certificates
80217-3706. You may Payment will be must be sent to ^
also send your mailed to your INVESCO.
request by address of record,
overnight courier or to a
to 7800 E. Union pre-desginated
Ave., Denver, Co bank.
80237.

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

By Exchange

Between this and $1,000 to open a See "Exchange
another of the new account; $50 Policy, " page ^21.
INVESCO funds. Call for written
1-800-525-8085 requests to
prospectuses of purchase additional
other INVESCO shares for an
funds. You may also existing account.
establish an (The Exchange
automatic monthly minimum is $250 for
exchange service exchanges requested
between two INVESCO by telephone.)
funds; call ^
INVESCO for further
details and the
correct form.

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

<PAGE>

- --------------------------------------------------------------------------------
Periodic Withdrawal
Plan
You may call us to $100 per payment, You must have at
request the on a monthly or least $10,000 total
appropriate form quarterly basis. invested with the
and more The redemption INVESCO funds, with
information at check may be made at least $5,000 of
1-800-525-8085. payable to any that total invested
party you in the fund from
designate. which withdrawals
will be made.
- --------------------------------------------------------------------------------

Payment To Third Party

Mail your request Any amount. All registered ^
to INVESCO Funds account owners must
Group, Inc., P.O. sign the request,
Box 173706, with a signature
Denver, CO guarantee from an
80217-3706 eligible guarantor
financial
institution, such
as a commercial
bank or recognized
national or
regional securities
firm.

================================================================================

<PAGE>

While the Fund will attempt to process telephone redemptions promptly,
there may be times -- particularly in periods of severe economic or market
disruption -- when you may experience delays in redeeming shares by phone.

Payments of redemption proceeds will be mailed within seven days following
receipt of the redemption request in proper form. However, payment may be
postponed under unusual circumstances -- for instance, if normal trading is not
taking place on the New York Stock Exchange or during an emergency as defined by
the Securities and Exchange Commission. If your shares were purchased by a check
which has not yet cleared, payment will be made promptly upon clearance of the
purchase check (which will take up to 15 days).

If you participate in EasiVest, the Fund's automatic monthly investment
program, and redeem all of the shares in your account, we will terminate further
EasiVest purchases unless you instruct us otherwise.

Because of the high relative costs of handling small accounts, should the
value of any shareholder's account fall below $250 as a result of shareholder
action, the Fund reserves the right to involuntarily redeem all shares in such
account, in which case the account would be ^ liquidated and the proceeds
forwarded to the shareholder. Prior to any such redemption, a shareholder will
be notified and given 60 days to increase the value of the account to $250 or
more.

<PAGE>

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS

Taxes. The Fund intends to distribute to shareholders substantially all of
its net investment income, net capital gains and net gains from foreign currency
transactions, if any^. Distribution of all net investment income to shareholders
allows the Fund to maintain its tax status as a regulated investment company. ^
The Fund does not expect to pay any federal income or excise taxes because of
its tax status as a regulated investment company.

Shareholders^ must include all dividends and other distributions ^ as
taxable income for federal, state and local income tax purposes unless they are
exempt from income taxes. Dividends and other distributions are taxable whether
they are received in cash or automatically reinvested in shares of the Fund or
another fund in the INVESCO group.

Net realized capital gains of the Fund are classified as short-term and
long-term gains depending upon how long the Fund held the security that gave
rise to the gains. Short-term capital gains are included in income from
dividends and interest as ordinary income and are taxed at the taxpayer s
marginal tax rate. Long-term gains realized between May 7, 1997 and July 28,
1997 on the sale of securities held for more than 12 months are taxable at the
maximum rate of 20%.^ Long-term gains realized between July 29, 1997 and
December 31, 1997 on the sale of securities held for more than one year but not
for more than 18 months are taxable at ^ the maximum rate of 28%. Long-term
gains realized between July 29, 1997 and December 31, 1997 on the sale of
securities held for more than 18 months are taxable at a maximum rate of 20%.
Beginning January 1, 1998, the IRS Restructuring and Reform Act of 1998, signed
into law on July 24, 1998, lowers the holding period for long-term capital gains
entitled to the 20% capital gains tax rate from 18 months to 12 months.
Accordingly, all long-term gains realized after December 31, 1997 on the sale of
securities held more than 12 months will be taxable at a maximum rate of 20%.
Note that the rate of capital gains tax is dependant on the shareholder's
marginal tax rate and may be lower than the above rates. At the end of each
year, information regarding the tax status of dividends and other distributions
is provided to shareholders. Shareholders should consult their tax advisers as
to the effect of ^ distributions by the Fund ^.

Shareholders ^ may realize capital gains or losses when they sell their
Fund shares at more or less than the price originally paid. Capital ^ gains on
shares held for more than one year will be long-term capital ^ gains, in which
event ^ they will be subject to federal income tax at the rates indicated above.

The Fund may be subject to withholding of foreign taxes on dividends or
interest it receives on foreign securities. Foreign taxes withheld will be
treated as an expense of the Fund.

<PAGE>

Individuals and certain other non-corporate shareholders may be subject
to backup withholding of 31% on dividends, capital gain distributions and
other distributions and redemption proceeds. ^ You can avoid backup withholding
on your ^ account by ensuring that we have a correct, certified tax
identification number, unless you are subject to backup withholding for other
reasons.

We encourage you to consult a tax adviser with respect to these matters.
For further information see "Dividends, Other Distributions ^ And Taxes" in the
Statement of Additional Information.

Dividends and Other Distributions. The Fund earns ordinary or net
investment income in the form of interest and dividends ^ on investments.
Dividends paid by the Fund will be based solely on the net investment income
earned by it. The Fund's policy is to distribute substantially all of this
income, less ^ expenses, to shareholders on a quarterly basis, at the discretion
of the ^ Company's board of directors. Dividends are automatically reinvested in
additional shares of the Fund at the net asset value on the payable date unless
otherwise requested.

In addition, the Fund realizes capital gains and losses when it sells
securities or derivatives for more or less than it paid. If total gains on sales
exceed total losses (including losses carried forward from previous years), the
Fund has a net realized capital gain. Net realized capital gains, if any,
together with gains^ realized on certain foreign currency transactions, if any,
are distributed to shareholders at least annually, usually in December. Capital
gain distributions are automatically reinvested in additional shares of the Fund
at the net asset value on the payable date unless otherwise requested.

Dividends and other distributions are paid to ^ shareholders who hold
shares on the record date of distribution, regardless of how long the Fund
shares have been held by the shareholder. The Fund's share price will then drop
by the amount of the distribution on the ex-dividend or ex-distribution date. If
a shareholder purchases shares immediately prior to the distribution, the
shareholder will, in effect, have "bought" the distribution by paying the full
purchase price, a portion of which is then returned in the form of a taxable
distribution.

<PAGE>

ADDITIONAL INFORMATION

Voting Rights. All shares of the Company have equal voting rights based on
one vote for each share owned and a corresponding fractional vote for each
fractional share owned. The Company is not generally required and does not
expect to hold regular annual meetings of shareholders. However, when requested
to do so in writing by the holders of 10% or more of the outstanding shares of
the ^ Fund or as may be required by applicable law or the Company's Articles of
Incorporation, the board of directors will call special meetings of
shareholders. Directors may be removed by action of the holders of a majority of
the outstanding shares of the ^ Fund. The Company will assist shareholders in
communicating with other shareholders as required by the Investment Company Act
of 1940.

Master/Feeder Option. As a matter of fundamental policy, the Company may,
in the future, seek to achieve the Fund's investment objective by investing all
of the Fund's assets in another investment company having substantially the same
fundamental investment objective, policies and limitations. It is expected that
any such investment company would be managed by ^ INVESCO in substantially the
same manner as the Fund. If permitted by applicable law, any such investment may
be made in the sole discretion of the Company's board of directors without a
vote of the Fund's shareholders. However, shareholders will be given at least 30
days prior notice of any such investment. Such an investment would be made only
if the board of directors determines it to be in the best interests of the Fund
and its shareholders based on potential cost savings, operational efficiencies
or other factors. No assurance can be given that costs would be materially
reduced if this option were implemented.

<PAGE>

INVESCO ^ FLEXIBLE FUNDS, INC.

INVESCO Balanced Fund

A no-load mutual fund seeking capital
appreciation and current income.

PROSPECTUS
December 1, ^ 1998

INVESCO FUNDS

INVESCO Distributors, Inc. (SM)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our
convenient Investor Centers:
Cherry Creek
155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue
Lobby Level

In addition, all documents
filed by the Company with the
Securities and Exchange
Commission can be located on a Web
site maintained by the Commission at
http://www.sec.gov.

<PAGE>

PROSPECTUS
December 1, ^ 1998

INVESCO MULTI-ASSET ALLOCATION FUND

INVESCO Multi-Asset Allocation Fund (the "Fund") seeks to achieve a high
total return on investment through capital appreciation and current income. The
Fund invests in six asset classes: stocks of large-capitalization companies,
stocks of small-capitalization companies, equity real estate securities,
international equity securities, fixed-income securities and cash securities.
Allocating assets among these different classes allows the Fund to take
advantage of attractive investment opportunities in various sectors of the
capital markets while providing diversification to reduce risk.

The Fund is a series of INVESCO ^ Flexible Funds, Inc. (formerly, INVESCO
Multiple Asset Funds, Inc.) (the "Company"), a diversified, managed no-load
mutual fund, consisting of two separate portfolios of investments. A separate ^
Prospectus is available upon request from INVESCO Distributors, Inc. for the
Company's other Fund, INVESCO Balanced Fund. Investors may purchase shares of
either or both of the Funds. Additional funds may be offered in the future.

<PAGE>

TABLE OF CONTENTS
Page

ESSENTIAL INFORMATION.....................................................^ 33

ANNUAL FUND EXPENSES......................................................^ 34

FINANCIAL HIGHLIGHTS......................................................^ 36

INVESTMENT OBJECTIVE AND STRATEGY.........................................^ 38

INVESTMENT POLICIES AND RISKS.............................................^ 41

THE FUND AND ITS MANAGEMENT...............................................^ 44

FUND PRICE AND PERFORMANCE................................................^ 47

HOW TO BUY SHARES.........................................................^ 47

FUND SERVICES.............................................................^ 51

HOW TO SELL SHARES........................................................^ 52

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS..................................^ 54

ADDITIONAL INFORMATION....................................................^ 56

<PAGE>

ESSENTIAL INFORMATION

Investment Goal And Strategy: The ^ Fund seeks a high total return on
investment through capital appreciation and current income ^ by investing in a
strategic mixture of common stocks (both large- and small-cap), foreign
equities, equity real estate securities (primarily real estate investment
trusts), fixed-income securities and cash. Allocations are based upon the
projected investment returns for each class. There is no guarantee that the Fund
will meet its objective. See "Investment Objective And Strategy" and "Investment
Policies And Risks."

Designed For: Investors who want to diversify their portfolios among
various types of investments in a single fund. While not intended as a complete
investment program, the Fund may be a valuable element of your investment
portfolio. You also may wish to consider the Fund as part of a Uniform
Gifts/Transfers To Minors Act Account or systematic investing strategy. The Fund
may be a suitable investment for many types of retirement programs, including
various Individual Retirement Account (" ^ IRAs"), 401(k), Profit Sharing, Money
Purchase Pension and 403(b) plans.

Time Horizon: Because the value of its holdings varies, the Fund's price
per share will fluctuate. Investors should consider this a medium- to long-term
investment.

Risks: The Fund's investments in fixed-income securities are subject to
credit risk and market risk. Its returns on foreign investments may be
influenced by currency fluctuations and other risks of investing overseas. The
market prices of the small-cap stocks in which the Fund invests may be more
volatile than those of large-cap stocks. The Fund's investments in real estate
securities have many of the same risks as the direct ownership of real estate.
See "Investment Objective And Strategy" and "Investment Policies And Risks."

Organization and Management: The Fund is a series of the Company. The Fund
is owned by its shareholders. It employs INVESCO Funds Group, Inc. (" ^
INVESCO"), founded in 1932, to serve as investment adviser, administrator and
transfer agent. INVESCO Management & Research, Inc. ("IMR") serves as
sub-adviser. Together, ^ INVESCO and IMR constitute "Fund Management." ^ INVESCO
Distributors, Inc. ("IDI"), founded in 1997 as a wholly-owned subsidiary of ^
INVESCO, is the Fund's distributor.

The Fund is ^ managed by a team of investment professionals which is headed
by Bob Slotpole. Mr. Slotpole has 20 years of investment experience ^. See "The
Fund And Its Management."

^ INVESCO, IMR and IDI are subsidiaries of AMVESCAP PLC, an international
investment management company that ^ managed approximately ^ $261 billion in
assets as of June 30, 1998. AMVESCAP PLC, is based in London with money managers
located in Europe, North America and the Far East.

<PAGE>

This Fund offers all of the following services at no charge:
Telephone purchases
Telephone exchanges
Telephone redemptions
Automatic reinvestment of distributions
Regular investment plans, such as EasiVest (the Fund's automatic
monthly investment program), Direct Payroll Purchase and Automatic
Monthly Exchange
Periodic withdrawal plans

See "How To Buy Shares" and "How To Sell Shares."

Minimum Initial Investment: $1,000, which is waived for regular investment
plans, including EasiVest and Direct Payroll Purchase, and certain retirement
plans.

Minimum Subsequent Investment: $50 (Minimums are lower for certain
retirement plans.)

ANNUAL FUND EXPENSES

We calculate annual operating expenses as a percentage of the Fund's
average annual net assets. To keep expenses competitive, ^ INVESCO and IMR
voluntarily reimburse the Fund for ^ certain expenses in excess of 1.50%
(excluding excess amounts that have been offset by the expense offset
arrangement described below) of the Fund's average net assets.

Annual Fund Operating Expenses
(as a percentage of average net assets)

Management Fee 0.75%
12b-1 Fees 0.25%
Other Expenses(1)(2) ^ 0.54%
Total Fund Operating Expenses(1)(2) ^ 1.54%

(1) It should be noted that the Fund's actual total operating expenses were
lower than the figures shown, because the Fund's custodian fees were reduced
under an expense offset arrangement. However, as a result of an SEC requirement
^, the figures shown above do not reflect these reductions. In comparing
expenses for different years, please note that the ^ Ratios of Expenses to
Average Net Assets shown under "Financial Highlights" do reflect reductions for
periods prior to the fiscal year ended July 31, 1996. See "The Fund And Its
Management."

<PAGE>

(2) Certain expenses of the Fund are being absorbed voluntarily by ^ INVESCO and
IMR. In the absence of such absorbed expenses, the Fund's "Other Expenses" and
"Total Fund Operating Expenses" would have been ^ 0.92% and ^ 1.92%,
respectively, based on the Fund's actual expenses for the fiscal year ended July
31, ^ 1998.

Example

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$16 $49 $85 $186

<PAGE>

FINANCIAL HIGHLIGHTS
(For a Fund Share Outstanding Throughout Each Period)

The following information has been audited by ^ PricewaterhouseCoopers
LLP, independent accountants. This information should be read in conjunction
with the audited financial statements and the ^ Report of Independent
Accountants thereon appearing in the Company's ^ 1998 Annual Report to
Shareholders, which is incorporated by reference into the Statement of
Additional Information. Both are available without charge by contacting IDI at
the address or telephone number shown ^ on the back of this Prospectus. The
Annual Report also contains more information about the Fund's performance.

<TABLE>
<CAPTION>
Period
Ended
Year Ended July 31 July 31

------------ --------------------------------------- ---------
1998 1997 1996 1995 1994^
<S> <C> <C> <C> <C> <C>

Multi-Asset Allocation Fund

PER SHARE DATA
Net Asset Value ^--
Beginning of Period $13.75 $11.55 $10.84 $9.68 $10.00
----------- --------------------------------------- ----------

INCOME FROM INVESTMENT
OPERATIONS

Net Investment Income 0.24 0.25 0.28 0.28 0.06
Net Gains or (Losses) on
^ Securities (Both ^ Realized
and Unrealized) 0.77 3.18 0.89 1.16 (0.32)
----------- --------------------------------------- ----------

Total from Investment

Operations 1.01 3.43 1.17 1.44 (0.26)
----------- --------------------------------------- ----------

LESS DISTRIBUTIONS
Dividends from Net

Investment Income 0.25 0.25 0.28 0.28 0.06

Distributions from

Capital Gains 1.54 0.98 0.18 0.00 0.00
----------- --------------------------------------- ----------
Total Distributions 1.79 1.23 0.46 0.28 0.06
----------- --------------------------------------- ----------
Net Asset Value ^--
End of Period $12.97 $13.75 $11.55 $10.84 $9.68
=========== ======================================= ==========
TOTAL RETURN 8.15% 31.41% 10.96% 15.11% (2.60%)*

<PAGE>

RATIOS

Net Assets ^-- End of ^ Period
($000 Omitted) $20,945 $17,117 $9,574 $7,778 $4,958
Ratio of Expenses to
Average Net Assets# 1.54%@ 1.55%@ 1.62%@ 1.50% 1.50%~
Ratio of Net Investment ^ Income
to Average ^ Net Assets# 1.78% 2.19% 2.43% 2.99% 2.23%~
Portfolio Turnover Rate 101% 98% 92% 79% 42%*
Average Commission Rate ^ Paid^^ $0.0594 $0.0555 ^-- -- --

</TABLE>

^ From December 1, 1993, commencement of investment operations, to July 31,
1994.

* Based on operations for the period shown and, accordingly, are not
representative of a full year.

# Various expenses of the Fund were voluntarily absorbed by ^ INVESCO and IMR
for the years ended July 31, 1998, 1997, 1996 ^, 1995 and ^ the period
ended July 31, 1994. If such expenses had not been voluntarily absorbed,
ratio of expenses to average net assets would have been 1.92%, 1.97%,
2.24%, 2.47% and 5.14% (annualized), respectively, and ratio of net
investment income (loss) to average net assets would have been 1.40%,
1.77%, 1.81%, 2.02% and (1.41%) (annualized), respectively.

@ Ratio is based on Total Expenses of the Fund, less Expenses Absorbed by
Investment Adviser, which is before any expense offset arrangements.

~ Annualized

<PAGE>

^ INVESTMENT OBJECTIVE AND STRATEGY

^ The Fund seeks a high total return on investment through capital
appreciation and current income. This investment objective is fundamental and
may not be changed without the approval of the Fund's shareholders. The Fund ^
seeks to achieve this objective by allocating its assets among six asset
classes: stocks of large-capitalization companies (large-cap stocks); stocks of
small-capitalization companies (small-cap stocks); equity real estate
securities, primarily real estate investment trusts; international equity
securities; fixed-income securities; and cash securities. There is no ^
assurance that the ^ Fund's investment objective will be met.

The Fund may allocate its assets among these six classes within specified
ranges. Current allocations are based on Fund Management's projections of
investment returns for each class. The Fund's "benchmark mix" of assets
represents the expected allocation when the projected returns for all six
classes are normal relative to the others based on historical investment
returns. If we believe the return for a particular class will be higher than
normal relative to the others, the Fund invests in that class more heavily than
the benchmark suggests. Conversely, if we estimate lower-than-normal returns for
a particular class relative to the others, it is underweighted relative to the
benchmark mix. The historical performance of each class is measured by using a
comparative index of securities for the class. The Fund's six asset classes,
investment ranges, benchmark mix and comparative indices are set forth below:

Percentage Bench-
Asset of Fund's mark
Class Total Assets Mix Comparative Index
- --------------------------------------------------------------------------------
Large-cap stocks 0-70% 35% S&P 500

Small-cap stocks 0-30% 10% Russell 2000

Real estate equity
securities 0-30% 10% NAREIT Equity
REIT Index

International
stocks 0-30% 10% MSCI-EAFE

Fixed-income 0-50% 25% Lehman Brothers
Aggregate Bond

Cash securities 0-30% 10% 90-day T-bills

Fund Management regularly reviews the Fund's investment allocations and
will vary the amount invested in each class within the ranges set forth above
depending upon its assessment of business, economic and market conditions.
However, we do not attempt to "time" the various markets or make sudden, major
shifts in weightings. Any allocation adjustments are made gradually and in

<PAGE>

accordance with the Fund's objective of seeking a high total return. While the
percentage of the Fund's assets invested in each class will vary from time to
time, the Fund does not anticipate altering the benchmark mix. However, Fund
Management reserves the right to add or delete asset classes and to adjust the
percentage of each class in the benchmark mix accordingly. The Fund will not add
or delete asset classes without giving shareholders such notice as may be
required under the circumstances.

The Fund's investment portfolio is actively traded. There are no
limitations regarding portfolio turnover for either the equity or fixed-income
portions of the Fund's portfolio. Although the Fund does not trade for
short-term profits, securities may be sold without regard to the time they have
been held when, in the opinion of Fund Management, investment considerations
warrant such action. The Fund's portfolio turnover rate therefore may be higher
than other mutual funds with similar objectives. Increased portfolio turnover
may result in greater brokerage commissions and acceleration of capital gains
which are taxable when distributed to shareholders. The Statement of Additional
Information includes an expanded discussion of the Fund's portfolio turnover
rate, its brokerage practices and certain federal income tax matters.

The amount invested in stocks, bonds and cash securities may vary from
time to time depending upon Fund Management's assessment of business, economic
and market conditions. When we believe market or economic conditions are
unfavorable, the Fund may assume a defensive position by temporarily investing
up to 100% of its assets in ^ high-quality money market instruments, such as
short-term U.S. government obligations, commercial paper or repurchase
agreements, seeking to protect its assets until conditions stabilize. Under
normal market conditions, the Fund does not expect to have a substantial portion
of its assets invested in cash securities.

Equity Holdings

In managing the equity portions of the Fund's portfolio (large-cap stocks,
small-cap stocks, equity real estate securities and international stocks), Fund
Management applies a combination of quantitative strategies and traditional
stock selection methods to a broad universe of stocks in order to uncover
attractive values. Typically, common stocks and, to a lesser degree, preferred
stocks and securities convertible into common stocks, will be examined
quantitatively for their exposure to certain factors that we believe are helpful
in selecting equities that can be expected to show superior future performance.
These factors include earnings-to-price ratio, book value-to-price ratio,
earnings estimate revision momentum, relative market strength compared to
competitors, inventory/sales trend and financial leverage. A stock's expected
return is estimated based on these factors and estimated trading costs. Next a
computer optimization process suggests a portfolio that seeks to maximize
expected return at a controlled level of risk. Traditional fundamental analysis
is then employed to make the final selection of holdings.

Large-cap stocks. These holdings are selected from the 1,000 largest
publicly-traded U.S. companies. Size is determined by measuring a firm's market
capitalization -- the market value of all of a company's equity securities.
These securities are traded principally on U.S. national stock exchanges but
also may be traded on regional stock exchanges or in the over-the-counter (OTC)
market. Large-cap stocks may offer higher dividends than the stocks of
smaller-cap firms.

The index used to measure the historical performance of large-cap stocks
is the Standard & Poor's 500, which is composed of 500 widely held common stocks
listed on the New York or American Stock Exchange or on the NASDAQ OTC market.

<PAGE>

Small-cap stocks. The Fund seeks its small-cap holdings from companies
having market capitalizations smaller than the 1,000 largest publicly-traded
U.S. companies. These small-cap stocks typically pay no or only minimal
dividends and may involve greater risks than securities of larger, more
established companies. However, because of their long-term prospects, they may
offer the potential for greater price appreciation.

The index used to measure the historical performance of small-cap stocks
is the Russell 2000, which is composed of the 2,000 publicly-traded U.S.
companies that are next in size after the 1,000 largest publicly traded U.S.
companies, measured by market capitalization.

Real estate equity securities. The Fund focuses its real estate
investments on equity real estate investment trusts (REITs) but may also invest
in real estate development and real estate operating companies, as well as other
real estate-related businesses. Equity REITs are trusts that sell shares to
investors and invest the proceeds in real estate. The index used is the NAREIT
Equity REIT, which is composed of all tax-qualified REITs listed on the New York
and American Stock Exchanges, plus those listed on the NASDAQ National Market
System.

International stocks. The Fund may invest in international equity
securities directly or through American Depository Receipts ("ADRs"). Up to 25%
of the Fund's total assets, measured at the time of purchase, may be invested
directly in foreign securities. Investments in Canadian securities and ADRs are
not included in this limitation. ADRs are receipts representing shares of a
foreign corporation held by a U.S. bank that entitle the holder to all dividends
and capital gains. ADRs are denominated in U.S. dollars and trade in the U.S.
securities markets. The index used is the Morgan Stanley Capital Index-Europe,
Australia and Far East (MSCI-EAFE), which is composed of companies listed on
exchanges in countries of those specific regions.

Fixed Income and Cash Holdings

Fixed-income. For the fixed-income portion of the holdings, we select only
obligations of the U.S. government, its agencies and instrumentalities, or
investment grade corporate bonds. These securities tend to offer lower income
than bonds of lower quality but are more shielded from credit risk. Obligations
issued by government agencies or instrumentalities may include some supported
only by the credit of the issuer rather than backed by the full faith and credit
of the U.S. government. The Fund also may invest up to 25% of its total assets
in fixed-income securities issued by foreign companies. The Fund may hold
securities of any maturity (from less than one year up to 30 years), with the
average maturity varying depending upon economic and market conditions.

The index used to measure the historical performance of fixed-income
securities is the Lehman Brothers Aggregate Bond, which is composed of
fixed-rate, investment grade domestic corporate bond issues, plus U.S.
government treasury and agency securities, Yankee bonds (U.S. traded debt issued
or guaranteed by foreign governments) and mortgage-backed securities.

Cash securities. The Fund's cash securities may include domestic
certificates of deposit and bankers' acceptances, repurchase agreements,
commercial paper and U.S. government and agency securities and investment grade
corporate bonds with remaining maturities of one year or less.

<PAGE>

INVESTMENT POLICIES AND RISKS

Small-Cap Stocks. Small-cap companies frequently have limited operating
histories, product lines and financial and managerial resources. They may
experience intense competitive pressures from larger, more established firms in
the same industry. The market prices of small-cap stocks may be more volatile
than those of large-cap stocks both because they typically trade in lower
volumes and because small-cap firms may be more vulnerable to changes in their
earnings or prospects. As a result, small-cap companies may experience
substantial losses as well as significant growth.

Real Estate Securities. Real estate securities have many of the same risks
as the direct ownership of real estate, including the risk that the property
will decline in value, and risks related to general and local economic
conditions, overbuilding, property tax and operating expense increases and
fluctuating rental income. REITs have the additional factors of management
skill, potentially inadequate diversification, and favorable financing to
consider. REITs are also subject to the possibility of failing to qualify for
tax-free pass-through of income under the Internal Revenue Code of 1986 and
failing to maintain exemption from the Investment Company Act of 1940.

The lower a bond's quality, the more it is subject to credit risk and
market risk and the more speculative it becomes; this is also true of most
unrated debt securities. The Fund seeks to reduce these risks by investing only
in investment grade debt securities (those rated AAA, AA, A or BBB by S&P or
Aaa, Aa, A or Baa by Moody's or, if unrated, are judged by Fund Management to be
of equivalent quality). These bonds enjoy strong to adequate capacity to pay
principal and interest. Securities rated BBB or Baa are considered to be of
medium grade and may have speculative characteristics. While Fund Management
continuously monitors all of the debt securities in the Fund's portfolio for the
issuer's ability to make required principal and interest payments and other
quality factors, it may retain a bond whose rating is changed to one below the
minimum rating required for purchase of the security.

<PAGE>

The Fund also may invest in stripped mortgage- or asset-backed securities,
in which the principal and interest payments on the underlying pool of loans are
separated or "stripped" to create two classes of securities. In general, the
interest-only, or IO, class receives all of the interest payments and the
principal-only, or PO, class receives all of the principal payments. The market
prices of these securities generally are more sensitive to changes in interest
and prepayment rates than traditional mortgage and asset-backed securities and
may be extremely volatile.

For U.S. investors, the returns on foreign securities are influenced not
only by the returns on the foreign investments themselves but also by currency
fluctuations. That is, when the U.S. dollar generally rises against a foreign
currency, returns for a U.S. investor on foreign securities denominated in that
foreign currency may decrease. By contrast, in a period when the U.S. dollar
generally declines, those returns may increase.

Other aspects of international investing to consider include:

-less publicly available information than is generally available about U.S.
issuers;

-differences in accounting, auditing and financial reporting standards;

-generally higher commission rates on foreign portfolio transactions and
longer settlement periods;

-smaller trading volumes and generally lower liquidity of foreign stock
markets, which may cause greater price volatility; and

<PAGE>

-^ investment income on certain foreign securities may be subject to
foreign withholding taxes, which may reduce dividend income or capital gains
payable to shareholders.

<PAGE>

Securities Lending. The Fund may seek to earn additional income by lending
securities to qualified brokers, dealers, banks, or other financial
institutions, on a fully collateralized basis. For further information on this
policy, see "Investment Policies And Restrictions" in the Statement of
Additional Information.

Investment Restrictions. Certain restrictions, which are identified in the
Statement of Additional Information, may not be altered without the approval of
the Fund's shareholders. For example, with respect to 75% of its total assets,
the Fund limits to 5% the portion of its total assets that may be invested in
any one issuer (other than cash items and U.S. government securities). In
addition, the Fund limits to 25% the portion of its total assets that may be
invested in any one industry (other than U.S. government securities). Other
fundamental restrictions prohibit the Fund from lending more than 33-1/3% of its
total assets to other parties and from borrowing money, except that the Fund may
borrow for temporary or emergency purposes, and enter into reverse repurchase
agreements in an amount not exceeding 33 1/3% of its total assets.

For a further discussion of risks associated with an investment in the
Fund, see "Investment Policies ^ And Restrictions" and "Investment Practices" in
the Statement of Additional Information.

THE FUND AND ITS MANAGEMENT

The Company is a no-load mutual fund, registered with the Securities and
Exchange Commission as a diversified, open-end, management investment company.
It was incorporated on August 19, 1993, under the laws of Maryland. On September
10, 1998, the name of the Company was changed to INVESCO Flexible Funds, Inc.

<PAGE>

The Company's board of directors has responsibility for overall supervision
of the Fund and reviews the services provided by the investment adviser and
investment sub-adviser. Under an agreement with the ^ Company, INVESCO, 7800 E.
Union Avenue, Denver, Colorado 80237, serves as the Fund's investment ^ adviser;
it is primarily responsible for providing the Fund with various administrative
services. An affiliate of ^ INVESCO, IMR, 101 Federal Street, Boston,
Massachusetts, is the Fund's sub-adviser and is primarily responsible for ^
providing the Fund with portfolio management. INVESCO and IMR may be referred to
herein collectively as "Fund Management."

INVESCO, IMR and IDI are indirect, wholly-owned subsidiaries of AMVESCAP
PLC. AMVESCAP PLC is a publicly traded holding company that, through its
subsidiaries, engages in the business of investment management on an
international basis. INVESCO PLC changed its name to AMVESCO PLC on March 3,
1997 and to AMVESCAP PLC on May 8, 1997, as part of a merger between a direct
subsidiary of INVESCO PLC and A I M Management Group Inc., that created one of
the largest independent investment management businesses in the world. INVESCO
and IMR continued to operate under their existing names. AMVESCAP PLC had
approximately $261 billion in assets under management as of June 30, 1998.
INVESCO was established in 1932 and, as of July 31, 1998, managed 14 mutual
funds, consisting of 49 separate portfolios, with combined assets of
approximately $19.6 billion on behalf of 884,099 shareholders. IMR also acts as
sub-adviser to the INVESCO Small Company Value Fund and offers investment
services to U.S. institutions and wealthy individuals.

The Fund is managed by a team of specialists, headed by Bob Slotpole, with
expertise in the various asset classes in which the Fund invests. ^ Mr.
Slotpole, portfolio manager since 1993 for INVESCO Management & Research, Inc.,
has served as lead portfolio manager of the Fund since 1994 and is primarily
responsible for the overall allocation of the Fund's investments among the six
asset classes. He is also the portfolio manager of INVESCO Small Company Value
Fund. His recent career includes these highlights: He developed the program
trading department at First Boston (1985 to 1992) and served with the
proprietary options department at Lehman Brothers (1983 to 1984). B.S., State
University of New York at Buffalo; M.B.A., Stanford University.

Fund Management permits investment and other personnel to purchase and sell
securities for their own accounts, subject to a compliance policy governing
personal investing. This policy requires Fund Management's personnel to conduct
their personal investment activities in a manner that Fund Management believes
is not detrimental to the Fund or Fund Management's other advisory clients. See
the Statement of Additional Information for more detailed information.

The Fund pays ^ INVESCO a monthly management fee which is based upon a
percentage of the Fund's average net assets determined daily. The management fee
is computed at the annual rate of 0.75% on the first $500 million of the Fund's
average net assets; 0.65% on the next $500 million of the Fund's average net
assets; and 0.50% on the Fund's average net assets over $1 billion. For the
fiscal year ended July 31, ^ 1998, investment ^ management fees paid by the Fund
amounted to 0.75% of the Fund's average net assets. Out of this fee, ^ INVESCO
paid an amount equal to ^ 0.33% of the Fund's average net assets to IMR as a
sub-advisory fee. No fee is paid by the Fund to IMR.

<PAGE>

Under a Distribution Agreement ^, IDI provides services relating to the
distribution and sale of the Fund's shares. IDI, established in 1997, is a
registered broker-dealer that acts as distributor for all retail funds advised
by ^ INVESCO. Prior to September 30, 1997, ^ INVESCO served as the Fund's
distributor.

The Fund's expenses, which are accrued daily, are deducted from total
income before dividends are paid. Total expenses of the Fund (prior to any
expense offset ^ arrangements) for the fiscal year ended July 31, ^ 1998,
including investment ^ advisory fees (but excluding brokerage commissions, which
are a cost of acquiring securities), amounted to ^ 1.54% of the Fund's average
net assets. Certain Fund expenses ^ were absorbed voluntarily by ^ INVESCO and
IMR pursuant to a commitment to the Fund to ensure that the Fund's total
operating expenses ^(after expense offset arrangements) did not exceed 1.50% of
the Fund's average net assets. In the absence of this voluntary expense
limitation, the Fund's total operating expenses for the year ended July 31, ^
1998, would have been ^ 1.92% of the Fund's average net assets. This commitment
may be changed following consultation with the Company's board of directors.

Fund Management places orders for the purchase and sale of portfolio
securities with brokers and dealers based upon Fund Management's evaluation of
such ^ brokers' and dealers' financial responsibility coupled with their ability
to effect transactions at the best available prices. As discussed under "How To
Buy Shares -^ Distribution Expenses," the Fund may market its shares through
intermediary brokers or dealers that have entered into Dealer Agreements with ^
INVESCO or IDI, as the Fund's distributor. The Fund may place orders for
portfolio transactions with qualified ^ brokers and dealers that recommend the
Fund or sell shares of the Fund, to clients, or act as agent in the purchase of
Fund shares for clients, if Fund Management believes that the quality of the
execution of the transaction and level of commission are comparable to those
available from other qualified brokerage firms. For further information, see
"Investment Practices - ^ Placement of Portfolio Brokerage" in the Statement of
Additional Information.

<PAGE>

FUND PRICE AND PERFORMANCE

Performance Data. To keep shareholders and potential investors informed,
we will occasionally advertise the Fund's total return for one-, five-, and
ten-year periods (or since inception). Total return figures show the average
annual rate of return on a $1,000 investment in the Fund, assuming reinvestment
of all dividends and capital gain distributions for the ^ periods cited.
Cumulative total return shows the actual rate of return on an investment ^ for
the periods cited; average annual total return represents the average annual
percentage change in the value of an investment. Both cumulative and average
annual total returns tend to "smooth out" fluctuations in the Fund's investment
results, because they do not show the interim variations in performance over the
periods cited. More information about the Fund's recent and historical
performance is contained in the Fund's Annual Report to Shareholders. You can
get a free copy by calling or writing to ^ IDI using the phone number or address
on the ^ back of this Prospectus.

When we quote mutual fund rankings published by Lipper Analytical
Services, Inc., we may compare the Fund to others in its category of Flexible
Portfolio Funds, as well as the broad-based Lipper general fund groupings. These
rankings allow you to compare the Fund to its peers. Other independent financial
media also produce performance- or service-related comparisons, which you may
see in our promotional materials. For more information, see "Fund Performance"
in the Statement of Additional Information.

Performance figures are based on historical investment results and are not
intended to suggest future performance.

HOW TO BUY SHARES

Fund Management reserves the right to increase, reduce or waive the
minimum investment requirements in its sole discretion, where it determines this
action is in the best interests of the Fund. ^ Fund Management reserves the
right in its sole discretion to reject any order for the purchase of Fund shares
(including purchases by exchange) when, in its judgment, such rejection is in
the Fund's best interests.

<PAGE>

HOW TO BUY SHARES
================================================================================

Method Investment Minimum Please Remember
- --------------------------------------------------------------------------------

By Check

Mail to: $1,000 for regular If your check does
INVESCO Funds Group, Inc., account; not clear, you will be
P.O. Box 173706, responsible for any
Denver, CO related loss the Fund
80217-3706 or ^ INVESCO incurs.
Or you may send If you are already a
your check by shareholder in the
overnight courier INVESCO funds, the
to: 7800 E. Union Fund may seek
Ave., reimbursement from your
Denver, CO 80237 existing account(s)
for any loss incurred.

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

By Telephone or
Wire
Call 1-800-525-8085 $1,000. Payment must be
to request your received wihtin 3
purchase. Then send business days, or
your check by the transaction may
overnight courier be canceled. If a
to our streeeet purchase is
address: canceled due to
7800 E. Union Ave., nonpayment, you
Denver, CO 80237. will be responsible
Or you may transmit for any related
your payment by loss the Fund or ^
bank wire (call ^ INVESCO incurs. If
INVESCO for you are already a
instructions). shareholder in the
INVESCO funds, the
Fund may seek
reimbursement from
your existing
account(s) for any
loss incurred.

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

With EasiVest or
Direct Payroll
Purchase
You may enroll on $50 per month for Like all regular
the fund EasiVest; $50 per investment plans,
application, or pay period for neither EasiVest
call us for the Direct Payroll nor Direct Payroll
correct form and Purchase. You may Purchase ensures a
more details. start or stop your profit or protects
Investing the same regular investment against loss in a
amount on a monthly plan at any time, falling market.
basis allows you to with two weeks' Because you'll
buy more shares notice to ^ invest continually,
when prices are low INVESCO regardless of
and fewer shares varying price
when prices are levels, consider
high. This your financial
"dollar-cost ability to keep
averaging" may help buying through low
offset market price levels. And
fluctuations. Over remember that you
a period of time, will lose money if
your average cost you redeem your
per share may be shares when the
less than the market value of all
actual average your shares is less
price per share. than their cost.

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

By PAL
Your "Personal $1,000; $250 Be sure to write
Account Line" is for an IRA. down the
available for confirmation number
subsequent provided by PAL.
purchases and Payment must be
exchanges 24-hours received within 3
a day. Simply call business days, or
the transaction may
be canceled. If a
telephone purchase
is canceled due to
nonpayment, you
will be responsible
for any related
loss the Fund or ^
INVESCO incurs. If
you are already a
shareholder in the
INVESO funds, the
Fund may seek
reimbursement from
your existing
account(s) for any
loss incurred.

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

By Exchange

Between this and $1,000 to open See "Exchange
another of the new account; $50 Policy" page 50.
INVESCO funds. Call for written
1-800-525-8085 for requests to
prospectuses of purchase additional
- --------------------------------------------------------------------------------
<PAGE>

- --------------------------------------------------------------------------------
other INVESCO funds. shares for an
You may also establish existing account.
an Automatic Monthly (The exchange
Exchange service minimum is $250 for
between two INVESCO purchases requested
funds; call ^ by telephone.)
INVESCO for further
details and the
correct form.

================================================================================

Please note these policies regarding exchanges of fund shares:

1) The fund accounts must be identically registered.

2) You may make four exchanges out of each fund during each calendar
year.

3) An exchange is the redemption of shares from one fund followed by
the purchase of shares in another. Therefore, any gain or loss
realized on the exchange is recognizable for federal income tax
purposes (unless, of course, your account is tax-deferred).

4) ^ In order to prevent abuse of this policy to the disadvantage of
other shareholders, the Fund reserves the right to ^ temporarily or
permanently terminate the exchange option of any shareholder who
requests more than four exchanges in a year, or at any time the Fund
determines the actions of the shareholder are detrimental to Fund
performance and shareholders. The Fund will determine whether to do
so based on a consideration of both the number of exchanges any
particular shareholder, or group of shareholders, has requested and
the time period over which those exchange requests have been made,
together with the level of expense to the Fund which will result
from effecting additional exchange requests. The Fund is intended to
be a long-term investment vehicle and is not designed to provide
investors the means of speculation on short-term market movements.

5) Notice of all such modifications or ^ terminations of the exchange
privilege that would affect all Fund shareholders will be given at
least 60 days prior to the effective date of the change in
^ policy, except ^ in unusual ^ circumstances (such as when
redemptions of the exchanged shares are suspended under
Section 22(e) of the Investment Company Act of 1940,
or when sales of the fund into which you are
exchanging are temporarily ^ suspended).

<PAGE>

administrative services for the Fund. Such services may include, among other
things, processing new shareholder account applications, preparing and
transmitting to the Fund's transfer agent computer-processable tapes of all
transactions by customers and serving as the primary source of information to
customers in answering questions concerning the Fund and their transactions with
the Fund.

FUND SERVICES

<PAGE>

Investment Summaries. Each calendar quarter, shareholders receive a
written statement which consolidates and summarizes account activity and value
at the beginning and end of the period for each of their INVESCO funds.

Reinvestment of Distributions. Dividends and other distributions are
automatically ^ reinvested in additional fund shares at the NAV on the
ex-dividend or ex-distribution date, unless you choose to have dividends and/or
capital gain distributions automatically reinvested in another INVESCO fund or
paid by check (minimum of $10.00).

Retirement Plans And IRAs. Fund shares may be purchased for ^ IRAs and
many types of tax-deferred retirement plans. ^ INVESCO can supply you with
information and forms to establish or transfer your existing plan or account.

HOW TO SELL SHARES

Please specify from which fund you wish to redeem shares. Shareholders
have a separate account for each fund in which they invest.

HOW TO SELL SHARES
================================================================================

Method Minimum Redemption Please Remember
================================================================================

By telephone
Call us toll-free $250 (or,if less, These telephone
at 1-800-525-8085 full liquidation of redemption
the account) for a privileges may be
redemption check; modified or
$1,000 for a wire terminated in the
to bank of record. future at ^
The maximum amount INVESCO's
which may be discretion ^.
redeemed by
telephone is
generally $25,000.

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

<PAGE>

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

^ In Writing
Mail your request Any amount. The If the shares to be
to INVESCO Funds redemption request redeemed are
Group, Inc., P.O. must be signed by represented by
Box 173706, all registered ^ stock certificates,
Denver, CO account owners. the certificates
80217-3706. You may Payment will be must be sent to ^
also send your mailed to your INVESCO
request by address of record,
overnight courier or to a
to 7800 E. Union pre-designated
Ave., Denver, CO bank.
80237

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

By Exchange
Between this and $1,000 to open a See "Exchange
another of the new account; $50 Policy," page ^ 50.
INVESCO funds. Call for written
1-800-525-8085 for requests to
prospectuses of purchase additional
other INVESCO funds. shares for an
You may also existing account.
establish an (The exchange
automatic monthly minimum is $250 for
exchange service exchanges requested
between two INVESCO by telephone.)
funds; call ^
INVESCO for further
details and the
correct form.

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

Periodic Withdrawal
Plan
You may call us to $100 per payment, You must have at
request the on a monthly or least $10,000 total
appropriate form quarterly basis. invested with the
and more The redemption INVESCO funds, with
information at check may be made at least $5,000 of
1-800-525-8085 payable to any that total invested
party you in the fund from
designate. which withdrawals
will be made.
- --------------------------------------------------------------------------------
<PAGE>

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

Payment to Third
Party
Mail your request Any amount. All registered ^
to INVESCO Funds account owners must
Group, Inc., P.O. sign the request,
Box 173706, with a signature
Denver, CO guarantee from an
80217-3706. eligible guarantor
financial
institution, such
as a commercial
bank or recognized
national or
regional securities
firm.

================================================================================

Because of the high relative costs of handling small accounts, should the
value of any shareholder's account fall below $250 as a result of shareholder
action, the Fund reserves the right to involuntarily redeem all shares in such
account, in which case the account would be involuntarily liquidated and the
proceeds forwarded to the shareholder. Prior to any such redemption, a
shareholder will be notified and given 60 days to increase the value of the
account to $250 or more.

TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS

<PAGE>

Net realized capital gains of the Fund are classified as short-term and
long-term gains depending upon how long the Fund held the security that gave
rise to the gains. Short-term capital gains are included in income from
dividends and interest as ordinary income and are taxed at the taxpayer s
marginal tax rate. Long-term gains realized between May 7, 1997 and July 28,
1997 on the sale of securities held for more than 12 months are taxable at the
maximum rate of 20%. ^ Long-term gains realized between July 29, 1997 and
December 31, 1997 on the sale of securities held for more than one year but not
for more than 18 months are taxable at ^ the maximum rate of 28% (depending on
the shareholder's marginal tax rate). Long-term gains realized between July 29,
1997 and December 31, 1997 on the sale of securities held for more than 18
months are taxable at a maximum rate of 20% (depending on the shareholder's
marginal tax rate). Beginning January 1, 1998, the IRS Restructuring and Reform
Act of 1998, signed into law on July 24, 1998, lowers the holding period for
long-term capital gains entitled to the 20% capital gains tax rate from 18
months to 12 months. Accordingly, all long-term gains realized after December
31, 1997 on the sale of securities held for more than 12 months will be taxable
at a maximum rate of 20%. Note that the rate of capital gains tax is dependant
on the shareholder's marginal tax rate and may be lower than the above rates. At
the end of each year, information regarding the tax status of dividends and
other distributions is provided to shareholders. Shareholders should consult
their tax advisers as to the effect of ^ distributions by the Fund ^.

Shareholders ^ may realize capital gains or losses when they sell their
Fund shares at more or less than the price originally paid. Capital ^ gains on
shares held for more than one year will be long-term capital gains, in which
event ^ they will be subject to federal income tax at the rates indicated above.

The Fund may be subject to withholding of foreign taxes on dividends or
interest it receives on foreign securities. Foreign taxes withheld ^ may be
treated as an expense of the Fund.

Individuals and certain other non-corporate shareholders may be subject to
backup withholding of 31% on dividends, capital gain distributions and other
distributions and redemption proceeds. ^ You can avoid backup withholding on
your ^ account by ensuring that we have a correct, certified tax identification
number, unless you are subject to backup withholding for other reasons.

We encourage you to consult a tax adviser with respect to these matters.
For further information see "Dividends, Other Distributions ^ And Taxes" in the
Statement of Additional Information.

<PAGE>

Dividends and other distributions are paid to ^ shareholders who hold
shares on the record date of distribution, regardless how long the Fund shares
have been held by the shareholder. The Fund's share price will then drop by the
amount of the distribution on the ex-dividend or ex-distribution date. If a
shareholder purchases shares immediately prior to the distribution, the
shareholder will, in effect, have "bought" the distribution by paying the full
purchase price, a portion of which is then returned in the form of a taxable
distribution.

ADDITIONAL INFORMATION

<PAGE>

INVESCO ^ FLEXIBLE FUNDS, INC.

INVESCO Multi-Asset Allocation Fund

A no-load mutual fund seeking capital
appreciation and current income.

PROSPECTUS
December 1, ^ 1998

INVESCO FUNDS

INVESCO Distributors, Inc. (SM)
Distributor
Post Office Box 173706
Denver, Colorado 80217-3706

1-800-525-8085
PAL(R): 1-800-424-8085
http://www.invesco.com

In Denver, visit one of our
convenient Investor Centers:
Cherry Creek
155-B Fillmore Street;
Denver Tech Center
7800 East Union Avenue
Lobby Level

In addition, all documents
filed by the Company with the
Securities and Exchange
Commission can be located on
a Web site maintained by the
Commission at http://www.sec.gov.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
December 1, ^ 1998

^ INVESCO FLEXIBLE FUNDS, INC.
^(formerly, INVESCO Multiple Asset Funds, Inc.)
^ INVESCO Balanced Fund
INVESCO Multi-Asset Allocation Fund

Address: Mailing Address:

7800 E. Union Avenue Post Office Box 173706
Denver, Colorado 80237 Denver, Colorado 80217-3706
Telephone:
In continental U.S., 1-800-525-8085
- --------------------------------------------------------------------------------

INVESCO ^ Flexible Funds, Inc. (the "Company") is a ^ no-load, open-end,
diversified management investment company currently consisting of two separate
portfolios of investments^, INVESCO Multi-Asset Allocation Fund (the
"Multi-Asset Allocation Fund") and INVESCO Balanced Fund (the "Balanced Fund")
(collectively, the "Funds" and individually, a "Fund"). The investment objective
of each Fund is to provide investors with a high total return on investments
through capital appreciation and current income. Each Fund pursues its objective
by investing in a combination of equity securities and fixed-income securities.
Investors may purchase shares of either or both Funds. Additional funds may be
added in the future.

Separate Prospectuses for each of the Funds, dated December 1, ^ 1998,
which provide the basic information you should know before investing in a Fund,
may be obtained without charge from INVESCO Distributors, Inc., P.O. Box 173706,
Denver, Colorado 80217-3706. This Statement of Additional Information is not a
prospectus but contains information in addition to and more detailed than that
set forth in each ^ Prospectus. It is intended to provide you with additional
information regarding the activities and operations of the Fund and should be
read in conjunction with the ^ Prospectuses.

Investment Adviser: INVESCO FUNDS GROUP, INC.
Distributor: INVESCO DISTRIBUTORS, INC.

<PAGE>

TABLE OF CONTENTS
Page

INVESTMENT POLICIES AND RESTRICTIONS ^ 60

THE ^ FUNDS AND ^ THEIR MANAGEMENT ^ 70

HOW SHARES CAN BE PURCHASED ^ 81

HOW SHARES ARE VALUED ^ 84

FUND PERFORMANCE ^ 85

SERVICES PROVIDED BY THE FUND ^ 87

TAX-DEFERRED RETIREMENT PLANS ^ 88

HOW TO REDEEM SHARES ^ 88

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES ^ 89

INVESTMENT PRACTICES ^ 91

ADDITIONAL INFORMATION ^ 94

APPENDIX A 97

<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

As discussed in their respective Prospectuses in the sections entitled
"Investment Objective And Strategy" and "Investment Policies And Risks," the
Funds may invest in a variety of securities^ and employ a broad range of
investment techniques^ in seeking to achieve their respective investment
objectives. Such securities and techniques include the following:

Equity Securities. As described in the Prospectuses, equity securities
which may be purchased by the Funds consist of common, preferred and convertible
preferred stocks, and securities having equity characteristics such as rights,
warrants and convertible debt securities. Common stocks and preferred stocks
represent equity ownership interests in a corporation and participate in the
corporation's earnings through dividends which may be declared by the
corporation. Unlike common stocks, preferred stocks are entitled to stated
dividends payable from the corporation's earnings, which in some cases may be
"cumulative" if prior stated dividends have not been paid. Dividends payable on
preferred stock have priority over distributions to holders of common stock, and
preferred stocks generally have preferences on the distribution of assets in the
event of the corporation's liquidation. Preferred stocks may be "participating,"
which means that they may be entitled to dividends in excess of the stated
dividend in certain cases. The rights of common and preferred stocks are
generally subordinate to rights associated with a corporation's debt securities.
Rights and warrants are securities which entitle the holder to purchase the
securities of a company (generally, its common stock) at a specified price
during a specified time period. Because of this feature, the values of rights
and warrants are affected by factors similar to those which determine the prices
of common stocks and exhibit similar behavior (although often more volatile
behavior). Rights and warrants may be purchased directly or acquired in
connection with a corporate reorganization or exchange offer.

Convertible securities which may be purchased by the Funds include
convertible debt obligations and convertible preferred stock. A convertible
security entitles the holder to exchange it for a fixed number of shares of
common stock (or other equity security), usually at a fixed price within a
specified period of time. Until conversion, the holder receives the interest
paid on a convertible bond or the dividend preference of a preferred stock.

Convertible securities have an "investment value" which is the theoretical
value determined by the yield ^ they provide in comparison with similar
securities without the conversion feature. Investment value changes are based
upon prevailing interest rates and other factors. They also have a "conversion
value" which is ^ their worth in market value if the ^ securities were exchanged
for ^ their underlying equity ^ securities. Conversion value fluctuates directly
with the price of the underlying security. If conversion value is substantially
below investment value, the price of the convertible security is governed
principally by its investment value. If the conversion value is near or above
investment value, the price of the convertible security generally will rise
above investment value and may represent a premium over conversion value due to
the combination of the convertible security's right to interest (or dividend
preference) and the possibility of capital appreciation from the conversion
feature. A convertible security's price, when price is influenced primarily by
its conversion value, generally will yield less than a senior non-convertible
security of comparable investment value. Convertible securities may be purchased
at varying price levels above their investment values or conversion values.
However, there is no assurance that any premium above investment value or
conversion value will be recovered because prices change and, as a result, the
ability to achieve capital appreciation through conversion may be eliminated.

<PAGE>

American Depository Receipts. As discussed in the Prospectuses, the Funds
may invest in American Depository Receipts ("ADRs"). ADRs are receipts
representing shares of a foreign corporation held by a U.S. bank that entitle
the holder to all dividends and capital gains. ADRs are denominated in U.S.
dollars and trade in the U.S. securities markets. ADRs may be issued in
sponsored or unsponsored programs. In sponsored programs, the issuer makes
arrangements to have its securities traded in the form of ADRs; in unsponsored
programs, the issuer may not be directly involved in the creation of the
program. Although the regulatory requirements with respect to sponsored and
unsponsored programs are generally similar, the issuers of unsponsored ADRs are
not obligated to disclose material information in the United States and,
therefore, such information may not be reflected in the market value of the
ADRs.

Illiquid and 144A Securities. ^ As discussed in the section of the Funds'
Prospectuses entitled "Investment Policies And Risks," each Fund may invest in
illiquid securities, including restricted securities ^ and other investments
that are not readily marketable. Restricted securities are securities which are
subject to restrictions on their resale because they have not been registered
under the Securities Act of 1933 (the "1933 Act"). However, a Fund will not
purchase any such security if the purchase would cause the Fund to invest more
than 15% of its net assets, measured at the time of purchase, in illiquid
securities. Repurchase agreements maturing in more than seven days will be
considered as illiquid for purposes of this restriction. Investments in illiquid
securities involve certain risks to the extent that a Fund may be unable to
dispose of such a security at the time desired or at a reasonable price. In
addition, in order to resell a restricted security, a Fund might have to bear
the expense and incur the delays associated with effecting registration.

Each Fund also may invest in restricted securities, including restricted
securities that can be resold to institutional investors pursuant to Rule 144A
under the ^ 1933 Act ("Rule 144A Securities")^ if a liquid institutional trading
market exists.

^ In recent years, a large institutional market has developed for Rule
144A Securities. Institutional investors generally will not seek to sell these
instruments to the general public but instead will often depend on an efficient
institutional market in which Rule 144A Securities can readily be resold or on
an issuer's ability to honor a demand for repayment. Therefore, the fact that
there are contractual or legal restrictions on resale to the general public or
certain institutions is not dispositive of the liquidity of such investments.

Rule 144A under the 1933 Act establishes a "safe harbor" from the
registration requirements of the 1933 Act for resales of certain securitis to
qualified institutional buyers. Institutional markets for Rule 144A Securities
may provide both readily ascertainable values for Rule 144A Securities and the
ability to liquidate an investment in order to satisfy share redemption orders.
An insufficient number of qualified institutional buyers interested in
purchasing a Rule 144A Security held by the Fund, however, could adversely
affect the marketability of such security, and the Fund might be unable to
dispose of such security promptly or at reasonable prices.

<PAGE>

Obligations of Domestic Banks. These obligations consist of certificates
of deposit ("CDs") and bankers' acceptances issued by domestic banks (including
their foreign branches) having total assets in excess of $5 billion, which meet
the Funds' minimum rating requirements. CDs are issued against deposits in a
commercial bank for a specified period and rate and are normally negotiable.
Eurodollar CDs are certificates issued by a foreign branch (usually London) of a
U.S. domestic bank, and, as such, the credit is deemed to be that of the
domestic bank.

Bankers' acceptances are short-term credit instruments evidencing the
promise of the bank (by virtue of the bank's "acceptance") to pay at maturity a
draft which has been drawn on it by a customer (the "drawer"). These instruments
are used to finance the import, export, transfer or storage of goods and reflect
the obligation of both the bank and the drawer to pay the face amount.

Commercial Paper. These obligations are short-term promissory notes issued
by domestic corporations to meet current working capital requirements. Such
paper may be unsecured or backed by a letter of credit. Commercial paper issued
with a letter of credit is, in effect, "two-party paper," with the issuer
directly responsible for payment, plus a bank's guarantee that if the note is
not paid at maturity by the issuer, the bank will pay the principal and interest
to the buyer. Commercial paper is sold either as interest-bearing or on a
discounted basis, with maturities not exceeding 270 days.

Mortgage-Backed Securities. The Funds may invest in mortgage-backed
securities issued or guaranteed by the U.S. government, its agencies or
instrumentalities, or institutions such as banks, insurance companies and
savings and loans. Some of these securities, such as GNMA certificates, are
backed by the full faith and credit of the U.S. Treasury while others, such as
Freddie Mac certificates, are not.

Mortgage-backed securities represent interests in a pool of mortgages.
Principal and interest payments made on the mortgages in the underlying mortgage
pool are passed through to the Funds. Unscheduled prepayments of principal
shorten the securities' weighted average life and may lower their total return.
The value of these securities also may change because of changes in the market's
perception of the creditworthiness of the federal agency or private institution
that issued them. In addition, the mortgage securities market in general may be
adversely affected by changes in governmental regulation, interest rates or tax
policies.

Asset-Backed Securities. The Funds may invest in asset-backed securities.
Asset-backed securities represent interests in pools of consumer loans
(generally unrelated to mortgage loans) and most often are structured as
pass-through securities. Interest and principal payments ultimately depend on
payment of the underlying loans by individuals, although the securities may be
supported by letters of credit or other credit enhancements. The underlying
assets (e.g., loans) are subject to prepayments which shorten the securities'
weighted average life and may lower their returns. If the credit support or
enhancement is exhausted, losses or delays in payment may result if the required
payments of principal and interest are not made. The value of these securities
also may change because of changes in the market's perception of the
creditworthiness of the servicing agent for the pool, the originator of the pool
or the financial institution providing the credit support or enhancement.

<PAGE>

Zero Coupon Bonds. The Funds may invest in zero coupon bonds or "strips."
Zero coupon bonds do not make regular interest payments; rather, they are sold
at a discount from face value. Principal and accreted discount (representing
interest accrued but not paid) are paid at maturity. "Strips" are debt
securities that are stripped of their interest after the securities are issued
but otherwise are comparable to zero coupon bonds. The market value of "strips"
and zero coupon bonds generally fluctuates in response to changes in interest
rates to a greater degree than interest-paying securities of comparable term and
quality. In order for a Fund to maintain its qualification as a regulated
investment company, it may be required to distribute income recognized on zero
coupon bonds even though no cash may be paid to the Fund until the maturity or
call date of the bond, and such distribution could reduce the amount of cash
available for investment by the Fund.

When-Issued and Delayed Delivery Securities. As discussed in the section
of ^ each Fund's Prospectus entitled "Investment Policies ^ And Risks," each
Fund may make commitments in an amount of up to 10% of the value of its total
assets at the time any commitment is made to purchase and sell securities on a
when-issued or delayed delivery basis. When-issued or delayed delivery
transactions arise when securities (normally, debt obligations of issuers
eligible for investment by the Funds) are purchased or sold by the Funds with
payment and delivery taking place in the future in order to secure what is
considered to be an advantageous price and yield. However, the yield on a
comparable security available when delivery takes place may vary from the yield
on the security at the time that the when-issued or delayed delivery transaction
was entered into. When the Funds engage in when-issued and delayed delivery
transactions, they rely on the seller or buyer, as the case may be, to
consummate the sale. Failure to do so may result in the Funds missing the
opportunity of obtaining a price or yield considered to be advantageous.
When-issued and delayed delivery transactions ^ generally may be expected to
settle within one month from the date a transaction is entered into, but in no
event later than 90 days after the transaction date. No payment or delivery is
made by the Funds until they receive delivery or payment from the other party to
the transaction. However, when a Fund purchases a security on a when-issued or
delayed delivery basis, it assumes the risk that the market price of the
security may fluctuate between the date of purchase and the date of delivery.

To the extent that a Fund remains substantially fully invested at the same
time that it has purchased when-issued securities, as it would normally expect
to do, there may be greater fluctuations in its net assets than if the Fund sets
aside cash to satisfy its purchase commitments.

When a Fund purchases securities on a when-issued basis, it will maintain
in a segregated account cash or liquid securities having an aggregate value
equal to the amount of such purchase commitments, until payment is made. If
necessary, additional assets will be placed in the account daily so that the
value of the account will equal or exceed the amount of the Fund's purchase
commitments.

Securities Lending. The Funds also may lend their securities to qualified
brokers, dealers, banks or other financial institutions^ provided that such
loans are callable at any time by the Fund and are at all times secured by
collateral consisting of cash, letters of credit or securities issued or
guaranteed by the ^ United States government or its agencies ^, or any
combination thereof, equal to at least the market value, determined daily, of
the loaned securities. The advantage of such loans is that a Fund continues to
have the benefits (and risks) of ownership of the loaned securities, while at
the same time receiving income from the borrower of the securities. Loans will
be made only to firms deemed by INVESCO (under procedures established by the

<PAGE>

Company's board of directors) to be creditworthy and when the amount of interest
income it receives justifies the inherent risks. A loan may be terminated by the
borrower on one business day's notice, or by the Fund at any time. If at any
time the borrower fails to maintain the required amount of collateral (at least
100% of the market value of the borrowed securities, plus accrued interest and
dividends^), the Fund will require the deposit of additional collateral not
later than the business day following the day on which a collateral deficiency
occurs or the collateral appears inadequate. If the deficiency is not remedied
by the end of that period, the Fund will use the collateral to replace the
securities while holding the borrower liable for any excess of replacement cost
over collateral. Upon termination of the loan, the borrower is required to
return the securities to the Fund. Any gain or loss in the value of the loaned
securities during the loan period would inure to the Fund. A Fund will not lend
any security if, as a result of the loan, the aggregate value of securities then
on loan would exceed 33-1/3% of the Fund's total assets (taken at market value).

Futures and Options on Futures and Securities. As described in ^ each
Fund's Prospectus, the Funds may enter into futures contracts, and purchase and
sell ("write") options to buy or sell futures contracts and other securities
which are included in the types of instruments sometimes referred to as
"derivatives," because their value depends upon or derives from the value of an
underlying asset. The Funds will comply with and adhere to all limitations in
the manner and extent to which they effect transactions in futures and options
on such futures currently imposed by the rules and policy guidelines of the
Commodity Futures Trading Commission (the "CFTC") as conditions for exemption of
a mutual fund, or investment advisers thereto, from registration as a commodity
pool operator. A Fund will not, as to any positions, whether long, short or a
combination thereof, enter into futures and options thereon for which the
aggregate initial margins and premiums exceed 5% of the fair market value of the
Fund's total assets after taking into account unrealized profits and losses on
options it has entered into. In the case of an option that is "in-the-money," as
defined in the Commodity Exchange Act (the "CEA"), the in-the-money amount may
be excluded in computing such 5%. (In general, a call option on a future is
"in-the-money" if the value of the future exceeds the exercise ("strike") price
of the call; a put option on a future is "in-the-money" if the value of the
future which is the subject of the put is exceeded by the strike price of the
put.) The Funds may use futures and options thereon solely for bona fide hedging
or for other non-speculative purposes within the meaning and intent of the
applicable provisions of the CEA ^.

Unlike when a Fund purchases or sells a security, no price is paid or
received by a Fund upon the purchase or sale of a futures contract. Instead, the
Fund will be required to deposit in a segregated asset account an amount of cash
or qualifying securities (currently U.S. Treasury bills), currently in a minimum
amount of $15,000. This is called "initial margin." Such initial margin is in
the nature of a performance bond or good faith deposit on the contract. However,
because losses on open contracts are required to be reflected in cash in the
form of variation margin payments, the Fund may be required to make additional
payments during the term of the contracts to its broker. Such payments would be
required, for example, where, during the term of an interest rate futures
contract purchased by a Fund, there was a general increase in interest rates,
thereby making the Fund's portfolio securities less valuable. In all instances
involving the purchase of financial futures contracts by a Fund, an amount of
cash together with such other securities as permitted by applicable regulatory
authorities to be utilized for such purpose, at least equal to the market value
of the futures contracts, will be deposited in a segregated account with the
Fund's custodian to collateralize the position. At any time prior to the

<PAGE>

expiration of a futures contract, the Fund may elect to close its position by
taking an opposite position which will operate to terminate the Fund's position
in the futures contract. For a more complete discussion of the risks involved in
futures and options on futures and other securities, refer to Appendix A
("Description of Futures and Options Contracts").

Where futures are purchased to hedge against a possible increase in the
price of a security before a Fund is able in an orderly fashion to invest in the
security, it is possible that the market may decline instead. If the Fund, as a
result, concluded not to make the planned investment at that time because of
concern as to possible further market decline or for other reasons, the Fund
would realize a loss on the futures contract that is not offset by a reduction
in the price of securities purchased.

In addition to the possibility that there may be an imperfect correlation
or no correlation at all between movements in the futures contract and the
portion of the portfolio being hedged, the price of futures may not correlate
perfectly with movements in the prices due to certain market distortions. All
participants in the futures market are subject to margin deposit and maintenance
requirements. Rather than meeting additional margin deposit requirements,
investors may close futures contracts through offsetting transactions which
could distort the normal relationship between the underlying securities and the
value of the futures contract. Moreover, the deposit requirements in the futures
market are less onerous than margin requirements in the securities market and
may therefore cause increased participation by speculators in the futures
market. Such increased participation may also cause temporary price distortions.
Due to the possibility of price distortion in the futures market and because of
the imperfect correlation between movements in the value of the underlying
securities and movements in the prices of futures contracts, the value of
futures contracts as a hedging device may be reduced.

In addition, if the Fund has insufficient available cash, it may at times
have to sell securities to meet variation margin requirements. Such sales may
have to be effected at a time when it may be disadvantageous to do so.

Options on Futures Contracts. The Funds may buy and write options on
futures contracts for hedging purposes; options are also included in the types
of instruments sometimes known as derivatives. The purchase of a call option on
a futures contract is similar in some respects to the purchase of a call option
on an individual security. Depending on the pricing of the option compared to
either the price of the futures contract upon which it is based or the price of
the underlying instrument, ownership of the option may or may not be less risky
than ownership of the futures contract or the underlying instrument. As with the
purchase of futures contracts, when a Fund is not fully invested, it may buy a
call option on a futures contract to hedge against a market advance.

The writing of a call option on a futures contract constitutes a partial
hedge against declining prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the option is below the exercise price, a
Fund will retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in the Fund's portfolio
holdings. The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the security or foreign currency
which is deliverable under, or of the index comprising, the futures contract. If
the futures price at expiration of the option is higher than the exercise price,
the Fund will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which the Fund is
considering buying. If a call or put option the Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the premium it
received. Depending on the degree of correlation between change in the value of
its portfolio securities and changes in the value of the futures positions, the
Fund's losses from existing options on futures may to some extent be reduced or
increased by changes in the value of portfolio securities.

<PAGE>

The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio securities. For
example, a Fund may buy a put option on a futures contract to hedge the Fund's
portfolio against the risk of falling prices.

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.

Forward Foreign Currency Contracts. The Funds may enter into forward
currency contracts, which are included in the types of instruments sometimes
known as derivatives, to purchase or sell foreign currencies (i.e., non-U.S.
currencies) as a hedge against possible variations in foreign exchange rates. A
forward foreign currency exchange contract ("forward contract") is an agreement
between the contracting parties to exchange an amount of currency at some future
time at an agreed-upon rate. The rate can be higher or lower than the spot rate
between the currencies that are the subject of the forward contract. A forward
contract generally has no deposit requirement, and such transactions do not
involve commissions. By entering into a forward contract for the purchase or
sale of the amount of foreign currency invested in a foreign security
transaction, a Fund can hedge against possible variations in the value of the
dollar versus the subject currency either between the date the foreign security
is purchased or sold and the date on which payment is made or received or during
the time the Fund holds the foreign security. Hedging against a decline in the
value of a currency in the foregoing manner does not eliminate fluctuations in
the prices of portfolio securities or prevent losses if the prices of such
securities decline. Furthermore, such hedging transactions preclude the
opportunity for gain if the value of the hedged currency should rise. The Funds
will not speculate in forward contracts. Although the Funds have not adopted any
limitations on their ability to use forward contracts as a hedge against
fluctuations in foreign exchange rates, the Funds do not attempt to hedge all of
their non-U.S. portfolio positions and will enter into such transactions only to
the extent, if any, deemed appropriate by their investment adviser or
sub-adviser. The Funds will not enter into forward contracts for a term of more
than one year.

Swaps and Swap-Related Products. Interest rate swaps involve the exchange
by a Fund with another party of their respective commitments to pay or receive
interest, e.g., an exchange of floating rate payments for fixed rate payments.
The exchange commitments can involve payments to be made in the same currency or
in different currencies. The purchase of an interest rate cap entitles the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate, to receive payments of interest on a contractually-based principal amount
from the party selling the interest rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined interest rate, to receive payments of interest on a
contractually-based principal amount from the party selling the interest rate
floor.

Although the Funds currently do not intend to use interest rate swaps,
caps and floors, they are permitted to enter into such transactions on either an
asset-based or liability-based basis, depending upon whether they are hedging
their assets or their liabilities. Interest rate swaps usually are entered into
on a net basis, i.e., the two payment streams are netted out, with a Fund
receiving or paying, as the case may be, only the net amount of the two
payments. The net amount of the excess, if any, of a Fund's obligations over its
entitlement with respect to each interest rate swap will be calculated on a
daily basis, and an amount of cash or high-grade liquid assets having an
aggregate net asset value at least equal to the accrued excess will be

<PAGE>

maintained in a segregated account by the Funds' custodian. If a Fund enters
into an interest rate swap on other than a net basis, the Fund would maintain a
segregated account in the full amount accrued on a daily basis of the Fund's
obligations with respect to the swap. The Funds will not enter into any interest
rate swap, cap or floor transaction unless the unsecured senior debt or the
claims-paying ability of the other party thereto is rated in one of the three
highest rating categories of at least one nationally recognized statistical
rating organization at the time of entering into such transaction. The Funds'
adviser or sub-adviser will monitor the creditworthiness of all counterparties
on an ongoing basis. If there is a default by the other party to such a
transaction, a Fund would have contractual remedies pursuant to the agreements
related to the transaction.

The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap documentation. Caps and floors are more
recent innovations for which standardized documentation has not yet been
developed and, accordingly, they are less liquid than swaps. To the extent a
Fund sells (i.e., writes) caps and floors, it will maintain in a segregated
account cash or high-grade liquid assets having an aggregate net asset value at
least equal to the full amount, accrued on a daily basis, of the Fund's
obligations with respect to any caps or floors.

There is no limit on the amount of interest rate swap transactions that
may be entered into by a Fund. These transactions may in some instances involve
the delivery of securities or other underlying assets by a Fund or its
counterparty to collateralize obligations under the swap. The documentation
currently used in those markets attempts to limit the risk of loss with respect
to interest rate swaps to the net amount of the payments that a party is
contractually obligated to make. If the other party to an interest rate swap
that is not collateralized defaults, the Fund would anticipate losing the net
amount of the payments that the Fund contractually is entitled to receive over
the payments that the Fund is contractually obligated to make. The Funds may buy
and sell (i.e., write) caps and floors without limitation, subject to the
segregated account requirement described above as well as the Funds' other
investment restrictions set forth below.

Investment Restrictions

As described in the section of each Fund's Prospectus entitled "Investment
Policies And Risks," ^ each Fund operates under certain investment restrictions.
^ For purposes of the following limitations, all percentage limitations apply
immediately after a purchase or initial investment. Any subsequent change in a
particular percentage resulting from fluctuations in value does not require
elimination of any security from a Fund.

^ The following restrictions are fundamental and may not be changed with
respect to a Fund without prior approval of a majority of the outstanding voting
securities of such Fund, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). Under these restrictions, each Fund may not:

<PAGE>

1. With respect to seventy-five percent (75%) of its total assets,
purchase the securities of any one issuer (except cash items and
"Government securities" as defined under the 1940 Act), if the
purchase would cause the Fund to have more than 5% of the value of its
total assets invested in the securities of such issuer or to own more
than 10% of the outstanding voting securities of such issuer;

2. Borrow money, except that the Fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) and may enter
into reverse repurchase agreements in an aggregate amount not
exceeding 33-1/3% of the value of its total assets (including the
amount borrowed) less liabilities (other than borrowings). Any
borrowings that come to exceed 33-1/3% of the value of the Fund's
total assets by reason of a decline in net assets will be reduced
within three business days to the extent necessary to comply with the
33-1/3% limitation. This restriction shall not prohibit deposits of
assets to margin or guarantee positions in futures, options, swaps or
forward contracts, or the segregation of assets in connection with
such contracts.

3. Invest more than 25% of the value of its total assets in any
particular industry (other than Government securities).

4. Invest directly in real estate or interests in real estate;
however, the Fund may own debt or equity securities issued by
companies engaged in those businesses.

5. Purchase or sell physical commodities other than foreign currencies
unless acquired as a result of ownership of securities (but this shall
not prevent the Fund from purchasing or selling options, futures,
swaps and forward contracts or from investing in securities or other
instruments backed by physical commodities).

6. Lend any security or make any other loan if, as a result, more than
33-1/3% of its total assets would be lent to other parties (but this
limitation does not apply to purchases of commercial paper, debt
securities or to repurchase agreements.)

7. Act as an underwriter of securities issued by others, except to the
extent that it may be deemed an underwriter in connection with the
disposition of portfolio securities of the Fund.

As a fundamental policy in addition to the above, each Fund may,
notwithstanding any other investment policy or limitation (whether or not
fundamental), invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objectives, policies and limitations as the Fund.

In applying ^ restriction ^(3) above, the Funds use a modified S&P
industry code classification schema which uses various sources to classify
securities.

<PAGE>

Additional investment restrictions adopted by the Company on behalf of the
Funds and which^ may be changed by the ^ directors, at their discretion, without
shareholder approval^, include the following:

^(1) The Fund's investments in warrants, valued at the lower of cost
or market, may not exceed 5% of the value of its net assets. Included
within that amount, but not to exceed 2% of the value of the Fund's
net assets, may be warrants that are not listed on the New York or
American Stock Exchanges. Warrants acquired by the Fund in units or
attached to securities shall be deemed to be without value.

^(2) The Fund will not (i) enter into any futures contracts or options
on futures contracts if immediately thereafter the aggregate margin
deposits on all outstanding futures contracts positions held by the
Fund and premiums paid on outstanding options on futures contracts,
after taking into account unrealized profits and losses, would exceed
5% of the market value of the total assets of the Fund, or (ii) enter
into any futures contracts if the aggregate net amount of the Fund's
commitments under outstanding futures contracts positions of the Fund
would exceed the market value of the total assets of the Fund.

^(3) The Fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short without the payment of
any additional consideration therefor, and provided that transactions
in futures, options, swaps and forward contracts are not deemed to
constitute selling securities short.

^(4) The Fund does not currently intend to purchase securities on
margin, except that the Fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments and other deposits in connection with transactions in
options, futures, swaps and forward contracts shall not be deemed to
constitute purchasing securities on margin.

^(5) The Fund does not currently intend to (i) purchase securities of
closed end investment companies, except in the open market where no
commission except the ordinary broker's commission is paid, or (ii)
purchase or retain securities issued by other open-end investment
companies. Limitations (i) and (ii) do not apply to money market funds
or to securities received as dividends, through offers of exchange, or
as a result of a reorganization, consolidation or merger. If the Fund
invests in a money market fund, the Fund's investment adviser will
waive its advisory fee on the assets of the Fund which are invested in
the money market fund during the time that those assets are so
invested.

^(6) The Fund may not mortgage or pledge any securities owned or held
by the Fund in amounts that exceed, in the aggregate, 15% of the
Fund's net asset value, provided that this limitation does not apply
to reverse repurchase agreements or in the case of assets deposited to
margin or guarantee positions in futures, options, swaps or forward
contracts or placed in a segregated account in connection with such
contracts.

<PAGE>

^(7) The Fund does not currently intend to purchase securities of any
issuer (other than U.S. Government agencies and instrumentalities or
instruments guaranteed by an entity with a record of more than three
years' continuous operation, including that of predecessors) with a
record of less than three years' continuous operation (including that
of predecessors) if such purchase would cause the Fund's investments
in all such issuers to exceed 5% of the Fund's total assets taken at
market value at the time of such purchase.

^(8) The Fund does not currently intend to invest directly in oil, gas
or other mineral development or exploration programs or leases;
however, the Fund may own debt or equity securities of companies
engaged in those businesses.

^(9) The Fund does not currently intend to purchase any security or
enter into a repurchase agreement if, as a result, more than 15% of
its net assets would be invested in repurchase agreements not
entitling the holder to payment of principal and interest within seven
days and in securities that are illiquid by virtue of legal or
contractual restrictions on resale or the absence of a readily
available market. The board of directors, or the Fund's investment
adviser acting pursuant to authority delegated by the board of
directors, may determine that a readily available market exists for
securities eligible for resale pursuant to Rule 144A under the 1933
Act, or any successor to such rule, and therefore that such securities
are not subject to the foregoing limitation.

^(10) The Fund may not invest in companies for the purpose of
exercising control or management, except to the extent that exercise
by the Fund of its rights under agreements related to portfolio
securities would be deemed to constitute such control.

With respect to investment restriction ^(9) above, the board of directors
has delegated to the Funds' investment adviser the authority to determine
whether a liquid market exists for securities eligible for resale pursuant to
Rule 144A under the Securities Act of 1933, or any successor to such rule and
whether or not such securities are subject to the non-fundamental restriction
(9) above. Under guidelines established by the board of directors, the adviser
will consider the following factors, among others, in making this determination:
(1) the unregistered nature of a Rule 144A security; (2) the frequency of trades
and quotes for the security; (3) the number of dealers willing to purchase or
sell the security and the number of other potential purchasers; (4) dealer
undertakings to make a market in the security; and (5) the nature of the
security and the nature of marketplace trades (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of transfer).

THE ^ FUNDS AND ^ THEIR MANAGEMENT

The Company. The Company was incorporated on August 19, 1993, under the
laws of Maryland. On September 10, 1998, the name of the Company was changed to
INVESCO Flexible Funds, Inc.

The Investment Adviser. INVESCO Funds Group, Inc., a Delaware corporation
(" ^ INVESCO"), is employed as the Company's investment adviser. ^ INVESCO was
established in 1932 and also serves as an investment adviser to ^ INVESCO
Diversified Funds, Inc., INVESCO Emerging Opportunity Funds, Inc. , INVESCO
Equity Funds, Inc. (formerly, INVESCO Capital Appreciation Funds, Inc.), INVESCO
Growth Fund, Inc., INVESCO Income Funds, Inc., INVESCO Industrial Income Fund,
Inc., INVESCO International Funds, Inc., INVESCO Money Market Funds, Inc.,
INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc., INVESCO
Tax-Free Income Funds, Inc., INVESCO Value Trust, and INVESCO Variable
Investment Funds, Inc.

<PAGE>

The ^ Investment Sub-Adviser. INVESCO, as investment adviser, has
contracted with INVESCO Management & Research, Inc. ("IMR") to provide
investment advisory and research services on behalf of INVESCO Multi-Asset
Allocation Fund ^. IMR has the primary responsibility for providing portfolio
investment management services to the ^ Multi-Asset Allocation Fund. IMR is a
wholly-owned subsidiary of INVESCO North American Holdings, Inc. ("INAH"), which
is also the parent company of ^ INVESCO. Prior to February 3, 1998,
Institutional Trust Company d.b.a., INVESCO Trust Company ("ITC"), provided
sub-advisory services to the Balanced Fund. Effective February 3, 1998, ITC no
longer provided sub-advisory services to this Fund and INVESCO provides such
day-to-day portfolio management services as the investment adviser to the
Balanced Fund. This change did not change the basis upon which investment advice
is provided to the Balanced Fund, the cost of those services to this Fund or the
persons actually performing the investment advisory and other services
previously provided by ITC.

The Distributor. Effective September 30, 1997, INVESCO Distributors, Inc.
("IDI") became the Funds' distributor. IDI, established in 1997, is a registered
broker-dealer that acts as distributor for all retail mutual funds advised by ^
INVESCO. Prior to September 30, 1997, ^ INVESCO served as the Funds'
distributor.

^ INVESCO, IMR, ^ and IDI are indirect wholly-owned subsidiaries of
AMVESCAP PLC, a publicly traded holding company that, through its subsidiaries,
engages in the business of investment management on an international basis.
INVESCO PLC changed its name to AMVESCO PLC on March 3, 1997 and to AMVESCAP PLC
on May 8, 1997, as part of a merger between a direct subsidiary of INVESCO PLC
and A I M Management Group, Inc. that created one of the largest investment
management businesses in the world with approximately ^ $261 billion in assets
under management^ as of June 30, 1998. INVESCO was established in 1932, and, as
of ^ July 31, ^ 1998, managed 14 mutual funds, consisting of ^ 49 separate
portfolios, on behalf of ^ 884,099 shareholders. AMVESCAP PLC's other North
American subsidiaries include the following:

--INVESCO Retirement and Benefit Services, Inc. ("IRBS"), Atlanta, Georgia,
develops and provides domestic and international defined contribution retirement
plan services to plan sponsors, institutional retirement plan sponsors,
institutional plan providers and foreign governments.

--INVESCO Retirement Plan Services ("IRPS"), Atlanta, Georgia, a division
of IRBS, provides recordkeeping and investment selection services to defined
contribution plan sponsors of plans with between $2 and $200 million in assets.
Additionally, IRPS provides investment consulting services to institutions
seeking to provide retirement plan products and services.

--ITC of Denver, Colorado, a division of IRBS, provides retirement account
custodian and/or trust services for individual retirement accounts ("IRAs") and
other retirement plan accounts. This includes services such as recordkeeping,
tax reporting and compliance. ITC acts as trustee or custodian to these plans.
ITC accepts contributions and provides, through INVESCO, complete transfer
agency functions: correspondence, sub-accounting, telephone communications and
processing of distributions.

--INVESCO Capital Management, Inc. of Atlanta, Georgia, manages
institutional investment portfolios, consisting primarily of discretionary
employee benefit plans for corporations and state and local governments, and
endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of
INVESCO Services, Inc., a registered broker-dealer whose primary business is the
distribution of shares of ^ one registered investment ^ company.

<PAGE>

--PRIMCO Capital Management, Inc. of Louisville, Kentucky specializes in
managing stable return investments, principally on behalf of Section 401(k)
retirement plans.

--INVESCO Realty Advisors of Dallas, Texas is responsible for providing
advisory services in the U.S. real estate markets for INVESCO PLC's clients
worldwide. Clients include corporate plans and public pension funds as well as
endowment and foundation accounts.

--INVESCO (NY), Inc., New York, is an investment adviser for separately
managed accounts, such as corporate and municipal pension plans, Taft-Hartley
Plans, insurance companies, charitable institutions and private individuals.
INVESCO NY also offers the opportunity for its clients to invest both directly
and indirectly through partnerships in primarily private investments or
privately negotiated transactions. INVESCO NY further serves as investment
adviser to several closed-end investment companies, and as subadviser with
respect to certain commingled employee benefit trusts. INVESCO NY specializes in
the fundamental research investment approach, with the help of quantitative
tools.

--A I M Advisors, Inc. of Houston, Texas provides investment advisory and
administrative services for retail and institutional mutual funds.

--A I M Capital Management, Inc. of Houston, Texas provides investment
advisory services to individuals, corporations, pension plans and other private
investment advisory accounts and also serves as a sub-adviser to certain retail
and institutional mutual funds, one Canadian mutual fund and one portfolio of an
open-end registered investment company that is offered to separate accounts of ^
insurance companies that issue variable annuity and/or variable life products.

--A I M Distributors, Inc. and Fund Management Company of Houston, Texas
are registered broker-dealers that act as the principal underwriters for retail
and institutional mutual funds.

The corporate headquarters of AMVESCAP PLC are located at 11 Devonshire
Square, London, EC2M 4YR, England.

As indicated in the Funds' Prospectuses, ^ INVESCO and IMR permit
investment and other personnel to purchase and sell securities for their own
accounts in accordance with a compliance policy governing personal investing by
directors, officers and employees of ^ INVESCO ^, IMR and their North American
affiliates. The policy requires officers, inside directors, investment and other
personnel of ^ INVESCO ^, IMR and their North American affiliates to pre-clear
all transactions in securities not otherwise exempt under the policy. Requests
for trading authority will be denied when, among other reasons, the proposed
personal transaction would be contrary to the provisions of the policy or would
be deemed to adversely affect any transaction then known to be under
consideration for or to have been effected on behalf of any client account,
including the Funds.

In addition to the pre-clearance requirement described above, the policy
subjects officers, inside directors, investment and other personnel of ^ INVESCO
^, IMR and their North American affiliates to various trading restrictions and
reporting obligations. All reportable transactions are reviewed for compliance
with the policy. The provisions of the policy are administered by and subject to
exceptions authorized by ^ INVESCO.

<PAGE>

Investment Advisory Agreement. ^ INVESCO serves as investment adviser to
the Funds pursuant to an investment advisory agreement dated February 28, 1997
(the "Agreement") with the Company, which was approved by the board of directors
on November 6, 1996, by a vote cast in person by a majority of the directors of
the Company, including a majority of the directors who are not "interested
persons" of the Company or ^ INVESCO at a meeting called for such purpose. The
Agreement was approved by the Funds' shareholders on January 31, 1997,for an
initial term expiring February 28, 1999. On May 13, 1998, this period was
extended by the Company's board of directors to May 15, 1999. Thereafter, the
Agreement may be continued from year to year ^ with respect to each Fund as long
as each such continuance is specifically approved at least annually by the board
of directors of the Company, or by a vote of the holders of a majority, as
defined in the 1940 Act, of the outstanding shares of ^ the applicable Fund. Any
such continuance also must be approved by a majority of the Company's directors
who are not parties to the Agreement or interested persons (as defined in the
1940 Act) of any such party, cast in person at a meeting called for the purpose
of voting on such continuance. The Agreement may be terminated at any time
without penalty by either party, or by a Fund with respect to that Fund, upon
sixty (60) days' written notice and terminates automatically in the event of an
assignment to the extent required by the 1940 Act and the rules thereunder.

The Agreement provides that ^ INVESCO shall manage the investment
portfolios of the Funds in conformity with ^ each Fund's investment policies
(either directly or by delegation to a sub-adviser, which may be a party
affiliated with ^ INVESCO). Further, ^ INVESCO shall perform all administrative,
internal accounting (including computation of net asset value), clerical,
statistical, secretarial and all other services necessary or incidental to the
administration of the affairs of the Funds excluding, however, those services
that are the subject of any separate agreement between the Company and ^ INVESCO
or any affiliate thereof, including the distribution and sale of ^ each Fund's
shares and provision of^ transfer agency, dividend disbursing agency and
registrar services, and services furnished under an Administrative Services
Agreement with ^ INVESCO discussed below. Services provided under the Agreement
include but are not limited to: supplying the Company with officers, clerical
staff and other employees, if any, who are necessary in connection with the
Funds' operations; furnishing office space, facilities, equipment and supplies;
providing personnel and facilities required to respond to inquiries related to
shareholder accounts; conducting periodic compliance reviews of the Funds'
operations; preparation and review of required documents, reports and filings by
^ INVESCO's in-house legal and accounting staff (including the prospectus,
statement of additional information, proxy statements, shareholder reports, tax
returns, reports to the SEC and other corporate documents of the Funds), except
insofar as the assistance of independent accountants or attorneys is necessary
or desirable; supplying basic telephone service and other utilities; and
preparing and maintaining certain of the books and records required to be
prepared and maintained by the Funds under the 1940 Act. Expenses not assumed by
^ INVESCO are borne by the Funds.

As full compensation for ^ advisory services provided to the Company, ^
INVESCO receives a monthly fee. The fee is based upon a percentage of each
Fund's average net assets, determined daily. With respect to the Multi-Asset
Allocation Fund, the fee is calculated at the annual rate of: 0.75% of the first
$500 million of the Fund's average net assets; 0.65% of the next $500 million of
the Fund's average net assets; and 0.50% of the Fund's average net assets over
$1 billion. With respect to the Balanced Fund, the fee is calculated at the

<PAGE>

annual rate of: 0.60% of the first $350 million of the Fund's average net
assets; 0.55% of the next $350 million of the Fund's average net assets; and
0.50% of the Fund's average net assets over $700 million. ^ For the fiscal years
ended July 31, 1998, 1997, and 1996 ^, prior to the voluntary absorption of
certain Fund expenses by ^ INVESCO and, with respect to the Multi-Asset
Allocation Fund ^, IMR, the Multi-Asset Allocation Fund paid INVESCO advisory
fees of $136,420, $100,445^ and $69,539 ^, respectively, and the Balanced Fund
paid ^ INVESCO advisory fees of $1,115,082, $797,409^ and $561,473 ^,
respectively.

Sub-Advisory ^ Agreement. IMR serves as sub-adviser to the Multi-Asset
Allocation Fund ^ pursuant to a sub-advisory agreement (the "Sub-Agreement")
with INVESCO which was approved by the board of directors on November 6, 1996 by
a vote cast in person by a majority of the directors of the Company, including a
majority of the directors who are not "interested persons" of the Company, ^
INVESCO ^ or IMR at a meeting called for such purpose. Shareholders of the ^
Multi-Asset Allocation Fund approved the Sub-^ Agreement on January 31, 1997,
for an initial term expiring February 28, 1999. On May 13, 1998, this period was
extended by the Company's board of directors to May 15, 1999. Thereafter, the
Sub-^ Agreement may be continued from year to year as long as each such
continuance is specifically approved by the board of directors of the Company,
or by a vote of the holders of a majority, as defined in the 1940 Act, of the
outstanding shares of the ^ Multi-Asset Allocation Fund. Any such continuance
also must be approved by a majority of the directors who are not parties to the
Sub-^ Agreement or interested persons (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of voting on such
continuance. The Sub-^ Agreement may be terminated at any time without penalty
by either party or the Company upon sixty (60) days' written notice and
terminates automatically in the event of an assignment to the extent required by
the 1940 Act and the rules thereunder.

The Sub-^ Agreement provides that IMR, as sub-adviser to the Multi-Asset
Allocation Fund ^ subject to the supervision of ^ INVESCO, shall manage the
investment ^ portfolio of the ^ Fund in conformity with ^ the Fund's investment
policies. These management services would include: (a) managing the investment
and reinvestment of all the assets, now or hereafter acquired, of the ^ Fund and
executing all purchases and sales of portfolio securities; (b) maintaining a
continuous investment program for the ^ Fund, consistent with (i) ^ the Fund's
investment policies as set forth in the Company's Articles of Incorporation,
Bylaws and Registration Statement, as from time to time amended, under the 1940
Act, as amended, and in any prospectus and/or statement of additional
information of the Company, as from time to time amended and in use under the
1933 Act, and (ii) the Company's status as a regulated investment company under
the Internal Revenue Code of 1986, as amended; (c) determining what securities
are to be purchased or sold for ^ the ^ Fund, unless otherwise directed by the
directors of the Company or ^ INVESCO, and executing transactions accordingly;
(d) providing the ^ Fund the benefit of all of the investment analysis and
research, the reviews of current economic conditions and trends, and the
consideration of long-range investment policy now or hereafter generally
available to investment advisory customers of the Sub-Adviser; (e) determining
what portion of ^ the ^ Fund should be invested in the various types of
securities authorized for purchase by ^ the Fund; and (f) making recommendations
as to the manner in which voting rights, rights to consent to Company action and
any other rights pertaining to the portfolio securities of ^ the Fund shall be
exercised.

<PAGE>

The Sub-^ Agreement provides that as compensation for ^ its services, IMR
^ shall receive from ^ INVESCO, at the end of each month, a fee based upon the
average daily value of the ^ Multi-Asset Allocation Fund's net assets. ^ The fee
is calculated at the ^ following annual rates: prior to January 1, 1998, 0.375%
on the first $500 million of the Fund's average net assets; 0.325% on the next
$500 million of the Fund's average net assets; and 0.25% on the Fund's average
net assets over $1 billion^; and effective January 1, 1998, 0.25% on the first
$500 million of the Fund's average net assets, 0.2166% on the next $500 million
of the Fund's average net assets and 0.1667% on the Fund's average net assets in
excess of $1 billion. The Sub-Advisory fees are paid by INVESCO, NOT the ^ Fund.

Administrative Services Agreement. ^ INVESCO, either directly or through
affiliated companies, also provides certain administrative, sub-accounting and
recordkeeping services to the Funds pursuant to an Administrative Services
Agreement dated February 28, 1997 (the "Administrative Agreement" ). The
Administrative Agreement was approved by the board of directors on November 6,
1996, by a vote cast in person by ^ a majority of the directors of the Company,
including ^ a majority of the directors who are not "interested persons" of the
Company or ^ INVESCO at a meeting called for such purpose. The Administrative
Agreement is for an initial term expiring February 28, 1998, and has been
continued by action of the board of directors until May 15, ^ 1999. The
Administrative Agreement may be continued from year to year thereafter as long
as each such continuance is specifically approved by the board of directors of
the Company, including a majority of the directors who are not parties to the
Administrative Agreement or interested persons (as defined in the 1940 Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such continuance. The Administrative Agreement may be terminated at any time
without penalty by ^ INVESCO upon sixty (60) days' written notice, or by the
Company upon thirty (30) days' written notice, and terminates automatically in
the event of an assignment unless the Company's board of directors approves such
assignment.

The Administrative Agreement provides that ^ INVESCO shall provide the
following services to the Funds: (A) such sub-accounting and recordkeeping
services and functions as are reasonably necessary for the operation of the
Funds; and (B) such sub-accounting, recordkeeping, and administrative services
and functions, which may be provided by affiliates of ^ INVESCO, as are
reasonably necessary for the operation of Fund shareholder accounts maintained
by certain retirement plans and employee benefit plans for the benefit of
participants in such plans.

As full compensation for services provided under the Administrative
Agreement, each Fund pays a monthly fee to ^ INVESCO consisting of a base fee of
$10,000 per year, plus an additional incremental fee computed daily and paid
monthly at an annual rate of 0.015% per year of the average net assets of the
applicable Fund. ^ During the fiscal years ended July 31, 1998, 1997, and 1996
^, prior to the voluntary absorption of certain Fund expenses by ^ INVESCO and,
with respect to the Multi-Asset Allocation Fund ^, IMR, the Multi-Asset
Allocation Fund paid INVESCO administrative services fees in the amount of
$12,728, $12,009^ and $11,391 ^, respectively, and the Balanced Fund paid
INVESCO administrative services fees in the amount of $37,877, $29,935^ and
$24,037 ^, respectively.

Transfer Agency Agreement. ^ INVESCO also performs transfer agent,
dividend disbursing agent and registrar services for the Funds pursuant to a
Transfer Agency Agreement dated February 28, 1997, which was approved by the
board of directors of the Company, including a majority of the Company's
directors who are not parties to the Transfer Agency Agreement or "interested
persons" of any such party, on November 6, ^ 1996, for an initial term expiring
February 28, 1998, and has been ^ extended by action of the board of directors
until May 15, ^ 1999. Thereafter, the Transfer Agency Agreement may be continued

<PAGE>

from year to year ^ with respect to ^ a Fund as long as such continuance is
specifically approved at least annually by the board of directors of the
Company, or by a vote of the holders of a majority of the outstanding shares of
^ such Fund. Any such continuance also must be approved by a majority of the
Company's directors who are not parties to the Transfer Agency Agreement or
interested persons (as defined by the 1940 Act) of any such party, cast in
person at a meeting called for the purpose of voting on such continuance. The
Transfer Agency Agreement may be terminated at any time without penalty by
either party upon sixty (60) days' written notice and terminates automatically
in the event of assignment.

The Transfer Agency Agreement provides that the Funds will pay to ^
INVESCO an annual fee of $20.00 per shareholder account or where applicable, per
participant in an omnibus account. This fee is paid monthly at a rate of 1/12 of
the annual fee and is based upon the number of shareholder accounts and omnibus
account participants in existence at any time during each month. ^ For the
fiscal years ended July 31, 1998, 1997, and 1996 ^, prior to the voluntary
absorption of certain Fund expenses by ^ INVESCO and, with respect to the
Multi-Asset Allocation Fund ^, IMR, the Multi-Asset Allocation Fund paid INVESCO
transfer agency fees of $64,749, $44,706, and $25,922 ^, respectively, and the
Balanced Fund paid ^ INVESCO transfer agency fees of $447,515, $397,860, and
$203,967 ^, respectively.

Officers and Directors of the Company. The overall direction and
supervision of the Company is the responsibility of the board of directors,
which has the primary duty of seeing that the general investment policies and
programs of each of the Funds are carried out and that the ^ Funds are properly
administered. The officers of the Company, all of whom are officers and
employees of, and paid by, ^ INVESCO, are responsible for the day-to-day
administration of the Company and each of the Funds. The investment sub-adviser
for each Fund has the primary responsibility for making investment decisions on
behalf of that Fund. These investment decisions are reviewed by the investment
committee of ^ INVESCO.

All of the officers and directors of the Company hold comparable positions
with INVESCO ^ Diversified Funds, Inc., INVESCO Emerging Opportunity Funds,
Inc., INVESCO Equity Funds, Inc. (formerly, INVESCO Capital Appreciation Funds,
Inc.), INVESCO Growth Fund, Inc., INVESCO Income Funds, Inc., INVESCO Industrial
Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market
Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc.,
INVESCO Tax-Free Income Funds, Inc., and INVESCO Variable Investment Funds, Inc.
All of the directors ^ and officers of the Company also hold comparable
positions with INVESCO Value Trust and INVESCO Treasurer's Series Trust. Set
forth below is information with respect to each of the Company's officers and
directors. Unless otherwise indicated, the address of the directors and officers
is Post Office Box 173706, Denver, Colorado 80217-3706. Their affiliations
represent their principal occupations during the past five years ^.

CHARLES W. BRADY,*+ Chairman of the Board. Chief Executive Officer and
Director of AMVESCAP PLC, London, England, and of various subsidiaries thereof.
Chairman of the Board of INVESCO ^ Global Health Sciences Fund. Address: 1315
Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935.

FRED A. DEERING,+# Vice Chairman of the Board. ^ Trustee of INVESCO Global
Health Sciences Fund. Formerly, Chairman of the Executive Committee and Chairman
of the Board of Security Life of Denver Insurance Company, Denver, Colorado;
Director of ING America Life Insurance Company^. Address: Security Life Center,
1290 Broadway, Denver, Colorado. Born: January 12, 1928.

<PAGE>

^ VICTOR L. ANDREWS,**@ Director. Professor Emeritus, Chairman Emeritus and
Chairman of the CFO Roundtable of the Department of Finance at Georgia State
University, Atlanta, Georgia; President, Andrews Financial Associates, Inc.
(consulting firm); since October 1984, Director of the Center for the Study of
Regulated Industry at Georgia State University; formerly, member of the
faculties of the Harvard Business School and the Sloan School of Management of
MIT. Dr. Andrews is also a Director of the Southeastern Thrift and Bank Fund,
Inc. and The Sheffield Funds, Inc. Address: ^ 34 Seawatch Drive, ^ Savannah,
Georgia. Born: June 23, 1930.

BOB R. BAKER,+** Director. President and Chief Executive Officer of AMC
Cancer Research Center, Denver, Colorado, since January 1989; until mid-December
1988, Vice Chairman of the Board of First Columbia Financial Corporation (a
financial institution), Englewood, Colorado. Formerly, Chairman of the Board and
Chief Executive Officer of First Columbia Financial Corporation. Address: 1775
Sherman Street, #1000, Denver, Colorado. Born: August 7, 1936.

LAWRENCE H. BUDNER,#@@ Director. Trust Consultant; prior to June 30, 1987,
Senior Vice President and Senior Trust Officer of InterFirst Bank, Dallas,
Texas. Address: 7608 Glen Albens Circle, Dallas, Texas. Born: July 25, 1930.

^ WENDY L. GRAMM, Ph.D.,**@ Director. Self-employed (since 1993); Professor
of Economics and Public Administration, University of Texas at Arlington.
Formerly, Chairman, Commodity Futures Trading Commission from 1988 to 1993,
administrator for Information and Regulatory Affairs at the Office of Management
and Budget from 1985 to 1988, Executive Director of the Presidential Task Force
on Regulatory Relief and Director of the Federal Trade Commission's Bureau of
Economics. Dr. Gramm is also a director of the Chicago Mercantile Exchange,
Enron Corporation, IBP, Inc., State Farm Insurance Company, State Farm Life
Insurance Company, ^ Independant Women's Forum, International Republic
Institute, and the Republican Women's Federal Forum. Dr. Gramm is also a member
of the Board of Visitors, College of Business Administration, University of
Iowa, and a member of the Board of Visitors, Center for Study of Public Choice,
George Mason University. Address: 4201 Yuma Street, N.W., Washington, D.C. Born:
January 10, 1945.

^ KENNETH T. KING, +#@@ Director. Formerly, Chairman of the Board of The
Capitol Life Insurance Company, Providence Washington Insurance Company, and
Director of numerous subsidiaries thereof in the U.S. Formerly, Chairman of the
Board of The Providence Capitol Companies in the United Kingdom and Guernsey.
Chairman of the Board of the Symbion Corporation (a high technology company)
until 1987. Address: 4080 North Circulo Manzanillo, Tucson, Arizona. Born:
November 16, 1925.

JOHN W. MCINTYRE,^+#@@ Director. Retired. Formerly, Vice Chairman of the
Board of Directors of ^ The Citizens and Southern Corporation and Chairman of
the Board and Chief Executive Officer of ^ The Citizens and Southern Georgia
Corporation and Citizens and Southern National Bank. ^ Trustee of INVESCO Global
Health Sciences Fund and Gables Residential Trust. Address: 7 Piedmont Center,
Suite 100, Atlanta, Georgia. Born: September 14, 1930.

LARRY SOLL, Ph.D.,**@ Director. Retired. Formerly, Chairman of the Board
(1987 to 1994), Chief Executive Officer (1982 to 1989 and 1993 to 1994) and
President (1982 to 1989) of Synergen Corp. Director of Synergen since
incorporation in 1982. Director of ^ ISI Pharmaceuticals, Inc., Trustee of
INVESCO Global Health Sciences Fund. Address: 345 Poorman Road, Boulder,
Colorado. Born: April 26, 1942.

<PAGE>

MARK H. WILLIAMSON, +* President, CEO and Director. President, CEO and
Director of IDI; President, CEO and Director of INVESO and President of INVESCO
Global Health Sciences Fund. Formerly, Chairman and CEO of NationsBanc Advisors,
Inc. (1995 to 1997) and Chairman of NationsBanc Investments, Inc. (1997 to
1998). Born: May 24, 1951.

GLEN A. PAYNE, Secretary. Senior Vice President (since 1995), General
Counsel ^(since 1989) and Secretary (since 1989) of INVESCO and Senior Vice
President, Secretary and General Counsel of IDI (since 1997); Vice President
(May 1989 to April 1995)^ of INVESCO; Senior Vice President (1995 to 1998),
Secretary (1989 to 1998) and General Counsel ^(1989 to 1998) of ITC. Formerly,
employee of a U.S. regulatory agency, Washington, D.C., (June 1973 through May
1989). Born: September 25, 1947.

RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer of INVESCO
^(since 1988). Senior Vice President and Treasurer of ^ IDI (since 1997). Senior
Vice President and Treasurer of ITC (1988 to 1998). Born: October 1, 1946.

WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President of
INVESCO ^(since 1995) and of IDI (since 1997) and formerly, Trust Officer of ITC
(1995 to 1998) and Vice President of INVESCO ^(1992 to 1995). Formerly, Vice
President of 440 Financial Group from June 1990 to August 1992; Assistant Vice
President of Putnam Companies from November 1986 to June 1990. Born: August 21,
1956.

ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO ^(since
1984) ^. Formerly, Trust Officer of ^ ITC. Born: September 14, 1941.

JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO ^(since 1984)
and of ^ IDI (since 1997) ^. Formerly, Trust Officer of ^ ITC. Born: February 3,
1948.

*These directors are "interested persons" of the Company as defined in the
1940 Act.

#Member of the audit committee of the ^ Company's board of directors.

@Member of the derivatives committee of the Company's board of directors.

@@Member of the soft dollar brokerage committee of the Company's board of
directors.

+Member of the executive committee of the Company. On occasion, the
executive committee acts upon the current and ordinary business of the Company
between meetings of the board of directors. Except for certain powers which,
under applicable law, may only be exercised by the full board of directors, the
executive committee may exercise all powers and authority of the board of
directors in the management of the business of the Company. All decisions are
subsequently submitted for ratification by the board of directors.

**Member of the management liaison committee of the ^ Company's board of
directors.

<PAGE>

^ As of September 16, 1998, officers and directors of the Company, as a
group, beneficially owned less than 1% of the Company's outstanding shares and
less than 1% of any portfolio's outstanding shares.

Director Compensation

The following table sets forth, for the fiscal year ended July 31, ^ 1998:
the compensation paid by the Company to its independent directors for services
rendered in their capacities as directors of the Company; the benefits accrued
as Company expenses with respect to the Defined Benefit Deferred Compensation
Plan discussed below; and the estimated annual benefits to be received by these
directors upon retirement as a result of their service to the Company. In
addition, the table sets forth the total compensation paid by all of the mutual
funds distributed by IDI and advised by INVESCO (including the ^ Company),
INVESCO Treasurer's Series Trust and INVESCO Global Health Sciences Fund
(collectively, the "INVESCO Complex") to these directors for services rendered
in their capacities as directors or trustees during the year ended December 31,
^ 1997. As of December 31, ^ 1997, there were 49 funds in the INVESCO Complex. ^

Total
Compensa-
Benefits Estimated tion From
Aggregate Accrued As Annual INVESCO
Compensa- Part of Benefits Complex
tion From Company Upon Paid To
Company(1) Expenses(2) Retirement(3) Directors(1)

Fred A.Deering, ^ $ 2,458 $ 439 $ 281 $113,350
Vice Chairman of

the Board

Victor L. Andrews ^ 2,434 414 326 92,700

Bob R. Baker ^ 2,475 370 437 96,050
Lawrence H. Budner ^ 2,409 414 326 91,000

Daniel D. Chabris ^ 4 2,437 448 243 89,350

^ Wendy L. Gramm 2,363 0 0 39,000

Kenneth T. King ^ 2,374 455 255 94,350

John W. ^ McIntyre 2,384 0 0 ^ 104,000

Larry Soll ^ 2,384 0 0 ^ 78,000
--------- ------ ------ ----------

Total ^ $21,718 $2,540 $1,868 $797,800

% of Net Assets ^ 0.0091%(5) 0.0011%(5) 0.0046%(6)

(1)The vice chairman of the board, the chairmen of the audit, management
liaison, derivatives, soft dollar brokerage and compensation committees, and the
members of the executive and valuation committees, ^ each receive compensation
for serving in such capacities in addition to the compensation paid to all
independent directors.

<PAGE>

(2)Represents benefits accrued with respect to the Defined Benefit Deferred
Compensation Plan discussed below, and not compensation deferred at the election
of the directors.

(3)These figures represent the Company's share of the estimated annual
benefits payable by the INVESCO Complex (excluding INVESCO Global Health
Sciences Fund which does not participate in ^ this retirement plan) upon the
directors' retirement, calculated using the current method of allocating
director compensation among the funds in the INVESCO Complex. These estimated
benefits assume retirement at age 72 and that the basic retainer payable to the
directors will be adjusted periodically for inflation, for increases in the
number of funds in the INVESCO Complex, and for other reasons during the period
in which retirement benefits are accrued on behalf of the respective directors.
This results in lower estimated benefits for directors who are closer to
retirement and higher estimated benefits for directors who are further from
retirement. With the exception of ^ Mr. McIntyre, and Drs. Gramm and Soll, each
of these directors has served as a director/trustee of one or more of the funds
in the INVESCO Complex for the minimum five-year period required to be eligible
to participate in the Defined Benefit Deferred Compensation Plan.

^ (4)Mr. Chabris retired as a director effective September 30, 1998.

(5)Total as a percentage of the Company's net assets as of July 31, ^ 1998

(6)Total as a percentage of the net assets of the INVESCO Complex as of
December 31, ^ 1997.

Messrs. Brady^ and Williamson, as "interested persons" of the Company, the
Funds and ^ the other funds in the INVESCO Complex, receive compensation as
officers or employees of ^ INVESCO or its affiliated companies, and do not
receive any director's fees or other compensation from the Company or other
funds in the INVESCO Complex for their services as directors.

The boards of directors/trustees of the mutual funds managed by ^ INVESCO ^
and INVESCO Treasurer's Series Trust have adopted a Defined Benefit Deferred
Compensation Plan for the non-interested directors and trustees of the funds.
Under this plan, each director or trustee who is not an interested person of the
funds (as defined in the 1940 Act) and who has served for at least five years (a
"qualified director") is entitled to receive, upon termination of service as a
director (normally, upon retiring from the boards at the retirement age of 72^,
or the retirement age of 73 to 74, if the retirement date is extended by the
boards for one or two years, but less than three years) continuation of payment
for one year (the "first year retirement benefit") of the annual basic retainer
and annualized board meeting fees payable by the funds to the qualified director
at the time of his or her retirement (the "basic retainer"). Commencing with any
such director's second year of retirement, and commencing with the first year of
retirement of a director whose retirement has been extended by the board for
three years, a qualified director shall receive quarterly payments at an annual
rate equal to ^ 50% of the basic retainer and annualized board meeting fees.
These payments will continue for the remainder of the qualified director's life
or ten years, whichever is longer (the "reduced retainer payments"). If a
qualified director dies or becomes disabled after age 72 and before age 74 while
still a director of the funds, the first year retirement benefit and the reduced
retainer payments will be made to him or her or to his or her beneficiary or
estate. If a qualified director becomes disabled or dies either prior to age 72
or during his/her 74th year while still a director of the funds, the director

<PAGE>

will not be entitled to receive the first year retirement benefit; however, the
reduced retainer payments will be made to his or her beneficiary or estate. The
plan is administered by a committee of three directors who are also participants
in the plan and one director who is not a plan participant. The cost of the plan
will be allocated among the INVESCO and Treasurer's Series Trust funds in a
manner determined to be fair and equitable by the committee. The Company ^ began
making plan payments to Mr. Chabris on October 1, 1998. The Company has no stock
options or other pension or retirement plans for management or other personnel
and pays no salary or compensation to any of its officers.

The independent directors have contributed to a deferred compensation plan,
pursuant to which they have deferred receipt of a portion of the compensation
which they would otherwise have been paid as directors of selected INVESCO
Funds. The deferred amounts are being invested in the shares of all of the
INVESCO and Treasurer's Series Trust Funds. Each independent director is,
therefore, an indirect owner of shares of each INVESCO and Treasurer's Series
Trust Funds.

The Company has an audit committee that is comprised of ^ four of the
directors who are not interested persons of the Company. The committee meets
periodically with the Company's independent accountants and officers to review
accounting principles used by the Company, the adequacy of internal controls,
the responsibilities and fees of the independent accountants, and other matters.

The Company also has a management liaison committee which meets quarterly
with various management personnel of ^ INVESCO in order (a) to facilitate better
understanding of management and operations of the Company, and (b) to review
legal and operational matters which have been assigned to the committee by the
board of directors, in furtherance of the board of directors' overall duty of
supervision.

The Company also has a soft dollar brokerage committee. The committee meets
periodically to review soft dollar brokerage transactions by the Funds, and to
review policies and procedures of the Funds' adviser with respect to soft dollar
brokerage transactions. It reports on these matters to the Company's board of
directors.

The Company also has a derivatives committee. The committee meets
periodically to review derivatives investments made by the Funds. It monitors
derivatives usage by the Funds and the procedures utilized by the Funds' adviser
to ensure that the use of such instruments follows the policies on such
instruments adopted by the Company's board of directors. It reports on these
matters to the Company's board of directors.

HOW SHARES CAN BE PURCHASED

^ The shares of each Fund are sold on a continuous basis at the ^ net asset
value per share of the Fund next calculated after receipt of a purchase order in
good form. The net asset value per share is computed separately for each Fund
and is determined once each day that the New York Stock Exchange is open as of
the close of regular trading on that Exchange but may also be computed at other
times. See "How Shares Are Valued."

The Company has authorized one or more brokers to accept purchase orders on
the Funds' behalf. Such brokers are authorized to designate other intermediaries
to accept purchase orders on the Funds' behalf. The Funds will be deemed to have
received a purchase order when an authorized broker, or, if applicable, a
broker's authorized designee, accepts the order. A purchase order will be priced
at a Fund's net asset value next calculated after the order has been accepted by
an authorized broker or the broker's authorized designee.

IDI acts as the Funds' distributor under a distribution agreement with the
^ Funds and bears all expenses, including the costs of printing and distributing
prospectuses, incident to ^ direct sales and distribution of Fund shares on a
no-load basis.
<PAGE>

^ Distribution Plan. As discussed under "How To Buy Shares --Distribution
Expenses" in the Prospectuses, the Company has adopted a Plan and Agreement of
Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. The Plan
provides that each of the Funds may make monthly payments to IDI of amounts
computed at an annual rate no greater than 0.25% of each Fund's average net
assets to permit IDI, at its discretion, to engage in certain activities and
provide services in connection with the distribution of each Fund's shares to
investors. Payment ^ by a Fund under the Plan, for any month, may be made to
compensate IDI for permissible activities engaged in and services provided by
IDI during the rolling 12-month period in which that month falls. For the fiscal
year ended July 31, ^ 1998, the Multi-Asset Allocation Fund and the Balanced
Fund made payments to ^ INVESCO (the predecessor of IDI as distributor of shares
of the Funds) and IDI under the 12b-1 Plan in the amount of ^ $44,552 and ^
$451,807, respectively, prior to the voluntary absorption of certain Fund
expenses by ^ INVESCO and, with respect to the Multi-Asset Allocation Fund, IMR.
In addition, as of July 31, ^ 1998 $4,869 and ^ $49,525 of additional
distribution accruals had been incurred under the Plan for the Multi-Asset
Allocation Fund and Balanced Fund, respectively, and will be paid during the
fiscal year ending July 31, ^ 1999. As noted in the Prospectuses, one type of
expenditure ^ is the payment of compensation to securities companies and other
financial institutions and organizations, which may include ^ INVESCO-affiliated
companies, in order to obtain various distribution-related and/or administrative
services for the Funds. Each Fund is authorized by the Plan to use its assets to
finance the payments made to obtain those services. Payments will be made by IDI
to broker-dealers who sell shares of the Funds and may be made to banks, savings
and loan associations and other depository institutions. Although the
Glass-Steagall Act limits the ability of certain banks to act as underwriters of
mutual fund shares, the Company does not believe that these limitations would
affect the ability of such banks to enter into arrangements with IDI but can
give no assurance in this regard. However, to the extent it is determined
otherwise in the future, arrangements with banks might have to be modified or
terminated, and, in that case, the size of one or more of the Funds possibly
could decrease to the extent that the banks would no longer invest customer
assets in a particular Fund. Neither the Company nor its investment adviser will
give any preference to banks or other depository institutions which enter into
such arrangements when selecting investments to be made by each Fund.

For the fiscal year ended July 31, ^ 1998, allocation of 12b-1 amounts
paid by the Multi-Asset Allocation Fund for the following categories of expenses
were: advertising -- ^ $5,059; sales literature, printing and postage -- ^
$18,238; direct mail -- ^ $2,864; public relations/promotion -- ^ $2,174;
compensation to securities dealers and other organizations -- ^ $7,040;
marketing personnel --^ $9,177. For the fiscal year ended July 31, ^ 1998,
allocation of 12b-1 amounts paid by the Balanced Fund for the following
categories of expenses were: advertising -- ^ $146,478 sales literature,
printing and postage -- ^ $80,184; direct mail --^ $22,071; public
relations/promotion -- ^ $20,601 compensation to securities dealers and other
organizations -- ^ $123,899 marketing personnel -- ^ $58,574.

The nature and scope of services which are provided by securities dealers
and other organizations may vary by dealer but include, among other things,
processing new stockholder account applications, preparing and transmitting to
the Company's Transfer Agent computer ^ processable tapes of ^ transactions by
each Fund's customers, serving as the primary source of information to customers
in answering questions concerning each Fund and assisting in other customer
transactions with each Fund.

The Plan was approved on October 20, 1993, at a meeting called for such

<PAGE>

purpose by a majority of the directors of the Company, including a majority of
the directors who neither are "interested persons" of the Company nor have any
financial interest in the operation of the Plan ("independent directors"). The
board of directors, on February 4, 1997, approved amending the Plan to a
compensation type 12b-1 plan. This amendment of the Plan did not result in
increasing the amount of the Company's payments thereunder. The Plan has been
continued by action of the board of directors until May 15, 1999. Pursuant to
authorization granted by the Company's board of directors on September 2, 1997,
a new Plan became effective on September 29, 1997, under which IDI assumed all
obligations related to distribution from INVESCO.

The Plan provides that it shall continue in effect with respect to each
Fund for so long as such continuance is approved at least annually by the vote
of the board of directors of the Company cast in person at a meeting called for
the purpose of voting on such continuance. The Plan can also be terminated at
any time with respect to any Fund, without penalty, if a majority of the ^
independent directors, or shareholders of such Fund, vote to terminate the Plan.
The Company may, in its absolute discretion, suspend, discontinue or limit the
offering of ^ shares of any ^ of the Funds at any time. In determining whether
any such action should be taken, the board of directors intends to consider all
relevant factors including, without limitation, the size of the Funds, the
investment climate for any particular Fund, general market conditions and the
volume of sales and redemptions of Fund shares. The Plan may continue in effect
and payments may be made under the Plan following any such temporary suspension
or limitation of the offering of a Fund's shares; however, the Company is not
contractually obligated to continue the Plan for any particular period of time.
Suspension of the offering of a Fund's shares would not, of course, affect a
shareholder's ability to redeem his shares. So long as the Plan is in effect,
the selection and nomination of persons to serve as independent directors of the
Company shall be committed to the independent directors then in office at the
time of such selection or nomination. The Plan may not be amended to increase
materially the amount of any Fund's payments thereunder without approval of the
shareholders of that Fund, and all material amendments to the Plan must be
approved by the board of directors of the Company, including a majority of the ^
independent directors. Under the agreement implementing the Plan, IDI or the
Funds, the latter by vote of a majority of the ^ independent directors or of the
holders of a majority of any Fund's outstanding voting securities, may terminate
such agreement without penalty upon 30 days' written notice to the other party.
No further payments will be made by any Fund under the Plan in the event of its
termination as to that Fund.

To the extent that the Plan constitutes a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act, it shall remain in effect as such, so
as to authorize the use of each Fund's assets in the amounts and for the
purposes set forth therein, notwithstanding the occurrence of an assignment, as
defined by the 1940 Act and rules thereunder. To the extent it constitutes an
agreement pursuant to a plan, each Fund's obligation to make payments to IDI
shall terminate automatically in the event of such "assignment," in which case
the Funds may continue to make payments, pursuant to the Plan, to IDI or another
organization only upon the approval of new arrangements, which may or may not be
with IDI, regarding the use of the amounts authorized to be paid by it under the
Plan, by the directors, including a majority of the ^ independent directors, by
a vote cast in person at a meeting called for such purpose.

Information regarding the services rendered under the Plan and the amounts
paid therefor by each Fund are provided to, and reviewed by, the directors on a
quarterly basis. On an annual basis, the directors consider the continued
appropriateness of the Plan at the level of compensation provided therein.

<PAGE>

The only directors or interested persons, as that term is defined in
Section 2(a)(19) of the 1940 Act, of the Company who have a direct or indirect
financial interest in the operation of the Plan are the officers and directors
of the Company listed herein under the section entitled "The ^ Funds And ^ Their
Management -Officers And Directors of the Company" who are also officers either
of IDI or companies affiliated with IDI. The benefits which the Company believes
will be reasonably likely to flow to the Funds and their shareholders under the
Plan include the following:

(1) Enhanced marketing efforts, if successful, should result in an
increase in net assets through the sale of additional shares and
afford greater resources with which to pursue the investment
objectives of the Funds;

(2) The sale of additional shares reduces the likelihood that
redemption of shares will require the liquidation of securities of the
Funds in amounts and at times that are disadvantageous for investment
purposes;

(3) The positive effect which increased Fund assets will have on its
revenues could allow ^ INVESCO and its affiliated companies:

(a) To have greater resources to make the financial commitments
necessary to improve the quality and level of each Fund's
shareholder services (in both systems and personnel),

(b) To increase the number and type of mutual funds available to
investors from ^ INVESCO and its affiliated companies
(and support them in their infancy) and thereby expand the
investment choices available to all shareholders, and

(4) Increased Fund assets may result in reducing each investor's share
of certain expenses through economies of scale (e.g., exceeding
established breakpoints in the advisory fee schedule and allocating
fixed expenses over a larger asset base), thereby partially offsetting
the costs of the Plan.

HOW SHARES ARE VALUED

As described in the section of each Fund's Prospectus entitled " ^ Fund
Price And Performance," the net asset value of shares of each Fund ^ is computed
once each day that the New York Stock Exchange is open as of the close of
regular trading on that Exchange (generally 4:00 p.m., New York time) and
applies to purchase and redemption orders received prior to that time. Net asset
value per share is also computed on any other day on which there is a sufficient

<PAGE>

degree of trading in the securities held by a Fund that the current net asset
value per share of such Fund might be materially affected by changes in the
value of the securities held, but only if on such day that Fund receives a
request to purchase or redeem shares. Net asset value per share is not
calculated on days the New York Stock Exchange is closed, such as federal
holidays, including New Year's Day, Martin Luther King, Jr. Day, Presidents'
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and
Christmas.

The net asset value per share of each Fund is calculated by dividing the
value of all securities held by the Fund and its other assets (including
dividends and interest accrued but not collected), less the Fund's liabilities
(including accrued expenses), by the number of outstanding shares of the Fund.^
Securities traded on national securities exchanges, the NASDAQ National Market
System, the NASDAQ Small Cap Market and foreign markets are valued at their last
sale prices on the exchanges or markets where such securities are primarily
traded. Securities traded in the over-the-counter market for which last sale
prices are not available, and listed securities for which no sales were reported
on a particular date, are valued at their highest closing bid prices (or, for
debt securities, yield equivalents thereof) obtained from one or more dealers
making markets for such securities. If market quotations are not readily
available, securities or other assets will be valued at their fair values as
determined in good faith by the Company's board of directors or pursuant to
procedures adopted by the board of directors. The above procedures may include
the use of valuations furnished by a pricing service which employs a matrix to
determine valuations for normal institutional-size trading units of debt
securities. Prior to utilizing a pricing service, the Company's board of
directors reviews the methods used by such service to assure itself that
securities will be valued at their fair values. The Company's board of directors
also periodically monitors the methods used by such pricing services. Debt
securities with remaining maturities of 60 days or less at the time of purchase
are normally valued at amortized cost.

The value of securities held by each Fund^ and other assets used in
computing net asset value^ generally ^ are determined as of the time regular
trading in such securities or assets is completed each day. Because regular
trading in most foreign securities markets is completed simultaneously with, or
prior to, the close of regular trading on the New York Stock Exchange, closing
prices for foreign securities usually are available for purposes of computing a
Fund's net asset value ^. However, in the event that the closing price of a
foreign security is not available in time to calculate a Fund's net asset value
on a particular day, the Company's board of directors has authorized the use of
the market price for the security obtained from an approved pricing service at
an established time during the day which may be prior to the close of regular
trading in the security. The value of all assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at the spot
rate of such currencies against U.S. dollars provided by an approved pricing
service.

FUND PERFORMANCE

As discussed in the section of each Fund's Prospectus entitled "Fund Price
And Performance," the Company advertises the total return performance of the
Funds. The total return performance for each Fund for the indicated periods
ended July 31, ^ 1998 was as follows:

<PAGE>

Fund 1 Year Life of Fund*
---- ------ -------------

Multi-Asset Allocation Fund ^ 8.15% 12.99%
Balanced Fund ^ 12.90% 19.14%

*Commencement of Operations December 1, 1993.

Average annual total return performance is computed by finding the average
annual compounded rates of return that would equate the initial amount invested
to the ending redeemable value, according to the following formula:

P(1 + T)exponent n = ERV

where: P = initial payment of $1000
T = average annual total return
n = number of years
ERV = ending redeemable value of initial payment

The average annual total return performance figures shown above were
determined by solving the above formula for "T" for each time period shown.

In conjunction with performance reports, comparative data between the
Fund's performance for a given period and other types of investment vehicles,
including certificates of deposit, may be provided to prospective investors and
shareholders.

In conjunction with performance reports and/or analyses of shareholder
service for the Funds, comparative data between a Fund's performance for a given
period and recognized indices of investment results for the same period, and/or
assessments of the quality of shareholder service, may be provided to
shareholders. Such indices include indices provided by Dow Jones & Company,
Standard & Poor's, Lipper Analytical Services, Inc., Lehman Brothers, National
Association of Securities Dealers Automated Quotations, Frank Russell Company,
Value Line Investment Survey, the American Stock Exchange, Morgan Stanley
Capital International, Wilshire Associates, the Financial Times Stock Exchange,
the New York Stock Exchange, the Nikkei Stock Average and Deutcher Aktienindex,
all of which are unmanaged market indicators. In addition, rankings, ratings and
comparisons of investment performance and/or assessments of the quality of
shareholder service made by independent sources may be used in advertisements,
sales literature or shareholder reports, including reprints of, or selections
from, editorials or articles about the Funds. These sources utilize information
compiled (i) internally; (ii) by Lipper Analytical Services, Inc.; or (iii) by
other recognized analytical services. The Lipper Analytical Services, Inc.
mutual fund rankings and comparisons which may be used by the Multi-Asset
Allocation Fund and the Balanced Fund in performance reports will be drawn from
the Flexible Portfolio Funds and Balanced Funds mutual fund groupings,
respectively, in addition to the broad-based Lipper general fund groupings.
Sources for Fund performance information and articles about the Funds include,
but are not limited to, the following:

<PAGE>

American Association of Individual Investors' Journal
Banxquote
Barron's
Business Week
CDA Investment Technologies
CNBC
CNN
Consumer Digest
Financial Times
Financial World
Forbes
Fortune
Ibbotson Associates, Inc.
Institutional Investor
Investment Company Data, Inc.
Investor's Business Daily
Kiplinger's Personal Finance
Lipper Analytical Services, Inc.'s Mutual Fund Performance
Analysis
Money
Morningstar
Mutual Fund Forecaster
No-Load Analyst
No-Load Fund X
Personal Investor
Smart Money
The New York Times
The No-Load Fund Investor
U.S. News and World Report
United Mutual Fund Selector
USA Today
Wall Street Journal
Wiesenberger Investment Companies Services
Working Woman
Worth

SERVICES PROVIDED BY THE FUND

Periodic Withdrawal Plan. As described in the section of each Fund's
Prospectus entitled "How To Sell Shares," each Fund offers a Periodic Withdrawal
Plan. ^ All dividends and other distributions on shares owned by shareholders
participating in this Plan are reinvested in additional shares. Because
withdrawal payments represent the proceeds from sales of shares, the amount of
shareholders' investments in a Fund will be reduced to the extent that
withdrawal payments exceed dividends and other distributions paid and
reinvested. Any gain or loss on such redemptions must be reported for tax
purposes. In each case, shares will be redeemed at the close of business on or
about the 20th day of each month preceding payment and payments will be mailed
within five business days thereafter.

The Periodic Withdrawal Plan involves the use of principal and is not a
guaranteed annuity. Payments under such Plan do not represent income or a return
on investment.

Participation in the Periodic Withdrawal Plan may be terminated at any time
by sending a written request to ^ INVESCO. Upon termination, all future
dividends and capital gain distributions will be reinvested in additional shares
unless a shareholder requests otherwise.

<PAGE>

Exchange Policy. As discussed in the section of each Fund's Prospectus
entitled "How To Buy Shares -- Exchange Policy," each Fund offers shareholders
the ability to exchange shares of the Funds for shares of another fund or for
shares of certain other no-load mutual funds advised by ^ INVESCO. Exchange
requests may be made either by telephone or by written request to ^ INVESCO,
using the telephone number or address on the cover of this Statement of
Additional Information. Exchanges made by telephone must be in an amount of at
least $250 if the exchange is being made into an existing account of one of the
INVESCO funds. All exchanges that have established a new account must meet the
fund's applicable minimum initial investment requirements. Written exchange
requests into an existing account have no minimum requirements other than the
fund's applicable minimum subsequent investment requirements. Any gain or loss
realized on such an exchange is recognized for federal income tax purposes. This
^ ability is not an option or right to purchase securities ^ and is not
available in any state or other jurisdiction where the shares of the mutual fund
into which transfer is to be made are not qualified for sale, or when the net
asset value of the shares presented for exchange is less than the minimum dollar
purchase required by the appropriate prospectus.

TAX-DEFERRED RETIREMENT PLANS

As described in the section of each Fund's Prospectus entitled "Fund
Services - Retirement Plans And IRAs," shares of a Fund may be purchased as the
investment medium for various tax-deferred retirement plans. Persons who request
information regarding these plans from ^ INVESCO will be provided with prototype
documents and other supporting information regarding the type of plan requested.
Each of these plans involves a long-term commitment of assets and is subject to
possible regulatory penalties for excess contributions, premature distributions
or for insufficient distributions after age 70-1/2. The legal and tax
implications may vary according to the circumstances of the individual investor.
Therefore, the investor is urged to consult with an attorney or tax adviser
prior to the establishment of such a plan.

HOW TO REDEEM SHARES

Normally, payments for shares redeemed will be mailed within seven days
following receipt of the required documents as described in the section of each
Fund's Prospectus entitled "How To ^ Sell Shares." The right of redemption may
be suspended and payment postponed when: (a) the New York Stock Exchange is
closed for other than customary weekends and holidays; (b) trading on that
exchange is restricted; (c) an emergency exists as a result of which disposal by
a Fund of securities owned by it is not reasonably practicable or it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets; or (d) the ^ SEC by order so permits.

The Company has authorized one or more brokers to accept purchase orders
on the Funds' behalf. Such brokers are authorized to designate other
intermediaries to accept purchase orders on the Funds' behalf. The Funds will be
deemed to have received a purchase order when an authorized broker, or, if
applicable, a broker's authorized designee, accepts the order. A purchase order
will be priced at a Fund's Net Asset Value next calculated after the order has
been accepted by an authorized broker or the broker's authorized designee

It is possible that in the future conditions may exist which would, in the
opinion of the Company's investment adviser, make it undesirable for a Fund to
pay for redeemed shares in cash. In such cases, the investment adviser may
authorize payment to be made in portfolio securities or other property of the

<PAGE>

Fund. However, the Company is obligated under the 1940 Act to redeem for cash
all shares of a Fund presented for redemption by any one shareholder having a
value up to $250,000 (or 1% of the Fund's net assets if that is less) in any
90-day period. Securities delivered in payment of redemptions are selected
entirely by the investment adviser based on what is in the best interests of the
Fund and its shareholders, and are valued at the value assigned to them in
computing the Fund's net asset value per share. Shareholders receiving such
securities are likely to incur brokerage costs on their subsequent sales of the
securities.

DIVIDENDS, OTHER DISTRIBUTIONS AND TAXES

Each Fund intends to continue to conduct its business and satisfy the
applicable diversification of assets and source of income requirements to
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). Each Fund so qualified for the
taxable year ended July 31, ^ 1998, and intends to continue to qualify during
its current taxable year. As a result, ^ it is anticipated that ^ neither Fund
will pay ^ federal income or excise taxes and that both funds will be accorded
conduit or "pass through" treatment for federal income tax purposes.

Dividends paid by each Fund from net investment income as well as
distributions of net realized short-term capital gains and net realized gains
from certain foreign currency transactions are, for federal income tax purposes,
taxable as ordinary income to shareholders. After the end of each calendar year,
each Fund sends shareholders information regarding the amount and character of
dividends paid in the year.

Distributions by each Fund of net capital gain (the excess of net
long-term capital gain over net short-term capital loss) are, for federal
income tax purposes, taxable to the shareholder as long-term capital gains
regardless of how long a shareholder has held shares of the Fund. Long-term
gains realized between May 7, 1997 and July 28, 1997 on the sale of securities
held for more than 12 months are taxable at the maximum rate of 20%. ^ Long-term
gains realized between July 29, 1997 and December 31, 1997 on the sale of
securities held for more than one year but not for more than 18 months are
taxable at ^ the maximum rate of 28% (depending on the shareholder's marginal
tax rate). Long-term gains realized between July 29, 1997 and December 31, 1997
on the sale of securities held for more than 18 months are taxable at ^ the
maximum rate of 20% (depending on the shareholder's marginal tax rate).
Beginning January 1, 1998, the IRS Restructuring and Reform Act of 1998, signed
into law on July 24, 1998, lowers the holding period for long-term capital gains
entitled to the 20% capital gains tax rate from 18 months to 12 months.
Accordingly, all long-term gains realized after December 31, 1997 on the sale of
securities held for more than 12 months will be taxable at a maximum rate of
20%. Note that the rate of capital gains tax is dependant on the shareholder's
marginal tax rate and may be lower than the above rates. At the end of each
year, information regarding the tax status of dividends and other distributions
is provided to shareholders. Shareholders should consult their tax advisers as
to the effect of ^ distributions by a Fund ^.

All dividends and other distributions are regarded as taxable to the
investor, regardless whether such dividends and distributions are reinvested in
additional shares of one of the Funds or another fund in the INVESCO group. The
net asset value of Fund shares reflects accrued net investment income and
undistributed realized capital and foreign currency gains; therefore, when a
distribution is made, the net asset value is reduced by the amount of the

<PAGE>

distribution. If the net asset value of Fund shares were reduced below a
shareholder's cost as a result of a distribution, such distribution would be
taxable to the shareholder although a portion would be, in effect, a return of
invested capital. If shares are purchased shortly before a distribution, the
full price for the shares will be paid and some portion of the price may then be
returned to the shareholder as a taxable dividend or capital gain. However, the
net asset value per share will be reduced by the amount of the distribution,
which would reduce any gain (or increase any loss) for tax purposes on any
subsequent redemption of shares ^.

^ INVESCO may provide Fund shareholders ^ with information concerning the
average cost basis of their shares in order to help them prepare their tax
returns. This information is intended as a convenience to shareholders and will
not be reported to the Internal Revenue Service (the "IRS"). The IRS permits the
use of several methods to determine the cost basis of mutual fund shares. The
cost basis information provided by ^ INVESCO will be computed using the
single-category average cost method, although neither ^ INVESCO nor a Fund
recommends any particular method of determining cost basis. Other methods may
result in different tax consequences. If a shareholder has reported gains or
losses ^ for a Fund in past years, the shareholder must continue to use the cost
basis method previously used unless the shareholder applies to the IRS for
permission to change the method.

If Fund shares are sold at a loss after being held for six months or less,
the loss will be treated as a long-term, instead of short-term, capital loss to
the extent of any capital gain distributions received on those shares.

Each Fund will be subject to a non-deductible 4% excise tax to the extent
it fails to distribute by the end of any calendar year substantially all of it
ordinary income for that year and net capital gains for the one-year period
ending on October 31 of that year, plus certain other amounts.

Dividends and interest received by a Fund may be subject to income,
withholding or other taxes imposed by foreign countries and U.S. possessions
that would reduce the yield on its securities. Tax conventions between certain
countries and the United States may reduce or eliminate these foreign taxes,
however, and many foreign countries do not impose taxes on capital gains in
respect of investments by foreign investors. Foreign taxes withheld ^ may be
treated as an expense of the Fund.

Each Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation (other than a controlled
foreign corporation) that, in general, meets either of the following tests: (1)
at least 75% of its gross income is passive or (2) an average of at least 50% of
its assets produce, or are held for the production of, passive income. Under
certain circumstances, ^ a Fund will be subject to federal income tax on a
portion of any "excess distribution" received on the stock of a PFIC or of any
gain on disposition of the stock (collectively " PFIC income"), plus interest
thereon, even if a Fund distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to a
Fund to the extent that income is distributed to its shareholders.

<PAGE>

Each Fund may elect to "mark-to-market" its stock in any PFIC.
Marking-to-market, in this context, means including in ordinary income for each
taxable year the excess, if any, of the fair market value of the PFIC stock over
a Fund's adjusted tax basis therein as of the end of that year. Once the
election has been made, a Fund also will be allowed to deduct from ordinary
income the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the end of the year, but only to the extent of any
net mark-to-market gains with respect to that PFIC stock included by a Fund for
^ taxable years beginning after December 31, 1997. A Fund's adjusted tax basis
in each PFIC's stock with respect to which it makes this election will be
adjusted to reflect the amounts of income included and deductions taken under
the election.

Gains or losses (1) from the disposition of foreign currencies, (2) from
the disposition of debt securities denominated in foreign currency that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of disposition, and (3) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues interest, dividends or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time each Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses may increase or
decrease the amount of a Fund's investment company taxable income to be
distributed to its shareholders.

Shareholders should consult their own tax advisers regarding specific
questions as to federal, state and local taxes. Dividends and other
distributions generally will be subject to applicable state and local taxes.
Qualification as a regulated investment company under the Code for federal
income tax purposes does not entail government supervision of management or
investment policies.

INVESTMENT PRACTICES

Portfolio Turnover. There are no fixed limitations regarding ^ a Fund's
portfolio turnover ^. The rate of portfolio turnover can fluctuate under
constantly changing economic conditions and market circumstances. Securities
initially satisfying the basic policies and objectives of a Fund may be disposed
of when they are no longer suitable. Brokerage costs to these Funds are
commensurate with the rate of portfolio activity. Portfolio turnover rates for
the fiscal years ended July 31, 1998, 1997^ and 1996 ^ for the Multi-Asset
Allocation Fund were 101%, 98%^ and 92% ^, respectively, and for the Balanced
Fund were 108%, 155%^ and 259% ^, respectively. In computing portfolio turnover
rates, all investments with maturities or expiration dates at the time of
acquisition of one year or less are excluded. Subject to this exclusion, the
turnover rate is calculated by dividing (A) the lesser of purchases or sales of
portfolio securities for the fiscal year by (B) the monthly average of the value
of portfolio securities owned by the Fund during the fiscal year.

Placement of Portfolio Brokerage. ^ INVESCO, as the Company's investment
adviser, or ^, with respect to the Multi-Asset Allocation Fund, IMR, as the
Company's sub-^ adviser, places orders for the purchase and sale of securities
with ^ broker-dealers' based upon ^ INVESCO's or the sub-^ adviser's, if
applicable, evaluation of such ^ brokers' and dealers' financial responsibility,
subject to their ability to effect transactions at the best available prices. ^
INVESCO or the ^ sub-adviser, if applicable, evaluates the overall
reasonableness of brokerage commissions or underwriting discounts (the

<PAGE>

difference between the full acquisition price to acquire the new offering and
the discount offered to members of the underwriting syndicate) paid by reviewing
the quality of executions obtained on ^ the portfolio transactions of each Fund,
viewed in terms of the size of transactions, prevailing market conditions in the
security purchased or sold^ and general economic and market conditions. In
seeking to ensure that the commissions or discounts charged the Funds are
consistent with prevailing and reasonable commissions or discounts, ^ INVESCO or
the sub-^ adviser, if applicable, also endeavors to monitor brokerage industry
practices with regard to the commissions or discounts charged by broker-dealers
on transactions effected for other comparable institutional investors. While ^
INVESCO or the sub-^ adviser, if applicable, seeks reasonably competitive rates,
the Funds do not necessarily pay the lowest commission, spread or discount
available.

Consistent with the standard of seeking to obtain the best execution on
portfolio transactions, ^ INVESCO or the sub-^ adviser, if applicable, may
select brokers that provide research services to effect such transactions.
Research services consist of statistical and analytical reports relating to
issuers, industries, securities and economic factors and trends, which may be of
assistance or value to ^ INVESCO or the sub-^ adviser, if applicable, in making
informed investment decisions. Research services prepared and furnished by
brokers through which the Funds effect securities transactions may be used by ^
INVESCO or the sub-^ adviser, if applicable, in servicing all of their
respective accounts and not all such services may be used by ^ INVESCO or the
sub-^ adviser, if applicable, in connection with the Funds.

In recognition of the value of the above-described brokerage and research
services provided by certain brokers, ^ INVESCO or the sub-^ adviser, if
applicable, consistent with the standard of seeking to obtain the best execution
on portfolio transactions, may place orders with such brokers for the execution
of transactions for the Funds on which the commissions or discounts are in
excess of those which other brokers might have charged for effecting the same
transactions.

Portfolio transactions may be effected through qualified ^ brokers and
dealers that recommend the Funds to their clients, or ^ that act as agent in the
purchase of ^ a Fund's shares for their clients. When a number of brokers and
dealers can provide comparable best price and execution on a particular
transaction, ^ INVESCO may consider the sale of Fund shares by a broker or
dealer in selecting among qualified ^ brokers and dealers.

Certain financial institutions (including brokers who may sell shares of
the Funds, or affiliates of such brokers) are paid a fee (the "Services Fee")
for recordkeeping, shareholder communications and other services provided by the
brokers to investors purchasing shares of the Funds through no transaction fee
programs ("NTF Programs") offered by the financial institution or its ^
affiliated broker (an "NTF Program Sponsor"). The Services Fee is based on the
average daily value of the investments in each Fund made in the name of such NTF
Program Sponsor and held in omnibus accounts maintained on behalf of investors
participating in the NTF Program. With respect to certain NTF Programs, the
directors of the Company have authorized the Funds to apply dollars generated
from the Company's Plan and Agreement of Distribution pursuant to Rule 12b-1
under the 1940 Act (the "Plan") to pay the entire Services Fee, subject to the
maximum Rule 12b-1 fee permitted by the Plan. With respect to other NTF
Programs, the Company's directors have authorized the Funds to pay transfer
agency fees to ^ INVESCO based on the number of investors who have beneficial
interests in the NTF Program Sponsor's omnibus accounts in the Funds. ^ INVESCO,

<PAGE>

in turn, pays these transfer agency fees to the NTF Program Sponsor as a
sub-transfer agency or recordkeeping fee in payment of all or a portion of the
Services Fee. In the event that the sub-transfer agency or recordkeeping fee is
insufficient to pay all of the Services Fee with respect to these NTF Programs,
the directors of the Company have authorized the Company to apply dollars
generated from the Plan to pay the remainder of the Services Fee, subject to the
maximum Rule 12b-1 fee permitted by the Plan. ^ INVESCO itself pays the portion
of ^ a Fund's Services Fee, if any, that exceeds the sum of the sub-transfer
agency or recordkeeping fee and Rule 12b-1 fee. The Company's directors have
further authorized ^ INVESCO to place a portion of each Fund's brokerage
transactions with certain NTF Program Sponsors or their affiliated brokers, if ^
INVESCO reasonably believes that, in effecting the Fund's transactions in
portfolio securities, the broker is able to provide the best execution of orders
at the most favorable prices. A portion of the commissions earned by such a
broker from executing portfolio transactions on behalf of the Funds may be
credited by the NTF Program Sponsor against its Services Fee. Such credit shall
be applied first against any sub-transfer agency or recordkeeping fee payable
with respect to the Funds, and second against any Rule 12b-1 fees used to pay a
portion of the Services Fee, on a basis which has resulted from negotiations
between ^ INVESCO or IDI and the NTF Program Sponsor. Thus, the Funds pay
sub-transfer agency or recordkeeping fees to the NTF Program Sponsor in payment
of the Services Fee only to the extent that such fees are not offset by a Fund's
credits. In the event that the transfer agency fee paid by the Funds to ^
INVESCO with respect to investors who have beneficial interests in a particular
NTF Program Sponsor's omnibus accounts in a Fund exceeds the Services Fee
applicable to the Fund, after application of credits, ^ INVESCO may carry
forward the excess and apply it to future Services Fees payable to that NTF
Program Sponsor with respect to a Fund. The amount of excess transfer agency
fees carried forward will be reviewed for possible adjustment by ^ INVESCO prior
to each fiscal year-end of the Funds. The Company's board of directors has also
authorized the Funds to pay to IDI the full Rule 12b-1 fees contemplated by the
Plan ^ as payment for expenses incurred by IDI in engaging in the activities and
providing the services on behalf of the Funds contemplated by the Plan, subject
to the maximum Rule 12b-1 fee permitted by the Plan, notwithstanding that
credits have been applied to reduce the portion of the 12b-1 fee that would have
been used to compensate IDI for payments to such NTF Program Sponsor absent such
credits.

* With respect to INVESCO Multiple Asset Funds, Inc., the Company's
directors have not authorized INVESCO to place any portion of the INVESCO
Multi-Asset Allocation Fund's brokerage transactions with brokers that sponsor
NTF Programs in order to obtain such credits.

The aggregate dollar amounts of brokerage commissions paid by the
Multi-Asset Allocation Fund for the fiscal years ended July 31, 1998, 1997^ and
1996 ^, were $11,354, $28,745^ and $16,522 ^, respectively. The aggregate dollar
amounts of brokerage commissions paid by the Balanced Fund for the years ended
July 31, 1998, 1997^ and 1996 ^, were $1,318,035, $1,382,425^ and $1,262,695 ^,
respectively. The higher levels of brokerage commissions paid by the Funds for
the years ended July 31, 1996 ^ were primarily due to the increased size of the
Funds, increased portfolio turnover and the fact that the fiscal 1996 ^ figures
reflect a full year of operations. For the fiscal year ended July 31, ^ 1998,
brokers providing research services received ^ $305,214 in commissions on
portfolio transactions effected for the Funds. The aggregate dollar amount of
such portfolio transactions was ^ $205,920,368. On a Fund-by-Fund basis, this
figure breaks down as follows: Multi-Asset Allocation, ^ $194,457 and Balanced,
^ $205,725,911. As a result of selling shares of the Funds, brokers received ^
$0 in commissions on portfolio transactions effected for the Funds during the
fiscal year ended July 31, ^ 1998.

<PAGE>

At July 31, ^ 1998, each of the Funds held securities of its regular
brokers or dealers, or their parent companies, as follows:

Value of Securities
Fund Broker or Dealer at ^ 7/31/98
- ---- ---------------- -------------------
Multi-Asset State Street Bank & ^ Trust $ 2,453,000
Allocation Fund Bear Stearns ^ $ 145,000
Morgan Stanley Dean Witter $ 17,000
Associate Corp. Of North America $ 108,000
Salomon Smith Barney Fixed Income $ 75,000 ^

Balanced Fund State Street Bank & ^ Trust $11,981,000

^ Neither INVESCO nor IMR receives any brokerage commissions on portfolio
transactions effected on behalf of the Funds, and there is no affiliation
between ^ INVESCO ^, IMR or any person affiliated with ^ INVESCO ^, IMR or the
Funds and any broker or dealer that executes transactions for the Funds.

ADDITIONAL INFORMATION

Common Stock. The Company has ^ 1,600,000,000 authorized shares of common
stock with a par value of $0.01 per share. Of the Company's authorized shares,
100,000,000 shares have been allocated to each of two series, representing the
Company's two Funds. As of ^ August 31, ^ 1998, 1,684,256 shares of the INVESCO
Multi-Asset Allocation Fund and ^ 13,597,684 shares of the INVESCO Balanced Fund
were outstanding. All shares offered hereby, when issued, will be fully paid and
nonassessable. The board of directors has the authority to designate additional
series of common stock without seeking the approval of shareholders and may
classify and reclassify any authorized but unissued shares.

Shares of each series represent the interests of the shareholders of such
series in a particular portfolio of investments of the Company. Each series of
the Company's shares is preferred over all other series in respect of the assets
specifically allocated to that series, and all income, earnings, profits and
proceeds from such assets, subject only to the rights of creditors, are
allocated to shares of that series. The assets of each series are segregated on
the books of account and are charged with the liabilities of that class and with
a share of the Company's general liabilities. The board of directors determines
those assets and liabilities deemed to be general assets or liabilities of the
Company, and these items are allocated among series in a manner deemed by the
board of directors to be fair and equitable. Generally, such allocation will be
made based upon the relative total net assets of each series. In the unlikely
event that a liability allocable to one series exceeds the assets belonging to
the series, all or a portion of such liability may have to be borne by the
holders of shares of the Company's other series.

<PAGE>

All Fund shares, regardless of series, have equal voting rights. Voting
with respect to certain matters, such as ratification of independent accountants
or election of directors, will be by all series of the Company. When not all
series are affected by a matter to be voted upon, such as approval of an
investment advisory contract or changes in a Fund's investment policies, only
shareholders of the series affected by the matter may be entitled to vote.
Company shares have noncumulative voting rights, which means that the holders of
a majority of the shares voting for the election of directors can elect 100% of
the directors if they choose to do so. In such event, the holders of the
remaining shares voting for the election of directors will not be able to elect
any person or persons to the board of directors. After they have been elected by
shareholders, the directors will continue to serve until their successors are
elected and have qualified or they are removed from office, in either case by a
shareholder vote, or until death, resignation or retirement. ^ The directors may
appoint their own successors, provided that always at least a majority of the
directors have been elected by the Company's shareholders. It is the intention
of the Company not to hold annual meetings of shareholders. The directors will
call annual or special meetings of shareholders for action by shareholder vote
as may be required by the ^ 1940 Act or the Company's Articles of Incorporation,
or at their discretion.

Principal Shareholders. As of ^ August 31, 1998, the following persons held
more than 5% of the Funds' outstanding equity securities.

Shares Held and Percent
Name and Address Nature of Ownership ^ of Class
- ---------------- ------------------- ----------
Multi-Asset
Allocation Fund

Charles Schwab & Co., Inc. ^ 290,908.3290 17.34%
Special Custody Acct. For Record
The Exclusive Benefit
of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104

INVESCO Trust Co. 207,766.03301 2.39%
Eagle Hardware and Garden Record
Retirement Savings Plan 401k
981 Powell Ave. S.W.
Renton, WA 98055-2908

Balanced Fund

Charles Schwab & Co., Inc. ^ 3,309,384.5670 24.53%
Special Custody Acct. For Record
The Exclusive Benefit
of Customers
Attn: Mutual Funds

101 Montgomery St.
San Francisco, CA 94104

<PAGE>

Saxon & Co. TR 971,498.0820 7.20%
91 Vested Interest Omnibus Record
Asset
A/C #20-01-302-9912426
P.O. Box 7780-1888
Philadelphia, PA 19182-0001

Independent Accountants. ^ PricewaterhouseCoopers LLP, 950 Seventeenth
Street, Denver, Colorado, has been selected as the independent accountants of
the Company. The independent accountants are responsible for auditing the
financial statements of the Company.

Custodian. State Street Bank and Trust Company, P.O. Box 351, Boston,
Massachusetts, has been designated as custodian of the cash and investment
securities of the Company. The bank is also responsible for, among other things,
receipt and delivery of the investment securities of the Company's Funds in
accordance with procedures and conditions specified in the custody agreement.
Under its contract with the Company, the custodian is authorized to establish
separate accounts in foreign countries and to cause foreign securities owned by
the Funds to be held outside the United States in branches of U.S. banks and, to
the extent permitted by applicable regulations, in certain foreign banks and
foreign securities depositories.

Transfer Agent. The Company is provided with transfer agent, registrar and
dividend disbursing agent services by INVESCO Funds Group, Inc., 7800 E. Union
Avenue, Denver, Colorado 80237, pursuant to the Transfer Agency Agreement
described herein. Such services include the issuance, cancellation and transfer
of shares of the Funds and the maintenance of records regarding the ownership of
such shares.

Reports to Shareholders. The Company's fiscal year ends on July 31. The
Company distributes reports at least semiannually to its shareholders. Financial
statements regarding the Company, audited by the independent accountants, are
sent to shareholders annually.

Legal Counsel. The firm of Kirkpatrick & Lockhart LLP, Washington, D.C., is
legal counsel for the Company. The firm of Moye, Giles, O'Keefe, Vermeire &
Gorrell, Denver, Colorado, acts as special counsel to the Company.

Financial Statements. The Company's audited financial statements and the
notes thereto for the fiscal year ended July 31, ^ 1998, and the report of ^
PricewaterhouseCoopers LLP with respect to such financial statements, are
incorporated herein by reference from the Funds' Annual Report to Shareholders
for the fiscal year ended July 31, ^ 1998.

Prospectuses. The Company will furnish, without charge, a copy of ^ any
Fund's Prospectus ^ upon request. There is a separate Prospectus available for
each Fund. Such requests should be made to the Company at the mailing address or
telephone number set forth on the first page of this Statement of Additional
Information.

Registration Statement. This Statement of Additional Information and the
related Prospectuses do not contain all of the information set forth in the
Registration Statement the Company has filed with the SEC. The complete
Registration Statement may be obtained from the SEC upon payment of fee
prescribed by the rules and regulations of the SEC.

<PAGE>

APPENDIX A

DESCRIPTION OF FUTURES AND OPTIONS CONTRACTS

Options on Securities

An option on a security provides the purchaser, or "holder," with the
right, but not the obligation, to purchase, in the case of a "call" option, or
sell, in the case of a "put" option, the security or securities underlying the
option, for a fixed exercise price up to a stated expiration date. The holder
pays a non-refundable purchase price for the option, known as the "premium." The
maximum amount of risk the purchaser of the option assumes is equal to the
premium plus related transaction costs, although the entire amount may be lost.
The risk of the seller, or "writer," however, is potentially unlimited, unless
the option is "covered," which is generally accomplished through the writer's
ownership of the underlying security, in the case of a call option, or the
writer's segregation of an amount of cash or securities equal to the exercise
price, in the case of a put option. If the writer's obligation is not so
covered, it is subject to the risk of the full change in value of the underlying
security from the time the option is written until exercise.

Upon exercise of the option, the holder is required to pay the purchase
price of the underlying security, in the case of a call option, or to deliver
the security in return for the purchase price, in the case of a put option.
Conversely, the writer is required to deliver the security, in the case of a
call option, or to purchase the security, in the case of a put option. Options
on securities which have been purchased or written may be closed out prior to
exercise or expiration by entering into an offsetting transaction on the
exchange on which the initial position was established, subject to the
availability of a liquid secondary market.

Options on securities are traded on national securities exchanges, such as
the Chicago Board of Options Exchange ^, which are regulated by the Securities
and Exchange Commission. The Options Clearing Corporation ("OCC") guarantees the
performance of each party to an exchange-traded option by in effect taking the
opposite side of each such option. A holder or writer may engage in transactions
in exchange-traded options on securities and options on indices of securities
only through a registered broker-dealer which is a member of the exchange on
which the option is traded.

An option position in an exchange-traded option may be closed out only on
an exchange which provides a secondary market for an option of the same series.
Although the Funds will generally purchase or write only those options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market on an exchange will exist for any particular option at
any particular time. In such event it might not be possible to effect closing
transactions in a particular option with the result that the Funds would have to
exercise the option in order to realize any profit. This would result in the
Funds incurring brokerage commissions upon the disposition of underlying
securities acquired through the exercise of a call option or upon the purchase
of underlying securities upon the exercise of a put option. If ^ the Fund, as a
covered call option ^ writer, is unable to effect a closing purchase transaction
in a secondary market, ^ unless the Fund is required to deliver the securities
pursuant to the assignment of an exercise notice, it will not be able to sell
the underlying security until the option expires.

<PAGE>

Reasons for the potential absence of a liquid secondary market on an
exchange include the following: (i) there may be insufficient trading interest
in certain options; (ii) restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; (iii) trading halts, suspensions
or other restrictions may be imposed with respect to particular classes or
series of options or underlying securities: (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an exchange or a clearing corporation may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons, decide or be compelled at some future date to discontinue the
trading of options (or particular class or series of options) in which event the
secondary market on that exchange (or in the class or series of options) would
cease to exist, although outstanding options on that exchange which had been
issued by a clearing corporation as a result of trades on that exchange would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated trading activity or other unforeseen events might
not, at a particular time, render certain of the facilities of any of the
clearing corporations inadequate and thereby result in the institution by an
exchange of special procedures which may interfere with the timely execution of
customers' orders. However, the ^ OCC, based on forecasts provided by the U.S.
exchanges, believes that its facilities are adequate to handle the volume of
reasonably anticipated options transactions, and such exchanges have advised
such clearing corporation that they believe their facilities will also be
adequate to handle reasonably anticipated volume.

In addition, options on securities may be traded over-the-counter ("OTC")
through financial institutions dealing in such options as well as the underlying
instruments. OTC options are purchased from or sold (written) to dealers or
financial institutions which have entered into direct agreements with the ^
Company on behalf of a Fund. With OTC options, such variables as expiration
date, exercise price and premium will be agreed upon between the ^ Fund and the
transacting dealer, without the intermediation of a third party such as the OCC.
If the transacting dealer fails to make or take delivery of the securities
underlying an option it has written, in accordance with the terms of that option
as written, the ^ Fund would lose the premium paid for the option as well as any
anticipated benefit of the transaction. The Fund will engage in OTC option
transactions only with primary U.S. Government securities dealers recognized by
the Federal Reserve Bank of New York.

Futures Contracts

A ^ futures contract is a bilateral agreement providing for the purchase
and sale of a specified type and amount of a financial instrument or foreign
currency, or for the making and acceptance of a cash settlement, at a stated
time in the future, for a fixed price. By its terms, a ^ futures contract
provides for a specified settlement date on which, in the case of the majority
of interest rate and foreign currency futures contracts, the fixed income
securities or currency underlying the contract are delivered by the seller and
paid for by the purchaser, or on which, in the case of stock index futures
contracts and certain interest rate and foreign currency futures contracts, the
difference between the price at which the contract was entered into and the
contract's closing value is settled between the purchaser and seller in cash.
Futures ^ contracts differ from options in that they are bilateral agreements,
with both the purchaser and the seller equally obligated to complete the
transaction. In addition, ^ futures contracts call for settlement only on the
expiration date and cannot be "exercised" at any other time during their term.

<PAGE>

The purchase or sale of a ^ futures contract also differs from the
purchase or sale of a security or the purchase of an option in that no purchase
price is paid or received. Instead, an amount of cash or cash equivalent, which
varies but may be as low as 5% or less of the value of the contract, must be
deposited with the broker as "initial margin." Subsequent payments to and from
the broker, referred to as "variation margin," are made on a daily basis as the
value of the index or instrument underlying the ^ futures contract fluctuates,
making positions in the ^ futures contract more or less valuable, a process
known as "marking to market."

A ^ futures contract may be purchased or sold only on an exchange, known
as a "contract market," designated by the Commodity Futures Trading Commission
for the trading of such contract, and only through a registered futures
commission merchant which is a member of such contract market. A commission must
be paid on each completed purchase and sale transaction. The contract market
clearing house guarantees the performance of each party to a ^ futures contract
by in effect taking the opposite side of such Contract. At any time prior to the
expiration of a ^ futures contract, a trader may elect to close out its position
by taking an opposite position on the contract market on which the position was
entered into, subject to the availability of a secondary market, which will
operate to terminate the initial position. At that time, a final determination
of variation margin is made and any loss experienced by the trader is required
to be paid to the contract market clearing house while any profit due to the
trader must be delivered to it.

Interest rate futures contracts currently are traded on a variety of
fixed-income securities, including long-term U.S. Treasury ^ bonds, Treasury ^
notes, Government National Mortgage Association modified pass-through
mortgage-backed securities, U.S. Treasury ^ bills, bank certificates of deposit
and commercial paper. In addition, interest rate futures contracts include
contracts on indices of municipal securities. Foreign currency futures contracts
currently are traded on the British pound, Canadian dollar, Japanese yen, Swiss
franc, West German mark and on Eurodollar deposits.

<PAGE>

Options on Futures Contracts

An ^ option on a ^ futures contract provides the holder with the right to
enter into a "long" position in the underlying ^ futures contract, in the case
of a call option, or a "short" position in the underlying ^ futures contract, in
the case of a put option, at a fixed exercise price to a stated expiration date.
Upon exercise of the option by the holder, the contract market clearing house
establishes a corresponding short position for the writer of the option, in the
case of a call option, or a corresponding long position, in the case of a put
option. In the event that an option is exercised, the parties will be subject to
all the risks associated with the trading of ^ futures contracts, such as
payment of variation margin deposits. In addition, the writer of an ^ option on
a ^ futures contract, unlike the holder, is subject to initial and variation
margin requirements on the option position.

A position in an ^ option on a ^ futures contract may be terminated by the
purchaser or seller prior to expiration by effecting a closing purchase or sale
transaction, subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series (i.e., the same exercise
price and expiration date) as the option previously purchased or sold. The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

An option, whether based on a ^ futures contract, a stock index or a
security, becomes worthless to the holder when it expires. Upon exercise of an
option, the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same expiration date. A brokerage firm receiving such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration date. A writer therefore has
no control over whether an option will be exercised against it, nor over the
time of such exercise.

<PAGE>

PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:
Page in
Prospectus
(1) Financial statements and schedules
included in Prospectus (Part A):

Financial Highlights for INVESCO
Balanced Fund for the Period
December 1, 1993 (commencement of 9
investment operations) through
July 31, 1994 and the years ended
July 31, 1995, 1996 ^, 1997 and 1998.

Financial Highlights for the INVESCO 37
Multi-Asset Allocation Fund for the
period December 1, 1993 (commencement
of operations) through July
31, 1994 and the years ended
July 31, 1995, 1996 ^, 1997 and 1998.

Page in
Statement
of Addi-
tional In-
formation

(2) The following audited financial
statements of INVESCO ^
Flexible Funds, Inc. and the notes
thereto for the fiscal year
ended July 31, ^ 1998,
and the report of ^
PricewaterhouseCoopers LLP with
respect to such financial
statements, are incorporated
^ into the Statement of
Additional Information by reference
from the Company's Annual
Report to Shareholders for the
fiscal year ended July 31, ^
1998: Statement of Investment
Securities as of July 31, ^
1998; Statement of Assets and
Liabilities as of July 31, ^
1998; Statement of Operations
for the year ended July 31, ^
1998; Statement of Changes in
Net Assets for each of the two
years in the period ended
July 31, ^ 1998; Financial
Highlights for each of the ^ four
years in the period ended
July 31, ^ 1998 and the period
from commencement of the Funds'
investment operations
(December 1, 1993) through
July 31, 1994.

<PAGE>

(3) Financial statements and schedules
included in Part C:

None: Schedules have been omitted
as all information has been presented
in the financial statements.

(b) Exhibits:

(1) Articles of Incorporation (Charter).(2)

(a) Articles of Amendment to Articles
of Incorporation filed September 10, 1998.

(2) Bylaws.(2)

(3) Not applicable.

(4) Not required to be filed on EDGAR.

(5) (a) Investment Advisory Agreement Between
Registrant and INVESCO Funds Group, Inc.
dated February 28, ^ 1997.(3)

(b) Sub-Advisory Agreement Between
INVESCO Funds Group, Inc. and INVESCO
Management & Research, Inc. dated
February 28, 1997.(3) ^

(6) (a) General Distribution Agreement
Between Registrant and INVESCO Funds
Group, Inc. dated February 28, ^ 1997.(3)

(b) General Distribution Agreement
between Registrant and INVESCO
Distributors, Inc. dated September 30, ^ 1997.(3)

(7) (a) Defined Benefit Deferred
Compensation Plan for Non-Interested
Directors and Trustees.

(b) Form of Amended Defined Benefit
Deferred Compensation Plan for
Non-Interested Directors and Trustees.

(8) Custody Agreement Between Registrant
and State Street Bank and Trust Company
dated October 20, 1993.(2)

(a) Amendment to Custody Agreement
dated October 25, 1995.(2)
<PAGE>

(b) Data Access Services Addendum
dated May 19, ^ 1997.(3)

(9) (a) Transfer Agency Agreement Between Registrant
and INVESCO Funds Group, Inc. dated
February 28, ^ 1997.(3)

(b) Administrative Services Agreement between
Registrant and INVESCO Funds Group, Inc.
dated February 28, ^ 1997.(3)

(10) Opinion and consent of counsel as to the
legality of the securities being registered,
indicating whether they will, when sold, be
legally issued, fully paid and nonassessable
dated September 30, ^ 1993.(3)

(11) Consent of Independent Accountants.

(12) Not applicable.

(13) Not applicable.

(14) Copies of model plans used in the
establishment of retirement plans as follows:

(a) Non-standardized Profit Sharing Plan;

(b) Non-standardized Money Purchase Pension Plan;

(d) Standardized Money Purchase Pension Plan;

(e) Non-standardized 401(k) Plan Adoption Agreement;

(f) Standardized 401(k) Paired Profit Sharing Plan;

(g) Standardized Simplified Profit Sharing Plan;

^(h) Defined Contribution Master Plan & Trust Agreement^.

(15) (a) Plan and Agreement of Distribution pursuant to
Rule 12b-1 under the Investment Company Act of 1940
dated October 20, 1993.(2)

(b) Amendment of Plan and Agreement of Distribution
pursuant to 12b-1 under the Investment Company Act
of 1940 dated July 19, ^ 1995.(3)

(c) Amended Plan and Agreement of Distribution
adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 dated January 1,^ 1997.(3)

<PAGE>

(d) Amended Plan and Agreement of Distribution
adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 dated September 30, ^ 1997.(3)

(16) (a) Schedule for computation of performance data
for INVESCO Balanced ^ Fund.(3)

(b) Schedule for computation of performance data
for INVESCO Multi-Asset Allocation ^ Fund.(3)

(17) (a) Financial Data Schedule for the period ended July 31, ^
1998, for INVESCO Balanced Fund.

(b) Financial Data Schedule for the period ended July 31, ^
1998, for INVESCO Multi-Asset Allocation Fund.

(18) Not applicable.
- -------------------------
(1)Previously filed on EDGAR with the Registrant's Post-Effective Amendment
No. 3 to the Registrant's Registration Statement on Form N-1A on September 21,
1995, and incorporated herein by reference.

(2)Previously filed on EDGAR with Post-Effective Amendment No. 4 dated
November 27, 1996 and incorporated ^ herein by reference.

(3)Previously filed on EDGAR with Post-Effective Amendment No. 5 dated
November 24, 1997 and incorporated herein by reference.

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

No person is presently controlled by or under common control with
the INVESCO Multi-Asset Allocation of the INVESCO Balanced Funds of the
Registrant.

Item 26. Number of Holders of Securities

Number of Record
Holders as of

Title of Class ^ August 31, ^ 1998
-------------- -------------------

INVESCO Multi-Asset

Allocation Fund ^ 1,958

INVESCO Balanced Fund ^ 16,846

<PAGE>

Item 27. Indemnification

Indemnification provisions for officers and directors of Registrant
are set forth in Article VII, Section 2 of the Articles of Incorporation and are
hereby incorporated by reference. See Item 24(b)(1) above. Under these Articles,
officers and directors will be indemnified to the fullest extent permitted to
directors by the Maryland General Corporation Law, subject only to such
limitations as may be required by the Investment Company Act of 1940, as
amended, and the rules thereunder. Under the Investment Company Act of 1940,
Fund directors and officers cannot be protected against liability to the Company
or its shareholders to which they would be subject because of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties of
their office. The Company also maintains liability insurance policies covering
its directors and officers.

Item 28. Business and Other Connections of Investment Adviser

See "The Fund And Its Management" in the ^ Prospectuses and "The
Funds And Their Management" in the Statement of Additional Information for
information regarding the business of the investment adviser^, INVESCO.

Following are the names and principal occupations of each director
and officer of the investment adviser, INVESCO, and, during the past two fiscal
years, have held positions with Institutional Trust Company d.b.a. INVESCO Trust
Company, an affiliate of INVESCO.

Position
Name with Principal Occupation and
Adviser Company Affiliation
- ----- -------- ------------------------

Dan J. Hesser Chairman and Chairman
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Mark H. Williamson Officer & President & Chief
Director Executive Officer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

William J. Galvin, Jr. Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Ronald L. Grooms Officer Senior Vice President &
Treasurer
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Richard W. Healey Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237
<PAGE>

Daniel B. Leonard Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Charles P. Mayer Officer & Senior Vice President
Director INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Timothy J. Miller Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Donovan J. (Jerry) Paul Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Glen A. Payne Officer Senior Vice President,
Secretary & General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

John R. Schroer, II Officer Senior Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Ingeborg S. Cosby Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Elroy E. Frye, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Linda J. Gieger Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Mark D. Greenberg Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Gerard F. Hallaren, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Richard R. Hinderlie Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Thomas M. Hurley Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Patricia F. Johnston Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

James F. Lummanick Officer Vice President &
Assistant General Counsel
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Thomas A. Mantone, Jr. Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Trent E. May Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Frederick R. (Fritz) Meyer Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Jeffrey G. Morris Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Laura M. Parsons Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Pamela J. Piro Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Gary L. Rulh Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

John S. Segner Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Terri B. Smith Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Alan I. Watson Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Judy P. Wiese Officer Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Ronald C. Lively Officer Senior Regional Vice President
INVESCO Funds Group, Inc.
17406 Brown Road
Odessa, FL 33556

Scott E. Stapley Officer Senior Regional Vice President
INVESCO Funds Group, Inc.
1615 Arch Bay Drive
Newport Beach, CA 92660

David B. McElroy Officer Regional Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Ryland K. Pruett, Jr. Officer Regional Vice President
INVESCO Funds Group, Inc.
2337 Mirow Place
Charlotte, NC 28270

Thomas H. Scanlan Officer Regional Vice President
INVESCO Funds Group, Inc.
12028 Edgepark Court
Potomac, MD 20854

Michael D. Legoski Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Stephen A. Moran Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Donald R. Paddack Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Kent T. Schmeckpeper Officer Assistant Vice President
Account Relationship Manager
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Tane' T. Tyler Officer Assistant Vice President
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

<PAGE>

Jeraldine E. Kraus Officer Assistant Secretary
INVESCO Funds Group, Inc.
7800 East Union Avenue
Denver, CO 80237

Item 29. Principal Underwriters

(a)^ INVESCO Diversified Funds, Inc.
INVESCO Emerging Opportunity Funds, Inc.
INVESCO ^ Equity Funds, Inc.
INVESCO Income Funds, Inc.
INVESCO Growth Fund, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Strategic Portfolios, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.

(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ ------------- --------------

William J. Galvin, Jr. Senior Vice Assistant
7800 E. Union Avenue President & Secretary
Denver, CO 80237 Ass't. Secretary

Ronald L. Grooms Senior Vice Treasurer,
7800 E. Union Avenue President & Chief Fin'l
Denver, CO 80237 Treasurer Officer, and
Chief Acctg.
Off.

^ Richard W. Healey Senior Vice
7800 E. Union Avenue ^ President
Denver, CO 80237

Dan J. Hesser Chairman of
7800 E. Union Avenue the Board,
Denver, CO 80237 & Director

Charles P. Mayer Director
7800 E. Union Avenue
Denver, CO 80237

Glen A. Payne Senior Vice Secretary
7800 E. Union Avenue President,
Denver, CO 80237 Secretary &
General Counsel
<PAGE>

Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue & Assistant
Denver, CO 80237 Treasurer

Mark H. Williamson President, Chief President,
7800 E. Union Avenue Executive CEO &
Denver, CO 80237 Officer & Director
Director ^

Item 30. Location of Accounts and Records

^ Mark H. Williamson
7800 E. Union Avenue
Denver, CO 80237

Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) The Registrant shall furnish each person to whom
a prospectus is delivered with a copy of the
Registrant's latest annual report to shareholders,
upon request and without charge.

(b) The Registrant hereby undertakes that the board
of directors will call a special shareholders
meeting for the purpose of voting on the question
of removal of a director or directors of the Company
if requested to do so in writing by the holders of
at least 10% of the outstanding shares of the
Company, and to assist the shareholders in
communicating with other shareholders as
required by the Investment Company Act of 1940.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the registrant certifies that it ^ has duly
caused this post-effective amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, County of Denver,
and State of Colorado, on the ^ 29th day of September, 1998.

^ INVESCO Flexible Funds, Inc.
^(formerly, INVESCO Multiple
Attest: Asset Funds, Inc.)

/s/ Glen A. Payne /s/ ^ Mark H. Williamson
- ------------------------------------ -------------------------------
Glen A. Payne, Secretary ^ Mark H. Williamson, President

Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this ^ 29th day of
September, 1998.

^/s/ Mark H. Williamson /s/ Lawrence H. Budner
- ------------------------------------ -------------------------------
^ Mark H. Williamson, President ^ Lawrence H. Budner, Director
^
/s/ Ronald L. Grooms ^/s/Fred A. Deering
- ------------------------------------ -------------------------------
Ronald L. Grooms, Treasurer ^ Fred A. Deering, Director
(Chief Financial and
Accounting Officer)

/s/ Victor L. Andrews ^/s/Larry Soll
- ------------------------------------ -------------------------------
^ Victor L. Andrews, Director Larry Soll, Director

/s/ ^ Bob R. Baker /s/Kenneth T. King
- ------------------------------------ -------------------------------
^ Bob R. Baker, Director Kenneth T. King, Director

/s/ Charles W. Brady /s/ John W. McIntyre
- ------------------------------------ -------------------------------
Charles W. Brady, Director John W. McIntyre, Director

/s/ Wendy L. Gramm /s/ Daniel D. Chabris
- ------------------------------------ -------------------------------
Wendy L. Gramm, Director Daniel D. Chabris, Director

By* By* /s/ Glen A. Payne
- ------------------------------------ -------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact

* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant (with the exception of Drs. Soll and Gramm) have been filed
with the Securities and Exchange Commission on October 4, 1993, November 24,
1993, September 20, 1995 ^, November 27, 1996 and November 24, 1997.

<PAGE>

Exhibit Index

Page in
Exhibit Number Registration Statement

^ 1(a) 113
7(b) 115
11 122
14(a) 123
14(b) 163
14(c) 197
14(d) 230
14(e) 262
14(f) 314
14(g) 357
14(h) 366
17(a) 469
17(b) 470

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
INVESCO MULTIPLE ASSET FUNDS, INC.

INVESCO Multiple Asset Funds, Inc., a corporation organized and existing
under the General Corporation Law of the State of Maryland (the "Company"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: Article I of the Articles of Incorporation of the Company is
hereby amended to read as follows:

ARTICLE I

NAME AND TERM

The name of the corporation is "INVESCO FLEXIBLE FUNDS, INC," and it
shall have perpetual existence.

SECOND: Article III of the Articles of Incorporation of the Company is
hereby amended to read as follows:

ARTICLE III

CAPITALIZATION

Section 1. The aggregate number of shares of stock of all series
which the Company shall have the authority to issue is one billion six
hundred million (1,600,000,000) shares of Common Stock, having a par
value of one cent ($0.01) per share. The aggregate par value of all
shares which the Company shall have authority to issue is sixteen million
dollars ($16,000,000). Such stock may be issued as full shares or as
fractional shares.

In the exercise of the powers granted to the Board of Directors
pursuant to Section 3 of this Article III, the Board of Directors
designates two series of shares of common stock of the Company to be
designated as the INVESCO Balanced Fund and the INVESCO Multi-Asset
Allocation Fund. One hundred million (100,000,000) shares of the Company's
Common Stock are classified as and are allocated to each of the INVESCO
Balanced Fund and the INVESCO Multi-Asset Allocation Fund.

Unless otherwise prohibited by law, so long as the Company is
registered as an open-end investment company under the Investment Company
Act of 1940, as amended, the total number of shares which the Company is
authorized to issue may be increased or decreased by the board of
directors in accordance with the applicable provisions of the Maryland
General Corporation Law.

THIRD: The foregoing amendment, in accordance with the requirements
of Section 2-605 of the General Corporation Law of the State of Maryland,
was approved by a majority of the Board of Directors of the Company on
August 5, 1998.

FOURTH: The foregoing amendment was duly adopted in accordance
with the requirements of Section 2-408 of the General Corporation Law
of the State of Maryland.
<PAGE>

The undersigned, President of the Company, who is executing on behalf of
the Company the foregoing Articles of Amendment, of which this paragraph is made
a part, hereby acknowledges, in the name and on behalf of the Company, the
foregoing Articles of Amendment to be the corporate act of the Company and
further verifies under oath that, to the best of his knowledge, information and
belief, the matters and facts set forth herein are true in all material
respects, under the penalties of perjury.

IN WITNESS WHEREOF, INVESCO Multiple Asset Funds, Inc. has caused these
Articles of Amendment to be signed in its name and on its behalf by its
President and witnessed by its Secretary on the 8th day of September, 1998.

These Articles Supplementary shall be effective upon acceptance by the
Maryland State Department of Assessments and Taxation.

INVESCO MULTIPLE ASSET FUNDS, INC.

By: /s/ Mark H. Williamson
____________________________________
Mark H. Williamson, President
[SEAL]

WITNESSED:

By: /s/ Glen A. Payne
________________________
Glen A. Payne, Secretary

CERTIFICATION

I, Michael T. Branstiter, a notary public in and for the City and County
of Denver, and State of Colorado, do hereby certify that Mark H. Williamson,
personally known to me to be the person whose name is subscribed to the
foregoing Articles of Amendment, appeared before me this date in person and
acknowledged that he signed, sealed and delivered said instrument as his full
and voluntary act and deed for the uses and purposes therein set forth.

Given my hand and official seal this 8th day of September, 1998.

/s/ Michael T. Branstiter
------------------------------------
Notary Public

My Commission Expires: 03/14/02
----------

FORM OF
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES

The registered, open-end management investment companies referred to on
Schedule A as the Schedule may hereafter be revised by the addition and deletion
of investment companies (the "Funds") have adopted this Defined Benefit Deferred
Compensation Plan ("Plan") for the benefit of those directors and trustees of
the Funds who are not interested directors or trustees thereof as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent
Directors").

1. Eligibility

Each Independent Director who has served as such ("Eligible Service") on
the boards of any of the Funds and their predecessor and successor entities, if
any, or as an Independent Director of the now-defunct investment management
company known as FG Series for an aggregate of at least five years at the time
of his Service Termination Date (as defined in paragraph 2) will be entitled to
receive benefits under the Plan. An Independent Director's period of Eligible
Service commences on the date of election to the board of directors or trustees
of any one or more of the Funds ("Board"). Hereafter, references in this Plan to
Independent Directors shall be deemed to include only those Directors who have
met the Eligible Service requirement for Plan participation.

2. Service Termination and Service Termination Date

a. Service Termination. Service Termination means termination
of service (other than by disability or death) of an Independent
Director which results from the Director's having reached his
Service Termination Date.

b. Service Termination Date. An Independent Director's Service Termination
Date is normally the last day of the calendar quarter in which such Director's
seventy-second birthday occurs. A majority of the Board of a Fund may annually
extend a Director's Service Termination Date for a maximum period of three
years, through the date not later than the last day of the calendar quarter in
which such Director's seventy-fifth birthday occurs.

As used in this Plan unless otherwise stipulated, Service Termination Date
shall mean an Independent Director's normal

<PAGE>

Service Termination Date, or the Director's extended Service Termination Date,
whichever may be applicable to the Independent Director.

3. Defined Payments and Benefit

a. Payments. If an Independent Director's Service Termination Date occurs
on a date not later than the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurs, the Independent Director will receive
four quarterly payments during the first twelve months subsequent to his Service
Termination Date (the "First Year Retirement Payments"), with each payment to be
equal to 50 percent of the annual basic retainer and annualized board meeting
fees payable by each Fund to the Independent Director on his Service Termination
Date (excluding any fees relating to chairing committees).

b. Benefit. Commencing with the first anniversary of the Service
Termination Date of any Independent Director who has received the First Year
Retirement Payments, and commencing as of the Service Termination Date of an
Independent Director whose Service Termination Date is subsequent to the date of
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurred, the Independent Director will receive, for the remainder of
his life, a benefit (the "Benefit"), payable quarterly, with each quarterly
payment to be equal to 50 percent of the annual basic retainer and annualized
board meeting fees payable by each Fund to the Independent Director on his
Service Termination Date (excluding any fees relating to chairing committees).

c. Death Provisions. If an Independent Director's service as a Director is
terminated because of his death subsequent to the last day of the calendar
quarter in which such Director's seventy-second birthday occurred and prior to
the last day of the calendar quarter in which such Director's seventy-fourth
birthday occurs, the designated beneficiary of the Independent Director shall
receive the First Year Retirement Payments and shall, commencing with the
quarter following the quarter in which the last First Year Retirement Payment is
made, receive the Benefit for a period of ten years, with quarterly payments to
be made to the designated beneficiary.

If an Independent Director's service as a Director is terminated because
of his death prior to the last day of the calendar quarter in which such
Director's seventy-second birthday

<PAGE>

occurs or subsequent to the last day of the calendar quarter in which such
Director's seventy-fourth birthday occurred, the designated beneficiary of the
Independent Director shall receive the Benefit for a period of ten years, with
quarterly payments to be made to the designated beneficiary commencing in the
first quarter following the Director's death.

d. Disability Provisions. If an Independent Director's service as a
Director is terminated because of his disability subsequent to the last day of
the calendar quarter in which such Director's seventy-second birthday occurred
and prior to the last day of the calendar quarter in which such Director's
seventy-fourth birthday occurs, the Independent Director shall receive the First
Year Retirement Payments and shall, commencing with the quarter following the
quarter in which the last First Year Retirement Payment is made, receive the
Benefit for the remainder of his life, with quarterly payments to be made to the
disabled Independent Director. If the disabled Independent Director should die
before the First Year Retirement Payments are completed and before forty
quarterly Benefit payments are made, such payments will continue to be made to
the Independent Director's designated beneficiary until the aggregate of the
First Year Retirement Payments and forty quarterly Benefit payments have been
made to the disabled Independent Director and the Director's designated
beneficiary.

If an Independent Director's service as a Director is terminated because
of his disability prior to the last day of the calendar quarter in which such
Director's seventy-second birthday occurs or subsequent to the last day of the
calendar quarter in which such Director's seventy-fourth birthday occurred, the
Independent Director shall receive the Benefit for the remainder of his life,
with quarterly payments to be made to the disabled Independent Director
commencing in the first quarter following the Director's termination for
disability. If the disabled Independent Director should die before forty
quarterly payments are made, payments will continue to be made to the
Independent Director's designated beneficiary until the aggregate of forty
quarterly payments has been made to the disabled Independent Director and the
Director's designated beneficiary.

e. Death of Independent Director and Beneficiary. If the
Independent Director and his designated beneficiary should die
before the First Year Retirement Payments and/or a total of forty
quarterly Benefit payments are made, the remaining value of the
Independent Director's First Year Retirement Payments and/or

<PAGE>

Benefit shall be determined as of the date of the death of the Independent
Director's designated beneficiary and shall be paid to the estate of the
designated beneficiary in one lump sum or in periodic payments, with the
determinations with respect to the value of the First Year Retirement Payments
and/or Benefit and the method and frequency of payment to be made by the
Committee (as defined in paragraph 8.a.) in its sole discretion.

4. Designated Beneficiary

The beneficiary referred to in paragraph 3 may be designated or changed by
the Independent Director without the consent of any prior beneficiary on a form
provided by the Committee (as defined in paragraph 8.a.) and delivered to the
Committee before the Independent Director's death. If no such beneficiary shall
have been designated, or if no designated beneficiary shall survive the
Independent Director, the value or remaining value of the Independent Director's
First Year Retirement Payments and/or Benefit shall be determined as of the date
of the death of the Independent Director by the Committee and shall be paid as
promptly as possible in one lump sum to the Independent Director's estate.

5. Disability

An Independent Director shall be deemed to have become disabled for the
purposes of paragraph 3 if the Committee shall find on the basis of medical
evidence satisfactory to it that the Independent Director is disabled, mentally
or physically, as a result of an accident or illness, so as to be prevented from
performing each of the duties which are incumbent upon an Independent Director
in fulfilling his responsibilities as such.

6. Time of Payment

The First Year Retirement Payments and/or the Benefit for each year will
be paid in quarterly installments that are as nearly equal as possible.

7. Payment of First Year Retirement Payments and/or Benefit:
Allocation of Costs

Each Fund is responsible for the payment of the amount of the First Year
Retirement Payments and/or Benefit applicable to the Fund, as well as its
proportionate share of all expenses of administration of the Plan, including
without limitation all

<PAGE>

accounting and legal fees and expenses and fees and expenses of any Actuary. The
obligations of each Fund to pay such First Year Retirement Payments and/or
Benefit and expenses will not be secured or funded in any manner, and such
obligations will not have any preference over the lawful claims of each Fund's
creditors and shareholders. To the extent that the First Year Retirement
Payments and/or Benefit is paid by more than one Fund, such costs and expenses
will be allocated among such Funds in a manner that is determined by the
Committee to be fair and equitable under the circumstances. To the extent that
one or more of such Funds consist of one or more separate portfolios, such costs
and expenses allocated to any such Fund will thereafter be allocated among such
portfolios by the Board of the Fund in a manner that is determined by such Board
to be fair and equitable under the circumstances.

8. Administration

a. The Committee. Any question involving entitlement to payments under or
the administration of the Plan will be referred to a four-person committee (the
"Committee") composed of three Independent Directors designated by all of the
Independent Directors of the Funds and one director of the Funds who is not an
Independent Director, designated by the non-Independent Directors. Except as
otherwise provided herein, the Committee will make all interpretations and
determinations necessary or desirable for the Plan's administration, and such
interpretations and determinations will be final and conclusive. Committee
members will be elected annually.

b. Powers of the Committee. The Committee will represent and act on behalf
of the Funds in respect of the Plan and, subject to the other provisions of the
Plan, the Committee may adopt, amend or repeal bylaws or other regulations
relating to the administration of the Plan, the conduct of the Committee's
affairs, its rights or powers, or the rights or powers of its members. The
Committee will report to the Independent Directors and to the Boards of the
Funds from time to time on its activities in respect of the Plan. The Committee
or persons designated by it will cause such records to be kept as may be
necessary for the administration of the Plan.

9. Miscellaneous Provisions

a. Rights Not Assignable. Other than as is specifically
provided in paragraph 3, the right to receive any payment under the
Plan is not transferable or assignable, and nothing in the Plan

<PAGE>

shall create any benefit, cause of action, right of sale, transfer, assignment,
pledge, encumbrance, or other such right in any heirs or the estate of any
Independent Director.

b. Amendment, etc. The Committee, with the concurrence of the Board of any
Fund, may as to the specific Fund at any time amend or terminate the Plan or
waive any provision of the Plan; provided, however, that subject to the
limitations imposed by paragraph 7, no amendment, termination or waiver will
impair the rights of an Independent Director to receive the payments which would
have been made to such Independent Director had there been no such amendment,
termination, or waiver.

c. No Right to Reelection. Nothing in the Plan will create any
obligation on the part of the Board of any Fund to nominate any
Independent Director for reelection.

d. Consulting. Subsequent to his Service Termination Date, an Independent
Director may render such services for any Fund, for such compensation, as may be
agreed upon from time to time by such Independent Director and the Board of the
Fund which desires to procure such services.

e. Effectiveness. The Plan will be effective for all Independent Directors
who have Service Termination Dates occurring on and after October 20, 1993.
Periods of Eligible Service shall include periods commencing prior and
subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will
become effective as to that Fund on the date when the Committee determines that
any regulatory approval or advice that may be necessary or appropriate in
connection with the Plan have been obtained.

Adopted October 20, 1993. Amended October 19, 1994.
Amended May 1, 1996, effective July 1, 1996. Amended May 14, 1998, effective
July 14, 1998.

<PAGE>

SCHEDULE A
TO
DEFINED BENEFIT DEFERRED COMPENSATION PLAN
FOR NON-INTERESTED DIRECTORS AND TRUSTEES

INVESCO Diversified Funds, Inc.

INVESCO Dynamics Fund, Inc.

INVESCO Emerging Opportunity Funds, Inc.

INVESCO Growth Fund, Inc.

INVESCO Income Funds, Inc.

INVESCO Industrial Income Fund, Inc.

INVESCO International Funds, Inc.

INVESCO Money Market Funds, Inc.

INVESCO Multiple Asset Funds, Inc.

INVESCO Specialty Funds, Inc.

INVESCO Strategic Portfolios, Inc.

INVESCO Tax-Free Income Funds, Inc.

INVESCO Value Trust

INVESCO Variable Investment Funds, Inc.

The INVESCO Advisor Funds, Inc.

INVESCO Treasurer's Series Trust

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 6 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated September 4, 1998, relating to the financial
statements and financial highlights appearing in the July 31, 1998 Annual
Report to Shareholders of the INVESCO Diversified Funds, Inc., which is also
incorporated by reference into the Registration Statement.We also consent to
the references to us under the headings "Financial Highlights in the
Prospectus and under the headings "Independent Accountants" and "Financial
Statements" in the Statement of Additional Information.

/s/ Price Waterhouse LLP
- -------------------------

Price Waterhouse LLP
Denver, Colorado
September 24, 1998

Adoption Agreement #001
Letter Serial No. D346278a

Nonstandardized Profit Sharing Plan

Nonstandardized Profit Sharing Plan Features
- - Flexible Employer Contributions
- - Ability to exclude classifications of employees
- - May enforce last day requirement for employer contribution
- - Allows integrated contribution formula

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.
Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

Your Adoption Agreement and Basic Plan Document together constitute the rules
and parameters under which your retirement program will operate. Each section of
the Adoption Agreement requires the employer to make a selection. Whenever
possible (balancing complexity and space constraints) we have provided
instructions to the left of key selections. These instructions are intended to
assist you, the employer, in choosing the optional provisions for your
retirement program. They are not intended to substitute or replace competent
advice from your legal counsel or accountant. If further clarification is
necessary, contact your advisors or INVESCO Trust Company. We recommend that you
obtain the advice of your legal or tax advisor before you sign this Adoption
Agreement.

<PAGE>

ADOPTION AGREEMENT #001
NONSTANDARDIZED PROFIT SHARING PLAN

The undersigned, __________________________ ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the INVESCO
Trust Company Defined Contribution Master Plan (basic plan document #01) by
adopting the accompanying Plan and Trust in full as if the Employer were a
signatory to that Agreement. The employer makes the following elections granted
under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

(a) A discretionary Trustee, See Section 10.03[A] of the Plan.

(b) A nondiscretionary Trustee. See Section 10.03[B] of the
Plan. [Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is:
_________________________________________________.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b)
through (g))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the Plan).
[Note: If the Employer excludes union employees from the Plan, the Employer must
be able to provide evidence that retirement benefits were the subject of good
faith bargaining.]

(c) Nonresident aliens who do not receive any earned income (as defined in Code
ss.911(d)(2)) from the Employer which constitutes United States source income
(as defined in Code ss.861(a)(3)).

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify) ____________________________________________

Leased Employees. Any Leased Employee treated as an Employee
under Section 1.31 of the Plan, is: (Choose (h) or (i)

(h) Not eligible to participate in the Plan.

<PAGE>

(i) Eligible to participate in the Plan, unless excluded by reason of an
exclusion classification elected under this Adoption Agreement Section 1.07.

Related Employers. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

(j) No other related group member's Employees are eligible to participate in the
Plan.

(k) The following nonparticipating related group member's Employees are eligible
to participate in the Plan unless excluded by reason of an exclusion
classification elected under this Adoption Agreement Section
1.07:___________________________________________________________________________
________________________________________________________________________________

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b)

(a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

(b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least
one of (d) through (j))

(d) The Plan excludes Compensation in excess of $___________.

(e) In lieu of the definition in Section 1.12 of the Plan, Compensation means
any earnings reportable as W-2 wages for Federal income tax withholding purposes
subject to any other election under this Adoption Agreement Section 1.12.

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

(i) The Plan excludes Compensation from a related employer (as defined in
Section 1.30 of the Plan) that has not executed a Participation Agreement in
this Plan unless, pursuant to Adoption Agreement Section 1.07, the Employees of
that related employer are eligible to participate in this Plan.

<PAGE>

(j) (Specify) _____________________________________________.

If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

(a) The 12 consecutive month period ending every ___________.

(b) (Specify) ___________________________________________

Limitation Year. The Limitation year is: (Choose (C) or (d))

(d) The 12 consecutive month period ending every __________.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is _______________.

Restated Plan. The restated Effective Date is ______________.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established __________________.
(Note: See the Effective Date Addendum.)

1.27 HOUR OF SERVICE. The crediting method for Hours of Service
is: (Choose (a) or (b))

(a) The actual method.

(b) The ____________________________ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at least
one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly
payroll periods" or "monthly.")

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section
1.29 of the Plan, the Plan credits Service with the following

<PAGE>

predecessor employer(s): _______________________________________________________
_______________________________________________________________________________.
Service with the designated predecessor employer(s) applies:
(Choose at least one of (a) or (b); (C) is available only in
addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under
this provision, insert "N/A" in the first blank line. The
Employer may attach a schedule to this Adoption Agreement, in the
same format as this Section 1.29, designating additional
predecessor employers and the applicable service crediting
elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in
the Plan and also participates in a Plan maintained by the
leasing organization: (Choose (a) or (b))

(a) The Advisory Committee will determine the Leased Employee's allocation of
Employer contributions under Article III without taking into account the Leased
Employee's allocation, if any, under the leasing organization's plan.

(b) The Advisory Committee will reduce a Leased Employee's allocation of
Employer contributions under this Plan by the Leased Employee's allocation under
the leasing organization's plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided to the Employer. The
leasing organization's plan:

(1) Must be a money purchase plan which would satisfy the definition
under Section 1.31 of a safe harbor plan, irrespective of whether the
safe harbor exception applies.

(2) Must satisfy the features and, if a defined benefit plan, the
method of reduction described in an addendum to this Adoption
Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

(a) Attainment of age _____________ (Specify age, not exceeding 21).

<PAGE>

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in Service. See
Section 2.03(A) of the Plan.

(3) _____________ months (not exceeding 24) following the Employee's
Employment Commencement Date.

(4) One Hour of Service.

Plan Entry Date. "Plan Entry Date" means the Effective Date and:
(Choose (c), (d) or (e))

(d) The first day of the Plan Year.

(e) (Specify entry dates) ___________________________________.

Time of Participation. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date):

(f) immediately following

(g) immediately preceding

(h) nearest __________________________________________ the date the
Employer completes the eligibility conditions described in Options (a) and (b)
of this Adoption Agreement Section 2.01. [Note: The Employer must coordinate the
selection of (f), (g) or (h) with the "Plan Entry Date" selection in (c), (d) or
(e). Unless otherwise excluded under Section 1.07, the Employee must become a
Participant by the earlier of: (1) the first day of the Plan Year beginning
after the date the Employee completes the age and service requirements of Code
ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01
apply to: (Choose (I) or (j))

(i) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions.

(2) Employees who are Participants in the Plan as of the Effective
Date.

(j) Solely to an Employee employed by the Employer after ____________. If

<PAGE>

If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

(1) On the latest of the Effective Date, his Employment Commencement
Date or the date he attains age ___________ (not to exceed 21).

(2) Under the eligibility conditions in effect under the Plan prior to
the restated Effective Date. [For restated plans only]

(3) (Specify) _____________________________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

(a) 1,000 Hours of Service

(b) ____________________ Hours of Service
during an eligibility computation period to receive credit
for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation period
described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

(d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the Plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan.

(b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

(a) Does not permit an eligible Employee or a Participant to elect not to
participate.

(b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following rules:
(Complete (1), (2), (3) and (4))

(1) An election is effective for Plan Year if filed no later than
_________________________.

<PAGE>

(2) An election not to participate must be effective for at least
___________________ Plan Year(s).

(3) Following a re-election to participate, the Employee or
Participant:

(i) May not again elect not to participate for any subsequent
Plan Year.

(ii) May again elect not to participate, but not earlier than
the __________ Plan Year following the Plan Year in which the
re-election first was effective.

(Specify) ____________________________________________ [Insert "N/A" if
no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT. The amount of the Employer's annual contribution to the Trust will
equal: (Choose (a), (b), (c), (d) or (e))

(a) The amount (or additional amount) the Employer may from time to time
deem advisable.

(b) The amount (or additional amount) the Employer may from time to time
deem advisable, separately determined for each of the following classifications
of Participants: (Choose (1) or (2))

(1) Nonhighly Compensated Employees and Highly Compensated Employees.

(2) (Specify classifications) _________________________________________
_______________________________________________________________________

Under this Option (b), the Advisory Committee will allocate the amount
contributed for each Participant classification in accordance with Adoption
Agreement Section 3.04, as if the Participants in that classification were the
only Participants in the Plan.

(c) _________% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for which it
makes the contribution. [Note: The percentage selected may not
exceed 15%.]

(d) _________% of Net Profits but not more than $___________.

(e) This Plan is a frozen Plan effective ____________________. The Employer will
not contribute to the Plan with respect to any period following the stated date.

<PAGE>

Net Profits. The Employer: (Choose (f) or (g))

(f) Need not have Net Profits to make its annual contribution under this Plan.

(g) Must have current or accumulated Net Profits exceeding $____________ to make
the contributions described in Option _______.

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. If more than one member of a related group
(as defined in Section 1.30) execute this Adoption Agreement, each participating
member separately will determine Net Profits. "Net Profits" include both current
and accumulated Net Profits. The term "Net Profits" specifically excludes ______
_______________________________________________________________________________.
[Note: Enter "N/A" if no exclusions apply.

3.04 CONTRIBUTION ALLOCATION.

Method of Allocation. Subject to any restoration allocation required under
Section 5.04, the Advisory Committee will allocate and credit each annual
Employer contribution (and Participant forfeitures, if any) to the Account of
each Participant who satisfies the conditions of Section 3.06, in accordance
with the allocation method selected under this Section 3.04. If the Employer
elects Option (a)(2) or Option (d), for the first 3% of Compensation allocated
to all Participants, "Compensation" does not include any exclusion of elective
contributions), and the Advisory Committee must take into account the
Participant's Compensation for the entire Plan Year. (Choose an allocation
method under (a), (b), (c) or (d); (e) is mandatory of the Employer elects (b),
(c) or (d); (f) is optional in addition to any other election.)

(a) Nonintegrated Allocation Formula. (Choose (1) or (2))

(1) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

(2) The Advisory Committee will allocate the annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. For purposes of
this Option (2), "Participant" means, in addition to a participant who

<PAGE>

satisfies the requirements of Section 3.06 for the Plan Year, any other
Participant entitled to a top heavy minimum allocation under Section
3.04(B), but such Participant's allocation will not exceed 3% of his
Compensation for the Plan Year.

(b) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First, the
Advisory Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (e).

The Advisory Committee then will allocate any remaining Employer contributions
(and Participant forfeitures) in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the plan Year bears to
the total Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation may not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (e). Solely for purposes of the allocation in
this first paragraph, "Participant" means, in addition to a Participant who
satisfies the requirements of Section 3.06 for the Plan Year. (Choose (1) or
(2))

(1) No other Participant.

(2) Any other Participant entitled to a top heavy minimum allocation
under Section 3.04(B), but such Participant's allocation under this
Option (c) will not exceed 3% of his Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that each
Participant's Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year. The allocation under this
paragraph, as a percentage of each Participant's Excess Compensation, may not
exceed the allocation percentage in the first paragraph.

Finally, the Advisory Committee will allocate any remaining annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.

<PAGE>

(d) Four-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year, but not exceeding
3% of each Participant's Compensation. Solely for purposes of this first tier
allocation, a "Participant" means, in addition to any Participant who satisfies
the requirements of Section 3.06 for the Plan Year, any other Participant
entitled to a top heavy minimum allocation under Section 3.04(B) of the Plan.

As a second tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that each
Participant's Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation plus Excess Compensation for the Plan Year bears to
the total Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under the Maximum Disparity Table following Option
(e).

(e) Excess Compensation. For purposes of Option (b), (c) or (d), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) ______% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect on
the first day of the Plan Year: (Choose any combination of (I) and (ii)
or choose (iii))

(i) Rounded to ________ (but not exceeding the taxable
wage base).

(ii) But not greater than $_____________.

(iii)Without any further adjustment or limitation.

(2) $_______________ [Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is effective.]

<PAGE>

Maximum Disparity Table. For purpose of Options (b), (c) and (d),
the applicable percentage is:

Integration Level Applicable Applicable
(as percentage of Percentages for Percentages
taxable wage base) Option (b) or Option (c) for Option (d)

100% 5.7% 2.7%

More than 80% but
less than 100% 5.4% 2.4%

More than 20% (but
not less than $10,001)
and not more than 80% 4.3% 1.3%

20% (or $10,000, if
greater) or less 5.7% 2.7%

(f) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under this Section 3.04 by the Participant's
allocation under the following qualified plan(s) maintained by the Employer:
________________________.

The Advisory Committee will determine this allocation reduction:
(Choose (1) or (2))

(1) By treating the term "Employer contribution" as including all
amounts paid or accrued by the Employer during the plan Year to the
qualified plan(s) referenced under this Option (f). If a Participant
under this Plan also participates in that other plan, the Advisory
Committee will treat the amount the Employer contributes for or during
a Plan Year on behalf of a particular Participant under such other plan
as an amount allocated under this Plan to that Participant's Account
for that Plan Year. The Advisory committee will make the computation of
allocation required under the immediately preceding sentence before
making any allocation required by this Section 3.04.

(2) In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(f).

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (g) or (h))

(g) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section e.04(B)(7)(a) of the Plan.

<PAGE>

(h) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ___________________. However, the Employer will
make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (h). See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code 416.

(i) Without regard to which contributing related group member employs the
Participant.

(j) Only to the Participants directly employed by the contributing Employer. If
a Participant receives Compensation from more than one contributing Employer,
the Advisory Committee will determine the allocations under this Adoption
Agreement Section 3.04 by prorating among the participating Employers the
Participant's Compensation and, if applicable, the Participant's Integration
Level under Option (e).

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under
Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

(a) As an Employer contribution for the Plan Year in which the forfeiture
occurs, as if the Participant forfeiture were an additional Employer
contribution for that Plan Year.

(b) To reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the Plan Year in which the forfeiture occurs.

(c) First to reduce the Plan's ordinary and necessary administrative expenses
for the Plan Year and then will allocate any remaining forfeitures in the manner
described in Option (a) or in Option (b), whichever applies.

<PAGE>

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation
under Adoption Agreement Section 3.04 by taking into account: (Choose (a) or
(b))

(a) The Employee's Compensation for the entire Plan Year.

(b) The Employee's Compensation only for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of Employer contributions
and Participant forfeitures, if any, for the Plan Year, a Participant must
satisfy the conditions described in the following elections: (Choose (c) or at
least one of (d) through (f))

(c) Safe Harbor rule. If the Participant is employed by the Employer on the last
day of the Plan Year, the Participant must complete at least one Hour of Service
for that Plan Year. If the Participant is not employed by the Employer on the
last day of the Plan Year, the Participant must complete at least 501 Hours of
Service during the Plan Year.

(d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service for the Plan Year: (Choose at least one of (1
through (4))

(1) 1,000 Hours of Service.

(2) (Specify, but the number of Hours of Service may not exceed 1,000)
______________.

(3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of:
(Choose (i) through (iii)

(i) Death.

(ii) Disability.

(iii) Attainment of Normal Retirement Age in the current Plan
Year or in a prior Plan Year.

(4) _________ Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year, subject
to any election in Option (3).

(e) Employment conditions. The Participant must be employed by the Employer on
the last day of the Plan year, irrespective of whether he satisfies any Hours of
Service condition under Option (d), unless his employment terminates because of:
(Choose (1) or at least one of (2) through (4))

<PAGE>

(1) No exceptions.

(2) Death.

(3) Disability.

(4) Attainment of Normal Retirement Age in the current Plan Year or in
a prior Plan Year.

(f) (Specify other conditions, if applicable): ________________.

Suspension of Accrual Requirements. The suspension of accrual
requirements of Section 3.06(E) of the Plan: (Choose (g), (h) or
(i))

(g) Applies to the Employer's Plan.

(h) Does not apply to the Employer's Plan.

(i) Applies in modified form to the Employer's Plan, as described in an addendum
to this Adoption Agreement, numbered Section 3.06(E).

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 apply, the
Excess Amount attributed to this Plan equals:
(Choose (a), (b) or (c))

(a) The product of:

(i) the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code ss.415) times

(ii) the ratio of (1) the amount allocated to the Participant as of
such date under this Plan divided by (2) the total amount allocated as
of such date under all qualified defined contribution plans (determined
without regard to the limitations of Code ss.415).

(b) The total Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

(a) Does not apply to the Employer's Plan because the Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in this
Plan.

(b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

<PAGE>

(1) The Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

(2) Its contribution or allocation on behalf of the Participant to the
defined contribution plan under which the Participant participates and
then, if necessary, the Participant's projected annual benefit under
the defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan
with the following modifications:
(Choose (c) or at least one of (d) or (e))

(d) For Non-Key Employees participating only in this Plan, the top heavy minimum
allocation is the minimum allocation described in Section 3.04(B) determined by
substituting _____% (not less than 4%) for "3%", except: (Choose (1) or (2))

(1) No exceptions.

(2) Plan Years in which the top heavy ratio exceeds 90%.

(e) For Non-Key Employees also participating in the defined benefit plan, the
top heavy minimum is: (Choose (1) or (2))

(1) 5% of Compensation (as determined under Section 3.04(B)
of the Plan) irrespective of the contribution rate of any
Key Employee, except: (Choose (i) or (ii))

(i) No exceptions.

(ii) Substituting "7 1/2%" for "5%" if the top heavy ratio
does not exceed 90%.

(2) 0%. [Note: The employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code 416 for these Non-Key
Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:
___________________________.

<PAGE>

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code 416, the
Employer must provide the appropriate provisions in an addendum to this Adoption
Agreement.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(Choose (a) or (b))

(a) ____________ [State age, but may not exceed age 65].

(b) The later of the date the Participant attains _______ years of age or the
__________________ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan. [The age selected may not
exceed age 65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 5.02
of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE. The Employer elects the following vesting schedule:
(Choose (a) or (b); (C) and (d) are available only in addition to (b))

(a) Immediate vesting, 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01(b) require 2 years of service or more than 12 months of
employment.]

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Year of Nonforfeitable Year of Nonforfeitable
Service Percentage Service Percentage

Less than 1 ________ Less than 1 ________
1 ________ 1 ________
2 ________ 2 ________
3 ________ 3 ________

<PAGE>

4 ________ 4 ________
5 ________ 5 ________
6 or more 100% 6 ________
7 or more ________

(c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit will never
be less than the lesser of $__________ or his entire Accrued Benefit, even if
the application of the graduated vesting schedule under Option (b) would result
in a smaller Nonforfeitable Accrued Benefit.

[Note: Under Option (b), the Employer must complete a Top Heavy Schedule which
satisfies Code ss.416. The Employer, at its option, may complete a Non Top Heavy
Schedule. The Non Top Heavy Schedule must satisfy Code ss.411(a)(2). Also see
Section 7.05 of the Plan.]

(d) The Top Heavy Schedule under Option (b) applies: (Choose (1)
or (2))

(1) Only in a Plan Year for which the Plan is top heavy.

(2) In the Plan Year for which the Plan first is top heavy
and then is all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (e) or
(f))

(e) Subject to the vesting election under Options (a), or (b).

(f) 100% Nonforfeitable at all times, irrespective of the vesting election under
Option (b).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

(b) Employment Years. An Employment Year is the 12 consecutive month period
measured from the Employee's Employment Commencement Date and each

<PAGE>

successive 12 consecutive month period measured from each anniversary of that
Employment Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

(d) ___________ Hours of Service. [Note: The Hours of Service requirement
may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically excludes the
following Years of Service: (Choose (a) or at least one of (b) through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age
of _______________. [Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Bread in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service no required to be taken into account under this exception by reason of
any prior Break in Service.

(e) Any Year of Service earned prior to the effective date of ERISA if the Plan
would have disregarded that Year of Service on account of an Employee's
Separation from Service under a Plan provision in effect and adopted before
January 1, 1974.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

<PAGE>

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
_______________________________________________________________________________.

[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))

(a) ______________ of the _____________ Plan Year beginning after the
Participant's Separation from Service.

(b) _________________ following the Participant's Separation from Service.

(c) _________________ of the Plan Year after the Participant incurs
___________________ Break(s) in Service (as defined in Article V).

(d) _________________ following the Participant's attainment of Normal
Retirement Age, but not earlier than _________ days following his Separation
from Service.

(e) (Specify) _________________________________________________.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections
under Section 6.03.

Disability. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))

(f) _________________ after the Participant terminates employment because of
disability.

(g) The same as if the Participant had terminated employment without disability.

(h) (Specify) ________________________________________________.

Hardship. (Choose (i) or (j))

(i) The Plan does not permit a hardship distribution to a Participant who has
separated from Service.

(j) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy. State in:
(Choose (1) or (2))

(1) Section 6.01(A)(4) of the Plan.

<PAGE>

(2) The addendum to this Adoption Agreement, numbered Section 6.01, in
lieu of the policy stated in Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event. The Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) of the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) ________________________________________________.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will apply
Section 6.02 of the Plan with the following modifications: (Choose (a) or at
least one of (b) (c), (d) and (e))

(a) No modifications.

(b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ____________________________.

(1) Is not available under the Plan.

(2) May not exceed the lesser of _________________ years of the maximum
period permitted under Section 6.02.

(3) (Specify) ____________________________________________.

(d) The Plan permits the following annuity options: _______________________
Any Participant who elects a life annuity option is subject to the requirements
of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section 6.04(E). [Note:
The Employer may specify additional annuity options in an addendum to this
Adoption Agreement, numbered 6.02(d).]

(e) If the Plan invests in qualifying Employer securities, as described in
Section 10.03(F), a Participant eligible to elect distribution under Section
6.03 may elect to receive that distribution in Employer securities only in
accordance with the provision of the addendum to this Adoption Agreement,
numbered 6.02(e).

<PAGE>

6.03 BENEFIT PAYMENT ELECTIONS.

Participant Elections After Separation from Service. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may elect
to commence distribution of his Nonforfeitable Accrued Benefit: (Choose at least
one of (a) through (c))

(a) As of any distribution date, but no earlier than __________ of
the _________________________________ Plan Year beginning after the
Participant's Separation from Service.

(b) As of the following date(s): (Choose at least one of Options (1) through
(6))

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from Service.

(3) Any distribution date in the ________________________ Plan Year(s)
beginning after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
________ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age ___________ and
completion of at least ____________ Years of Service (as defined in
Article V).

(6) (Specify) ___________________________________________.

Participant Elections Prior to Separation from Service. Subject to the
restrictions of Article VI, the following distribution options apply under the
Employer's Plan prior to a Participant's Separation from Service. (Choose (d) or
at least one of (e) through (h))

(d) No distribution options prior to Separation from Service.

(e) Attainment of Specified Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his Nonforfeitable
Accrued Benefit after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

<PAGE>

(2) _______________ years of age and is at least _________%
vested in his Accrued Benefit. [Note: If the percentage is
less than 100%, see the special vesting formula in Section
5.03.]

(f) After a Participant has participated in the Plan for a period of not less
than _______ years and he is 100% vested in his Accrued Benefit, until he
retires, the Participant has a continuing election to receive all or any portion
of his Accrued Benefit. [Note: The number in the blank space may not be less
than 5.]

(g) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy:
(Choose (1) or (2))

(1) Under Section 6.01(A)(4) of the Plan. In no event may a
Participant receive a hardship distribution under this
Option (g) before he is at least _________________$ vested
in his Accrued Benefit. [Note: If the percentage in the
blank is less than 100%, see the special vesting formula in
Section 5.03.]

(2) Provided in the addendum to this Adoption Agreement, numbered
Section 6.03.

(h) (Specify) _____________________________________________.

[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(2) or (h) of this Adoption
Agreement Section 6.03.]

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The annuity
distribution requirements of Section 6.04: (Choose (a) or (b))

(a) Apply only to a Participant described in Section 6.04(E) of the
Plan (relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT
TO PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than a
distribution from a segregated Account) occurs more than 90 days after the most
recent valuation date, the distribution will include interest at: (Choose (a),
(b) or (c))

(a) __________% per annum. [Note: The percentage may equal 0%.]

<PAGE>

(b) The 90 day Treasury bill rate in effect at the beginning of the
current valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

(a) May not exceed 10% of Plan assets.

(b) May not exceed ______________% of Plan assets. [Note: the
percentage may not exceed 100%.]

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee must
value the Trust Fund on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) ________________________________________________.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
_____________________________. [Note: May not be effective later than the first
day of the first Plan Year beginning after the Employer executes this Adoption
Agreement to restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning after
_______________________.

(c) Suspension of Years of Service. The suspension of Years of Service
rule elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after _____________________.

<PAGE>

(d) Contribution/allocation formula. The contribution formula elected under
Adoption Agreement Section 3.01 and the method of allocation elected under
Adoption Agreement Section 3.04 is effective for Plan Years beginning after
_____________________.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ______________.

(f) Employment condition. The employment condition of Section 3.06 is
effective for Plan Years beginning after ______________.

(g) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ________________. [Note: The date specified may not be earlier
than December 31, 1985.]

(h) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
_______________.

(i) (Specify) ________________________________________________.

For Plan Years prior to the special Effective Date, the terms of the Plan prior
to its restatement under this Adoption Agreement will control for purposes of
the designated provisions. A special Effective Date may not result in the delay
of a Plan provision beyond the permissible Effective Date under any applicable
law requirements.

Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance, on this ___________ day of
________________, 19________.

Name and EIN of Employer: _____________________________________

Signed: _______________________________________________________

Name(s) of Trustee: ___________________________________________

_______________________________________________________________

Signed: _______________________________________________________

_______________________________________________________________

Name of Custodian: ____________________________________________

<PAGE>

Signed: _______________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03 of
the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: ____________________.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: INVESCO Trust Company, 7800 E. Union Ave., Denver, Colorado,
(303 779-0731).

Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, the Signatory Employer to the Execution Page of the Adoption
Agreement.

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is ___________________.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

<PAGE>

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as _________________________,
and having an original effective date of __________________________.

Dated this ___________ day of ______________________, 19______.

Name of Participating Employer: _______________________________

Signed: _______________________________________________________

Participating Employer's EIN: _________________________________

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: ___________________________________

Accepted: _____________________________________________________
[Date]

Signed: _______________________________________________________

Name(s) of Trustee: ___________________________________________

Accepted: _____________________________________________________
[Date]

Signed: _______________________________________________________

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

NS PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will charge an annual trust fee. Note: See Trustee Comments on page 17
for further explaination of Non-discretionary Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Profit Sharing Plan.

<PAGE>

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) or (g).

Leased Employees

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 410(b) and 401(a)(26),
consult your legal or financial counsel.

Related Employers

You may exclude related employers from participating in the plan (option j).
However, the plan must satisfy the coverage rules of Code Section 410(b) and
401(a)(26), consult your legal or financial counsel.

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective contributions to compensation for purposes of allocating
employer contributions, forfeitures and for non-discrimination testing.

Modifications to Compensation - You must choose option (C) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination. Your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

1.17 Plan Year

You must define the "plan year." Usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account). For administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and the
year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Original established date
- - Enter the original effective date of your plan from your prior Adoption
Agreement.

<PAGE>

1.27 Hours of Service

Choose which method you wish to use for counting hours worked by an employee to
accrue benefits. Option (b), the equivalency method, is explained in Section
1.27 of the plan. Option (a) is usually chosen.

1.29 Service for Predecessor Employer

Under this option, you may elect to count service for a predecessor employer
when you are not maintaining the plan of the predecessor employer. (Used
primarily in the event of a merger or acquisition.)

1.31 Leased Employees

The law requires you to state how your plan would treat a leased employee who
could become a participant, even if you don't intend to ever lease employees.
Choose option (a) covering the employee without regard to the leasing company's
plan or option (b) the reduction method. Usually Option (b)(1) is chosen.

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot
exceed age 21).

b. Pick how long (service) an employee must work to become a
participant.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to grandfather into the plan current
employees who have not met the eligibility requirements and apply the
eligibility requirements to newly hired employees. Restated plans usually chose
(i)(2).

2.02 Year of Service

Option (b) should only be chosen if you wish to require less than 1000 hours to
be worked by an employee for eligibility, contributions and vesting. Usually
Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
Plan Year is chosen for administrative convenience.

<PAGE>

2.03 Break In Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

2.06 Election Not to Participate

This option allows employees and participants to elect out of participation.
However, these employees are considered when performing all non-discrimination
tests. Option (a) is chosen for administrative convenience.

3.01 Contributions and Forfeitures

Option (a) provides for a discretionary formula. Option (b) allows the employer
to determine the contribution separately for different catagories of
participants. Options (c) and (d) allow the employer to choose a fixed
contribution formula.

Net Profits - An employer may require net profits to make its contribution or
may disregard profits to determine the contribution. If the employer selects
option (g), it must also complete the three blanks.

3.04 Contribution Allocation

Allocation formula. The primary allocation formulas are in Options (a), (b), (c)
and (d). Option (a) is a Nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (b), (c) and (d) are
alternatives for integrated plans. Usually option (a)(2) is chosen for non
integrated plans.

The two-tiered formula under Option (b) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4%, or 4.3%) described in he second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula under Option (c), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

<PAGE>

The four-tier allocation under Option (d) is a hybrid of Options (b) and (c).
The sole purpose of Option (d) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (b). The fourth tier is a prorata allocation
based on total compensation.

3.05 Forfeiture Allocation

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Accrual Requirements - Specify the service requirements a participant must
satisfy to receive an allocation. You may specify an hours of service
requirement, waive the service requirement for specific contributions and/or
require the participant to be employed on the last day to receive a
contribution.

Suspension of Accrual Requirements

This section allows you to suspend some or all of the accrual requirements found
in Section 3.06(E) of the plan for participants to receive allocations. This
would apply in plan years when a plan may not satisfy coverage and participation
requirements. For administrative convenience choose option (g).

3.15 More than One Plan

This section only applies if you (the employer) maintain another defined
contribution plan (e.g.: profit sharing, money purchase, 401(k) or target
benefit) that covers at least one participant in this plan.

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit under option (b), choose which plan's benefit would be reduced if a
participant's total allocations for a year were to exceed the allowable limit.

<PAGE>

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting to participants that terminate from service
because of death option (b) or disability option (c).

5.03 Vesting Schedule

Choose what vesting schedule(s) you want to apply to employer discretionary
contributions and matching contributions. If you choose option (b), you must at
a minimum complete the top-heavy vesting schedule. Remember, if the eligibility
requirements are more than one year, option (a) must be chosen.

Complete the Top Heavy Schedule based upon the following:

Year of Service
1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service
1
2 3 (not less than 20%) 4 (not less than 40%) 5 (not less than 60%) 6 (not less
than 80%) 7 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

<PAGE>

5.08 Prior Years of Service

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit. Under a restated plan, the elections under Article VI, to the extent
they differ from previous plan provisions regarding optional forms of benefit,
may not eliminate an optional form of benefit with respect to the account
balance accrued as of the date the Employer executes the restated adoption
agreement (or, if later, the effective date of that restated adoption
agreement). An optional form of benefits includes the form of payment (e.g.,
lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g., right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

With this in mind, if you are restating an existing plan, pay close attention to
the distribution features under that document and your administrative practice
of distributions. In all cases, try to mirror or liberalize those distribution
features when restating onto this document.

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
administratively reasonable period of time" from the distribution date. Typical
distribution dates for 401(k) plans are semi-annual dates or quarterly dates.

Nonforfeitable Accrued Benefit Not Exceeding #3500

When a separate participants vested balance does not exceed $3500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h).

<PAGE>

Hardship - This option states whether or not the plan would allow a separated
participant to receive a hardship distribution, prior to receiving a total
distribution of his/her vested account balance.

Default on a Loan - This election does not create a loan policy. You (the
employer) must elect the timing of the plan's foreclosure if a participant's
loan were to be defaulted upon even if you do not intend to offer loans in your
plan.

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatement. Elect any one or combination of options (b) through (e). If no
modifications are necessary, elect option (a).

6.03 Participant Elections After Separation From Service

You must choose when an employee who has separated from service, with a vested
benefit greater than $3500, may elect to commence distributions. This election
will be tied directly to the "distribution date" definition earlier.

Participant Elections Prior to Separation from Service

The following distribution elections apply to employer discretionary account
regardless of vested account balances, prior to employment separation. If you
prefer not to allow any distribution options from these accounts prior to
separation, select option (d).

6.04 Annuity Distributions

the law requires distributions to certain participants to be in the form of
commercial insurance annuities, unless consented to and waived by both the
participant and his or her spouse. Participants that are subject to this
requirement are identified in section 6.04(E) of the Plan. For administrative
convenience choose option (a). If you are restating a plan that was subject to
the joint and survivor annuity rules, you must select Option (b).

9.10 Value of Benefit

This option allows the employer to add interest to a participant's balance, if a
distribution occurs more than 90 days after the most recent plan valuation. You
do not have to provide an interest addition under this section and may complete
option (a) with 0%.

<PAGE>

10.03 Investment Powers

Complete this section if you (the employer) wish to allow the plan to invest in
qualifying employer securities, you should consult your legal counsel. The term
"qualifying employer securities" has a specific meaning under ERISA and may not
include all securities.

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (j) have an effective date other than your
restated effective date in adoption agreement section 1.18. Since some
provisions in the Tax Reform Act of 1986 were not effective until 1988 or 1989
the few provisions (if any) that have later effective dates must specify when
they are effective.

a. Compensation definition may not be later than the first day of your
1991 plan year.

b. Eligibility conditions may not be later than the first day of your
1989 plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day
of your 1989 plan year.

e. Accrual requirements may not be earlier than the first day of your 1989
plan year.

f. Employment condition may not be earlier than the first day of your 1991
plan year.

g. Elimination of Net Profits may not be earlier than December 31, 1985.

h. Vesting schedule may not be later than the first day of your 1989 plan
year.

i. Allocation of Earnings may not be earlier than the first day of the
1990 plan year.

Execution Page

<PAGE>

Employer's EIN. If the Employer is a sole proprietorship, the individual sole
proprietor should execute as Employer. If the Employer is a corporation or a
partnership, an officer or a partner, as applicable, should execute the adoption
agreement on behalf of the Employer.

Trustee.

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non-discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole-proprietorship. The Named Fiduciary is
responsible for selecting plan investment.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
necessarily correspond to the 3-digit adoption agreement number specified at the
top of the first page of the adoption agreement. Consult your Counsel if unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

This adoption agreement includes a Participation Agreement under which a related
group member of the signatory Employer to the execution page may participate in
the same plan with that Employer. Each related group member wishing to become a
participating Employer should execute a separate Participation Agreement. See
Section 1.30 of the Plan for the definition of related Employers.

<PAGE>

(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute tot he plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). The addendum instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Under approach
(2), the plan will retain its qualified status, but contributions the Employer
makes on behalf of a nonparticipating related group member's employees may not
be deductible (even if otherwise within the limitations of Code ss.404),
resulting in an excise tax to the contributing Employer.

Unrelated Employers. The Master Plan does not allow the participation in a
single plan of unrelated Employers (i.e., Employers that do not satisfy the
related group definition in Section 1.30 of the plan).

legal\adop-agr\nspspaa.001

Adoption Agreement #002
Letter Serial No. D346279a

Nonstandardized Money Purchase Pension Plan

Nonstandardized Money Purchase Pension Plan Features - Maximum employer
contributions - Ability to exclude classifications of employees - May enforce
last-day requirement for employer contribution - Allows integrated contribution
formula

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.
Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

ADOPTION AGREEMENT #002
NONSTANDARDIZED MONEY PURCHASE PLAN

The undersigned, _______________________________________ ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is:
(Choose (a) or (b))

(a) A discretionary Trustee, See Section 10.03[A] of the Plan.

(b) A nondiscretionary Trustee. See Section 10.03[B] of the
Plan. [Note: The Employer may not elect Option (b) if a Custodian
executes the Adoption Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- ---------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to
participate in the Plan: (Choose (a) or at least one of (b)
through (g))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

(c) Nonresident aliens who do not receive any earned income (as defined in
Code ss.911(d)(2)) from the Employer which constitutes United States source
income (as defined in Code ss.911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code ss.861(a)(3)).

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify)

Leased Employees. Any Leased Employee treated as an Employee
under Section 1.31 of the Plan, is: (Choose (h) or (i))

<PAGE>

(h) Not eligible to participate in the Plan.

(i) Eligible to participate in the Plan, unless excluded by reason
of an exclusion classification elected under this Adoption Agreement Section
1.07.

(j) No other related group member's Employees are eligible to participate
in the Plan.

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

(a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

(b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least
one of (d) through (j))

(d) The plan excludes Compensation in excess of $_____________.

(e) In lieu of the definition in Section 1.12 of the Plan, Compensation
means any earnings reportable as W-2 wages for Federal income tax withholding
purposes, subject to any other election under this Adoption Agreement Section
1.12.

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

(i) The Plan excludes Compensation from a related employer (as defined in
Section 1.30 of the Plan) that has not executed a Participation Agreement in
this Plan unless, pursuant to Adoption Agreement section 1.07, the Employees of
that related employer are eligible to participate in this Plan.

<PAGE>

(j) (Specify) _______________________________________________.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

(a) The 12 consecutive month period ending every _____________.

(b) (Specify) ________________________________________________.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ______________.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is __________________.

Restated Plan. The restated Effective Date is _________________.

This Plan is a substitution and amendment of an existing retirement plan(s)
originally established _____________________.
(Note: See the Effective Date Addendum.)

1.27 HOUR OF SERVICE. The crediting method for Hours of Service
is: (Choose (a) or (b))

(a) The actual method.

(b) The ___________________________ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at least
one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly
payroll periods" or "monthly."]

<PAGE>

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the
predecessor service the Plan must credit by reason of Section
1.29 of the Plan, the Plan credits Service with the following
predecessor employer(s): _____________________________________
______________________________________________________________.
Service with the designated predecessor employer(s) applies:
(Choose at least one of (a) or (b); (c) is available only in
addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this provision,
insert "N/A" in the first blank line. The Employer may attach a schedule to this
Adoption Agreement, in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service crediting
elections.]

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and
also participates in a plan maintained by the leasing organization: (Choose (a)
or (b))

(a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without taking into
account the Leased Employee's allocation, if any, under the leasing
organization's plan.

(b) The Advisory committee will reduce a Leased Employee's
allocation of Employer contributions under this Plan by the Leased Employee's
allocation under the leasing organization's plan, but only to the extent that
allocation is attributable to the Leased Employee's service provided to the
Employer. The leasing organization's plan:

(1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan, irrespective of
whether the safe harbor exception applies.

(2) Must satisfy the features and, if a defined benefit plan,
the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

<PAGE>

(a) Attainment of age ___________________ (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

(3) ________________ months (not exceeding 24) following the
Employee's Employment Commencement Date.

(4) One Hour of Service.

Plan Entry Date. "Plan Entry Date" means the Effective Date and:
(Choose (c), (d) or (e))

(d) The first day of the Plan Year.

(e) (Specify entry dates) ____________________________________.

Time of Participation. An Employee will become a Participant,
unless excluded under Adoption Agreement Section 1.07, on the
Plan Entry Date (if employed on that date): (Choose (f), (g) or
(h))

(f) immediately following

(g) immediately preceding

(h) nearest __________________________________________________
the date the Employee completes the eligibility conditions
described in Options (a) and (b) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection
of (f), (g) or (h) with the "Plan Entry Date" selection in (c),
(d) or (e). Unless otherwise excluded under Section 1.07, the
Employee must become a Participant by the earlier of: 91) the
first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code ss.410(a); or
(2) 6 months after the date the Employee completes those
requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01
apply to: (Choose (i) or (j))

(i) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions.

(2) Employees who are Participants in the Plan as of the
Effective Date.

<PAGE>

(j) Solely to an Employee employed by the Employer after ________________.
If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

(1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age ___________ (not to exceed
21).

(2) Under the eligibility conditions in effect under the Plan
prior to the restated Effective Date. [For restated plans only]

(3) (Specify) ____________________________________________.

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

(a) 1,000 Hours of Service

(b) ___________ Hours of Service during an eligibility
computation period to receive credit for a Year of Service.
[Note: The Hours of Service requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility
computation period described in Section 2.02 of the Plan, the
Plan measures the eligibility computation period as: (Choose (c)
or (d))

(d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule
described in Section 2.03(B) of the plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan.

(b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

(a) Does not permit an eligible Employee or a Participant to
elect not to participate.

(b) Does permit an eligible Employee or a Participant to elect not
to participate in accordance with Section 2.06 and with the following
rules: (Complete (1), (2) (3) and (4))

<PAGE>

(1) An election is effective for Plan Year if filed no later
than ________________.

(2) An election not to participate must be effective for at
least ___________________ Plan Year(s).

(3) Following a re-election to participate, the Employee
or Participant:

(i) May not again elect not to participate for any
subsequent Plan Year.

(ii) May again elect not to participate, but not earlier
than the ___________ Plan Year following the Plan Year in
which the re-election first was effective.

(4) (Specify) ____________________________________________
[Insert "N/A" if no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT. The amount of the Employer's annual contribution to the Trust will
equal: (Choose (a), (b), (c), (d) or (e); (f) is mandatory if the Employer
elects (b) or (c), or Adoption Agreement Section 3.04(b)(2))

(a) Nonintegrated Contribution Formula. ___________% of each Participant's
Compensation for the Plan Year.

(b) Integrated Contribution Formula. (Complete both percentages) _____% of
each Participant's Compensation for the Plan Year in excess of the Integration
Level. [Note: The second percentage may not exceed the lesser of the first
percentage or the applicable percentage described in the Maximum Disparity
Table.]

(c) Step-rate Integrated Contribution Formula. (Complete both
percentages) ___________% of each Participant's Compensation for the Plan Year
which does not exceed the Integration Level, plus __________________% of each
Participant's Compensation for the Plan Year in excess of the Integration Level.
[Note: The difference between the second percentage and the first percentage may
not exceed the lesser of the first percentage or the applicable percentage
described in the Maximum Disparity Table.]

(d) Flat Contribution Formula. (Choose (1), (2) or (3); (4) is
optional only in addition to (2) or (3))

(1) $_____________, subject to the limitations of Part 2 of
Article III of the Plan.

(2) For each Participant, $_______________ for each
________________________________________________________.

<PAGE>

(3) For each Participant, _________% of Compensation for each
_____________________________________________________.

(4) The contribution on behalf of any Participant: (Choose
(i) or (iii)

(i) May not exceed _____________________________.

(ii) May not be less than _______________________.

(e) Frozen Plan Formula. This Plan is a frozen Plan effective ________________.
The Employer will not contribute to the Plan with respect to any period
following that stated date.

(f) Integration Level. The Integration Level under the Plan is:
(Choose (1) or (2))

(1) __________% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act in effect on
the first day of the Plan Year. (Choose any combination of (i) and (ii)
or choose (iii))

(i) Rounded to _____________ (but not exceeding the
taxable wage base).

(ii) But not greater than $_________________.

(iii)Without any further adjustment or limitation.

(2) $______________ [Note: Not exceeding the taxable wage base for the
Plan Year in which this Adoption Agreement first is effective.

Maximum Disparity Table. For purposes of Options (b) and (c) and
Adoption Agreement Section 3.04(b)(2), the applicable percentage
is:

Integration Level (as Applicable
percentage of taxable wage base) Percentage

100% 5.7%

More than 80% but less than 100% 5.4%

More than 20% (but not less than
$10,001) and not more than 80% 4.3%

20% (or $10,000, if greater) or less 5.7%

Application of contribution formula. The Employer will determine its
contribution under Options (a), (b), (c) or (d) by taking into account only the
Participants who satisfy the conditions under Section 3.06 for an allocation of
Employer contributions and only the Participant's Compensation taken into

<PAGE>

account under Section 3.06. The Employer contribution on behalf of a Participant
may not exceed the Participant's annual additions limitation described in Part 2
of Article III, even if the contribution formula otherwise would require a
larger contribution. The Employer will reduce its contribution for a Plan Year
if an allocation offset elected by the Employer under Section 3.04 requires
reduction of that contribution.

Coordination with defined benefit plan. If the Employer maintains a defined
benefit plan under which at least one Participant in this Plan participates, the
Employer will determine its contribution under Options (a), (b), (c) or (d) by
reducing the total contribution, if necessary, to equal the maximum deductible
amount under Code ss.404(a)(7). If the Employer must reduce its contribution,
the Employer determines its contribution with respect to each Participant by
adjusting each percentage under Options (a), (b), (c) or (d) by the same ratio
as the reduced total Employer contribution for the Plan Year bears to the total
Employer contribution determined without application of Code ss.404(a)(7). The
Employer may modify this paragraph by attaching an addendum to this Adoption
Agreement, numbered 3.01, setting forth the modified provision.

Related Employers. Unless obligated by the joint and several liability
provisions of the Code or of ERISA, a related group member, as defined in
Section 1.30 of the Plan, may not contribute to this Plan unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan. The
signatory Employer and any Participating Employer(s) will satisfy the annual
contribution under this Section 3.01 as agreed upon by those Employers. A
Participating Employer may attach a schedule to this Adoption Agreement, in the
same format as this Section 3.01 and Section 3.04, designating separate
contribution and allocation formulas. If a Participating Employer attaches a
separate contribution/allocation schedule, the contributions, and attributable
Participant forfeitures, made by that Participating Employer are allocable only
to the Employees of that Participating Employer. If a Participant receives
Compensation from more than one contributing Employer and that Participant is
subject to two or more contribution/allocation formulas, the Advisory Committee
will apply the contribution/allocation formulas, the Advisory Committee will
apply the contribution/allocation formulas by prorating among the separate
formulas the Participant's Compensation and any integration level applicable to
the Participant.

3.04 CONTRIBUTION ALLOCATION

Method of Allocation. (Choose (a) or (b); (c) is optional to (a)
or (b))

(a) Incorporation of Contribution Formula. Subject to any restoration allocation
required under Section 5.04, the Advisory Committee will allocate and credit

<PAGE>

each annual Employer contribution to the account of each Participant who
satisfies the conditions of Section 3.06, in accordance with the contribution
formula adopted by the Employer under Adoption Agreement Section 3.01. [Note:
The Employer must elect this Option (a) if it elects Adoption Agreement Section
3.01(b), (c), (d)(2) or (d)(3). The Employer may not elect this Option (a) with
Adoption Agreement Section 3.01(d)(1).]

(b) Allocation Formula Different From Contribution Formula. (Choose (1) or (2))
[Note: The Employer must elect this Option (b) if it elected Adoption Agreement
Section 3.01(d)(1). The Employer may not elect this Option (b) if it elected
Adoption Agreement Section 3.01(b), (c), (d)(2) or (d)(3).

(1) Nonintegrated Allocation Formula. The Advisory Committee will
allocate the annual Employer contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

(2) Two-Tiered Integrated Allocation Formula - Maximum Disparity.
First, the Advisory Committee will allocate the annual Employer
contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed
the applicable percentage (5.6% or 4.3%) listed under the Maximum
Disparity Table in Adoption Agreement Section 3.01. A Participant's
"Excess Compensation" is his Compensation for the Plan Year in excess
of the Integration Level elected under Adoption Agreement Section
3.01(f).

The Advisory Committee then will allocate any remaining Employer
contributions in the same ratio that each Participant's Compensation
for the Plan Year bears to the total Compensation of all Participants
for the Plan Year.

(c) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under this Section 3.04 by the Participant's
allocation under the following qualified plan(s) maintained by the Employer:
________________________________________________________________________________
_______________________________________________________________________________.

(1) By treating the term "Employer contribution" as including all
amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (c). If a Participant
under this Plan also participates in that other plan, the Advisory
Committee will treat the amount the Employer contributes for or during
a Plan Year on behalf of a Particular Participant under such other plan
as an amount allocated under this Plan to that Participant's Account

<PAGE>

for that Plan Year. The Advisory Committee will make the computation
of allocation required under the immediately preceding sentence before
making any allocation required by this Section 3.04.

(2) In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(c).

Top Heavy Minimum Allocation - Method of Compliance. If a
Participant's allocation under this Section 3.04 is less than the top
heavy minimum allocation to which he is entitled under Section
3.04(B): (Choose (d) or (e))

(d) the Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

(e) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ______________________. However, the Employer
will make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (e). See Section 3.04(B)(7)(b) of the Plan.

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under
Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture: (Choose (a) or (b); (c) is optional in addition to (a) or (b))

(a) Reduction of Employer contribution. In accordance with Section 3.04, to
reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the plan Year in which the forfeiture occurs.

(b) Increased allocation. In addition to the Employer contribution for the Plan
Year in which the forfeiture occurs. The Advisory Committee will allocate the
Participant forfeitures for a Plan Year to the Account of each Participant who
satisfies the conditions of Section 3.06: (Choose (1) or (2))

(1) in the same ratio that such Participant's Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan
Year.

<PAGE>

(2) as an Employer contribution for the Plan Year, in accordance with
Option (b) of Adoption Agreement Section 3.04, as if the Participant
forfeiture were an additional Employer contribution for that Plan
Year.

(c) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year, and then will allocate any remaining
forfeitures in the manner described in Option (a) or in Option (b),
whichever applies.

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will
determine the contribution/allocation under Adoption Agreement
Sections 3.01 and 3.04 by taking into account: (Choose (a) or
(b))

(a) The Employee's Compensation for the entire Plan Year.

(b) The Employee's Compensation for the portion of the Plan Year in which the
Employee actually is a Participant in the Plan.

(c) Safe harbor rule. If the Participant is employed by the Employer on the last
day of the Plan Year, the Participant must complete at least one Hour of Service
for that Plan Year. If the Participant is not employed by the Employer on the
last day of the Plan Year, the Participant must complete at least 501 Hours of
Service during the Plan Year.

(d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service for the Plan Year: (Choose at least one of
(1) through (4))

(1) 1,000 Hours of Service.

(2) (Specify, but the number of Hours of Service may not exceed 1,000)
_____________________________________.

(3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least one of
(i) through iii))

(i) Death.

(ii) Disability.

(iii)Attainment of Normal Retirement Age in the current
Plan Year or in a prior Plan Year.

<PAGE>

(4) _________________ Hours of Service (not exceeding 1,000) if the
Participant terminates employment with the Employer during the Plan
Year, subject to any election in Option (3).

(e) Employment condition. The Participant must be employed by the Employer on
the last day of the Plan Year, irrespective of whether he satisfies any Hours of
Service condition under Option (c), unless his employment terminates because of:
(Choose (1) or at least one of (2) through (4))

(1) No exceptions.

(2) Death.

(3) Disability.

(4) Attainment of Normal Retiement Age in the current Plan Year or in a
prior Plan Year.

(f) (Specify other conditions, if applicable):
_____________________________________________________.

Suspension of Accrual Requirements. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))

(g) Applies to the Employer's Plan.

(h) Does not apply to the Employer's Plan.

(i) Applies in modified form to the Employer's Plan, as described in an addendum
to this Adoption Agreement, numbered Section 3.06(E).

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 apply, the
Excess Amount attributed to this Plan equals:
(Choose (a), (b) or (c))

(a) The product of:

(i) the total Excess Amount allocated as of such date (including
any amount which the Advisory Committee would have allocated
but for the limitations of Code ss.415, times

(ii) the ratio of (1) the amount allocated to the Participant as of
such date under this Plan divided by (2) the total amount
allocated as of such date under all qualified defined
contribution plans (determined without regard to the
limitations of Code ss.415).

<PAGE>

(b) The total Excess Amount.

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan because the Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in this
Plan.

(b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

(1) The Participant's projected annual benefit under the defined
benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]

(d) For Non-Key Employees participating only in this Plan, the top heavy minimum
allocation is the minimum allocation described in Section 3.04(B) determined by
substituting _________% (not less than 4%) for "3%", except: (Choose (i) or
(ii))

(i) No exceptions.

(ii) Plan Years in which the top heavy ratio exceeds 90%.

(e) For Non-Key Employees also participating in the defined benefit plan, the
top heavy minimum is: (Choose (1) or (2))

(1) 5% of Compensation (as determined under Section 3.04(B)
of the Plan) irrespective of the contribution rate of any
Key Employee, except: (Choose (i) or (ii))

(i) No exceptions.

<PAGE>

(ii) Substituting "7 1/2%" for "5%" if the top heavy ratio
does not exceed 90%.

(2) 0%. [Note: The employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code ss.416 for these Non-Key
Employees.]

If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code ss.416,
the Employer must provide the appropriate provisions in an addendum to this
Adoption Agreement.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is:
(Choose (a) or (b))

(a) ____________________ [State age, but may not exceed age 65.]

(b) The later of the date the Participant attains __________ years of age or the
_________ anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 5.02
of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE. The Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only in addition to (b))

(a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The Employer
must elect Option (a) if the eligibility conditions conditions under Adoption
Agreement Section 2.01(b) require 2 years of service or more than 12 months of
employment.]

<PAGE>

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage

Less than 1 _______ Less than 1 _______
1 _______ 1 _______
2 _______ 2 _______
3 _______ 3 _______
4 _______ 4 _______
5 _______ 5 _______
6 or more _______ 6 _______
7 or more _______

(d) The Top Heavy Schedule under Option (b) applies: (Choose (1) or (2))

(1) Only in a Plan Year for which the Plan is top heavy.

(2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

Life Insurance Investments. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (e) or
(f))

(e) Subject to the vesting election under Options (a) or (b).

(f) 100% Nonforfeitable at all times, irrespective of the vesting election under
Option (b).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants.

<PAGE>

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

(b) Employment Years. An Employment Year is the 12 consecutive month period
measured from the Employee's Employment Commencement Date and each successive 12
consecutive month period measured from each anniversary of that Employment
Commencement Date.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))

(d) __________ Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer
specifically excludes the following Years of Service: (Choose (a)
or at least one of (b) through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age
of _________________. [Note: The age selected may not exceed age
18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Bread in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

<PAGE>

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.(d)(6) Protected Benefits. The elections under this Article VI may not
eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
___________________________________________________________.
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

(a) _________________ of the ______________ Plan Year beginning after the
Participant's Separation from Service.

(b) _________________ following the Participant's Separation from Service.

(c) ___________________ of the Plan Year after the Participant incurs
___________________ Break(s) in Service (as defined in Article V).

(d) ____________________ following the Participant's attainment of Normal
Retirement Age, but not earlier than _____________ days following his Separation
from Service.

(e) (Specify) ______________________________________________.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections
under Section 6.03.

Disability. The distribution date, subject to Section 6.01(A)(3),
is: (Choose (f), (g) or (h))

(f) ______________________________________ after the Participant terminates
employment because of disability.

(g) The same as if the Participant had terminated employment without disability.

(h) (Specify) ______________________________________________.

<PAGE>

Hardship. (Choose (i) or (j)

(i) The Plan does not permit a hardship distribution to a Participant who has
separated from Service.

(j) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in:
(Choose (1) or (2))

(1) Section 6.01(A)(4) of the Plan.

(2) The addendum to this Adoption Agreement, numbered Section 6.01, in
lieu of the policy stated in Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event only if the Participant has
incurred a Separation from Service or has attained Normal Retirement Age. If
either condition applies, the Trustee, at the time of the default or, if later,
at the time either condition first occurs, will reduce the Participant's
nonforfeitable Accrued Benefit by the lesser of the amount in default (plus
accrued interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) _______________________________________________.
[Note: Option (m) may not treat default as a distributable event
earlier than the Participant's Separation from Service unless the
Participant has attained Normal Retirement Age.]

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will apply
Section 6.02 of the Plan with the following modifications: (Choose (a) or at
least one of (b), (c) and (d))

(a) No modifications.

(b) Except as required under Section 6.01 of the Plan, a lump sum distribution
is not available: _________________________.

(1) Is not available under the Plan.

<PAGE>

(2) May not exceed the lesser of ________________ years or the maximum
period permitted under Section 6.02.

(3) (Specify) ___________________________________________.

(d) The Plan permits the following annuity options: ___________.
[Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

6.03 BENEFIT PAYMENT ELECTIONS.

(a) As of any distribution date, but not earlier than ________________ of the
______________ Plan Year beginning after the Participant's Separation from
Service.

(b) As of the following date(s): (Choose at least one of Options (1) through
(6))

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from Service.

(3) Any distribution date in the _________________ Plan Year(s)
beginning after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
__________________ Break(s) in Service
(as defined in Article V).

(5) Any distribution date following attainment of age ________________
and completion of at least _____________ Years of Service (as defined
in Article V).

(6) (Specify) _________________________________________.

(d) No distribution options prior to Separation from Service.

<PAGE>

(e) Attainment of Normal Retirement Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable Accrued
Benefit after he attains Normal Retirement Age.

(f) Specify) ____________________________________. [Note: Option (f) may not
permit in service distributions prior to attainment of Normal Retirement Age.]

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICI-
PANTS' ACCOUNTS

(a) _________________% per annum. [Note: The percentage may equal 0%.)

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee must
value the Trust Fund on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) _____________________________________________.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

(a) Compensation definition. The Compensation definition of Section 1.12 (other
than the $200,000 limitation) is effective for Plan Years beginning after
____________________________. [Note: May not be effective later than the first
day of the first Plan Year beginning after the Employer executes this Adoption
Agreement to restate the Plan for the Tax Reform Act of 1986, if applicable.]

<PAGE>

(b) Eligibility conditions. the eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
______________________________.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning ___________________________.

(e) Reallocation of Forfeitures. The reallocation of forfeitures under Section
3.05 applies to Plan Years beginning after ________________________________.
[Note: The date specified may not be earlier than December 31, 1985.]

(f) Accrual requirements. The accrual requirements of Section 3.06 are effective
for Plan Years beginning after _____________________________.

(g) Employment condition. The employment condition of Section 3.06 is effective
for Plan Years beginning after _____________________________.

(h) Vesting Schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after
______________________________.

(i) (Specify) ______________________________________________.

Execution Page

The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) signified its acceptance on this _______________ day of
______________________, 19_____.

<PAGE>

Name and EIN of Employer: ____________________________________

Signed: ______________________________________________________

Name(s) of Trustee: __________________________________________

______________________________________________________________

Signed: ______________________________________________________

______________________________________________________________

Name of Custodian: ___________________________________________

Signed: ______________________________________________________

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: ____________.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employees of any amendment of this
Master Plan of any abandonment or discontinuance by the Master Plan Sponsor of
its maintenance of this Master Plan. For inquiries regarding the adoption of the
Master Plan, the Master Plan Sponsor's intended meaning of any plan provisions
or the effect of the opinion letter issued to the Master Plan Sponsor, please
contact the Master Plan Sponsor, please contact the Master Plan Sponsor at the
following address and telephone number: INVESCO Trust Company, 7800 E. Union
Ave., Denver, Colorado (303) 799-0731.

<PAGE>
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: __________________________.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as __________________, and
having an original effective date of
--------------------.

Dated this ________ day of _____________________, 19_________.

Name of Participating Employer: ________________________________

Signed: ________________________________________________________

Participating Employer's EIN:___________________________________

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: ____________________________________

Accepted: ______________________________________________________
[Date]

Signed: ________________________________________________________

Name(s) of Trustee: ____________________________________________

Accepted: ______________________________________________________
[Date]

Signed: ________________________________________________________

[note: Each Participating Employer must execute a separate
Participation Agreement. See the Execution Page of the Adoption
Agreement for important Master Plan information.]

<PAGE>

NS MP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee. INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will charge an annual trust fee. Note: See Trustee Comments on page 16
for further explaination of Non-discretionary Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Money Purchase Pension Plan.

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) through (g). When a retirement plan excludes employees in options (d)
through (g) from participation, the plan is subject to a minimum coverage test
to maintain its "tax qualified" status. Your accounting firm should be notified
to perform the test annually.

Leased Employees

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 410(b) and 401(a)(25),
consult your legal or financial counsel.

Related Employers

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective 401(k), contributions to compensation for purposes of
allocating employer contributions, forfeitures and for non-discrimination
testing.

Modifications to Compensation

Modifications to Compensation - You must choose option (C) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination, your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

<PAGE>

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and the
year.

Restated Plan - Effective date - if you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Original established date
- - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot
exceed age 21).

b. Pick how long (service) an employee must work to become a
participant.

<PAGE>

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi- annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to include the plan current employees
who have not met the eligibility requirements and apply the eligibility
requirements to newly hired employees.
Restated plans usually chose (i)(2).

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000 hours to
be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break In Service

This option may impose a complicated re-entry date for employees who have
termination or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

2.06 Election Not To Participate

this option allows employees and participants to elect out of participation.
However, these employees are considered when performing all non-discrimination
tests. Option (a) is chosen for administrative convenience.

3.01 Contributions and Forfeitures

Amount - The employer must select a definite contribution formula under a money
purchase pension plan. Options (a) and (d) are nonintegrated formulas, options
(b) and (c) are integrated formulas.

Option (d) allows the employer to choose a fixed amount for the contribution
regardless of compensation (options (d)(1) or (d)(2). Alternatively, the
employer may choose a fixed percentage of compensation, based upon units of
time, (option (d)(3)). The employer may choose optoin (d)(4) only in addition to
options (d)(2) or (d)(3). Option (d)(4) allows the employer to establish both a
maximum and/or a minimum contribution.

Options (b) and (c) are two approaches to allowing permitted disparity in he
contribution formula. Option (b) applies the first percentage to a participant's
total compensation. Option (C) applies the first percentage only to compensation
not exceeding an integration level.

<PAGE>

3.04 Contribution Allocation

There are two approaches for allocating (dividing up) the contribution to
participants. Option (a) mirrors the contribution formula chosen in Section
3.01. Option (a) must be chosen if the employer chose either integrated
contribution formula 3.01(a) or (b) of if the employer chose 3.01(d)(2) or
(d)(3).

Option (b) allows the employer to take a "profit sharing" approach to allocating
the contribution if the employer chose a fixed percentage or amount in Section
3.01. Under option (b) the employer has the choice of pro-rate (nonintegrated)
or a two-tiered integrated formula.

Option (c) is available only in addition to options (a) and (b). Option (c)
reduces a participant's allocation under this plan by an amount accrued under
the employer's other specified plan.

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures to reduce
employer contributions. Option (b) allocates forfeitures to increase employer
allocations.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
Option (b).

Suspension of Accrual Requirements

3.15 More Than One Plan

<PAGE>

3.18 Defined Benefit Limitation

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting: Death/Disability

You may choose to allow 100% vesting to participants that terminate from service
because of death, option (b) or disability, option (c).

5.03 Vesting Schedule

Complete the Top Heavy Schedule based upon the following:

Years of Service
1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service or
1 1 0%
2 2 0
3 (not less than 20%) 3 0
4 (not less than 40% 4 0
5 (not less than 60%) 5 100
6 (not less than 80%)
7 (not less than 100%)

<PAGE>

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant has
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service - Vesting

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Option Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An optional form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation from service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g., right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
"administratively reasonable period of time" from the distribution date. A
typical distribution date for money purchase plans would be 60 days after the
plan year end.

Nonforfeitable Accrued Benefit Not Exceeding $3500.

<PAGE>

When a separated participants vested balance does not exceed $3500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan. Usually an employer chooses Option (a) and
writes in "the first distribution date" of the "first" plan year beginning after
the Participant's separation from service.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h). Usually an
employer chooses Option (g).

6.02 Method of Payment

Money purchase pension plans require payouts to be in the form of a commercial
annuity unless properly waived. The employer may in options (b) and (c), if this
is a new plan, limit the alternative method of payment. Caution: an employer
cannot eliminate a prior method of payment by restating the plan onto this
document.

6.03 Participant Elections after Separation from Service

Participant Elections Prior to Separation from Service

9.10 Value of Benefit

<PAGE>

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

a. Compensation definition may not be later than the first day of your 1991 plan
year.

b. Eligibility conditions may not be later than the first day of your 1989 plan
year.

c. Suspension of years of service may not be earlier than the first day of your
1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of your
1989 plan year.

e. Reallocation of forfeitures may not be earlier than December 31, 1985.

f. Accrual requirements may not be earlier than the first day of your 1989 plan
year.

g. Employment condition may not be earlier than the first day of your 1991 plan
year.

h. Vesting schedule may not be later than the first day of your 1989 plan year.

i. Allocation of Earnings may not be earlier than the first day of the 1990 plan
year.

Execution Page

The Employer must complete the date on which it executes the adoption agreement
and must execute the signature for the Employer. The execution page provides two
lines above the signature line to print or type the name of the Employer and the
Employer's EIN. If the Employer is a sole proprietorship, the individual sole
proprietor should execute as Employer. If the Employer is a corporation or a
partnership, an officer or a partner, as applicable, should execute the adoption
agreement on behalf of the Employer.

<PAGE>

Trustee

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non-discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole-proprietorship. The Named Fiduciary is
responsible for selecting plan investment.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if unsure what
3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\nsmpaa.002

Adoption Agreement #003
Letter Serial No. D246280a

Standardized Profit Sharing Plan Adoption Agreement

Features of Standardized Profit Sharing Plan

- - Allows for integration of contributions with Social Security
- - Incorporates top-heavy vesting schedule
- - May be paired with INVESCO Money Purchase Pension Plans

Provided by:
The Financial Funds
Managed & Distributed by
INVESCO Funds Group, Inc.

Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

ADOPTION AGREEMENT #003
STANDARDIZED PROFIT SHARING PLAN
(PAIRED PROFIT SHARING PLAN)

The undersigned, --------------------------------------------- ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust Company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 trustee. The Trustee executing this Adoption Agreement is: (Choose (a)
or (b))

(a) A discretionary Trustee, See Section 10.03[A] of the Plan.

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) or (c))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

(c) Nonresident aliens who do not receive any earned income (as defined in Code
ss.911(d)(2) from the Employer which constitutes United States source income (as
defined in Code ss.861(a)(3)).

Related Employers/Leased Employees. An Employee of any member of the
Employer's related group (as defined in Section 1.30 of the Plan), and any
Leased Employee treated as an Employee under Section 1.31 of the Plan, is
eligible to participate in the Plan, unless excluded by reason of Options (b) or
(c). [Note: A related group member may not contribute to this Plan unless it
executes a Participation Agreement, even if its Employees are Participants in
the Plan.]

<PAGE>

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

(a) "Compensation" includes elective contributions made by the Employer on
the Employee's behalf.

(b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of
(d) and (e))

(d) The Plan excludes Compensation in excess of $-----------------.

(e) In lieu of the definition in Section 1.12 of the Plan, Compensation means
any earnings reportable as W-2 wages for Federal income tax withholding
purposes, subject to any other election under this Adoption Agreement Section
1.12.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

(a) The 12 consecutive month period ending every ---------------.

(b) (Specify) --------------------------------------------------.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ---------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is ------------------.

Restated Plan. The restated Effective Date is ------------------.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established ----------------------.
(Note: See the Effective Date Addendum.)

1.27 HOUR OF SERVICE. The crediting method for Hours of Service
is: (Choose (a) or (b))

(a) The actual method.

(b) The ------------------------ equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at
least one)

<PAGE>

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition tot he predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s):
- -------------------------. Service with the designated predecessor employer(s)
applies: (Choose at least one of (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES.

If a Leased Employee participates in a save harbor money purchase plan (as
described in Section 1.31) maintained by the leasing organization, but the
Employer is not eligible for the safe harbor plan exception: (Choose (a) or (b))

(b) The Advisory Committee will reduce the Leased Employee's allocation of
Employer contributions under this Plan by the Leased Employee's allocation under
the safe harbor plan, but only to the extent that allocation is attributable to
the Leased Employee's service provided to the Employer. [Note: The Employer may
not elect Option (b) if a Paired Plan or any other plan of the Employer makes a
similar reduction for the same plan of the leasing organization.]

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:

<PAGE>

(Choose (a) or (b) or both)

(a) Attainment of age -------------------- (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

(3) ------------months (not exceeding 24) following the Employee's
Employment Commencement Date.

(4) One Hour of Service.

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose
(c), (d) or (e))

(d) The first day of the Plan Year.

(e) (Specify entry dates) -------------------------------.

Time of Participation. An Employee will become a Participant, unless
excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if
employed on that date): (Choose (f), (g) or (h))

(f) immediately following

(g) immediately preceding

(h) nearest the date the Employer completes the eligibility conditions described
in Options (a) and (b) of this Adoption Agreement Section 2.01. [Note: The
Employer must coordinate the selection of (f), (g) or (h) with the "Plan Entry
Date" selection in (c), (d) of (e). Unless otherwise excluded under Section
1.07, the Employee must become a Participant by the earlier of: (1) the first
day of the Plan Year beginning after the date the Employee completes the age and
service requirements of Code ss.410(a); or (2) 6 months after the date the
Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (i) or (j))

(I) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions

<PAGE>

(2) Employees who are Participants in the Plan as of the
Effective Date.

(j) Solely to an Employee employed by the Employer after ----------------------.
If the Employee was employed by the specified date, the Employee will become a
Participant: (Choose (1) or (2))

(1) On the latest of the Effective Date, his Employment Commencement Date
or the date he attains age ------------------- (not to exceed 21).

(2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. [For restated
plans only]

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

(a) 1,000 Hours of Service

(b) ------------------------ Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

(d) The Plan year, beginning with the Plan Year which includes the first
anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION.

The Break in Service rule described in Section 2.03(B) of the Plan: (Choose
(a) or (b))

(a) Does not apply to the Employer's Plan.

(b) Applies to the Employer's Plan.

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

The amount of the Employer's annual contribution to the Trust will equal:
(Choose (a), (b), (c) or (d))

(a) The amount (or additional amount) the Employer may from time to time deem
advisable.

<PAGE>

(b) -----------------% of the Compensation of all Participants under the Plan,
determined for the Employer's taxable year for which it makes the contribution,
[Note: The percentage selected may not exceed 15%.]

(d) This Plan is a frozen Plan effective ---------------. The Employer will not
contribute to the Plan with respect to any period following the stated date.

Net Profits. The Employer: (Choose (e) or (f))

(e) Need not have Net Profits to make its annual contribution under this Plan.

(f) Must have current or accumulated Net Profits exceeding
$----------------- to make the contributions described in Option
- ------------------.

The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. If more than one member of a related group
(as defined in Section 1.30) execute this Adoption Agreement, each participating
member separately will determine Net Profits. "Net Profits" includes both
current and accumulated net profits. The term "net Profits" specifically
excludes:
- ---------------------------------------------------------------.
[Note: Enter "N/A" if no exclusions apply.]

3.04 CONTRIBUTION ALLOCATION.

(a) Nonintegrated Allocation Formula. The Advisory Committee will allocate the
annual Employer contributions (and Participant forfeitures) in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.

<PAGE>

(b) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First,
the Advisory Committee will allocate the annual Employer contributions (and
Participant forfeitures) in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (e).

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer contributions (and Participant forfeitures) in
the same ratio that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year. The allocation
under this paragraph, as a percentage of each Participant's Compensation must
not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the
Maximum Disparity Table following Option (e).

Finally, the advisory Committee will allocate any remaining annual Employer
contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that each
Participant's Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Excess Compensation.

<PAGE>

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions (and Participant forfeitures) in the same ratio that each
Participant's Compensation plus Excess Compensation for the Plan Year bears to
the total Compensation plus Excess Compensation of all Participants for the Plan
year. The allocation under this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under the Maximum Disparity Table following Option
(e).

(e) Excess Compensation. For purposes of Option (b), (c) or (d), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) -------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to ------------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $----------------.

(iii) Without any further adjustment or limitation.

(2) $------------------. [Note: Not exceeding the taxable
wage base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (b), (c) and
(d), the applicable percentage is:

Integration Level Applicable Percentages Applicable
(as percentage of for Option (b) or Percentages
taxable wage base) Option (c) For Option (d)
- --------------------------------------------------------------------------------
100% 5.7% 2.7%

More than 80% but
less than 100% 5.4% 2.4%

More than 20%
(but not less than
$10,001) and not
more than 80% 4.3% 1.3%

20% (or $10,000, if
greater) or less 5.7% 2.7%

<PAGE>

Top Heavy Minimum Allocation - Eligible Participant. A Participant is
entitled to the top heavy minimum allocation in Section 3.04(B) of the Plan if
he is employed by the Employer on the last day of the Plan Year, unless: (Choose
(f) or (g))

(f) No exceptions.

(g) The Participant is a Key Employee for the Plan Year.

[Note: If the Employer selects this Option (g), it will have to determine
for each Plan Year who are the Key Employees under the Plan.]

Top Heavy Minimum Allocation - Method of Compliance. If a
Participant's allocation under this Section 3.04 is less than the
top heavy minimum allocation to which he is entitled under
Section 3.04(B): (Choose (h) or (i))

(h) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

(i) The Employer will satisfy the top heavy minimum allocation under the Paired
Pension Plan the Employer also maintains under this Master Plan. However, the
Employer will make any necessary additional contribution to satisfy the top
heavy minimum allocation for an Employee covered only under this Plan and not
under the Paired Pension Plan. See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan which is not a Paired Pension Plan
offered under this Master Plan, the Employer may provide in an addendum to this
Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
contributions and forfeitures to each Participant in the Plan, in accordance
with the elections in this Adoption Agreement Section 3.04, without regard to
which contributing related group member employs the Participant. A Participant's
Compensation includes Compensation from all related employers, irrespective of
which related employers are contributing to the Plan.

3.05 FORFEITURE ALLOCATION.

Subject to any restoration allocation required under Sections 5.04 or 9.14,
the Advisory Committee will allocate a Participant forfeiture in accordance with
Section 3.04: (Choose (a) or (b); (c) is optional in addition to (a) or (b))

(a) As an Employer contribution for the Plan Year in which the forfeiture
occurs, as if the Participant forfeiture were an additional Employer
contribution for that Plan Year.

<PAGE>

(b) To reduce the Employer contribution for the Plan Year:
(Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the Plan Year in which the
forfeiture occurs.

3.06 ACCRUAL OF BENEFIT.

Compensation Taken Into Account. For the Plan Year in which the
Employee first becomes a Participant, the Advisory Committee will
determine the allocation under Adoption Agreement Section 3.04 by
taking into account: (Choose (a) or (b))

(a) The Employee's Compensation for the entire Plan Year.

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan, except (Choose (1) or (2))

(1) No exceptions.

(2) For purposes of the first 3% of Compensation allocated to all
Participants under Options (a), (c) or (d) of Adoption Agreement Section
3.04, whichever applies, the Advisory Committee will take into account the
Employee's
Compensation for the entire Plan Year.

Accrual Requirements. To receive an allocation of Employer contributions and
Participant forfeitures, if any, for the Plan year, a Participant must satisfy
the accrual requirements of this paragraph. If the Participant is employed by
the Employer on the last day of the Plan Year, the Participant must complete at
least one hour of Service for that Plan Year. If the Participant terminates
employment with the Employer during the Plan year, the Participant must complete
at least ------------- Hours of Service (not exceeding 501) during the Plan
Year, except: (Choose (C) or (d))

(d) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of: (Choose at least
one of (1), (2) and (3))

(1) Death.

(2) Disability.

<PAGE>

(3) Attainment of Normal Retirement Age in the current Plan Year or in a
prior Plan Year.

3.15 MORE THAN ONE PLAN LIMITATION.

If the provisions of Section 3.15 apply, the Excess Amount attributed to
this Plan equals: (Choose (a), (b) or (c))

(a) The product of:

(i) the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code ss.415), times

(ii) the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code ss.415).

(b) The total Excess Amount.

[Note: If the Employer adopts Paired Plans available under this Master
Plan, the Employer must coordinate its elections under Section 3.15 of each
Adoption Agreement.]

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan because the Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in this
Plan.

(b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

(1) The Participant's projected annual benefit under the defined benefit
plan under which the Participant participates.

(2) Its contribution or allocation on behalf of the Participant to the
defined contribution plan under which the Participant participates and
then, if necessary, the Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

Override of 100% Limitation. The Employer elects: (Choose (c) or 9d))

<PAGE>

(c) To apply the 100% limitation described in Section 3.19(1) of the Plan
in all Limitation Years. [Note: This election will avoid having to calculate the
Plan's top heavy ratio for any year.]

(d) Not to apply the 100% limitation for Limitation Years in which the Plan's
top heavy ratio (as determined under Section 1.33 of the Plan) does not exceed
90%, but only if the defined benefit plan satisfies the extra minimum benefit
requirements of Code ss.415(h)(2) (and the applicable Treasury regulations)
after taking into account the Employer's election under Options (e), (f), (g) or
(h) of this Section 3.18. To determine the top heavy ratio, the Advisory
Committee will use the following interest rate and mortality assumptions to
value accrued benefits under a defined benefit plan:
- ---------------------------------------. [Note: This election will require the
Advisory Committee to calculate the Plan's top heavy ratio.]

(e) No modifications.

(f) By substituting 4% for 3% in Paragraph 9b) of Section 3.04(B)(1) of the
Plan, but only for any Plan Year in which Option (d) applies to override the
100% limitation.

(g) By increasing the top heavy minimum allocation to 5% for any Plan Year in
which the 100% limitation applies, and to 7 1/2% for any Plan Year in which
Option (d) applies to override the 100% limitation. The increased percentage
under this Option (g) applies irrespective of whether the highest Participant
contribution rate for the Plan Year is less than that increased percentage.

(h) By eliminating the top heavy minimum allocation. [Note: The Employer
may not select this Option (h) if the defined benefit plan does not guarantee
the top heavy minimum benefit under Code ss.416 for every Participant in this
Plan who is a Non-Key Employee.]

<PAGE>

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT.

Normal Retirement Age under the Plan is: (Choose (a) or (b))

(a) ---------------------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains -------- years of age or the
- -----------nniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY.

The 100% vesting rule under Section 5.02 of the Plan: (Choose (a) or choose
one or both of (b) and (c))

(a) Does not apply.

(b) Applies to death.

5.03 VESTING SCHEDULE.

The Employer elects the following vesting schedule: (Choose (a) or (b); (c)
is available only in addition to (b))

(a) Immediate vesting. 100% Nonforfeitable at all times.

[Note: The Employer must elect Option (a) if the eligibility conditions
under Adoption Agreement Section 2.01(b) require 2 years of service or more than
12 months of employment.]

(b) Graduated Vesting Schedules. (Choose (1), (2) or (3))

(1) 6-year graded (2) 3-year cliff (3) Modified Top

Year of Nonforfeitable Year of Nonforfeitable Year of Nonforfeitable
Service Percentage Service Percentage Service Percentage
- --------------------------------------------------------------------------------
Less Less Less
than 2 0% than 3 0% than 1 ------
2 20% 3 or more 100% 1 ------
3 40% 2 ------
4 60% 3 ------
5 80% 4 ------
6 or more 100% 5 ------

6 or more 100%

[Note: Under Option (b)(3), the vesting schedule must satisfy the
top heavy requirements of Code ss.416.]

<PAGE>

(c) Minimum vesting. A Participant's Nonforfeitable Accrued Benefit will never
be less than the lesser of $------------- or his entire Accrued Benefit, even if
the application of the graduated vesting schedule under Option (b) would result
in a smaller Nonforfeitable Accrued Benefit.

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.

The deemed cash-out rule described in Section 4.04(C) of the Plan: (Choose
(a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0%
vested Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ----------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING.

The Employer specifically excludes the following Years of Service: (Choose
(a) or at least one of (b), (c) and (d))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- --------------------. [Note: The age selected may not exceed age 18.]

(

<PAGE>

d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This exception
applies only if the Participant is 0% vested in his Accrued Benefit derived from
Employer contributions at the time he has a Break in Service. Furthermore, the
aggregate number of Years of Service before a Break in Service do not include
any Years of Service not required to be taken into account under this exception
by reason of any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The elections under this Article VI may
not eliminate Code ss.411(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption ate
or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Distribution date. A distribution date under the Plan means
- --------------------------------------------------------------.
[Note: The Employer must specify the appropriate date(s). The specified
distribution dates primarily establish annuity starting dates and the notice and
consent periods prescribed by the Plan. The Plan allows the Trustee an
administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d))

(a) ---------- of the ---------------- Plan Year beginning after the
Participant's Separation from Service.

(b) ------------------ following the Participant's Separation from
Service.

(c) ------------------------ of the Plan Year after the Participant incurs
- ---------------------------- Break(s) in Service (as defined in Article V).

(d) following the Participant's attainment of Normal Retirement Age, but
not earlier than --------------- days following his Separation from Service.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.

Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (Choose (e) or (f))

<PAGE>

(e) ------------------ after the Participant terminates employment because of
disability.

(f) The same as if the Participant had terminated employment without
disability.

Hardship. (Choose (g) or (h))

(g) The Plan does not permit a hardship distribution to a Participant who has
separated from Service.

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (i) or (j))

(i) Treats the default as a distributable event. The Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(j) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.

The Advisory Committee will apply Section 6.02 of the Plan with the
following modifications: (Choose (a) or (b))

(a) No modifications.

(b) The Plan permits the following annuity options:
- ----------------------------------------------------------------.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(b).]

6.03 BENEFIT PAYMENT ELECTIONS.

<PAGE>

(a) As of any distribution date, but not earlier than -------------- of the
- -------- Plan Year beginning after the Participant's Separation from Service.

(b) As of the following date(s): (Choose at least one of Options
(1) and (5))

(1) As of any distribution date after the close of the Plan Year in which
the Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the -------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
------------ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age --------- and
completion of at least --------- Years of Service (as defined in Article
V).

(d) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable Accrued
Benefit after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

(2) ------------------- years of age and is at least ----------%
vested in his Accrued Benefit. [Note: If the percentage is
less than 100%, see the special vesting formula in Section
5.03.]

(e) After a Participant has participated in the Plan for a period of not
less than ------------ years and he is 100% vested in his Accrued Benefit, until
he retires, the Participant has a continuing election to receive all or any
portion of his Accrued Benefit. [Note: The number in the blank space may not be
less than 5.]

(f) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy
under Section 6.01(A)(4) of the Plan. In no event may a Participant receive a

<PAGE>

hardship distribution under this Option (f) before he is at least
- ---------% vested in his Accrued Benefit. [Note: If the percentage in the
blank space is less than 100%, see the special vesting formula in Section 5.03.]

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.

The annuity distribution requirements of Section 6.04: (Choose
(a) or (b))

(a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.

If a distribution (other than a distribution from a segregated Account)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b))

(a) --------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST.

In addition to each Accounting Date, the trustee must value the Trust Fund
on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) -------------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

<PAGE>

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- ----------. [Note: May not be effective later than the first day of the first
Plan Year beginning after the Employer executes this Adoption Agreement to
restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
- -------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after -------------------.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ----------. [Note: If the effective
date is later than Plan Years beginning after December 31, 1989, the accrual
requirements in the Plan prior to its restatement may not be more restrictive
for post-1989 Plan Years than the requirements permitted under Adoption
Agreement Section 3.06.]

(f) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ---------------------------. [Note: The date specified may
not be earlier than December 31, 1985.]

(g) Vesting Schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after ---------------------.

Execution Page

The Trustee (and custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan

<PAGE>

and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this ---------- day of
- -----------------, 19----.

Name and EIN of Employer: --------------------------------------

Signed: --------------------------------------------------------

Name(s) of Trustee: --------------------------------------------

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

Signed: ---------------------------------------------------------

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

Name of Custodian: ----------------------------------------------

Signed: ---------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.
The Master Plan Sponsor offers the following Paired Pension Plan(s) with this
Paired Profit Sharing Plan, identified by 3-digit adoption agreement number:
- -----------------------------------------------------------------

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: 7800 E. Union Ave., Denver, Colorado 80201, (303) 779- 0731.

<PAGE>

another plan if this Plan, or the Paired Pension Plan, amended and restated that
prior plan and the prior plan was the same type of plan as the restated plan. If
the Employer maintains or has maintained another plan other than a Paired
Pension Plan, including a welfare benefit fund, as defined in Code ss.419(e),
which provides post-retirement medical benefits for key employees (as defined in
Code ss.419A(d)(3)), or an individual medical account (as defined in Code
ss.415(1)(2)), the Employer may not rely on this Plan's qualified status unless
it obtains a determination letter from the applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, --------------------------------------------
- --------------------------------------------------- the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's
participation in the designated Plan is -------------------------------.

2. The undersigned Employer's adoption of this Plan
constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently maintained
by the Employer, identified as ------------------------------------- and having
an original effective date of ---------------------------------------.
Dated this ---------------- day of ------------------, 19------.

Name of Participating Employer: ----------------------------------

Signed: ----------------------------------------------------------

Participating Employer's EIN: -------------------------------------

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: -------------------------------------

Signed: --------------------------------------------------

Accepted:--------------------------------------------------
[Date]

<PAGE>

Name(s) of Trustee: --------------------------------------------

Signed: --------------------------------------------------

Accepted: ------------------------------------------------
[Date]

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STN PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will be the Trustee and will charge an annual trust fee. Note: See
Trustee Comments on page 14 for further explaination of Non-discretionary
Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Profit Sharing Plan.

1.07 Employee

If you want the plan to cover all employees, select option (a). If you want to
exclude from the plan any group(s) of employees, select any combination of (b)
or (c).

Related Employers/Leased Employers

You may not exclude leased employees or related employers from participation
unless they are excluded under options (b) or (c) of Section 1.07.

1.12 Compensation

Treatment of elective contributions

Choose option (a) if you prefer to "add back" employee elective 401(k)
contributions to compensation for purposes of allocating employer contributions,
forfeitures and for non-discrimination testing.

<PAGE>

Modifications to Compensation - You must choose option (c) or any
combination of (d) or (e). Any exclusion of compensation may result in
unallowable discrimination.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January
1) and the year.

Restated Plan 0 Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

Choose which method you wish to use for counting hours worked by an
employee to accrue benefits. Option (b), the equivalency method, is explained in
Section 1.27 of the plan. Usually Option (a) is chosen.

1.29 Service for Predecessor Employer

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

<PAGE>

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

Dual Eligibility - This section allows you to include in the plan current
employees who have not met the eligibility requirements and apply the
eligibility requirements to newly hired employees.
Restated plans usually choose (i)(2).

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary (Option (c) or the plan year
(Option (d)). Option (d) is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

Article III

3.01 Amount

Option (a) provides for a discreationary formula. Option (b) allows the employer
to determine the contribution separately for different catagoaries of
participants. Options (c) and (d) allow the employer to choose a fixed
contribution formula.

Net Profits - An employer may require net profits to make it's contribution or
may disregard profits to determine the contribution. If the employer selects
Option (f) it must also complete the two blanks.

3.04 Contribution Allocation

Allocation formula. The primary allocation formulas are in Options (a), (b), (c)
and (d). Option (a) is a nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (b), (c) and (d) are
alternatives for integrated plans. Usually option (a) is chosen for
non-integrated plans.

<PAGE>

The two-tiered formula under Option (b) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4% or 4.3%) described in the second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula of Option (c), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

The four-tiered allocation under Option (d) is a hybrid of Options (b) and (c).
The sole purpose of Option (d) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (c). The fourth tier is a prorata allocation
based on total compensation.

3.05 Forfeiture Allocation

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Accrual Requirements - Specify the service requirements a participant must
satisfy to receive an allocation. You may specify an hours of service
requirement, no greater than 501 hours. Standardized plans have relaxed
contribution requirements. A participant will receive an employer contribution
and forfeitures if they meet either of the two requirements below.

<PAGE>

Requirement #1

If the Participant was employed on the last day of the plan year and worked for
at least one hour during the plan year, or

Requirement #2

If the Participant terminates employment during the plan year after working at
least 501 hours for the employer.

3.15 More Than One Plan

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit plan. Choose under option (b), which plan's benefit would be reduced if
a participant's total allocations for a year were to exceed the allowable limit.

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death option (b) or disability option (c).

5.03 Vesting Schedule

Complete the Modified Top Heavy schedule based upon the following:

Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)

<PAGE>

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

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service

By choosing options (b) through (d) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article VI

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Optional Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An option form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g. right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

<PAGE>

"administratively reasonable period of time" from the distribution date. A
typical distribution date for a Profit Sharing plan is 90 days after the plan
year end.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participant's vested balance does not exceed $3,500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" an therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (e) and (f).

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatment. If the plan is not subject to the annuity requirements of Section
6.04, usually option (a) is chosen. If you choose to allow annuities, option (b)
special waivers and consent rules apply to all distributions.

6.03 Participant Elections After Separation from Service

You must choose when an employee who has separated from service, with a vested
benefit greater than $3,500, may elect to commence distributions. This election
will be tied directly tot he "distribution date" defined earlier.

Participant Elections Prior to Separation from Service

The following distribution elections apply to employer contributions regardless
of vested account balances, prior to employment separation. If you prefer not to
allow any distribution options from these accounts prior to separation, select
option (c).

<PAGE>

6.04 Annuity Distributions

The law requires distributions to certain participants to be in the form of
commercial insurance annuities, unless consented to and waived by both the
participant and his or her spouse. Participants subject to this requirement are
identified in section 6.04(E) of the Plan. For administrative convenience,
choose option (a). If you are restating a plan that was subject to the joint and
survivor annuity rules you must select Option (b).

9.10 Value of Benefit

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (g) have an effective date other than your
restated effective date in Adoption Agreement Section 1.18. Some provisions in
the Tax Reform Act of 1986 were not effective until 1988 or 1989. The few
provisions, if any, that have later effective dates must specify when they are
effective.

a. Compensation definition may not be later than the first day of your 1991
plan year.

b. Eligibility conditions may not be later than the first day of your 1989
plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of
your 1989 plan year.

e. Accrual requirements may not be earlier than the first day of your 1989
plan year.

f. Elimination of Net Profits may not be earlier than December 31, 1985.

g. Vesting schedule may not be later than the first day of your 1989 plan
year.

<PAGE>

Execution Page

The Employer must complete the date on which it executes the adoption agreement
and must execute the signature for the Employer. The execution page provides one
line above the signature line to print or type the name of the Employer and the
Employer's EIN. If the Employer is a sole proprietorship, he or she should
execute as Employer. If the Employer is a corporation or a partnership, an
officer or a partner, as applicable, should execute the adoption agreement on
behalf of the Employer.

Trustee

If you selected option (a) of Section 1.02 then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as Custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non- discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole proprietorship. The Named Fiduciary is
responsible for selecting plan investments.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if you are unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

is necessary to satisfy the coverage requirements of Code ss.410(b) or the
minimum participation requirement of Code ss.401(a)(26). If the Employer
determines inclusion of the employees of a related group member is necessary to
maintain qualification of the plan, he Employer may take one or two approaches:
(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\stnpspaa.003

Adoption Agreement #004
Letter Serial No. D246281a

Standardized Money Purchase Pension Plan

Standardized Money Purchase Pension Features

- - Allows for integration of contributions with Social Security
- - Allows for top-heavy vesting schedule
- - May be paired with INVESCO Profit Sharing Plans

Provided by:
The Financial Funds

Managed & Distributed by
INVESCO Funds Group, Inc.

Custodian:
INVESCO Trust Company

A Subsidiary of INVESCO MIM PLC

<PAGE>

Your Adoption Agreement and Basic Plan Document together constitute the rules
and parameters under which your retirement progrma will operate. Each section of
the Adoption Agreemetn requires the employer to make a selection. Whenever
possible (balancing complexity and space constraints) we have provided
instructions to the left of key selections. These instructions are intended to
assist you, the employer, in choosing the optional provisions for your
retirement program. They are not intended to substitute or replace completent
advice from your legal counsel or accountant. If further clarification is
necessary, contact your advisors or INVESCO Trust Company. We recommend that you
obtain the advice of your legal or tax advisor before you sign this Adoption
Agreement.

<PAGE>

ADOPTION AGREEMENT #004
STANDARDIZED MONEY PURCHASE PLAN
(PAIRED PENSION PLAN)

The undersigned, -------------------------------------------- ("Employer"), by
executing this Adoption Agreement, elects to become a participating Employer in
the INVESCO Trust Company Defined Contribution Master Plan (basic plan document
#01) by adopting the accompanying Plan and Trust in full as if the Employer were
a signatory to that Agreement. The employer makes the following elections
granted under the provisions of the Master Plan.

ARTICLE I
DEFINITIONS

1.02 Trustee.

The Trustee executing this Adoption Agreement is: (Choose (a) or (b))

(a) A discretionary Trustee, See Section 10.03[A] of the Plan.

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN.

The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE.

The following Employees are not eligible to participate in the Plan:
(Choose (a) or at least one of (b) or (c))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan).

[Note: If the Employer excludes union employees from the Plan, the Employer
must be able to provide evidence that retirement benefits were the subject of
good faith bargaining.]

(c) Nonresident aliens who do not receive any earned income (as defined in Code
ss.911(d)(2) from the Employer which constitutes United States source income (as
defined in Code ss.861(a)(3)).

[Note: A related group member may not contribute to this Plan unless it
executes a Participation Agreement, even if its Employees are Participants in
the Plan.]

<PAGE>

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

(a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.

(b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least
one of (d) and (e))

(d) The Plan excludes Compensation in excess of $--------------.

(e) In lieu of the definition in Section 1.12 of the Plan, Compensation means
any earnings reportable as W-2 wages for Federal income tax withholding
purposes, subject to any other election under this Adoption Agreement Section
1.12.

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

(a) The 12 consecutive month period ending every --------------.

(b) (Specify) -------------------------------------------------.

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every --------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is -------------------.

Restated Plan. The restated Effective Date is -------------------. This
Plan is a substitution and amendment of an existing retirement plan(s)
originally established -----------------------. (Note: See the Effective Date
Addendum.)

1.27 HOUR OF SERVICE.

The crediting method for Hours of Service is: (Choose (a) or (b))

(a) The actual method.

(b) The ----------------------- equivalency method, except:

(1) No exceptions.

<PAGE>

(2) The actual method applies for purposes of: (Choose at
least one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii) Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER.

In addition to the predecessor service the Plan must credit by reason of
Section 1.29 of the Plan, the Plan credits Service with the following
predecessor employer(s): --------------------------. Service with the designated
predecessor employer(s) applies: (Choose at least one of (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

1.31 LEASED EMPLOYEES.

ARTICLE II
EMPLOYEE PARTICIPANTS

<PAGE>

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions:
(Choose (a) or (b) or both)

(a) Attainment of age -------------------- (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (4))

(1) One Year of Service.

(2) Two Years of Service, without an intervening Break in
Service. See Section 2.03(A) of the Plan.

(3) --------- months (not exceeding 24) following the Employee's
Employment Commencement Date.

(4) One Hour of Service.

Plan Entry Date. "Plan Entry Date" means the Effective Date and:
(Choose (c), (d) or (e))

(d) The first day of the Plan Year.

(e) (Specify entry dates) --------------------------------.

Time of Participation. An Employee will become a Participant, unless
excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if
employed on that date): (Choose (f), (g) or (h))

(f) immediately following

(g) immediately preceding

Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (i) or (j))

(i) All Employees of the Employer, except: (Choose (1) or (2))

<PAGE>

(1) No exceptions

(2) Employees who are Participants in the Plan as of the
Effective Date.

(j) Solely to an Employee employed by the Employer after ---------------------.
If the Employee was employed by the specified date, the Employee will become a
Participant: (Choose (1) or (2))

(1) On the latest of the Effective Date, his Employment Commencement Date
or the date he attains age --------------------- (not to exceed 21).

(2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. [For restated
plans only]

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

(a) 1,000 Hours of Service

(b) ------------------------ Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

(d) The Plan year, beginning with the Plan Year which includes the first
anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION.

The Break in Service rule described in Section 2.03(B) of the Plan: (Choose
(a) or (b))

(a) Does not apply to the Employer's Plan.

(b) Applies to the Employer's Plan.

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

The amount of the Employer's annual contribution to the Trust will equal:
(Choose (a), (b), (c) or (d); (e) is mandatory if the Employer elects (b) or
(c))

<PAGE>

(a) Nonintegrated Contribution Formula. ---------------% of each Participant's
Compensation for the Plan Year.

(b) Integrated Contribution Formula. (Complete both percentages)
- ---------% of each Participant's Compensation for the Plan Year plus
- ---------% of each Participant's Compensation for the Plan Year in excess of
the Integration Level.

[Note: The second percentage may not exceed the lesser of the first
percentage or the applicable percentage described in the Maximum Disparity
Table.]

(c) Step-rate Integrated Contribution Formula. (Complete both percentages)
- --------% of each Participant's Compensation for the Plan Year which does not
exceed the Integration Level, plus ---------% of each Participant's Compensation
for the Plan Year in excess of the Integration Level. [Note: The difference
between the second percentage and the first percentage may not exceed the lesser
of the first percentage or the applicable percentage described in the Maximum
Disparity Table.]

[Note: If the Employer maintains Paired Plans, the Employer may not elect
Option (b) or Option (c) if the Paired Plan uses an integrated formula.]

(d) Frozen Plan Formula. This Plan is a frozen Plan effective
- -----------------------------. The Employer will not contribute to the Plan with
respet to any period following that stated date.

(e) Integration Level. The Integration Level under the Plan is:
(Choose (1) or (2))

(1) ------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to -------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $----------------------.

(iii)Without any further adjustment or limitation.

(2) $------------- [Note: Not esceeding the taxable wage
base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (b) and (c), the
applicable percentage is:

<PAGE>

Inegration Level (as Applicable
percentage of taxable wage base) Percentage
-----------------------------------------------------------

100% 5.7%
More than 80% but less than 100% 5.4%
More than 20% (but not less than $10,001)
and not more than 80% 4.3%
20% (or $10,000, if greater) or less 5.7%

Application of contribution formula. The Employer will determine its
contribution under Options (a), (b) or (c) by taking into account only the
Participants who satisfy the conditions under Section 3.06 for an allocation of
Employer contributions and only the Participant's Compensation taken into
account under Section 3.06. The Empoyer contribution on behalf of a Participant
may not exceed the Participant's annual additions limitation described in Part 2
of Article III, even if the contribution formula otherwise would require a
larger contribution.

Coordination with defined benefit plan. If the Employer maintains a defined
benefit plan under which at least one Participant in this Plan participates, the
Employer will determine its contribuion under Options (a), (b) or (c) by
reducign the total contibution, if necessary to equal the maximum deductible
amount under Code ss.404(a)(7). If the Employer must reduce its contribution,
the Employer determines its contibution with respect to each Participant by
adjusting each percentage under Options (a), (b) or (c) by the same ratio as the
reduced total Employer contribution for the Plan Year bears to the total
Employer contribution determined without applciation of Code ss.404(a)(7).

Related Employers. Unless obligated by the joint and several liability
provisions of the code or of ERISA, a related group member, as defined in
Section 1.30 of the Plan, may not contribute tot his Plan unless it executes a
Participation Agreement, even if its Employees are Participants in the Plan. The
signatory Employer and any Participaing Employer(s) will satisfy the annual
contribution under this Section 3.01 as agreed upon by those Employers.

3.04 CONTRIBUTION ALLOCATION.

Method of Allocation. Subject to any restoration allocation required under
Section .04, the Advisory Committee will allocate and credit each annual
Employer contribution to the Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the contribution formula adopted
by the Employer under Adoption Agreement Section 3.01.

(a) No exceptions.

<PAGE>

(b) The Participant is a Key Employee for the Plan Year. [Note: If the
Employer selects this Option (b), it will need to identify the Key Employees
under the Plan.]

Top Heavy Minimum Allocation - Method of Compliance. If a Participant's
allocation under thsi Section 3.04 is less than the top heavy minimum allocation
to which he is entitled under Section 3.04(B): (Choose (c) or (d))

(c) The employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

(d) The Employer will satisfy the top heavy minimum allocation under the Paired
Profit Sharing Plan the Employer also maintains under this Master Plan. However,
the Employer will make any necessary additional contribution to satisfy the top
heavy minimum allocation for an Employee covered only under this Plan and not
under the Paired Profit Sharing Plan. See Section 3.04(B)(7)(b) of the Plan.

If the Employer maintains another plan which is not a Paired Profit Sharing Plan
offered under thsi Master Plan, the Employer may provide in an addendum to this
Adoption Agreement, numbered Section 3.04, any modifications to the Plan
necessary to satisfy the top heavy requirements under Code ss.416.

3.05 FORFEITURE ALLOCATION.

Subject to any restoration allocation required under Sections 5.04 or 9.14,
the Advisory Committee will allocate a Participant forfeiture: (Choose (a) or
(b); (c) is optional in addition to (a) or (b))

(a) Reduction of Employer contribution. In accordance with Section 3.04, to
reduce the Employer contribution for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the Plan Year in which the
forfeiture occurs.

(b) Increased allocation. In addition to the Employer contribution for the Plan
Year in which the forfeiure occurs. The Advisory Committee will allocate the
Participant forfeitures for a Plan Year to the Account of each Participant who
satisfies the conditions of Section 3.06, in the same ratio that such
Participant's Compensation for the Plan Year bears to the total Compensation of
all Participants for the Plan Year.

<PAGE>

3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory committee will detemine the contribution
under Section 3.01, and, if applicable, the allocation under Option (b) of
Section 3.05, by taking into account: (Choose (a) or (b))

(a) The Employee's Compensation for the entire Plan Year.

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan.

(d) No Hour of Service requirement if the Participant terminates employment
during the Plan Year on account of: (Choose at least one of (1), (2) and (3))

(1) Death.

(2) Disability.

(3) Attainment of Normal Retirement Age in the current Plan Year or in a
prior Plan Year.

3.15 MORE THAN ONE PLAN LIMITATION.

If the provisions of Section 3.15 apply, the Excess Amount attributed to
this Plan equals: (Choose (a), (b) or (c))

(a) The product of:

(i) the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code ss.415), times

(ii) the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code ss.415).

(b) The total Excess Amount.

<PAGE>

[Note: If the Employer adopts Paired Plans available under this Master
Plan, the Employer must coordinate its elections under Section 3.15 of each
Adoption Agreement.]

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))

(a) Does not apply to the Employer's Plan because the Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in this
Plan.

(b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

(1) The Participant's projected annual benefit under the defined benefit
plan under which the Participant participates.

(2) Its contribution or allocation on behalf of the Participant to the
defined contribution plan under which the Participant participates and
then, if necessary, the Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

Override of 100% Limitation. The Employer elects: (Choose (c) or 9d))

c) To apply the 100% limitation described in Section 3.19(1) of the Plan
in all Limitation Years.

[Note: This election will avoid having to calculate the Plan's top heavy
ratio for any year.]

(d) Not to apply the 100% limitation for Limitation Years in which the
Plan's top heavy ratio (as determined under Section 1.33 of the Plan) does not
exceed 90%, but only if the defined benefit plan satisfies the extra minimum
benefit requirements of Code ss.416(h)(2) (and the applicable Treasury
regulations) after taking into account the Employer's election under Options
(e), (f), (g) or (h) of this Section 3.18. To determine the top heavy ratio, the
Advisory Committee will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan:
- -------------------------.

[Note: This election will require the Advisory Committee to calculate the
Plan's top heavy ratio.]

<PAGE>

(e) No modifications.

(f) By substituting 4% for 3% in Paragraph 9b) of Section 3.04(B)(1) of the
Plan, but only for any Plan Year in which Option (d) applies to override the
100% limitation.

(h) By eliminating the top heavy minimum allocation.

[Note: The Employer may not select this Option (h) if the defined benefit
plan does not guarantee the top heavy minimum benefit under Code ss.416 for
every Participant in this Plan who is a Non-Key Employee.]

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT.

Normal Retirement Age under the Plan is: (Choose (a) or (b))

(a) ------------------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains ---------(------) years of
age or the --------(---------) anniversary of the first day of the Plan Year in
which the Participant commenced participation in the Plan. [The age selected may
not exceed age 65 and the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY.

The 100% vesting rule under Section 5.02 of the Plan: (Choose (a) or choose
one or both of (b) and (c))

(a) Does not apply.

<PAGE>

(b) Applies to death.

5.03 VESTING SCHEDULE.

The Employer elects the following vesting schedule: (Choose (a) or (b); (c)
is available only in addition to (b))

(a) Immediate vesting. 100% Nonforfeitable at all times.

[Note: The Employer must elect Option (a) if the eligibility conditions
under Adoption Agreement Section 2.01(b) require 2 years of service or more than
12 months of employment.]

(b) Graduated Vesting Schedules. (Choose (1), (2) or (3))

(1) 6-year graded (2) 3-year cliff (3) Modified Top
Heavy Schedule

[Note: Under Option (b)(3), the vesting schedule must satisfy the
top heavy requirements of Code ss.416.]

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.

The deemed cash-out rule described in Section 4.04(C) of the Plan: (Choose
(a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0%
vested Participants.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

<PAGE>

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ---------------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING.

The Employer specifically excludes the following Years of Service: (Choose
(a) or at least one of (b), (c) and (d))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- --------------------.

[Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Break in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

Code ss.411(d)(6) Protected Benefits. The election under this Article VI may not
eliminate Code ss.411(d)(6) protected benefits. To the extent the elections
would eliminate a Code ss.(d)(6) protected benefit, see Section 13.02 of the
Plan. Furthermore, if the elections liberalize the optional forms of benefit
under the Plan, the more liberal options apply on the later of the adoption date
or the Effective Date of this Adoption Agreement.

<PAGE>

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d))

(a) ----------- of the -------------- Plan Year beginning after the
Participant's Separation from Service.

(b) ---------------------- following the Participant's Separation from
Service.

(c) ------------------------- of the Plan Year after the Participant incurs
- -------------------- Break(s) in Service (as defined in Article V).

(d) ------------- following the Participant's attainment of Normal
Retirement Age, but not earlier than -------------- days following his
Separation from Service.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.

Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (Choose (e) or (f))

(e) ----------------- after the Participant terminates employment because
of disability.

(f) The same as if the Participant had terminated employment without
disability.

Hardship. (Choose (g) or (h))

(g) The Plan does not permit a hardship distribution to a Participant who has
separated from Service.

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
Section 6.01(A)(4) of the Plan.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (i) or (j))

<PAGE>

(i) Treats the default as a distributable event only if the
Participant has incurred a Separation from Service or has attained Normal
Retirement Age. If either conditions applies, the Trustee, at the time of
the default or, if later, at the time either conditions first occurs, will
reduce the Participant's Nonforfeitable Accrued Benefit by the lesser of
the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit.

(j) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Setion 6.03
of the Plan, the Trustee will reduce the Participant's Nonforfeitable
Accrued Benefit by the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that Nonforfeitable Accrued
Benefit.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT.

The Advisory Committee will apply Section 6.02 of the Plan with the
following modifications: (Choose (a) or (b))

(a) No modifications.

(b) The Plan permits the following annuity options:
- ----------------------------------------------------------------.
[Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(b).]

6.03 BENEFIT PAYMENT ELECTIONS.

(a) As of any distribution date, but not earlier than -------- of the --------
Plan Year beginning after the Participant's Separation from Service.

(b) As of the following date(s): (Choose at least one of Options
(1) through (5))

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the ----------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the
Participant incurs --------------------- Break(s) in Service (as
defined in Article V).

<PAGE>

(5) Any distribution date following attainment of age ----------- and
completion of at least -------- Years of Service (as defined in Article
V).

(d) Attainment of Normal Retirement Age. Until he retires, the Participant
has a continuing election to receive all or any portion of his Nonforfeitable
Accrued Benefit after he attains Normal Retirement Age.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT.

If a distribution (other than a distribution from a segregated Account)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b))

(a) --------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.14 VALUATION OF TRUST.

In addition to each Accounting Date, the Trustee must value the Trust Fund
on the following valuation date(s): (Choose (a) or (b))

(a) No other mandatory valuation dates.

(b) (Specify) --------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

The Employer must complete this addendum only if the restated Effective
Date specified in Adoption Agreement Section 1.18 is different than the restated
effective date for at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement Section 1.18, the
following special effective dates apply: (Choose whichever elections apply)

<PAGE>

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- -----------------.

[Note: May not be effective later than the first day of the first Plan Year
beginning after the Employer executes this Adoption Agreement to restate the
Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. The eligibility conditions specified in Adoption
Agreement Section 2.01 are effective for Plan Years beginning after
- -------------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after --------------------.

(e) Reallocation of Forfeitures. The reallocation of forfeitures under
Section 3.05 applies to Plan Years beginning after ------------------.

[Note: The date specified may not be earlier than December 31, 1985.]

(f) Accrual requirements.

The accrual requirements of Section 3.06 are effective for Plan Years
beginning after -----------------. [Note: If the effective date is later than
Plan Years beignning after December 31, 1989, the accrual requirements in the
Plan prior to its restatement may not be more restrictive for post- 1989 Plan
Years than the requirements permitted under Adoption Agreement Section 3.06.]

(g) Vesting schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after --------------------.

For Plan Years prior to the special Effective Date, the terms of the Plan prior
to its restatement under this Adoption Agreement will control for purposes of
the designated povisions. A special Effective Date may not result in the delay
of a Plan provisionbeyond the permissible Effective Date under any applicable
law requirements.

Execution Page

<PAGE>

Name and EIN of Employer: ---------------------------------------

Signed: ---------------------------------------------------------

Name(s) of Trustee: ---------------------------------------------

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

Signed: ---------------------------------------------------------

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

Name of Custodian: ----------------------------------------------

Signed: ---------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See
Section 10.03 of the Plan.]

Plan Number: The 3-digit plan number the Employer assigns to this
Plan for ERISA reporting purposes (Form 5500 Series) is:
- ------------------------.

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: INVESCO Trust Company, 7800 E. Union Ave., Denver, Colorado
80201, (303) 779-0731.

<PAGE>

Reliance on Opinion Letter. If the Employer does not maintain (and has
never maintained) any other plan other than this Plan and a Paired Profit
Sharing Plan, it may rely on the Master Plan Sponsor's opinion letter covering
this Plan for purposes of plan qualification. For this purpose, the Employer has
not maintained another plan if this Plan, or the Paired Profit Sharing Plan,
amended and restated that prior plan and the prior plan was the same type of
plan as the restated plan. If the Employer maintains or has maintained another
plan other than a Paired Profit Sharing Plan, including a welfare benefit fund,
as defined in Code ss.419(e), which provides post-retirement medical benefits
for key employees (as defined in Code ss.419A(d)(3)), or an individual medical
account (as defined in Code ss.415(1)(2)), the Employer may not rely on this
Plan's qualified status unless it obtains a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, ----------------------------------, the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's participation in the
designated Plan is ---------------------------.

2. The undersigned Employer's adoption of this Plan constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as ------------------------------------
and having an original effective date of --------------------------------------.

Dated this ----------------- day of --------------, 19----.

Name of Participating Employer: ------------------------------------

Signed: ------------------------------------------------------------

Participating Employer's EIN: --------------------------------------

Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.

Name of Signatory Employer: ----------------------------------------

<PAGE>

Accepted: -------------------------------------------------
[Date]

Signed: ---------------------------------------------------

Name(s) of Trustee: ---------------------------------------

Accepted: -------------------------------------------------
[Date]

Signed: ---------------------------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STD MP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

1.03 Plan

Enter the plan name. Example: ABC Inc. Money Purchase Pension
Plan.

1.07 Employee

If you want the plan to cover all types of employees, select option (a). If you
want to exclude from the plan any group(s) of employees, select any combination
of (b) or (c).

Leased Employees

You may not exclude leased employees from participation unless they are excluded
under options (b) or (c) of Section 1.07.

Related Employers

You may not exclude related employers from participating in the plan unless they
are excluded under options (b) or (c) of Section 1.07.

<PAGE>

1.12 Compensation

Treatment of elective contributions - Choose option (a) if you prefer to "add
back" employee elective 401(k) contributions to compensation for purposes of
allocating employer contributions, and forfeitures.

Modification to Compensation

Modifications to Compensation - You must choose option (c) or any combination of
(d) or (e). Any exclusion of compensation may result in unallowable
discrimination.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January 1) and
the year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

1.31 Leased Employees

<PAGE>

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (c), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (f) is chosen.

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option (a) is chosen for
administrative convenience.

3.01 Employer Contributions and Forfeitures

Amount - The employer must select a definite contribution formula under a money
purchase pension plan. Option (a) is a nonintegrated formula, options (b) and
(c) are integrated formulas.

Option (a) allows the employer to choose a fixed amount for the contribution
regardless of compensation.

Options (b) and (c) are two approaches to allowing permitted disparity in the
contribution formula. Option (b) applies the first percentage to a participant's
total compensation.

<PAGE>

3.04 Contribution Allocation

Contribution will be allocated (split up to participants) in the manner elected
to computate the contribution selected under Section 3.01.

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures as a reduction
in contributions. Option (b) allocates forfeitures as an additional employer
contribution.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered the plan during the year), for contributions choose option (a), if not,
choose option (b).

Requirement #1

If the Participant was employed on the last day of the plan year and worked for
at least one hour during the plan year, or

Requirement #2

If the Participant terminates employment during the plan year after working at
least 501 hours for the employer.

3.15 More Than One Plan

3.18 Defined Benefit Plan Limitation

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

<PAGE>

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death, option (b) or disability, option (c).

5.03 Vesting Schedule

Choose what vesting schedule(s) you want to apply to employer contributions. If
you choose option (b), you must at a minimum complete the top-heavy vesting
schedule. Remember, if the eligibility requirements are more than one year,
option (a) must be chosen.

Complete the Modified Top Heavy Schedule based upon the following:

Nonforfeitable Percentage
Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose Option (a).

5.08 Prior Years of Service

By choosing options (b) through (d) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

<PAGE>

provisions regarding optional forms of benefit, may not eliminate an
optional form of benefit with respect to the account balance accrued as of the
date the Employer executes the restated adoption agreement (or, if later, the
effective date of that restated adoption agreement). An option form of benefit
includes the form of payment (e.g., lump sum or installments), the timing of
payment (e.g., immediately after separation form service, following a break in
service, after attaining normal retirement age) and the medium of payment (e.g.
right to elect distribution in Employer securities, right to elect distribution
in the form of an annuity contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
administratively reasonable period of time from the distribution date. Typical
distribution dates are annual dates such as March 1.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participant's vested balance does not exceed $3,500, the plan
allows the employer to separately establish the timing of these distributions,
separate from the distribution dates. When you complete this section, you need
to balance two concerns: 1) will the timing of the distribution cause the
participant to consider it a "severance benefit" and therefore encourage
separation from service and 2) the administrative concerns of carrying a
non-active account in the plan.

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (e) and (f).

<PAGE>

6.02 Method of Payment

Money purchase pension plans require payouts to be in the form of a
commercial annuity unless properly waived. The employer may in options (b) and
(c), (if this is a new plan), limit the alternative method of payment. Caution:
an employer cannot eliminate a prior method of payment by restating the plan
onto this document.

6.03 Participant Elections After Separation form Service

9.10 Value of Benefit

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally, option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates of any
of the listed items (a) through (g) have an effective date other than your
restated effective date in adoption agreement section 1.18. Some provisions in
the Tax Reform Act of 1986 were not effective until 1988 or 1989 the few
provisions (if any) that have later effective dates must specify when they are
effective.

a. Compensation definition may not be later than the first day of your 1991
plan year.

b. Eligibility conditions may not be later than the first day of your 1989
plan year.

c. Suspension of years of service may not be earlier than the first day of
your 1990 plan year.

d. Contribution/allocation formula may not be earlier than the first day of
your 1989 plan year.

e. Reallocation of Forfeitures may not be earlier than December 31, 1989.

f. Accrual requirements may not be earlier than the first day of your 1989
plan year.

<PAGE>

g. Vesting schedule may not be later than the first day of your 1989 plan
year.

Execution Page

Trustee

If you selected option (a) of Section 1.02, then the employer will be the
Trustee. An individual must sign as trustee for the employer. INVESCO Trust
Company will then act as Custodian.

If you choose to have INVESCO Trust Company act as "Trustee" then option (b) of
Section 1.02 must be chosen. INVESCO does charge an annual fee for this service.
INVESCO Trust Company will only serve as a non-discretionary trustee, this means
that there is a person who is the "Named Fiduciary." The Named Fiduciary gives
direction to a non-discretionary trustee, and the non- discretionary trustee
accepts all directions from the Named Fiduciary. The Named Fiduciary is either
the President of the Corporation, the managing partner of the partnership or the
self-employed individual of a sole proprietorship. The Named Fiduciary is
responsible for selecting plan investments.

The execution page also includes a signature line for the Custodian, if any.
Leave the Custodian lines blank if INVESCO Trust Company will act as custodian.

Plan number. This paragraph designates the number the Employer assigns to the
plan for reporting (Form 5500) purposes. If this is the first plan the Employer
ever maintained, the number must be 001. The Employer's plan number does not
correspond to the 3- digit adoption agreement number specified at the top of the
first page of the adoption agreement. Consult your Counsel if you are unsure
what 3-digit plan number to use.

Instructions for the Participation Agreement

<PAGE>

participating Employer should execute a separate Participation Agreement.
See Section 1.30 of the Plan for the definition of related Employers.

Thus, it is possible to exclude the employees of related group members not
participating in the plan. If an Employer is a member of a related group, it
should consider whether the inclusion of other related group members' employees
is necessary to satisfy the coverage requirements of Code ss.410(b) or the
minimum participation requirement of Code ss.401(a)(26). If the Employer
determines inclusion of the employees of a related group member is necessary to
maintain qualification of the plan, the Employer may take one or two approaches:
(1) have the related group member execute a Participation Agreement; or (2)
elect in Adoption Agreement Section 1.07 to include the employees of that
related group member. Under approach (1), the participation of the related group
member will result in the automatic inclusion of the employees of that related
group member, without having to specify their inclusion in Adoption Agreement
Section 1.07. In addition, the related group member, under approach (1), has the
authority to contribute to the plan and, in the event another participating
related group member makes a contribution on behalf of that related group
member's employees, the Participation Agreement will ensure the deductibility of
that contribution (assuming the contribution does not exceed the deduction
limits of Code ss.404). Additional instructions to the appropriate adoption
agreement explain the effect on the allocation of Employer contributions when
related group members maintain a single nonstandardized plan. Please contact us.
Under approach (2), the plan will retain its qualified status, but contributions
the Employer makes on behalf of a nonparticipating related group member's
employees may not be deductible (even if otherwise within the limitations of
Code ss.404), resulting in an excise tax to the contributing Employer.

legal\adop-agr\stdmpaa.004

Adoption Agreement #005
D346282a

Nonstandardized 401(k) Plan Adoption Agreement

Nonstandardized 401(k) Plan Considerations

For: Businesses that want the ability of employee pre-tax
contributions.

Compensation: The employer may exclude certain types of
compensation.

Eligibility for Contributions: May require employees to work up
to 1,000 hours and be employed on the last day.

Investment Direction: May allow the employee to direct where
funds are invested.

Eligibility: The employer may exclude certain classifications or
groups of employees.

Provided by:
The Financial Funds

Custodian:
INVESCO Trust Company
A Subsidiary of INVESCO MIM PLC

<PAGE>

ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE 401(k)
PROFIT SHARING PLAN

ARTICLE I
DEFINITIONS

1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a)
or (b))

(a) A discretionary Trustee, See Section 10.03[A] of the Plan.

(b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [Note:
The Employer may not elect Option (b) if a Custodian executes the Adoption
Agreement.]

1.03 PLAN. The name of the Plan as adopted by the Employer is
- -------------------------------------------------------------.

1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (G))

(a) No exclusions.

(b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan, the
Employer must be able to provide evidence that retirement benefits were the
subject of good faith bargaining.]

(c) Nonresident aliens who do not receive any earned income (as defined in
Code ss.911(d)(2) from the Employer which constitutes United States source
income (as defined in Code ss.861(a)(3)).

(d) Commission Salesmen.

(e) Any Employee compensated on a salaried basis.

(f) Any Employee compensated on an hourly basis.

(g) (Specify) -------------------------------------------------
- -----------------------------------------------------------------

<PAGE>

Leased Employees. Any Leased Employee treated as an Employee
under Section 1.31 of the Plan, is: (Choose (h) or (i))

(h) Not eligible to participate in the Plan.

(i) Eligible to participate in the Plan, unless excluded by reason of an
exclusion classification elected under this Adoption Agreement Section 1.07.

Related Employers. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected uner this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))

(j) No other related group member's Employees are eligible to participate
in the Plan.

1.12 COMPENSATION

Treatment of elective contributions. (Choose (a) or (b))

(a) "Compensation" includes elective contributions made by the Employer on
the Employee's behalf.

(b) "Compensation" does not include elective contributions.

Modifications to Compensation definition. (Choose (c) or at least one of
(d) through (j))

(d) The Plan excludes Compensation in excess of $---------------.

(e) In lieu of the definition in Section 1.12 of the Plan, Compensation means
any earnings reportable as W-2 wages for Federal income tax withholding
purposes, subject to any other election under this Adoption Agreement Section
1.12.

(f) The Plan excludes bonuses.

(g) The Plan excludes overtime.

(h) The Plan excludes Commissions.

<PAGE>

(i) Compensation will not include Compensation from a related employer (as
defined in Section 1.30 of the Plan) that has not executed a Participation
Agreement in this Plan unless, pursuant to Adoption Agreement Section 1.07, the
Employees of that related employer are eligible to participate in this Plan.

(j) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.

Special definition for matching contributions. "Compensation" for purposes
of any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)

(k) Compensation as defined in this Adoption Agreement Section
1.12.

(l) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------

Special definition for salary reduction contributions. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)

(m) No exceptions.

(n) If the Employee makes elective contributions to another plan maintained by
the Employer, the Advisory Committee will determine the amount of the Employee's
salary reduction contribution for the withholding period: (Choose (1) or (2))

(1) After the reduction for such period of elective
contributions to the other plan(s).

(2) Prior to the reduction for such period of elective
contributions to the other plan(s).

(o) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

1.17 PLAN YEAR/LIMITATION YEAR.

Plan Year. Plan Year means: (Choose (a) or (b))

(a) The 12 consecutive month period ending every ---------------.

(b) (Specify) ----------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

Limitation Year. The Limitation Year is: (Choose (c) or (d))

(d) The 12 consecutive month period ending every ---------------.

1.18 EFFECTIVE DATE.

New Plan. The "Effective Date" of the Plan is -----------------.

Restated Plan. The restated Effective Date is -----------------.
This Plan is a substitution and amendment of an existing
retirement plan(s) originally established ---------------------.
(Note: See the Effective Date Addendum.)

1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
(a) or (b))

(a) The actual method.

(b) The ---------------------------- equivalency method, except:

(1) No exceptions.

(2) The actual method applies for purposes of: (Choose at
least one)

(i) Participation under Article II.

(ii) Vesting under Article V.

(iii)Accrual of benefits under Section 3.06.

[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]

1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s):---------------------
- --------------------------------------------------------------------------------
Service with the designated predecessor employer(s) applies: (Choose at least
one of (a) or (b); (c) is available only in addition to (a) or (b))

(a) For purposes of participation under Article II.

(b) For purposes of vesting under Article V.

[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]

<PAGE>

1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan
and also participates in a plan maintained by the leasing organization: (Choose
(a) or (b))

(b) The Advisory Committee will reduce the Leased Employee's allocation of
Employer nonelective contributions (other than designated qualified nonelective
contributions) under this Plan by the Leased Employee's allocation under the
leasing organization's plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided to the Employer. The
leasing organizationn's plan:

(1) Must be a money purchase plan which would satisfy the definition under
Section 1.31 of a safe harbor plan, irrespective of whether the safe
harbor exception applies.

(2) Must satisfy the features and, if a defined benefit plan, the method
of reduction described in an addendum to this Adoption Agreement, numbered
1.31.

ARTICLE II
EMPLOYEE PARTICIPANTS

2.01 ELIGIBILITY.

Eligibility conditions. To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions: (Choose (a) or (b) or both;
(c) is optional as an additional election)

(a) Attainment of age ------------------ (specify age, not exceeding 21).

(b) Service requirement. (Choose one of (1) through (3))

(1) One Year of Service.

(2) ---------- months (not exceeding 12) following the Employee's
Employment Commencement Date.

(3) One Hour of Service.

<PAGE>

(1) The requirements of this Option (c) apply to
participation in: (Choose at least one of (i) through (iii))

(i) The allocation of Employer nonelective contributions and
Participant forfeitures.

(ii) The allocation of Employer matching contributions (including
forfeitures allocated as matching contributions).

(iii)The allocation of Employer qualified nonelective
contributions.

(2) For participation in the allocations described in (1),
the eligibility conditions are: (Choose at least one of (i)
through (iv))

(i) --------- (one or two) Year(s) of Service, without an
intervening Break in Service (as described in Section 2.03(A) of the
Plan) if the requirement is two Years of Service.

(ii) --------- months (not exceeding 24) following the Employee's
Employment Commencement Date.

(iii)One Hour of Service.

(iv) Attainment of age ----------------- (Specify age, not
exceeding 21).

Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose
(d), (e) or (f))

(d) Semi-annual Entry Dates. The first day of the Plan Year and the first
day of the seventh month of the Plan Year.

(e) The first day of the Plan Year.

(f) (Specify entry dates) ----------------------------/

Time of Participation. An Employee will become a Participant (and, if
applicable, will participate int he allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (I))

(g) immediately following

(h) immediately preceding

(i) nearest --------------------------------------------- the date the
Employer completes the eligibility conditions described in Options (a) and (b)
(or in Option (c)(2) if applicable) of this Adoption Agreement Section 2.01.

<PAGE>

[Note: The Employer must coordinate the selection of (g), (h) or (i) with
the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise excluded
under Section 1.07, the Employee must become a Participant by the earlier of:
(1) the first day of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code ss.410(a); or (2) 6 months
after the date the Employee completes those requirements.]

Dual eligibility. The eligibility conditions of this Section 2.01
apply to: (Choose (j) or (k))

(j) All Employees of the Employer, except: (Choose (1) or (2))

(1) No exceptions

(2) Employees who are Participants in the Plan as of the
Effective Date.

(k) Solely to an Employee employed by the Employer after ----------------.
If the Employee was employed by the Employer on or before the specified date,
the Employee will become a Participant: (Choose (1), (2) or (3))

(1) On the latest of the Effective Date, his Employment Commencement Date
or the date he attains age ----------------- (not to exceed 21).

(2) Under the eligibility conditions in effect under the Plan prior to the
restated Effective Date. If the restated Plan required more than one Year
of Service to participate, the eligibility conditions under this Option
(2) for participation in the Code 401(k) arrangement under this Plan is
one Year of Service for Plan Years beginning after December 31, 1988. [For
restated plans only]

(3) (Specify)
----------------------------------------------------------
----------------------------------------------------------/

2.02 YEAR OF SERVICE - PARTICIPATION.

Hours of Service. An Employee must complete: (Choose (a) or (b))

(a) 1,000 Hours of Service

(b) -------------- Hours of Service during an eligibility computation
period to receive credit for a Year of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

Eligibility computation period. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))

<PAGE>

(d) The Plan Year, beginning with the Plan Year which includes the first
anniversary of the Employee's Employment Commencement Date.

2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan.

(b) Applies to the Employer's Plan.

2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))

(a) Does not permit an eligible Employee or a Participant to elect not to
participate.

(b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following rules:
(Complete (1), (2), (3) and (4))

(1) An election is effective for Plan Year if filed no later than
---------------------.

(2) An election not to participate must be effective for at least
------------- Plan Year(s).

(3) Following a re-election to participate, the Employee or
Participant:

(i) May not again elect not to participate for any
subsequent Plan Year.

(ii) May again elect not to participate, but not earlier than the
--------------------- Plan Year following the Plan Year in which
the re-election first was effective.

(4) (Specify) --------------------------------------------------------
[Insert "N/A" if no other rules apply].

ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES

3.01 AMOUNT.

Part I. [Options (a) through (g)] Amount of Employer's contribution. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, qualified nonelective
contributions and nonelective contributions, as determined under this Section
3.01.

<PAGE>

(Choose any combination of (a), (b), (c) and (d), or choose (e))

(a) Deferral contributions (Code 401(k) arrangement). (Choose
(1) or (2) or both)

(1) Salary reduction arrangement. The Employer must contribute the amount
by which the Participants have reduced their Compensation for the Plan
Year, pursuant to their salary reduction agreements on file with the
Advisory Committee. A reference in the Plan to salary reduction
contributions is a reference to these amounts.

(2) Cash or deferred arrangement. The Employer will contribute on behalf
of each Participant the portion of the Participant's proportionate share
of the cash or deferred contribution which he has not elected to receive
in cash. See Section 14.02 of the Plan. The Employer's cash or deferred
contribution is the amount the Employer may from time to time deem
advisable which the Employer designates as a cash or deferred contribution
prior to making that contribution to the Trust.

(b) Matching contributions. The Employer will make matching contributions in
accordance with the formula(s) elected in Part II of this Adoption Agreement
Section 3.01.

(c) Designated qualified nonelective contributions. The Employer, in its sole
discretion, may contribute an amount which it designates as a qualified
nonelective contribution.

(d) Nonelective contributions. (Choose any combination of (1)
through (4))

(1) Discretionary contribution. The amount (or additional
amount) the Employer may from time to time deem advisable.

(2) The amount (or additional amount) the Employer may from
time to time deem advisable, separately determined for each
of the following classifications of Participants: (Choose
(i) of (ii))

(i) Nonhighly Compensated Employees and Highly
Compensated Employees.

(ii) (Specify classifications) ------------------------------------
------------------------------------------------------.

Under this Option (2), the Advisory Committee will allocate the
amount contributed for each Participant classification in accordance
with Part II of Adoption Agreement Section 3.04, as if the
Participants in that classification were the only Participants in
the Plan.

<PAGE>

(3) ----------------% of the Compensation of all Participants under
the Plan, determined for the Employer's taxable year for
which it makes the contribution. [Note: The percentage
selected may not exceed 15%.]

(4) -----------% of Net Profits but not more than $--------------.

(e) Frozen Plan. This Plan is a frozen Plan effective
- ----------------------. The Employer will not contribute to the Plan with
respect to any period following the stated date.

Net Profits. The Employer: (Choose (f) or (g))

(f) Need not have Net Profits to make its annual contribution under this Plan.

(g) Must have current or accumulated Net Profits exceeding $------------ to
make the following contributions: (Choose at least one)

(1) Cash or deferred contributions described in Option
(a)(2).

(2) Matching contributions described in Option (b), except:
-----------------------------------------------------------.

(3) Qualified nonelective contributions described in Option
(c).

(4) Nonelective contributions described in Option (d).

- ---------------------------------------------------------------.
[Note: Enter "N/A" if no exclusions apply.]

<PAGE>

Agreement, each participating member will determine net Profits separately
but will not apply this reduction unless, after combining the separately
determined Net Profits, the aggregate Net Profits are insufficient to satisfy
the matching contribution liability. "Net Profits" includes both current and
accumulated Net Profits.

Part II. [Options (h) through (j)] Matching contribution formula. [Note: If
the Employer elected Option (b), complete Options (h), (i) and (j).]

(h) Amount of matching contributions. For each Plan Year, the Employer's
matching contribution is: (Choose any combination of (1), (2), (3), (4) and (5))

(1) An amount equal to -----------% of each Participant's eligible
contributions for the Plan Year.

(2) An amount equal to -----------% of each Participant's first tier of
eligible contributions for the Plan Year, plus the following matching
percentage(s) for the following subsequent tiers of eligible contributions
for the Plan Year: --------------------------------------.

(3) Discretionary formula.

(i) An amount (or additional amount) equal to a matching percentage
the Employer from time to time may deem advisable of the
Participant's eligible contributions for the Plan Year.

(ii) An amount (or additional amount) equal to a matching percentage
the Employer from time to time may deem advisable of each tier of
the Participant's eligible contributions for the Plan Year.

(4) An amount equal to the following percentage of each Participant's
eligible contributions for the Plan Year, based on the Participant's Years
of Service:

Number of Years of Service Matching Percentage

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

The Advisory Committee will apply this formula by determining
Years of Service as follows: -------------------------------------------------.

(5) A Participant's matching contribuitons may not: (Choose
(i) or (ii))

(i) Exceed -------------------------------------------.

(ii) Be less than -------------------------------------.

<PAGE>

Related Employers. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the related employers may elect different
matching contribution formulas by attaching to the Adoption Agreement a
separately completd copy of this Part II. [Note: Separate matching contribution
formulas create separate current benefit structures that must satisfy the
minimum participation test of Code 401(a)(26).]

(i) Definition of eligible contributions. Subject to he requirements of
Option (j), the term "eligible contributions" means: (Choose any combination of
(1) through (3))

(1) Salary reduction contributions.

(2) Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred contribution
which the Employer defers without the Participant's election).

(3) Participant mandatory contributions, as designated in Adoption
Agreement Section 4.01. See Section 14.04 of the Plan.

(j) Amount of eligible contributions taken into account. When determining a
Participant's eligible contributions taken into account under the matching
contributions formula(s), the following rules apply: (Choose any combination of
(1) through (4))

(1) The Advisory Committee will take into account all eligible
contributions credited for the Plan Year.

(2) The Advisory Committee will disregard eligible contributions
exceeding

(3) The Advisory Committee will treat as the first tier of eligible
contributions, an amount not exceeding:
-----------------------------.

The subsequent tiers of eligible contributions are:
- ---------------------------.

(4) (Specify)------------------------------------.

Part III. [Options (k) and (l). Special rules for Code ss.401(k)
Arrangement. (Choose (k) or (l), or both, as applicable)

(k) Salary Reduction Agreements. The following rules and
restrictions apply to an Employee's salary reduction agreement:
(Make a selection under (1), (2), (3) and (4))

(1) Limitation on amount. The Employee's salary reduction
contributions: (Choose (i) or at least one of (ii or (iii))

<PAGE>

(i) No maximum limitation other than as provided in
the Plan.

(ii) May not exceed ------------% of Compensation for the Plan Year,
subject to the annual additions limitation described in Part 2 of
Article III and the 402(g) limitation described in Section 14.07 of
the Plan.

(iii)Based on percentages of Compensation must equal at
least --------------------.

(2) An Employee may revoke, on a prospective basis, a
salary reduction agreement: (Choose (i), (ii), (iii) or
(iv))

(i) Once during any Plan Year but not later than
--------------------- of the Plan Year.

(ii) As of any Plan Entry Date.

(iii)As of the first day of any month.

(iv) (Specify, but must be at least once per Plan Year
-------------------------.

(3) an Employee who revokes his salary reduction agreemetn
may file a new salary reduction agreemetn with an effective
date: (Choose (i), (ii), (iii) or (iv))

(i) No earlier than the first day of the next Plan
Year.

(ii) As of any subsequent Plan Entry Date.

(iii)As of the first day of any month subsequent to the
month in which he revoked an Agreement.

(iv) (Specify, but must be at least once per Plan Year following the
Plan Year of revocation) ----------------------.

(4) A Participant may increase or may decrease, on a
prospective basis, his salary reduction percentage or dollar
amount: (Choose (i), (ii), (iii) or (iv))

(i) As of the beginning of each payroll period.

(ii) As of the first day of each month.

(iii)As of any Plan Entry Date.

(iv) (Specify, but must permit an increase or a
decrease at least once per Plan Year
-----------------------------------.

<PAGE>

(l) Cash or deferred contributions. For each Plan Year for which the Employer
makes a designated cash or deferred contribution, a Participant may elect to
receive directly in cash not more than the following portion (or, if less, the
402(g) limitation described in Section 14.07 of the Plan) of his proportionate
share of that cash or deferred contribution: (Choose (1) or (2))

(1) All or any portion.

(2) ----------------%.

3.04 CONTRIBUTION ALLOCATION. the Advisory Committee will allocate deferral
contributions, matching contributions, qualified nonelective contributions and
nonelective contributions in accordance with Section 14.06 and the elections
under this Adoption Agreement Section 3.04.

Part I. [Options (a) through (d)]. Special Accounting Elections. (Choose
whichever elections are applicable to the Employer's Plan)

(a) Matching Contribuitons Account. The Advisory Committee will allocate
matching contributions to a Participant's: (Choose (1) or (20; (3) is available
only in addition to (1))

(1) Regular Matching Contribution Account.

(2) Qualified Matching Contributions Account.

(3) Except, matching contributions under Option(s) ---------------------
of Adoption Agreement Section 3.01 are allocable to the Qualified Matching
Contributions Account.

(b) Special Allocation Dates for Salary Reduction Contributions. The
advisory Committee will allocate salary reduction contributions as of the
Accounting Date and as of the following additional allocation dates:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(c) Special Allocation Dates for Matching Contributions. The Advisory
Committee will allocate matching contributions as of the Accounting Date and as
of the following additional allocation dates:
- ----------------------------------------------------------.

(d) Designated Qualified Nonelective Contributions - Definition of
Participant. For purposes of allocating the designated qualified nonelective
contribution, "Participant" means: (Choose (1), (2) or (3))

(1) All Participants.

(2) Participants who are Nonhighly Compensated Employees
for the Plan Year.

<PAGE>

(3) (Specify) ----------------------------------------------------------
--------------------------------------------------------------------------

Part II. Method of Allocation - Nonelective Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee will
allocate and credit each annual nonelective contribution (and Participant
forfeitures treated as nonelective contributions) to the Employer Contributions
Account of each Participant who satisfies the conditions of Section 3.06, in
accordance with the allocation method selected under this Section 3.04. If the
Employer elects Option (e)(2), Optoin (g)(2) or Option (h), for the first 3% of
Compensation allocated to all Participants, "Compensation" does not include an
exclusions elected under Adoptoin Agreement Section 1.12 (other than the
exclusion of elective contributions), and the Advisory Committee must take into
account the Participant's Compensation for the entire Plan Year. (Choose an
allocation method under (e), (f), (g) or (h); (I) is mandatory if the Employer
elects (f), (g) or (h); (j) is optional in addition to any other election.)

(e) Nonintegrated Allocation Formula. (Choose (1) or (2))

(1) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year.

(2) The Advisory Committee will allocate the annual nonelective
contributions in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for the
Plan Year. For purposes of this Option (2), "Participant" means, in
addition to a Participant who satisfies the requirements of Section 3.06
for the Plan Year, any other Participant entitled to a top heavy minimum
allocation under Section 3.04(b), but such Participant's allocation will
not exceed 3% of his Compensation for the Plan Year.

(f) Two-Tiered Integrated Allocation Formula - Maximum Disparity. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
of all Participants for the Plan Year bears to the total Compensation plus
Excess Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Compensation plus Excess
Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (i).

The Advisory Committee then will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

<PAGE>

(c) Three-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. The allocation under this
paragraph, as a percentage of each Participant's Compensation may not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity
Table following Option (I). Solely for purposes of the allocation in this first
paragraph, "Participant" means, in addition to a Participant who satisfies the
requirements of Section 3.06 for the Plan Year: (Choose (1) or (2))

(1) No other Participant.

(2) any other Participant entitled to a top heavy minimum allocation under
Section 3.04(B), but such Participant's allocation under this Option (g) will
not exceed 3% of his Compensation for the Plan Year.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Excess Compensation, may not exceed the
allocation percentage in the first paragraph.

Finally, the Advisory Committee will allocate any remaining nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.

(h) Four-Tiered Integrated Allocation Formula. First, the Advisory Committee
will allocate the annual Employer nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Compensation. Solely for purposes of this first tier allocation, a
"Participant" means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other Participant entitled
to a top heavy minimum allocation under Sectoin 3.04(B) of the Plan.

As a second tier allocation, the Advisory Committee will allocate the
nonelective contributions in the same ratio that each Participant's Excess
Compensation for the Plan Year bears to the total Excess Compensation of all
Participants for the Plan Year, but not exceeding 3% of each Participant's
Excess Compensation.

As a third tier allocation, the Advisory Committee will allocate the annual
Employer contributions in the same ratio that each Participant's Compensation
plus Excess Compensation for the Plan Year bears to the total Compensation plus

<PAGE>

Excess Compensation of all Participants for the Plan year. The allocation
under this paragraph, as a percentage of each Participant's Compensation plus
Excess Compensation, must not exceed the applicable percentage (2.7%, 2.4% or
1.3%) listed under the Maximum Disparity Table following Option (i).

(i) Excess Compensation. For purposes of Option (f), (g) or (h), "Excess
Compensation" means Compensation in excess of the following Integration Level:
(Choose (1) or (2))

(1) --------% (not exceeding 100%) of the taxable wage base, as determined
under Section 230 of the Social Security Act, in effect on the first day
of the Plan Year: (Choose any combination of (i) and (ii) or choose (iii))

(i) Rounded to ----------------------- (but not exceeding
the taxable wage base).

(ii) But not greater than $--------------------.

(iii)Without any further adjustment or limitation.

(2) $------------------. [Note: Not exceeding the taxable
wage base for the Plan Year in which this Adoption Agreement
first is effective.]

Maximum Disparity Table. For purposes of Options (f), (g) and
(h), the applicable percentage is:

Integration Level Applicable Percentages Applicable
(as percentage of for Option (f) or Percentages
taxable wage base) Option (g) For Option (h)
- --------------------------------------------------------------------------------
100% 5.7% 2.7%

More than 80% but
less than 100% 5.4% 2.4%

More than 20%
(but not less than
$10,001) and not
more than 80% 4.3% 1.3%

20% (or $10,000, if
greater) or less 5.7% 2.7%

<PAGE>

(j) Allocation offset. The Advisory Committee will reduce a Participant's
allocation otherwise made under Part II of this Section 3.04 by the
Participant's allocation under the following qualified plan(s) maintained by the
Employer: ----------------. The Advisory Committee will determine this
allocation reduction:
(Choose (1) or (2))

(1) By treating the term "nonelective contribution" as including all
amounts paid or accrued by the Employer during the Plan Year to the
qualified plan(s) referenced under this Option (j). If a Participant under
this Plan also participates in that other plan, the Advisory Committee
will treat the amount the Employer contributes for or during a Plan Year
on behalf of a particular Participant under such other plan as an amount
allocated under this Plan to that Participant's Account for that Plan
Year. The Advisory Committee will make the computation of allocation
required under the immediately preceding sentence before making any
allocation of nonelecive contributions under this Section 3.04.

(2) In accordance with the formula provided in an addendum to this
Adoption Agreement, numbered 3.04(j).

(k) The Employer will make any necessary additional contribution to the
Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

(l) The Employer will satisfy the top heavy minimum allocation under the
following plan(s) it maintains: ---------------------. However, the Employer
will make any necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under the other
plan(s) designated in this Option (l). See Section 3.04(B)(7)(b) of the Plan.

Related employers. If two or more related employers (as defined in Section 1.30)
contribute to this Plan, the Advisory Committee must allocate all Employer
nonelective contributions (and forfeitures treated as nonelective contributions)
to each Participant in the Plan, in accordance with the elections in this
Adoption Agreement Section 3.04: (Choose (m) or (n))

<PAGE>

(m) Without regard to which contributing related group member employes the
Participant.

(n) Only to the Participants directly employed by the contributing Employer. If
a Participant receives Compensation from more than one contributing Employer,
the Advisory Committee will determine the allocations under this Adoption
Agreement Section 3.04 by prorating among the participating Employers the
Participant's Compensation and, if applicable, the Participant's Integration
Level under Option (i).

3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant
forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))

(a) As an Employer nonelective contribution for the Plan Year in which the
forfeiture occurs, as if the Participant forfeiture were an additional
nonelective contribution for that Plan Year.

(b) To reduce the Employer matching contributions and nonelective
contributions for the Plan Year: (Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the Plan Year in which the
forfeiture occurs.

(1) In the manner elected under Options (a) or (b).

(2) First to reduce Employer matching contributions for the
Plan Year: (Choose (i) or (ii))

(i) in which the forfeiture occurs,

(ii) immediately following the Plan Year in which the forfeiture
occurs, then as elected in Options (a) or (b).

(3) As a discretionary matching contribution for the Plan Year in which
the forfeiture occurs, in lieu of the manner elected under Options (a) or
(b).

(d) First to reduce the Plan's ordinary and necessary administrative expenses
for the Plan Year and then will allocate any remaining forfeitures in the manner
described in Option (a), (b) or (c), whichever applies. If the Employer elects
Option (c), the forfeitures used to reduce Plan expenses: (Choose (1) or (2))

(1) relate proportionately to forfeitures described in
Option (c) and to forfeitures described in Options (a) or (b).

<PAGE>

(2) relate first to forfeitures described in Option
--------------.

Allocation of forfeited excess aggregate contributions. The Advisory Committee
will allocate any forfeited excess aggregate contributions (as described in
Section 14.09): (Choose (e), (f) or (g))

(e) To reduce Employer matching contributions for the Plan Year:
(Choose (1) or (2))

(1) in which the forfeiture occurs.

(2) immediately following the Plan Year in which the
forfeiture occurs.

(f) As Employer discretionary matching contributions for the Plan Year in which
forfeited, except the Advisory Committee will not allocate these forfeitures to
the Highly Compensated Employees who incurred the forfeitures.

(g) In accordance with Options (a) through (d), whichever applies, except the
Advisory Committee will not allocate these forfeitures under Option (a) or under
Option (c)(3) to the Highly Compensated Emplyees who incurred the forfeitures.

3.06 ACCRUAL OF BENEFIT.

Compensation taken into account. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
any cash or deferred contribution, designated qualified nonelective contribution
or nonelective contribution by taking into account: (Choose (a) or (b))

(a) The Employee's Compensation for the entire Plan Year.

(b) The Employee's Compensation only for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan.

Accrual Requirements. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated qualified nonelective
contributions, nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions described in the
folloiwng elections: (Choose (c) or at least one of (d) through (f))

(c) Safe harbor rule. If the Participant is employed by the Employer on the
last day of the Plan Year, the Participant must complete at least one Hour of
Service for that Plan Year. If the Participant is not employed by the Employer
on the last day of the Plan Year, the Participant must complete at least 501
Hours of Service during the Plan Year.

<PAGE>

(d) Hours of Service condition. The Participant must complete the following
minimum number of Hours of Service during the Plan Year: (Choose at least one of
(1) through (5))

(1) 1,000 Hours of Service.

(2) (Specify, but the number of Hours of Service may not
exceed 1,000) --------------------------------------------.

(3) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of:
(Choose (i), (ii) or (iii))

(i) Death.

(ii) Disability.

(iii)Attainment of Normal Retirement Age in the current Plan Year or
in a prior Plan Year.

(4) ------------ Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year, subjet to
any election in Option (3).

(5) No Hour of Service requirement for an allocation of the
following contributions: -------------------------------------------------
--------------------------------------------------------------------------

(e) Employment conditions. The Participant must be employed by the Employer on
the last day of the Plan Year, irrespective of whether he satisfies any Hours of
Service condition under Option (d), with the following exceptions: (Choose (1)
or at least one of (2) through (5))

(1) No exceptions.

(2) Termination of employment because of death.

(3) Termination of employment because of disability.

(4) Termination of employment following attainment of
Normal Retirement Age.

(5) No employment conditions for the following
contributions: ---------------------------------.

(f) (Specify other conditions, if applicable): -------------------------------
- --------------------------------------------------------------------------------

Suspension of Accrual Requirements. The suspension of accrual requirements
of Section 3.06(E) of the Plan: (g), (h) or (I))

<PAGE>

(g) Applies to the Employer's Plan.

(h) Does not apply to the Employer's Plan.

(i) Applies in modified form to the Employer's Plan, as described in an addendum
to this Adoption Agreement, numbered Section 3.06(E).

Special accrual requirements for matching contributions. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Advisory Committee, unless otherwise specified in Option (1), will apply any
Hours of Service condition by dividing the required Hours of Service on a
prorata basis to the allocation periods included in that Plan Year. Furthermore,
a Participant who satisfies the conditions described in this Adoption Agreement
Section 3.06 will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the Participant satisfies
the following additional condition(s): (Choose (j) or at least one of (k) or
(l))

(j) No additional conditions.

(k) The Participant is not a Highly Compensated Employee for the Plan Year.
This Option (k) applies to: (Choose (1) or (2))

(1) All matching contributions.

(2) Matching contributions described in Option(s) --------- of Adoption
Agreement Section 3.01.

(l) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15
apply, the Excess Amount attributed to this Plan equals: (Choose (a), (b) or
(c))

(a) The product of:

(i) the total Excess Amount allocated as of such date (including any
amount which the Advisory Committee would have allocated but for the
limitations of Code ss.415), times

(ii) the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code ss.415).

(b) The total Excess Amount.

<PAGE>

3.18 DEFINED BENEFIT PLAN LIMITATION.

Application of limitation. The limitation under Section 3.18 of
the Plan: (Choose (a) or (b))

(a) Does not apply to the Employer's Plan because the Employer does not maintain
and never has maintained a defined benefit plan covering any Participant in this
Plan.

(b) Applies to the Employer's Plan. To the extent necessary to satisfy the
limitation under Section 3.18, the Employer will reduce: (Choose (1) or (2))

(1) The Participant's projected annual benefit under the defined benefit
plan under which the Participant participates.

(2) Its contribution or allocation on behalf of the Participant to the
defined contribution plan under which the Participant participates and
then, if necessary, the Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.

[Note: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.]

(d) For Non-Key Employees participating only in this Plan, the top heavy minimum
allocation is the minimum allocation described in Section 3.04(B) determined by
substituting ---------% (not less than 4%) for "3%", except: (Choose (i or (ii))

(i No exceptions.

(ii) Plan Years in which the top heavy ratio exceeds 90%.

(e) For Non-Key Employees also participating in the defined benefit plan,
the top heavy minimum is: (Choose (1) or (2))

(1) 5% of Compensation (as determined under Section 3.04(B)
of the Plan) irrespective of the contribution rate of any
Key Employee, except: (Choose (i) or (ii))

(i) No exceptions.

(ii) Substituting "7 1/2%" for "5%" if the top heavy ratio
does not exceed 90%.

<PAGE>

(2) 0%. [Note: The employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy
minimum benefit requirements of Code ss.416 for these Non-Key
Employees.]

Actuarial Assumptions for Top Heavy Calculation. To determine the top heavy
ratio, the Advisory Committee will use the following interest rate and mortality
assumptions to value accured benefits under a defined benefit plan:-------------
- -------------------------------------------------------------------------------.

ARTICLE IV
PARTICIPANT CONTRIBUTIONS

4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (Choose (a) or (b);
(c) is available only with (b))

(a) Does not permit Participant nondeductible contributions.

(b) Permits Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.

(c) The following portion of the Participant's nondeductible contributions
for the Plan Year are mandatory contributions under Option (i)(3) of Adoption
Agreement Section 3.01: (Choose (1) or (2))

(1) The amount which is not less than: -------------------.

(2) The amount which is not greater than: ----------------.

Allocation dates: The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates:
(Choose (d) or (e))

(d) No other allocation dates.

(e) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

As of an allocation date, the Advisory Committee will credit all nondeductible
contributions made for the relevant allocation period. Unless otherwise
specified in (e), a nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after that allocation
period ends.

<PAGE>

4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.

Subject to the restrictions of Article VI, the following distribution options
apply to a Participant's Mandatory Contributions Account, if any, prior to his
Separation from Service: (Choose (a) or at least one of (b) through (d))

(a) No distribution optoins prior to Separation from Service.

(b) The same distribution options applicable to the Deferral Contributions
Account prior to the Participant's Separation from Service, as elected in
Adoption Agreement Section 6.03.

(c) Until he retires, the Participant has a continuing election
to receive all or any portion of his Mandatory Contributions
Account if: (Choose (1) or at least one of (2) through (4))

(1) No conditions.

(2) The mandatory contributions have accumulated for at least
--------------- Plan Years since the Plan Year for which contributed.

(3) The Participant suspends making nondeductible
contributions for a period of months.

(4) (Specify)-----------------------------------------------------------
-------------------------------------------------------------------------.

(d) (Specify) ----------------------------------------------------------------
-------------------------------------------------------------------------.

ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING

5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose
(a) or (b))

(a) ----------------------- [State age, but may not exceed age
65].

(b) The later of the date the Participant attains --------- years of age or the
- --------- anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age 65 and
the anniversary selected may not exceed the 5th.]

5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))

(a) Does not apply.

<PAGE>

(b) Applies to death.

5.03 VESTING SCHEDULE.

Deferral Contributions Account/Qualified Matching Contributions
Account/Qualified Nonelective Contributions Account/Mandatory Contributions
Account. A Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contributions account, his Qualified Matching Contributions Account,
his Qualified Nonelective Contributions Account and in his Mandatory
Contributions Account.

Regular Matching Contributions Account/Employer contributions Account. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)

(a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must election Option (a) if the eligibility conditions under Adoption
Agreement Section 2.01(c) require 2 year of service or more than 12 months of
employment.]

(b) Graduated Vesting Schedules.

Top Heavy Schedule Non Top Heavy Schedule
(Mandatory) (Optional)

Years of Nonforfeitable Years of Nonforfeitable
Service Percengage Service Percentage
- --------------------------------------------------------------------------------

Less than 1 ----- Less than 1 -----
1 ----- 1 -----
2 ----- 2 -----
3 ----- 3 -----
4 ----- 4 -----
5 ----- 5 -----
6 or more 100% 6 -----
7 or more -----

(c) Special vesting election for Regular Matching Contributions Account. In
lieu of the election under Options (a) or (b), the Employer elects the following
vesting schedule for a Participant's Regular Matching Contributions Account:
(Choose (1) or (2))

(1) 100% Nonforfeitable at all times.

(2) In accordance with the vesting schedule described in
the addendum to this Adoption Agreement, numbered 5.03(c).
[Note: If the Employer elects this Option (c)(2), the
addendum must designate the applicable vesting schedule(s)
using the same format as used in Option (b).]

<PAGE>

[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code ss.411(a)(2). Also see Section 7.05 of the Plan.]

(d) The Top Heavy Schedule under Option (b) (and, if applicable,
under Option (c)(2)) applies: (Choose (1) or (2))

(1) Only in a Plan Year for which the Plan is top heavy.

(2) In the Plan Year for which the Plan first is top heavy
and then in all subsequent Plan Years. [Note: The Employer
may not elect Option (d) unless it has completed a Non Top
Heavy Schedule.]

Minimum Vesting. (Choose (e) or (f))

(e) The Plan does not apply a minimum vesting rule.

(f) A Participant's Nonforfeitable Accrued Benefit will never be less than the
lesser of $--------------- or his entire Accrued Benefit, even if the
application of a graduated vesting schedule under Options (b) or (c) would
result in a smaller Nonforfeitable Accrued Benefit.

Life Insurance Investments. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is: (Choose (g)
or (h))

(g) Subject to the vesting election under Options (a), (b), or
(c).

(h) 100% Nonforfeitable at all times, irrespective of the vesting election
under Options (b) or (c)(2).

5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C)
of the Plan: (Choose (a) or (b))

(a) Does not apply.

(b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has a Deferral
Contributions Account.

5.06 YEAR OF SERVICE - VESTING.

Vesting computation period. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods:
(Choose (a) or (b))

<PAGE>

(a) Plan Years.

Hours of Service. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (choose (c) or (d))

(d) ------- Hours of Service. [Note: The Hours of Service
requirement may not exceed 1,000.]

5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (e))

(a) None other than as specified in Section 5.08(a) of the Plan.

(b) Any Year of Service before the Participant attained the age of
- ------------------. [Note: The age selected may not exceed age 18.]

(d) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This exception applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer
contributions at the time he has a Break in Service. Furthermore, the aggregate
number of Years of Service before a Break in Service do not include any Years of
Service not required to be taken into account under this exception by reason of
any prior Break in Service.

ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS

<PAGE>

Plan. Furthermore, if the elections liberalize the optional forms of
benefit under the Plan, the more liberal options apply on the later of the
adoption date or the Effective Date of this Adoption Agreement.

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.

Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitations of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c) or
(d)or (e))

(a) ----------- of the -------------- Plan Year beginning after the
Participant's Separation from Service.

(b) ------------------------ following the Participant's Separation from
Service.

(c) --------------------------------- of the Plan Year after the
Participant incurs ---------------------- Break(s) in Service (as defined in
Article V).

(d) -------------- following the Participant's attainment of Normal Retirement
Age, but not earlier than --------------- days following his Separation from
Service.

(e) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.

Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is: (Choose (f), (g) or (h))

(e) -------------------- after the Participant terminates employment because of
disability.

(f) The same as if the Participant had terminated employment without
disability.

(h) (Specify)----------------------------------------------------------------
- -------------------------------------------------------------------------------.

Hardship. (Choose (i) or (j))

<PAGE>

(i) The Plan does not permit a hardship distribution to a Participant who
has separated from Service.

(h) The Plan permits a hardship distribution to a Participant who has separated
from Service in accordance with the hardship distribution policy stated in
(Choose (1), (2) or (3))

(1) Section 6.01(A)(4) of the Plan.

(2) Section 14.11 of the Plan.

(3) The addendum to this Adoption Agreement, numbered
Section 6.01.

Default on a Loan. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Advisory Committee pursuant to Section
9.04, the Plan: (Choose (k), (l) or (m))

(k) Treats the default as a distributable event. the Trustee, at the time of the
default, will reduce the Participant's Nonforfeitable Accrued Benefit by the
lesser of the amount in default (plus accrued interest) or the Plan's security
interest in that Nonforfeitable Accrued Benefit. To the extent the loan is
attributable to the Participant's Deferral Contributions Account, Qualified
Matching Contributions Account or Qualified Nonelective Contributions Account,
the Trustee will not reduce the Participant's Nonforfeitable Accrued Benefit
unless the participant has separated from Service or unless the Participant has
attained age 59 1/2.

(l) Does not treat the default as a distributable event. When an otherwise
distributable event first occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit
by the lesser of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit.

(m) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will
apply Section 6.02 of the Plan with the following modifications: (Choose (a) or
at least one of (b), (c), (d) and (e))

(a) No modifications.

(b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: -------------------------------------------------
- -------------------------------------------------------------------------------.

<PAGE>

(1) Is not available under the Plan.

(2) May not exceed the lesser of ------------- years of the maximum
period permitted under Section 6.02.

(3) (Specify) ---------------------------------------------------------
-------------------------------------------------------------------------.

(d) The Plan permits the following annuity options: -------------------------
- ----------------------------------------------------------------.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section
6.04(E). [Note: The Employer may specify additional annuity options in an
addendum to this Adoption Agreement, numbered 6.02(d).]

6.03 BENEFIT PAYMENT ELECTIONS.

(a) As of any distribution date, but not earlier than ---------of the ---------
Plan Year beginning after the Participant's Separation from Service.

(b) As of the following date(s): (Choose at least one of Options (1)
through (6))

(1) Any distribution date after the close of the Plan Year in which the
Participant attains Normal Retirement Age.

(2) Any distribution date following his Separation from
Service.

(3) Any distribution date in the --------------- Plan Year(s) beginning
after his Separation from Service.

(4) Any distribution date in the Plan Year after the Participant incurs
------------ Break(s) in Service (as defined in Article V).

(5) Any distribution date following attainment of age ---------- and
completion of at least -------- Years of Service (as defined in Article
V).

(6) (Specify) ----------------------------------------------------------
-------------------------------------------------------------------------.

(c) (Specify) ----------------------------------------------------------------
-------------------------------------------------------------------------.

<PAGE>

The distribution events described in the election(s) made under Options (a), (b)
or (c) apply equally to all Accounts maintained for the Participant unless
otherwise specified in Option (c).

Participant Elections Prior to Separation from Service - Regular Matching
Contributions Account and Employer Contributions Account. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of (e)
through (h))

(d) No distribution options prior to Separation from Service.

(e) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable interest
in these Accounts after he attains: (Choose (1) or (2))

(1) Normal Retirement Age.

(2) ----------- years of age and is at least -----------%
vested in these Accounts. [Note: If the percentage is less
than 100%, see the special vesting formula in Section 5.03.]

(f) After a Participant has participated in the Plan for a period of not
less than ---------- years and he is 100% vested in these Accounts, until he
retires, the Participant has a continuing election to receive all or any portion
of his Accounts. [Note: The number in the blank space may not be less than 5.]

(g) Hardship. A Participant may elect a hardship distribution prior to his
Separation from Service in accordance with the hardship distribution policy:
Choose (1), () or (3); (4) is available only as an additional option)

(1) Under Section 6.01(A)(4) of the Plan.

(2) Under Section 14.11 of the Plan.

(3) Provided in the addendum to this Adoption Agreement,
numbered Setion 6.03.

(4) In no event may a Participant receive a hardship
distribution before he is at least ---------% vested in
these Accounts. [Note: If the percentage in the blank is
less than 100%, see the special vesting formula in Section
5.03.]

(h) (Specify) ---------------------------------------------------------------
- -------------------------------------------------------------------------------.
[Note: The Employer may use an addendum, numbered 6.03, to provide
additional language authorized by Options (b)(6), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]

<PAGE>

Participant Elections Prior to Separation from Service - Deferral Contributions
Account, Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or at least one of (j)
through (l))

(i) No distribution options prior to Separation from Service.

(j) Until he retires, the Participant has a continuing election to receive all
or any portion of these Accounts after he attains:
(Choose (1) or (2))

(1) The later of Normal Retirement Age or age 59 1/2.

(2) Age --------------------- (at least 59 1/2).

(k) Hardship. A participant, prior to his separation from service, may elect a
hardship distribution from his Deferral Contributions Account in accordance with
the hardship distribution policy under Section 14.11 of the Plan.

(l) (Specify) ---------------------------------------------------.
[Note: Option (m) may not permit in service distributions prior to age 59
1/2, (other than hardship) and may not modify the hardship policy described in
Section 14.11.]

Sale of trade of business/subsidiary. If the employer sells substantially all of
the assets (within the meaning of Code 409(d)(2) used in a trade or business or
sells a subsidiary (within the meaning of Code 409(d)(3)), a Participant who
continues employment with he acquiring corporation is eligible for distribution
from his Deferral Contributions Account, Qualified Matching Contributions
Account and Qualified Nonelective Contributions Account: (Choose (m) or (n))

(m) Only as described in this Adoption Agreement Section 6.03 for distributions
prior to Separation from Service.

(n) As if he has a Separation from Service. After March 31, 1988, a distribution
authorized solely by reason of this Option (n) must constitute a lump sum
distribution, determined in a manner consistent with Code (k)(10) and the
applicable Treasury regulations.

6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))

<PAGE>

(a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).

(b) Apply to all Participants.

ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS

9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account and other than a corrective
distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan)
occurs more than 90 days after the most recent valuation date, the distribution
will include interest at: (Choose (a) or (b) (c))

(a) ---------------% per annum. [Note: The percentage may equal 0%.]

(b) The 90 day Treasury bill rate in effect at the beginning of the current
valuation period.

(c) (Specify) ----------------------------------------------------------------
- -------------------------------------------------------------------------------.

9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(complete only those items, if any, which are applicable to the Employer's Plan)

(a) For salary reduction contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))

(1) Apply Section 9.11 without modification.

(2) Use the segregated account approach described in
Section 14.12.

(3) Use the weighted average method described in Section 14.12, based on a
-------------------------- weighting period.

(4) Treat as part of the relevant Account at the beginning
of the valuation period -----% of the salary reduction
contributions: (Choose (i) or (ii))

(i) made during that valuation period.

(ii) made by the following specified time: ----------
----------------------------------------------------.

(5) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.11(a).

<PAGE>

(b) For matching contributions, the Advisory Committee will:
(Choose (1), (2), (3) or (4))

(1) Apply Section 9.11 without modification.

(2) Use the weighted average method described in Section 14.12, based on a
-------------------- weighting period.

(3) Treat as part of the relevant Account at the beginning of the
valuation period ---------% of the Matching contributions allocated during
the valuation period.

(4) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.11(b).

(1) Apply Section 9.11 without modification.

(2) Use the segregated account approach described in
Section 14.12.

(3) Use the weighted average method described in Section 14.12, based on a
-------------------- weighting period.

(4) Treat as part of the relevant Account at the beginning
of the valuation period -------------% of the Participant
nondeductible contributions: (Choose (i) or (ii))

(i) made during that valuation period.

(ii) made by the following specified time: ---------------.

(5) Apply the allocation method described in the addendum to this Adoption
Agreement numbered 9.11(c).

ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES

10.03 INVESTMENT POWERS. Pursuant to Section 10.03(F) of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))

(a) May not exceed 10% of Plan assets.

(b) May not exceed --------------% of Plan assets.
[Note: The percentage may not exceed 100%.]

10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))

<PAGE>

(a) No other mandatory valuation dates.

(b) (Specify) --------------------------------------------------------------
- -------------------------------------------------------------------------------.

EFFECTIVE DATE ADDENDUM
(Restated Plans Only)

(a) Compensation definition. The Compensation definition of Section 1.12
(other than the $200,000 limitation) is effective for Plan Years beginning after
- -----------. [Note: May not be effective later than the first day of the first
Plan Year beginning after the Employer executes this Adoption Agreement to
restate the Plan for the Tax Reform Act of 1986, if applicable.]

(b) Eligibility conditions. the eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years beginning after
- -----------------.

(c) Suspension of Years of Service. The suspension of Years of Service rule
elected under Adoption Agreement Section 2.03 is effective for Plan Years
beginning after ------------------.

(e) Accrual requirements. The accrual requirements of Section 3.06 are
effective for Plan Years beginning after ----------------.

(f) Employment condition. The employment condition of Section 3.06 is
effective for Plan Years beginning after --------------.

(g) Elimination of Net Profits. The requirement for the Employer not to
have net profits to contribute to this Plan is effective for Plan Years
beginning after ------------------------------. [Note: The date specified may
not be earlier than December 31, 1985.]

(h) Vesting Schedule. The vesting schedule elected under Adoption Agreement
Section 5.03 is effective for Plan Years beginning after ----------------------.

(i) Allocation of Earnings. The special allocation provisions elected under
Adoption Agreement Section 9.11 are effective for Plan Years beginning after
- -------------------------------.

<PAGE>

(j) (Specify)-----------------------------------------------------------------
- -------------------------------------------------------------------------------.

Execution Page

Name and EIN of Employer: --------------------------------------------

Signed: --------------------------------------------------------------

Name(s) of Trustee: --------------------------------------------------

Signed: -------------------------------------------------------------

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

Name of Custodian: ---------------------------------------------------

Signed: --------------------------------------------------------------

[Note: A Trustee is mandatory, but a Custodian is optional. See Section
10.03 of the Plan.]

Plan Number. The 3-digit plan number the Employer assigns to this
Plan for ERISA reporting purposes (Form 5500 Series) is:
- ------------------------------------------------.

<PAGE>

Master Plan Sponsor. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of an amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan Sponsor
at the following address and telephone number: INVESCO Trust Company, 7800 E.
Union Ave., Suite 900, Denver, Colorado (303) 779-0731.

Reliance on Opinion Letter. The Employer may not rely on the Master Plan
Sponsor's opinion letter covreing this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.

PARTICIPATION AGREEMENT

For Participation by Related Group Members (Plan Section 1.30)

The undersigned Employer, by executing this Participation Agreement, elects to
become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by, -----------------------------------, the Signatory Employer to
the Execution Page of the Adoption Agreement.

1. The Effective Date of the undersigned Employer's
participation in the designated Plan is ------------------------------.

2. The undersigned Employer's adoption of this Plan
constitutes:

(a) The adoption of a new plan by the Participating Employer.

(b) The adoption of an amendment and restatement of a plan currently maintained
by the Employer, identified as ------------------------------------ and having
an original effective date of --------------------------------------.

Dated this -------------- day of ---------------------, 19-----.

Name of Participating Employer: -------------------------------------

Signed: -------------------------------------------------------------

Participating Employer's EIN: ---------------------------------------

<PAGE>

Acceptance by the Signatory Employer to the Execution Page of the
Adoption Agreement and by the Trustee.

Name of Signatory Employer: -------------------------------------

Accepted: -------------------------------------------------------
[Date]

Signed: ---------------------------------------------------------

Name(s) of Trustee: ---------------------------------------------

Accepted: -------------------------------------------------------
[Date]

Signed: ---------------------------------------------------------

[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]

STN PSP AA Instructions

Complete the first blank in the paragraph by writing in the business' name in
its entirety.

1.02 Trustee

Option (a) should be chosen when the employer will be the trustee, INVESCO Trust
Company would then act as Custodian. If option (b) is chosen, INVESCO Trust
Company will be the Trustee and will charge an annual trust fee. Note: See
Trustee Comments on page 26 for further explaination of Non-discretionary
Trustee.

1.03 Plan

Enter the plan name. Example: ABC Inc. Employees 401(k) Plan.

1.07 Employee

If you want the plan to cover all employees, select option (a). If you want to
exclude from the plan any group(s) of employees, select any combination of (b)
through (g). When a retirement plan excludes employees in options (d) through
(g) from participation, the plan is subjet to a minimum coverage test to
maintain its "tax qualified" status. Your accounting firm should be notified to
perform the test annually.

Leased Employers

You may exclude leased employees from participation (option h). However, the
plan must satisfy the coverage rules of Code Section 401(b) and 401(a)(26),
consult your legal or financial counsel.

<PAGE>

Related Employers

1.12 Compensation

Modifications to Compensation

Modifications to Compensation - You must choose option (c) or any combination of
(d) through (j). Any exclusion of compensation may result in unallowable
discrimination, your accountant may want to test for any discriminatory effect
of excluding any type of compensation.

1.17 Plan Year

You must define the "plan year," usually it will follow the business tax year.

Limitation Year - You must define the "limitation year" (12 month period for
testing allocations to each employee's account), for administrative convenience
it should match the plan year.

1.18 Effective Date

New Plan - Enter the first day of your plan year (usually January
1) and the year.

Restated Plan - Effective date - If you are amending for the Tax Reform Act of
1986 enter: January 1, 1987. If you are amending for another reason, enter the
first day of your tax year, example: January 1, 1990. Originally established
date - Enter the original effective date of your plan from your prior Adoption
Agreement.

1.27 Hours of Service

1.29 Service for Predecessor Employer

<PAGE>

Under this option, you may elect to count service for a predecessor
employer when you are not maintaining the plan of the predecessor employer.
(Used primarily in the event of a merger or acquisition.)

1.31 Leased Employees

2.01 Eligibility

a. An employee must attain this age to become a participant (cannot exceed
age 21).

b. Pick how long (service) an employee must work to become a participant.

c. You may choose to have more restrictive eligibility requirements apply to the
employer contributions under the plan. Choose the employer contribution affected
and the conditions which apply to those contributions. Choosing separate
eligibility conditions may cause your plan to be discriminatory, consult your
counsel.

Plan Entry - Choose when employees enter the plan for purposes of contributions
and benefit accrual. Normally, option (d), semi-annual entry dates, is chosen.

Time of Participation - Choose which plan entry date (before or after) an
employee who meets the eligibility requirements will enter the plan. Normally,
option (g) is chosen.

2.02 Years of Service

Option (b) should only be chosen if you wish to require less than 1000
hours to be worked by an employee for eligibility. Usually Option (a) is chosen.

Eligibility Computation Period - Choose whether to measure subsequent
eligibility periods on the employee's anniversary or the plan year. Option (d)
is chosen for administrative convenience.

2.03 Break in Service

This option may impose a complicated re-entry date for employees who have
terminated or whose hours were severely cut back. Option

<PAGE>

(a) is chosen for administrative convenience.

2.06

3.01 Contributions allowed

Section 3.01 of this Adoption Agreement consists of three parts. Part I defines
the types of contributions you authorize under the plan. Part II explains the
matching contribution formula, if any. Part III allows you to put limits on the
employee 401(k) contributions. You must complete Part I, but only complete Parts
II and III, if necessary.

Option (a) permits the election of either a salary reduction arrangement (Option
(a)(1), or a cash or deferred arrangement Option (a)(2). The Employer also may
elect both arrangements.

Option (b) authorizes matching contributions. If the Employer elects Option (b),
it must complete Part II to establish the matching contribution formula.

Option (c) authorizes the Employer to make qualified nonelective contributions
(QNCs"). The Employer will designate to the Trustee the amount of its
contributions consisting of QNCs.

The amount of QNCs is solely within the Employer's discretion. Any contribution
designated as QNCs is includible in the ADP test (see Section 14.08 of the Plan)
or in the ACP test (see Section 14.09 of the Plan). The advisory committee may
divide the QNCs between these two tests in any fashion it deems appropriate, but
may not use the same contributions in both tests. As a general rule, the
Employer will make a level of QNCs necessary to satisfy the applicable tests,
unless the Employer wishes to have excess contributions or excess aggregate
contributions distributed to the appropriate highly compensated employees, in
accordance with Sections 14.08 and 14.09.

Option (d) authorizes the Employer to make nonelective contributions in the same
manner it would under a regular profit sharing plan. The choices under Option
(d) are the same as the contribution formula options under the profit sharing
adoption agreements.

Part II Matching Contribution Formula

If the Employer elects Option (b), it must complete Part II, making a selection
under each option provided under Part II.

<PAGE>

The Plan permits matching contributions for salary reduction contributions,
cash or deferred contributions or participant mandatory contributions.
Therefore, the formulas offered under Option (h) refer to "eligible
contributions." The Employer will define eligible contributions under Options
(i) and (j).

Option (h) provides the formulas for determining the matching contribution. The
primary purpose of Option (h) is to establish the level of the matching
contribution (a fixed percentage or discretionary with the Employer) and to
permit the Employer to define a maximum or a minimum matching contribution. The
formula alone will not be sufficient to determine the Employer's actual matching
contribution on a participant's behalf. The characterization of eligible
contributions under Option (i) and any limitations on the amount of eligible
contributions taken into account, as provided under Option (j), are necessary
factors in computing the Employer's matching contribution.

Option (i) designates the character of the matching contributions. If the
Employer elects (i)(3), it also must elect Adoption Agreement Section 4.01(c).
If eligible contribuitons include salary reduction contributions or cash or
deferred contributions, the matching contribution formulas will not apply to
amounts characterized as excess deferrals under Section 14.07 of the Plan.

Option (j) establishes any limitations on the amount of eligible contributions
taken into account under Option (h).

Part III Salary Reduction Agreements

Under Option (k), the Employer must make selections from (1), 92), (3) and (4).
Under (1), Option (ii) prescribes a maximum deferral percentage, Option (iii)
prescribes a minimum deferral percentage and Option (i) prescribes no special
maximum limitation. The Employer may select both Options (ii) and (iii), or both
Options (i) and (iii), but Options (i) and (ii) are mutually exclusive. The
Employer may wish to consider a maximum percentage deferral under Option (ii) to
minimize the potential for Code 415 violations.

Under paragraphs (2) and (3), the Employer elects which restrictions apply to
the participant's right to revoke his/her salary reduction agreement. Under
paragraph (4), the Employer elects which restrictions apply to the participant's
right to increase or decrease his/her salary reduction percentage. The Employer
should consider the effect its elections have on plan administration.

3.04 Contribution Allocation

Part I - Matching Contributions. Select which account you want the matching
contributions to be allocated to. The Regular Matching Account is subject to a
vesting schedule. The Qualified Matching Account is always 100% vested and
contributions may be used to satisfy the deferral non-discrimination test.

<PAGE>

Qualified Non-elective Contributions. Choose which participants would
receive an extra contribution to help satisfy the non-discrimination test for
deferrals (QNEC). For administrative convenience opton (2) is chosen.

Part II - Method of Allocation. Choose the option for allocating the
discretionary employer contribution between all plan participants. You have
choices of non-integrated (pro-rata) or one of four integrated formulas.

Allocation formula. The primary allocation formulas are in Options (e), (f), (g)
and (h). Option (e) is a nonintegrated formula and allocates the employer
contribution proportionate to total compensation. Options (f), (g) and (h) are
alternatives for integrated plans. Usually option (e)(2) is chosen for non-
integrated plans.

The two-tiered formula under Option (f) maximizes the disparity permitted under
the integration rules. Accordingly, the allocation in the first tier results in
an equal allocation percentage based on total compensation and based on excess
compensation. This equal allocation percentage may not exceed the maximum
disparity percentage (5.7%, 5.4% or 4.3%) described in the second column of the
Maximum Disparity Table. After completion of the first tier allocation, the
second step allocates the remaining contribution proportionate to total
compensation, in the same manner as the nonintegrated formula.

Under the three-tiered formula under Option (g), the plan: (i) first allocates
based on total compensation, but the allocation percentage may not exceed the
maximum disparity percentage determined under the second column of the Maximum
Disparity Table; (ii) then allocates based on excess compensation, but the
allocation percentage may not exceed the maximum disparity percentage determined
under the second column of the Maximum Disparity Table; and (iii) completes the
allocation on the basis of total compensation.

The four-tiered allocation under Option (h) is a hybrid of Options (g) and (f).
The sole purpose of Option (h) is to use the first tier to satisfy the 3% top
heavy minimum, then use a progression of three additional tiers to make maximum
use of the permitted disparity rules. The second tier allocates solely on the
basis of excess compensation, with a maximum allocation under the second tier
equal to 3% of each participant's excess compensation. The third tier is the
same as the first tier under Option (g). The fourth tier is a prorata allocation
based on total compensation.

<PAGE>

3.05 Forfeiture Allocation

Choose the method of allocating (dividing up) forfeitures of terminated
non-vested participant balances. Option (a) allocates forfeitures as an extra
discretionary contribution. Option (b) allocates forfeitures to reduce employer
contributions. Options (c) and (d) allow you to allocate separately forfeitures
from matching contributions. Select from options (e), (f) and (g) to determine
how to allocate forfeitures from high paid employee's matching account when the
matching non-discrimination test is not satisfied.

3.06 Compensation Taken Into Account

If you wish to count a participant's full year's compensation (even if he or she
entered during the year), for contributions choose option (a), if not, choose
option (b).

Suspension of Accrual Requirements - This section allows you to suspend some or
all of the accrual requirements found in Section 3.06(E) of the plan for
participants to receive allocations. This would apply in plan years when a plan
may not satisfy coverage and participation requirements. For administrative
convenience choose option (g).

3.15 More Than One Plan

3.18 Defined Benefit Limitation

Check option (a) if you have never maintained a defined benefit plan for any
participants in this plan. If you have or are currently maintaining a defined
benefit plan under option (b), choose which plan's benefit would be reduced if a
participant's total allocations for a year were to exceed the allowable limit.

4.01 Participant Nondeductible Contributions

This section allows participants to contribute after-tax employee contributions.
These contributions are subject to a special nondiscrimination test. By checking
option (a) these contributions are not allowed.

4.05 Withdrawal Restriction

This section only applies if you checked option (c) of section

<PAGE>

4.01. It states whether or not there are restrictions on participants receiving
their after-tax contributions prior to separation from service.

5.01 Normal Retirement Age

Choose what age you (the employer) want the participants to be 100% vested in
their benefits, if still employed (normal retirement age).

5.02 Vesting Death/Disability

You may choose to allow 100% vesting for participants that terminate from
service because of death option (b) or disability option (c).

5.03 Vesting Schedule

Complete the Top Heavy Schedule based upon the following:

Years of Service

1
2 (not less than 20%)
3 (not less than 40%)
4 (not less than 60%)
5 (not less than 80%)
6 (not less than 100%)

Optional: Complete the Non Top Heavy Schedule based upon the
following:

Years of Service

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

5.04 Cash-Out Rule

If option (b) is chosen, the plan treats a 0% vested terminated participant as
having received a distribution, allowing for forfeitures to be reallocated to
active participants.

<PAGE>

5.06 Years of Service

Choose what measuring period the plan should use to determine years of service
for vesting, employee's anniversary year or plan year. For ease of
administration choose option (a).

5.08 Prior Years of Service

By choosing options (b) through (e) you (the employer) may exclude some prior
years of service for purposes of vesting.

Article 6

The Employer must establish a specific distribution policy for the plan. Treas.
Reg. 1.411(d)-4 prohibits the Employer, the advisory committee or any third
party to retain discretion over when or in what form to pay the participant's
benefit (Optional Forms of Benefit). Under a restated plan, the elections under
Article VI, to the extent they differ from previous plan provisions regarding
optional forms of benefit, may not eliminate an optional form of benefit with
respect to the account balance accrued as of the date the Employer executes the
restated adoption agreement (or, if later, the effective date of that restated
adoption agreement). An optional form of benefit includes the form of payment
(e.g., lump sum or installments), the timing of payment (e.g., immediately after
separation form service, following a break in service, after attaining normal
retirement age) and the medium of payment (e.g. right to elect distribution in
Employer securities, right to elect distribution in the form of an annuity
contract).

6.01 Distribution Date

A distribution date establishes a predetermined "target" date in a plan year
when the plan will offer distributions. The actual distribution may occur later
than a distribution date as long as the actual distribution is within an
"administratively reasonable period of time" from the distribution date. Typical
distribution dates for 401(k)plans are semi-annual dates or quarterly dates.

Nonforfeitable Accrued Benefit Not Exceeding $3,500

When a separated participants vested balance does not exceed $3,500, the
plan allows the employer to separately establish the timing of these
distributions, separate from the distribution dates. When you complete this
section, you need to balance two concerns: 1) will the timing of the
distribution cause the participant to consider it a "severance benefit" and
therefore encourage separation from service, and 2) the administrative concerns
of carrying a non-active account in the plan.

<PAGE>

Disability - The plan allows you (the employer) to establish a different target
payout date for disability distributions in options (f) and (h).

6.02 Method of Payment

You may choose the standard forms of payment if this is a brand new plan and not
a restatment. Elect any one or combineation of options (b) through (e). If no
modifications are necessary, elect option (a).

6.03 Participant Elections After Separation from Service

Participant Elections Prior to Separation from Service - Employer
Contributions

The following distribution elections apply to all participant's matching and
employer discretionary accounts regardless of vested account balances, prior to
employment separation. If you prefer not to allow any distribution options from
these accounts prior to separation, select option (d).

Participant Elections Prior Separation from Service

Deferrals, QMAC's and QNEC's - The following distribution elections apply to all
participant's deferral, qualified matching, and qualified non-elective
contributions accounts, prior to employment separation. If you prefer not to
allow any distribution options from these accounts prior to employment
separation, select option (I).

<PAGE>

6.04 Annuity Distributions

9.10 Value of Benefit

9.11 Allocation of Net Income/Loss

The following elections will state how current year contributions will share, if
at all, in net income, gains or losses of the trust. You must election option
(a) if your plan allows employee deferrals, option (b) if your plan includes a
matching contribution, or option (c) if the plan allows employee after tax
contributions. Only make the elections applicable to your plan.

Option (1) would not include contributions made since the last valuation date in
any earnings or loss calculation. The other choices are based upon a segregated
account approach or a weighted average approach, both are described in section
14.12 of the plan.

Usually option (3) daily weighting is chosen if INVESCO is your recordkeeper,
for 9.11(a)(b) and (c).

10.03 Investment Powers

Complete this section if you (the employer) wish to allow the plan to invest in
qualifying employer securities, you should consult your legal counsel. The term
"qualifying employer securities: has a specific meaning under ERISA and may not
include all securities.

10.14 Valuation of Trust

You may use this option to specify mandatory valuation dates, in addition to the
accounting date. Normally Option (a) is chosen.

Instructions for Effective Date Addendum

You must complete the effective date addendum only if the effective dates
of any of the listed items (a) through (j) have an effective date other than
your restated effective date in adoption agreement Section 1.18. Some some
provisions in the Tax Reform Act of 1986 were not effective until 1988 or 1989.
The few provisions (if any) that have later effective dates must specify when
they are effective.