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The following is an excerpt from a S-1 SEC Filing, filed by COMMUNITY BANCORP on 9/30/2004.
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COMMUNITY BANCORP - S-1 - 20040930 - EXHIBIT_10

EXHIBIT 10.1

COMMUNITY BANK OF NEVADA

1995 STOCK OPTION AND AWARD PLAN

Community Bank of Nevada, a Nevada corporation (the "Company"), hereby adopts this "Community Bank of Nevada 1995 Stock Option and Award Plan" (the "Plan"), this 12 day of May, 1995, under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including officers and directors, of the Company or its subsidiaries. In addition, at the discretion of the board of directors or other administrator of this Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under this Plan to other individuals who contribute to the success of the Company or its subsidiaries and are not employees of the Company, all on the terms and conditions set forth herein.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Company, and rewarding those individuals who have contributed to the success of the Company. It is designed to aid the Company in retaining the services of executives and employees and in attracting new personnel when needed for future operations and growth and to provide such personnel with an incentive to remain employees of the Company, to use their best efforts to promote the success of the Company's business, and to provide them with an opportunity to obtain or increase a proprietary interest in the Company. It is also designed to permit the Company to reward those individuals who are not employees of the Company but who are perceived by management as having contributed to the success of the Company or who are important to the continued business and operations of the Company. The above aims will be effectuated through the granting of options ("Options") to purchase shares of common stock of the Company, par value $1.00 per share (the "Stock"), or the granting of awards of bonus stock ("Stock Awards"), all subject to the terms and conditions of this Plan. It is intended that the Options issued pursuant to this Plan include, when designated as such at the time of grant, options which qualify as Incentive Stock Options ("Incentive Options") within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or any amendment or successor provision of like tenor. If the Company has a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), it is intended that this Plan will comply with the applicable provisions of Rule 16b-3 ("Rule 16b-3") promulgated under the Exchange Act or any amendment or successor rule of like tenor.

2. Shareholder Approval. The Plan shall become effective immediately on adoption by the board of directors of the Company (the "Board"). However, any rights granted under the Plan shall be conditioned on the approval of the Plan by the Company's shareholders in the manner set forth below:

(a) Within twelve months after the Plan has been adopted by the Board, the Plan shall be submitted for approval by those shareholders of the Company who are entitled to vote on such matters at a duly held shareholders' meeting or approved by the unanimous written consent of the holders of the issued and outstanding Stock of the Company. If the Plan is presented at a shareholders' meeting, it shall be approved by the affirmative vote of the holders of a majority of the issued and outstanding Stock in attendance, in person or by proxy, at such meeting. Notwithstanding the foregoing, the Plan may be approved by the shareholders in any other manner not inconsistent with the Company's articles of incorporation and bylaws, the applicable

provisions of state corporate laws, and the applicable provisions of the Code and regulations adopted thereunder.

(b) In the event the Plan is so approved, the secretary of the Company shall, as soon as practicable following the date of final approval, prepare and attach to this Plan certified copies of all relevant resolutions adopted by the shareholders and the Board. On such approval, all Options previously granted under this Plan shall remain in full force and effect, subject to the terms of this Plan, and shall be deemed to have been granted as of the date of the action taken by the Board or other administrator of this Plan in awarding such Options, provided that, to the extent that the reporting requirements of Rule 16a promulgated under the Exchange Act or Rule 16b-3 is applicable to such grant, the Option shall be deemed to have been granted as of the date of approval by the shareholders.

(c) In the event the Plan is not approved by the shareholders on or before the date that is twelve months subsequent to the adoption of this Plan by the Board, all Options previously granted under the Plan shall remain in full force and effect, subject to the terms of this Plan, and shall be deemed to have been granted as of the date of the action taken by the Board or other administrator of this Plan in awarding such Options, provided that, to the extent that the reporting requirements of Rule 16a promulgated under the Exchange Act or Rule 16b-3 is applicable to such grant, the Option shall be deemed to have been granted as of the date that is one year subsequent to the date of this Plan and any Options granted thereafter shall be deemed to be granted as of the date of the grant under the terms of this Plan. As a result of the failure to obtain shareholder approval within the time specified, none of the Options issued under this Plan will qualify as Incentive Options and none of the Options deemed issued prior to shareholder approval will qualify for the exemption provided in Rule 16b-3.

3. Administration of the Plan. Administration of the Plan shall be determined by the Board. Subject to compliance with applicable provisions of the governing law, the Board may delegate administration of the Plan or specific administrative duties with respect to the Plan, on such terms and to such committees of the Board as it deems proper. Any Option or Stock Award approved by the Board shall be approved by a majority vote of those members of the Board in attendance at a meeting at which a quorum is present. Any Option or Stock Award approved by a committee designated by the Board shall be approved as specified by the Board at the time of delegation. The interpretation and construction of the terms of the Plan by the Board or a duly authorized committee shall be final and binding on all participants in the Plan absent a showing of demonstrable error. No member of the Board or duly authorized committee shall be liable for any action taken or determination made in good faith with respect to the Plan.

Transactions under this Plan involving officers, directors, and beneficial owners of more than 10% of any class of equity security registered pursuant to section 12 of the Exchange Act are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provisions of the Plan, or any action taken by an administrator fails to so comply, it shall be deemed null and void to the extent permitted by law and deemed advisable by the Board or the duly authorized committee.

4. Shares of Stock Subject to the Plan. A total of 100,000 shares of Stock may be subject to, or issued pursuant to, Options or Stock Awards granted under the terms of this Plan. To the extent permitted for plans qualifying under Rule 16b-3, (i) any shares subject to an Option or Stock Award under the Plan, which Option or Stock Award for any reason expires or is forfeited, terminated, or surrendered unexercised as to such shares, shall be added back to the total number of shares reserved for issuance under the terms of this Plan, and (ii) if any right to acquire Stock granted under the Plan is exercised by the delivery of shares of Stock or the relinquishment of rights to shares of Stock, only the

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net shares of Stock issued (the shares of Stock issued less the shares of Stock surrendered) shall count against the total number of shares reserved for issuance under the terms of this Plan.

5. Reservation of Stock on Granting of Option. At the time of granting any Option under the terms of this Plan, there will be reserved for issuance on the exercise of the Option the number of shares of Stock of the Company subject to such Option. The Company may reserve either authorized but unissued shares or issued shares that have been reacquired by the Company.

6. Eligibility. Options or Stock Awards under the Plan may be granted to employees, including officers and directors, of the Company or its subsidiaries, as may be existing from time to time, and to other individuals who are not employees of the Company as may be deemed in the best interest of the Company by the Board or a duly authorized committee. Such Options or Stock Awards shall be in the amounts, and shall have the rights and be subject to the restrictions, as may be determined by the Board or a duly authorized committee at the time of grant, all as may be within the general provisions of this Plan.

7. Term of Options and Certain Limitations on Right to Exercise.

(a) Each Option shall have the term established by the Board or duly authorized committee at the time the Option is granted but in no event may an Option have a term in excess of ten years.

(b) The term of the Option, once it is granted, may be reduced only as provided for in this Plan or under the written provisions of the Option.

(c) Unless otherwise specifically provided by the written provisions of the Option, no holder or his or her legal representative, legatee, or distributee will be, or shall be deemed to be, a holder of any shares subject to an Option unless and until the holder exercises his or her right to acquire all or a portion of the Stock subject to the Option and delivers the required consideration to the Company in accordance with the terms of this Plan and then only to the extent of the number of shares of Stock acquired. Except as specifically provided in this Plan or as otherwise specifically provided by the written provisions of the Option, no adjustment to the exercise price or the number of shares of Stock subject to the Option shall be made for dividends or other rights for which the record date is prior to the date the Stock subject to the Option is acquired by the holder.

(d) Options under the Plan shall vest and become exercisable at such time or times and on such terms as the Board or a duly authorized committee may determine at the time of the grant of the Option.

(e) Options granted under the Plan shall contain such other provisions, including, without limitation, further restrictions on the vesting and exercise of the Option, as the Board or a duly authorized committee shall deem advisable.

(f) In no event may an Option be exercised after the expiration of its term.

8. Exercise Price. The exercise price of each Option issued under the Plan shall be determined by the Board or a duly authorized committee on the date of grant.

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9. Payment of Exercise Price. The exercise of any Option shall be contingent on receipt by the Company of cash, certified bank check to its order, or other consideration acceptable to the Company; provided that, at the discretion of the Board or a duly authorized committee, the written provisions of the Option may provide that payment can be made in whole or in part in shares of Stock of the Company or by the surrender of Options to acquire Stock from the Company, which Stock or Options shall be valued at their then fair market value as determined by the Board or a duly authorized committee; provided however, that if, at the time of grant of an Option, the Company is subject to the provisions of section 16(b) of the Exchange Act, such Stock and/or Options surrendered must have been owned by the optionee for more than six months. Any consideration approved by the Board or a duly authorized committee that calls for the payment of the exercise price over a period of more than one year shall provide for interest, which shall not be included as part of the exercise price, that is equal to or exceeds the imputed interest provided for in section 483 of the Code or any amendment or successor section of like tenor.

10. Withholding. If the grant of a Stock Award or the grant or exercise of an Option pursuant to this Plan is subject to withholding or other trust fund payment requirements of the Code or applicable state or local laws, such requirements may, at the discretion of the Board or a duly authorized committee at the time of the grant of the Stock Award or Option and to the extent permitted by the terms of the Option or Stock Award and the then governing provisions of the Code and the Exchange Act, be met (i) by the holder of the Option or Stock Award either delivering shares of Stock or canceling Options or other rights to acquire Stock from the Company with a fair market value equal to such requirements and, if the Company is then subject to the provisions of section 16(b) of the Exchange Act, which have been held for more than six months; (ii) by the Company withholding shares of Stock subject to the Option or Stock Award with a fair market value equal to such requirements; or (iii) by the Company making such withholding or other trust fund payment and the Option holder or award recipient reimbursing the Company such amount paid within 10 days after written demand therefor from the Company.

11. Incentive Options--Additional Provisions. In addition to the other restrictions and provisions of this Plan, any Option granted hereunder that is intended to be an Incentive Option shall meet the following further requirements:

(a) The exercise price of an Incentive Option shall not be less than the fair market value of the Stock on the date of grant as determined by the Board or a duly authorized committee based on the closing price for the Stock over the five-day trading period immediately prior to the date of grant or any other basis permitted by the applicable provisions of the Code.

(b) No Incentive Option may be granted under the Plan to any individual that owns (either of record or beneficially) Stock possessing more than 10% of the combined voting power of the Company or any parent or subsidiary corporation unless both the exercise price is at least 110% of the fair market value of the Stock on the date the Option is granted and the Incentive Option by its terms is not exercisable more than five years after the date it is granted.

(c) Incentive Options may be granted only to employees of the Company or its subsidiaries and only in connection with that employee's employment by the Company or the subsidiary. Notwithstanding the above, directors and other individuals who have contributed to the success of the Company or its subsidiaries may be granted Incentive Options under the Plan, subject to, and to the extent permitted by, applicable provisions of the Code and regulations promulgated thereunder, as they may be amended from time to time.

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(d) The aggregate fair market value (determined as of the date the Incentive Option is granted) of the shares of Stock with respect to which Incentive Options are exercisable for the first time by any individual during any calendar year under the Plan (and all other plans of the Company and its subsidiaries) may not exceed $100,000.

(e) No Incentive Option shall be transferable other than by will or the laws of descent and distribution and shall be exercisable, during the lifetime of the optionee, only by the optionee to whom the Incentive Option is granted.

(f) No individual acquiring shares of Stock pursuant to any Incentive Option granted under this Plan shall sell, transfer, or otherwise convey the Stock until after the date that is both two years from the date the Incentive Option was granted and one year from the date the Stock was acquired pursuant to the exercise of the Incentive Option. If any individual makes a disqualifying disposition, he or she shall notify the Company within 30 days of such transaction.

(g) No Incentive Option may be exercised unless the holder was, within three months of such exercise, and had been since the date the Incentive Option was granted, an eligible employee of the Company as specified in the applicable provisions of the Code, unless the employment was terminated as a result of the death or disability (as defined in the Code and the regulations promulgated thereunder as they may be amended from time to time) of the employee or the employee dies within three months of the termination. In the event of termination as a result of disability, the holder shall have a one year period following termination in which to exercise the Incentive Option. In the event of death of the holder, the Incentive Option must be exercised within six months of the issuance of letters testamentary or administration or the appointment of an administrator, executor, or personal representative, but not later than one year after the date of termination of employment. An authorized absence or leave approved by the Board or a duly authorized committee for a period of 90 days or less shall not be considered an interruption of employment for any purpose under the Plan.

(h) All Incentive Options shall be deemed to contain such other limitations and restrictions as are necessary to conform the Incentive Option to the requirements for "incentive stock options" as defined in section 422 of the Code, or any amendment or successor statute of like tenor.

All of the foregoing restrictions and limitations are based on the governing provisions of the Code as of the date of adoption of this Plan. If at any time the Code is amended to permit the qualification of an Option as an incentive stock option without one or more of the foregoing restrictions or limitations or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may grant Incentive Options, and may modify outstanding Incentive Options in accordance with such changes, all to the extent that such action by the Board or duly authorized committee does not disqualify the Options from treatment as incentive stock options under the provisions of the Code as may be amended from time to time.

12. Awards to Directors and Officers. To the extent the Company has a class of securities registered under the Exchange Act, Options and Stock Awards granted under the Plan to directors and officers (as defined in Rule 16a-1 promulgated under the Exchange Act or any amendment or successor rule of like tenor) intended to qualify for the exemption from section 16(b) of the Exchange Act provided

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in Rule 16b-3 shall be subject to the following requirements, in addition to the other restrictions and limitations set forth in this Plan:

(a) The selection of any director or officer, the number of shares of Stock subject to an Option or Stock Award granted to such director or officer, and the terms of the Option shall be determined by the Board or a duly authorized committee, composed of two or more directors of the Company, all of whom are disinterested persons (as defined in Rule 16b-3).

(b) With respect to any award, the exercise price may not be less than the minimum required by applicable state law.

(c) Approval of the Plan by the shareholders of the Company shall have been solicited substantially in accordance with the rules and regulations in effect under section 14(a) of the Exchange Act or any amendment or successor statute in effect at the time of the approval or, if the Company is not subject to section 14(a) of the Exchange Act at the time of shareholder approval, such information as would have been required concerning the Plan under section 14(a) is provided to the shareholders at the first annual meeting of shareholders subsequent to the Company becoming subject to such rules.

(d) An Option or, if exercised, the Stock acquired on exercise, may not be transferred prior to the date that is more than six months subsequent to the date of the grant of the Option.

(e) The Stock received on the granting of a Stock Award may not be transferred prior to the date that is more than six months subsequent to the date of the Stock Award.

(f) An Option may not be transferred other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title 1 of the Employee Retirement Income Security Act.

(g) Any cash settlement of Options or Stock Awards, withholding of shares of Stock or Options or other rights to acquire Stock to satisfy the tax withholding obligations of the Company under the Code, or surrender or withholding of shares of Stock of Options or other rights to acquire Stock to pay the exercise price of the Option, shall be made in accordance with the requirements of Rule 16b-3 or any amendment or successor rule of like tenor.

All of the foregoing restrictions and limitations are based on the governing provisions of the Exchange Act and the rules and regulations promulgated thereunder as of the date of adoption of this Plan. If at any time the governing provisions are amended to permit an Option to be granted or exercised or a Stock Award to be granted pursuant to Rule 16b-3 or any amendment or successor rule of like tenor without one or more of the foregoing restrictions or limitations, or the terms of such restrictions or limitations are modified, the Board or a duly authorized committee may award Options or Stock Awards to directors and officers, and may modify outstanding Options or Stock Awards, in accordance with such changes, all to the extent that such action by the Board or a duly authorized committee does not disqualify the Options or Stock Awards from exemption under the provisions of Rule 16b-3 or any amendment or successor rule of similar tenor.

13. Stock Appreciation Rights and Other Tandem Rights. The Board or a duly authorized committee, at the time of granting any award under the terms of this Plan, shall have the authority to

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grant stock appreciation rights or other tandem rights with respect to all or some of the shares of Stock covered by such award pursuant to which the holder shall have the right to surrender all or part of such award and thereby exercise the tandem rights; provided, however, that the holder shall not have such right to surrender and obtain payment during the first six months of the term of the award, except in the event of death or disability of holder during such six-month period. Any payment under the terms of the tandem rights may be made by the Company, at the discretion of the Board or a duly authorized committee as set forth in the written award, in Stock (at its fair market value on the date of the notice of exercise, as determined by the Board or committee) or in cash, or partly in Stock and partly in cash, as the Company may determine. Any stock appreciation rights or other tandem rights granted under the terms of this section may be exercised only when, and only to the extent that, the holder is entitled to exercise all or a portion of the underlying award. The terms of any stock appreciation or other rights granted shall, within the provisions of this Plan, be established by the Board or committee at the time of grant, and any rights created thereby can only be transferred in connection with the transfer of the underlying award. Stock appreciation rights may only be exercised at a time when the fair market value of the Stock subject to the award exceeds the exercise price of the award.

14. Stock Awards. The Board or a duly authorized committee may grant Stock Awards to individuals eligible to participate in this Plan, to the individuals, in the amount, and subject to the provisions determined by the Board or a duly authorized committee. The Board or a duly authorized committee shall notify in writing each person selected to receive a Stock Award hereunder as soon as practicable after he or she has been so selected and shall inform such person of the number of shares he or she is entitled to receive, the approximate date on which such shares will be issued, and the Forfeiture Restrictions applicable to such shares. (For purposes hereof, the term "Forfeiture Restrictions" shall mean any prohibitions against sale or other transfer of shares of Stock granted under the Plan and the obligation of the holder to forfeit his or her ownership of or right to such shares and to surrender such shares to the Company on the occurrence of certain conditions.) The Board or a duly authorized committee may, at its discretion, require the payment in cash to the Company by the award recipient of the par value of the Stock. The shares of Stock issued pursuant to a Stock Award shall not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of during such period or periods of time which the Board or a duly authorized committee shall establish at the time of the grant of the Stock Award. If a Stock Award is made to an employee of the Company or its subsidiaries, the employee shall be obligated, for no consideration other than the amount, if any, of the par value paid in cash for such shares, to forfeit and surrender such shares as he or shall have received under the Plan which are then subject to Forfeiture Restrictions to the Company if he or she is no longer an employee of the Company or its subsidiaries for any reason; provided that, in the event of termination of the employee's employment by reason of death or total and permanent disability, the committee in its sole discretion may cancel the Forfeiture Restrictions. Certificates representing shares subject to Forfeiture Restrictions shall be appropriately legended as determined by the Board or a duly authorized committee to reflect the Forfeiture Restrictions, and the Forfeiture Restrictions shall be binding on any transferee of the shares.

15. Assignment. At the time of grant of an Option, the Board or duly authorized Committee, in its sole discretion, may impose restriction on the transferability of such an Option and provide that such Option shall not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code and that, except as permitted by the foregoing, such Options granted under the Plan and the rights and privileges thereby conferred shall not be transferred, assigned, pledged, or hypothecated in any way (whether by operation of law or otherwise), and shall not be subject to execution, attachment, or similar process. On any attempt to transfer, assign, pledge, hypothecate, or otherwise dispose of the Option, or of any right or privilege conferred thereby, contrary to the provisions thereof, or on the levy of any attachment or similar process on such rights and privileges, the Option and such rights and privileges shall immediately become null and void.

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16. Additional Terms and Provisions of Awards. The Board or duly authorized committee shall have the right to impose additional limitations on individual awards under the Plan. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may be conditioned on continued employment for a specified period or may be voided based on the award holder's gross negligence in the performance of his or her duties, substantial failure to meet written standards established by the Company for the performance of his or her duties, criminal misconduct, or willful or gross misconduct in the performance of his or her duties. In addition, the Board or a duly authorized committee may establish additional rights in the holders of individual awards at the time of grant. For example, and without limiting the authority of the Board or a duly authorized committee, an individual award may include the right to immediate payment of the value inherent in the award on the occurrence of certain events such as a change in control of the Company, all on the terms and conditions set forth in the award at the time of grant. The Board or a duly authorized committee may, at the time of the grant of the Option or Stock Award, establish any other terms, restrictions, or provisions on the exercise of an Option or the holding of Stock subject to the Stock Award as it deems appropriate. All such terms, restrictions, and provisions must be set forth in writing at the time of grant in order to be effective.

17. Dilution or Other Adjustment. In the event that the number of shares of Stock of the Company from time to time issued and outstanding is increased pursuant to a stock split or a stock dividend, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be increased proportionately, with no increase in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be increased by the same proportion. Shares awarded under the terms of a Stock Award shall be entitled to the same rights as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions, although any additional shares of Stock issued to the holder of a Stock Award shall be subject to the same Forfeiture Restrictions as the Stock Award. In the event that the number of shares of Stock of the Company from time to time issued and outstanding is reduced by a combination or consolidation of shares, the number of shares of Stock then covered by each outstanding Option granted hereunder shall be reduced proportionately, with no reduction in the total purchase price of the shares then so covered, and the number of shares of Stock subject to the Plan shall be reduced by the same proportion. Shares awarded under a Stock Award shall be treated as other issued and outstanding shares of Stock, whether or not then subject to Forfeiture Restrictions. In the event that the Company should transfer assets to another corporation and distribute the stock of such other corporation without the surrender of Stock of the Company, and if such distribution is not taxable as a dividend and no gain or loss is recognized by reason of section 355 of the Code or any amendment or successor statute of like tenor, then the total purchase price of the Stock then covered by each outstanding Option shall be reduced by an amount that bears the same ratio to the total purchase price then in effect as the market value of the stock distributed in respect of a share of the Stock of the Company, immediately following the distribution, bears to the aggregate of the market value at such time of a share of the Stock of the Company plus the stock distributed in respect thereof. Shares issued under a Stock Award shall be treated as issued and outstanding whether or not subject to Forfeiture Restrictions, although any stock of the other corporation to be distributed with respect to the shares awarded under the Stock Award shall be subject to the Forfeiture Restrictions then applicable to such shares and may be held by the Company or otherwise subject to restrictions on transfer until the expiration of the Forfeiture Restrictions. In the event that the Company distributes the stock of a subsidiary to its shareholders, makes a distribution of a major portion of its assets, or otherwise distributes significant portion of the value of its issued and outstanding Stock to its shareholders, the number of shares then subject to each outstanding Option and the Plan, or the exercise price of each outstanding Option, may be adjusted in the reasonable discretion of the Board or a duly

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authorized committee. Shares awarded under a Stock Award shall be treated as issued and outstanding, whether or not subject to Forfeiture Restrictions, although any Stock, assets, or other rights distributed shall be subject to the Forfeiture Restrictions governing the shares awarded under the Stock Award and, at the discretion of the Board or a duly authorized committee, may be held by the Company or otherwise subject to restrictions on transfer by the Company until the expiration of such Forfeiture Restrictions. All such adjustments shall be made by the Board or duly authorized committee, whose determination upon the same, absent demonstrable error, shall be final and binding on all participants under the Plan. No fractional shares shall be issued, and any fractional shares resulting from the computations pursuant to this section shall be eliminated from the respective Option or Stock Award. No adjustment shall be made for cash dividends, for the issuance of additional shares of Stock for consideration approved by the Board, or for the issuance to stockholders of rights to subscribe for additional Stock or other securities.

18. Options or Stock Awards to Foreign Nationals. The Board or a duly authorized committee may, in order to fulfill the purposes of this Plan and without amending the Plan, grant Options or Stock Awards to foreign nationals or individuals residing in foreign countries that contain provisions, restrictions, and limitations different from those set forth in this Plan and the Options or Stock Awards made to United States residents in order to recognize differences among the countries in law, tax policy, and custom. Such grants shall be made in an attempt to provide such individuals with essentially the same benefits as contemplated by a grant to United States residents under the terms of this Plan.

19. Listing and Registration of Shares. Unless otherwise expressly provided on the granting of an award under this Plan, the Company shall have no obligation to register any securities issued pursuant to this Plan or issuable on the exercise of Options granted hereunder. Each award shall be subject to the requirement that if at any time the Board shall determine, in its sole discretion, that it is necessary or desirable to list, register, or qualify the shares covered thereby on any securities exchange or under any state or federal law, or obtain the consent or approval of any governmental agency or regulatory body as a condition of, or in connection with, the granting of such award or the issuance or purchase of shares thereunder, such award may not be made or exercised in whole or in part unless and until such listing, registration, consent, or approval shall have been effected or obtained free of any conditions not acceptable to the Board or a duly authorized Committee.

20. Expiration and Termination of the Plan. The Plan may be abandoned or terminated at any time by the Board or a duly authorized committee except with respect to any Options or Stock Awards then outstanding under the Plan. The Plan shall otherwise terminate on the earlier of the date that is: (i) ten years after the date the Plan is adopted by the Board; or (ii) ten years after the date the Plan is approved by the shareholders of the Company.

21. Form of Awards. Awards granted under the Plan shall be represented by a written agreement which shall be executed by the Company and which shall contain such terms and conditions as may be determined by the Board or a duly authorized committee and permitted under the terms of this Plan. Option agreements evidencing Incentive Options shall contain such terms and conditions, among others, as may be necessary in the opinion of the Board or a duly authorized committee to qualify them as incentive stock options under section 422 of the Code or any amendment or successor statute of like tenor.

22. No Right of Employment. Nothing contained in this Plan or any Option or Stock Award shall be construed as conferring on a director, officer, or employee any right to continue or remain as a director, officer, or employee of the Company or its subsidiaries.

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23. Amendment of the Plan. The Board or a duly authorized committee may modify and amend the Plan in any respect; provided, however, that to the extent such amendment or modification would cause the Plan to no longer comply with the applicable provisions of the Code with respect to Incentive Options or with the Exchange Act with respect to Options or Stock Awards granted to officers or directors under Rule 16b-3, such amendment or modification shall also be approved by the shareholders of the Company. If the Company has a class of securities registered under the Exchange Act, this Plan may not be amended more than once during any six month period, other than to comport with changes in the Code or the Employee Retirement Income Security Act or the rules and regulations promulgated thereunder. Subject to the foregoing and, if the Company is subject to the provisions of 16(b) of the Exchange Act, the limitations of Rule 16b-3 promulgated under the Exchange Act or any amendment or successor rule of like tenor,

Subject only to the foregoing prohibition against amending this Plan more than once during any six month period, the Plan shall be deemed to be automatically amended as is necessary (i) with respect to the issuance of Incentive Options, to maintain the Plan in compliance with the provisions of section 422 of the Code, and regulations promulgated thereunder from time to time, or any amendment or successor statute thereto, and (ii) with respect to Options or Stock Awards granted to officers and directors of the Company, to maintain the Plan in compliance with the provisions of Rule 16b-3 promulgated under the Exchange Act or any amendment or successor rule of like tenor.

ATTEST:

[SIGNATURE] CHAIRMAN OF BOARD

[SIGNATURE] PRESIDENT/CEO

SECRETARY'S CERTIFICATE

The undersigned, the duly constituted and elected secretary of Community Bank of Nevada, hereby certifies that a duly constituted meeting of the shareholders held on May 12, 1995, pursuant to notice and at which a quorum was present in accordance with the requirements of law and the Company's articles of incorporation and bylaws, the foregoing Community Bank of Nevada 1995 Stock Option and Award Plan was approved by the affirmative vote of the holders of a majority of the shares of common stock voted at such meeting.

DATED this 12th day of May, 1995.

COMMUNITY BANK OF NEVADA 

By: /s/ Lynn M. Dabbert
    --------------------------------
    Asst. Secretary

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EXHIBIT 10.2

COMMUNITY BANK OF NEVADA

STOCK OPTION

IT IS IMPORTANT THAT YOU RETAIN THIS DOCUMENT. THIS ORIGINAL INCENTIVE STOCK OPTION MUST BE DELIVERED TO THE COMPANY ON EXERCISE OR TRANSFER OF THE OPTION.

THIS STOCK OPTION (this "Option") is granted this ____ day of ____, 200_ by COMMUNITY BANK OF NEVADA, a Nevada Corporation (the "Company"), under the terms of the 1995 Employee Incentive Plan of the Company (the "Plan"), to ____________ ("Optionee").

1. Grant of Option. The Company hereby irrevocably grants to Optionee the right and option to purchase all or any part of an aggregate of ____ shares of common stock, $0.001 par value per share, of the Company (the "Common Stock") on the terms and conditions hereinafter set forth and subject to the provisions of the Plan.

2. Exercise Price. The exercise price of this Option shall be $____ per share.

3. Term of Option. The right to exercise this Option shall vest on the next two anniversary dates to purchase the percentage of the total number of shares of Common Stock purchasable under this Option as indicated below. 

Anniversary   Percentage
-----------   ----------
First             50%
Second            50%

Subject to the other provisions of this Option and the Plan, this Option may be exercised, in whole or in part, at any time prior to ten years from the date of this Option. In the event the Optionee is terminated or resigns from the Company for any reason, the portion of this Option remaining unexercised as of the date of such termination or resignation shall be null and void, and Optionee shall thereafter have no further rights to purchase shares of Common Stock pursuant to this Option.

4. Shareholder's Rights. Optionee shall have the rights of a shareholder only with respect to Common Stock fully paid for by Optionee under this Option.

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5. Adjustment to Number of Shares of Common Stock. The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock split, stock dividend, or recapitalization of the Common Stock of the Company as provided in the Plan.

6. Method of Exercise. This Option may be exercised, in accordance with all of the terms and conditions set forth in this Option and the Plan, by delivery of this Option together with a notice of exercise, a form of which is attached hereto as Exhibit "A" and incorporated herein by this reference, indicating the number of shares which the Optionee then elects to purchase and make payment, in any of the following ways:

(a) If Optionee elects to exercise the Option and Make Payment, in whole or in part, for the shares of Common Stock in cash, Optionee shall include with the notice of exercise a certified check or official bank check payable to the order of the Company in the amount of the full option price of the Common Stock being purchased.

(b) If Optionee elects to exercise the Option and make payment, in whole or in part, for the shares of Common Stock in installments, Optionee shall include with the notice of exercise a certified check or official bank check payable to the order of the Company in the amount of any cash to be paid on exercise, and a promissory note, in form satisfactory to the Company, executed by the Optionee and evidencing the obligation of the Optionee to pay the balance of the exercise price to the Company in equal annual installments payable on the first anniversary date beginning after the date of such exercise and terminating on the third anniversary of the date of such exercise, together with interest at a rate as of the date of exercise equivalent to that published in the Wall Street Journal as the prime rate, which is the base rate on corporate loans at large U.S. money center commercial banks.

(c) If Optionee elects to exercise the Option and make payment, in whole or in part, for the shares of Common Stock by delivery of shares of Common Stock of the Company already owned by the Optionee, Optionee shall include with the notice of exercise certificates representing such shares of Common Stock valued at fair market value as quoted on a registered national securities exchange or, if not listed on such an exchange, the NASDAQ Stock Market ("NASDAQ") of the National Association of Securities Dealers, Inc. Fair market value shall mean the closing price for such stock on the close of business on the day last preceding the date of exercise of such Option, or, if not listed on such an exchange or included on NASDAQ, shall mean the closing

2

price (or, if no closing price is available from sources deemed reliable by the Company, the closing bid quotation) for such stock as determined by the Company through any other reliable means of determination available on the close of business on the day last preceding the date of exercise of such Option.

(d) If Optionee elects to exercise the Option and make payment, in whole or in part, for the shares of Commons Stock by the delivery of options or other rights to purchase shares of Common Stock, whether such options consist of the Options represented hereby or other options or rights to purchase Common Stock, Optionee shall include with the notice of exercise, in form satisfactory to the Company, such options or rights to purchase Common Stock, valued at the amount by which the market value of the Common Stock subject to such options or other rights as determined in accordance with the provisions of subparagraph (c) above, exceeds the exercise or purchase price provided in such options or rights, provided however, that this Option may only be exercised in this manner upon the express written consent of the Board of Directors of the Company.

As soon as practicable after receipt by the Company of such notice and of payment in full of the option price of the shares of Common Stock with respect to which the Option has been exercised (including interest if payment is made in installments), a certificate or certificates representing such shares of Common Stock having been paid for shall be issued in the name of the Optionee, or, if the Optionee shall so request in the notice exercising the Option, in the name of the Optionee and another person jointly, with right of survivorship, and shall be delivered to the Optionee. To the extent required, pursuant to paragraph 13, all common stock shall be issued only upon receipt by the Company of the Optionee's representation that the shares are purchased for investment and not with a view to distribution thereof. If this Option is not exercised with respect to all Common Stock subject hereto, Optionee shall be entitled to receive a similar Option of like tenor covering the number of shares of Common Stock with respect to which this Option shall not have been exercised.

7. Availability of Shares. During the term of this Option, the Company shall at all times keep available the number of shares of Common Stock issuable on exercise required to satisfy the Option.

8. Limitation on Exercise. If the board of directors of the Company, in its sole discretion, shall determine that it is necessary or desirable to list, register, or qualify the Common Stock under any state of federal law, this Option may not be exercised, in whole or part, until such listing, registration, or qualification shall have been obtained free of any conditions not acceptable to the board of directors.

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9. No Right of Employment. Nothing contained in this Option shall be construed as conferring any right to continue or remain as a director or employee of the Company or its subsidiaries.

10. Restriction on Securities. The Option and the Common Stock subject to the Option (collectively referred to as the "Securities") are subject to registration under the Securities Act of 1933, as amended (the "Securities Act") and any applicable state securities statutes. Optionee acknowledges that unless a registration statement with respect to the Securities is filed and declared effective by the Securities and Exchange Commission and the appropriate state governing agency, the Securities have or will be issued in reliance on specific exemption form such registration requirements for transactions by an issuer not involving a public offering and specific exemption under state statutes. Any disposition of the Securities may, under certain circumstances, be inconsistent with such exemptions. The Securities may be offered for sale, sold, or otherwise transferred only if (i) registered under the Securities Act, and in some cases, under the applicable state securities acts, or, if not registered, (ii) only if pursuant to an exemption from such registration requirements and only after the Optionee provides an opinion of counsel or other evidence satisfactory to the Company to the effect that registration is not required. In some states, specific conditions must be met or approval of the securities regulatory authorities may be required before any such offer or sale. The Company is under no obligation to register the Securities with the Securities and Exchange Commission or any state agency. If rule 144 is available (and no assurance is given that it will be), only routine sales of the Common Stock in limited amounts can be made after one year following the acquisition date of the Securities, as determined under rule 144(d), in accordance with the terms and conditions of rule 144. The Company is under no obligation to make rule 144 available. In the event rule 144 is not available, compliance with Regulation A or some other disclosure exemption may be required before the Optionee can sell, transfer or otherwise dispose of the Securities without registration. The Company and its registrar and transfer agent will maintain a stop transfer order against the transfer of the Securities, and this Option and any other certificate or agreement representing the Securities is subject to the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR

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TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

The Company may refuse to transfer the Securities to any transferee who does not furnish in writing to the Company the same representations and warranties set forth in this paragraph and agree to the same conditions with respect to such Securities as are set forth herein. The Company may further refuse to transfer the Securities if certain circumstances are present reasonably indicating that the proposed transferee's representations are not accurate. In any event, the Company may refuse to consent to any transfer in the absence of an opinion of legal counsel, satisfactory to and independent of counsel for the Company, that such proposed transfer is consistent with the above conditions and applicable securities laws.

11. Other Limitations and Restrictions. All Options granted hereunder are intended to comply with all applicable conditions of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended ("Rule 16b-3"). To the extent this Option, provision, or any action taken by an administrator fails to so comply and a violation of section 16(b) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), would occur as a result thereof, this Option or provision thereof shall be deemed null and void to the extent permitted by law and deemed advisable by the Board or its duly authorized committee. Furthermore, all Options granted hereunder shall be deemed to contain such other limitation and restriction as are necessary to qualify the Options for the exemption under section 16(b) of the Exchange Act provided in Rule 16b-3.

12. Withholding. The Company is hereby authorized to withhold from any transfer of Common Stock pursuant to the exercise of this Option or from any compensation or other amount owing to Optionee the amount (in cash, Common Stock, or other property) of an applicable withholding taxes in respect of the exercise of this Option and to take such other action as may be necessary, in the option of the Company, to satisfy all obligations for the payment of such taxes. Optionee is hereby expressly authorized to elect to satisfy any tax withholding obligation that may arise upon exercise of this Option by directing the Company to withhold a number of shares of Common Stock otherwise deliverable upon such exercise having a value, determined in accordance with the provisions of this Option, equivalent to the amount of such obligation.

13. Validity and Construction. The validity and construction of this Option shall be governed by the laws of the State of Nevada.

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14. Notice of Disposition. The Optionee shall give notice in writing to the Company of any disposition or transfer of this Option, whether by gift, sale, exchange, or otherwise.

EXECUTED as of the date first above written. 

The Company:                                    COMMUNITY BANK OF NEVADA

                                                By: /s/ EDWARD M JAMISON
                                                    ----------------------------
                                                Duly Authorised Officer

Optionee:
                                                --------------------------------

EXHIBIT "A"

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Form of Exercise
(TO BE SIGNED ONLY UPON EXERCISE OF OPTION)

TO: COMMUNITY BANK OF NEVADA

The undersigned, the owner of the attached Option, hereby irrevocable elects to exercise the purchase rights represented by the Option for, and to purchase thereunder, ________________ shares of Common Stock of Community Bank of Nevada. Enclosed is payment in the amount of $_________________________, the exercise price of the Common Stock to be acquired. Please have the certificate(s) registered it the name of ___________________________________ and delivered to ___________________________________________. If this exercise does not include all of the Common Stock covered by the attached Option, please deliver a new option of like tenor for the balance of the Common Stock to the undersigned at the foregoing address.

DATED this _________________ day of______________________, 20_____.

BY:______________________________________________________ (Signature must be guaranteed by a bank or Registered broker-dealer)

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EXHIBIT 10.3

COMMUNITY BANK OF NEVADA

2000 STOCK APPRECIATION RIGHT PLAN

ADOPTED ON JULY 20, 2000

COMMUNITY BANK OF NEVADA

(THE "COMPANY")

2000 STOCK APPRECIATION RIGHTS PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

This Stock Appreciation Rights Plan (this "Plan") is intended to help attract superior personnel for positions of substantial responsibility with the Company (and its Subsidiaries), to provide such individuals with an additional incentive to contribute to the success of the Company (and its Subsidiaries) to promote the interests of the Company (and its Subsidiaries) by encouraging the Company's (and its Subsidiaries's) employees, Outside Directors and consultants to continue in the service of the Company (and its Subsidiaries), and to provide such persons with incentives and rewards for superior management, growth and protection of the business of the Company (and its Subsidiaries). The Plan provides for the issuance of a maximum of fifty thousand (50,000) Stock Appreciation Rights ("SARs") to such employees, Outside Directors and consultants, at the sole discretion of the Board of Directors.

Capitalized terms are defined in Section 9.

SECTION 2. ADMINISTRATION.

(a) COMMITTEES OF THE BOARD OF DIRECTORS. The Plan may be administered by one or more Committees. Each Committee shall consist of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions with respect to this Plan as the Board of Directors has assigned to it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b) AUTHORITY OF THE BOARD OF DIRECTORS. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Participants and all persons deriving their rights from a Participant.

SECTION 3. ELIGIBILITY.

Only Employees, Outside Directors and Consultants of the Company (and its Subsidiaries) shall be eligible for the grant of "SARs."

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SECTION 4. TERMS AND CONDITIONS OF SARs.

(a) SAR AGREEMENT. Each grant of an SAR shall be evidenced by a SAR Agreement between the Participant and the Company. Such SAR Agreement shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a SAR Agreement. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

(b) MEASURING PERIOD. A SAR shall accrue in value from the Grant Date over a time period established by the Board of Directors, except that in no event shall a SAR be payable within the first six (6) months after the Grant Date. In the written SAR Agreement, the Board of Directors may also provide (but is not required to provide) that a SAR shall be automatically payable on one or more specified dates prior to the normal end of the measuring period upon the occurrence of events selected by the Board of Directors (including, but not limited to, a Change in Control as set forth in Section 4(h) below) that are beyond the control of the Participant. The Board of Directors may provide (but is not required to provide) in the SAR Agreement that in the case of a cash payment such acceleration in payment shall also be subject to discounting the payment to reasonably reflect the time value of money using any reasonable discount rate selected by the Board of Directors in accordance with Treasury Regulations under Code Section 162(m).

(c) NUMBER OF SHARES. Each SAR Agreement shall specify the number of Shares with respect to which each SAR is granted and shall provide for the adjustment of such number in accordance with Section 5.

(d) GRANT PRICE/EXERCISE PRICE. The Grant Price and the Exercise Price of any SAR granted under the Plan shall be determined by the Committee or the Board of Directors in their absolute discretion at the time of the grant of such SAR, and shall be set forth, or a method for determining same shall be set forth, as the case may be, in the respective SAR Agreement.

(e) BENEFIT UPON EXERCISE. The exercise of a SAR with respect to any number of Shares shall entitle a Participant to a payment for each SAR, equal to the excess of (A) the Exercise Price of the SAR over (B) the Grant Price of the SAR.

(f) WITHHOLDING TAXES. As a condition to the exercise of a SAR, the Participant shall make such arrangements as the Board of Directors may require for the satisfaction of any federal, state, local or foreign withholding tax obligations that may arise in connection with such exercise.

(g) EXERCISABILITY. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable, and the method of payment of same. The

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exercisability provisions of any SAR Agreement shall be determined by the Board of Directors at its sole discretion.

(h) ACCELERATED EXERCISABILITY. Unless the applicable SAR Agreement provides otherwise, all of a Participant's SARs shall become exercisable in full if the Company is subject to a Change in Control before the Participant's Service terminates.

(i) BASIC TERM. The SAR Agreement shall specify the term of the SAR. The term shall not exceed five (5) years from the Grant Date. Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when a SAR is to expire.

(j) NONTRANSFERABILITY. Except as provided by the Board in the SAR Agreement, no SAR shall be transferable by the Participant other than by beneficiary designation, will or the laws of descent and distribution. A SAR may be exercised during the lifetime of the Participant only by the Participant or by the Participant's guardian or legal representative. No SAR or interest therein may be transferred, assigned, pledged or hypothecated by the Participant during the Participant's lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process.

(k) EXERCISE OF SARs.

(i) Each SAR shall be exercisable on such date or dates, during such period and with respect to such number of Shares as shall be determined by the Board of Directors and set forth in the SAR Agreement evidencing such SAR. Each SAR shall be subject to such termination, expiration or cancellation provisions as provided in the SAR Agreement evidencing such SAR.

(ii) Unless otherwise provided in the Plan, each SAR may be exercised in whole or in part, as provided in the applicable SAR Agreement. If permitted, the partial exercise of a SAR shall not cause the expiration, termination or cancellation of the remaining portion thereof.

(iii) A SAR shall be exercised by delivering written notice to the Company's principal office, to the attention of the officer designated by the Company ("Notice of Exercise"). The initial officer designated for such purpose shall be the President of the Company. Such notice shall specify the number of Shares with respect to which the SAR is being exercised and the effective date of the proposed exercise, which in no event shall be prior to the date such SAR became exercisable (the "Exercise Date") and shall be signed by the Participant.

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(iv) During the lifetime of a Participant, each SAR granted to him/her shall be exercisable only by him/her. No SAR shall be assignable or transferable otherwise other than by will, the laws of descent and distribution, and only to the limited extent provided for herein.

(v) If a Participant's Service terminates for any reason other than the Participant's death, then the Participant's SARs shall expire.

The Participant may exercise all or part of the Participant's SARs at any time before the expiration of such SARs under the preceding provisions, but only to the extent that such SARs had become exercisable before the Participant's Service terminated (or became exercisable as a result of the termination). The balance of such SARs shall lapse when the Participant's Service terminates. In the event that the Participant dies before the termination of the Participant's Service and before the expiration of the Participant's SARs, all or part of such SARs may be exercised (prior to expiration) by the executors or administrators of the Participant' s estate or by any person who has acquired such SARs directly from the Participant by beneficiary designation, bequest or inheritance, but only to the extent that such SARs had become exercisable before the Participant's Service terminated (or became exercisable as a result of the termination), as provided below in Subsection (n).

(l) FORM OF PAYMENT. Payment pursuant to a SAR may be made (i) in cash,
(ii) in shares of Stock, (iii) a promissory note (on such payment, interest and other terms as the Board determines in its sole and absolute discretion), or
(iv) in any combination of the above, as the Board of Directors shall determine in its sole and absolute discretion. The Board of Directors may elect to make this determination either at the time the SAR is granted, at the time of payment or at any time in between such dates. However, any SAR paid upon or subsequent to the occurrence of a Change in Control (as defined in Section 9) shall be paid in cash.

(m) LEAVES OF ABSENCE. For purposes of Subsection (i) above, Service shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was previously approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company).

(n) DEATH OF PARTICIPANT. If permitted by the Board of Directors, a Participant may name a beneficiary or beneficiaries to whom any vested but unpaid SAR shall be paid in the event of the Participant's death. Each such designation shall revoke all prior designations by the Participant and shall be effective only if given in a form and manner acceptable to the Board of Directors. In the absence of any such designation, any vested benefits remaining unpaid at the Participant's death shall be paid to the Participant's estate and, subject to the terms of the Plan and of the applicable SAR agreement, any unexercised vested SAR may be exercised by the administrator or executor of the Participant's estate, and the Exercise Price shall be the Book Value as of the Participant's date of death. No such transfer or distribution of any SAR, or the right to exercise any SAR shall be effective to bind the Company unless the Board of Directors shall have

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been furnished with (a) written notice thereof, and with a copy of the will and/or such evidence as the Board of Directors may deem necessary to establish the validity of the transfer and (b) an agreement by the transferee to comply with all the terms and conditions of the SAR that are or would have been applicable to the Participant and to be bound by the acknowledgments made by the Participant in connection with the grant of the SAR. If a Participant dies while the Participant is in Service, then all or part of the Participant's SARs may be exercised at any time before the expiration of such SARs under the preceding sentence by the executors or administrators of the Participant's estate or by any person who has acquired such SARs directly from the Participant by beneficiary designation, bequest or inheritance, but only to the extent that such SARs had become exercisable before the Participant's death or became exercisable as a result of the death. The balance of such SARs shall lapse when the Participant dies.

(o) NO RIGHTS AS A STOCKHOLDER. A Participant, or a transferee of a Participant, shall have no rights to receive any Stock and no rights as a stockholder with respect to or as a result of any SAR granted under the Plan.

(p) MODIFICATION, EXTENSION AND ASSUMPTION OF SARs. Within the limitations of the Plan, the Board of Directors may modify, or extend outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or another issuer) in return for the grant of new SARs with respect to the same or a different number of Shares and at the same or a different Exercise Price. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Participant, impair the Participant's rights or increase the Participant's obligations under such SAR.

SECTIONS 5. ADJUSTMENT OF SARs.

(a) GENERAL. In the event of a issuance of additional stock in the Company, a subdivision of the Company's outstanding Stock, a declaration of a dividend by the Company payable in Stock, a combination or consolidation of the outstanding Stock into a lesser number of Stock, a recapitalization, a spin-off, a reclassification or a similar occurrence, the Board of Directors shall make appropriate adjustments in one or more of (i) the number of Shares, with respect to which any SAR has been granted, covered by each outstanding SAR and/or (ii) the Grant Price under each outstanding SAR.

(b) MERGERS AND CONSOLIDATIONS. Notwithstanding anything else herein to the contrary, in the event that the Company is a party to a merger or consolidation, outstanding SARs shall be subject to the agreement of merger or consolidation and such agreement, without the Participants' consent, may provide for the continuation of such outstanding SARs by the Company (if the Company is the surviving corporation).

(c) INITIAL PUBLIC OFFERING. For any SAR Grant after an IPO, and any post IPO exercise of any SAR granted prior to the IPO, all references to "Book Value" shall be deemed to be the "Fair Market Value" of a Share on the relevant day. Fair Market Value of a Share with respect to any day

5

shall be (i) the average of the high and low sales prices on such day of a Share as reported on the principal securities exchange on which a Share is then listed or admitted to trading or (ii) if not so reported, the average of the closing bid and ask prices on such day as reported on the National Association of Securities Dealers Automated Quotation System or (iii) if not so reported, as furnished by any member of the National Association of Securities Dealers, Inc. selected by the Board of Directors. In the event that the price of a Share shall not be so reported, the Fair Market Value of a Share shall be determined by the Board of Directors in its absolute discretion.

(d) RESERVATION OF RIGHTS. Except as provided in this Section 5, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of the Company of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of the Company of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the Grant Price or the number of Shares as to which any SAR has been granted. The grant of a SAR pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets.

SECTION 6. SECURITIES LAW REQUIREMENTS.

SARs shall not be issued under the Plan unless the issuance thereof and all payments to be made by the Company upon the exercise thereof shall comply with (or are exempt from) applicable requirements of law, including, without limitation, (i) any applicable regulatory law or regulation, and (ii) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company's securities may then be traded.

SECTION 7. NO RETENTION RIGHTS.

Nothing in the Plan or in any SAR granted under the Plan shall confer upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause, subject to any written employment agreement between Company and Participant.

SECTION 8. DURATION AND AMENDMENTS.

(a) TERM OF THE PLAN. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors. The Plan shall terminate automatically 10 years after its adoption by the Board of Directors and may be terminated on any earlier date pursuant to Subsection (b) below.

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(b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may amend, suspend or terminate the Plan at any time and for any reason.

(c) FORMATION OF HOLDING COMPANY. If the Company forms a Holding Company (as defined below) then the Plan shall apply to the Holding Company, and all references in the Plan to "Company" shall automatically be converted to and deemed to be the "Holding Company"; and all references to "Stock" and "Shares" and "Book Value" hereunder shall automatically be converted to and deemed to be Stock and Shares and Book Value of the Common Stock of the Holding Company without any further action by the Company, the Participant(s) or the Holding Company.

(d) EFFECT OF AMENDMENT OR TERMINATION. No SARs shall be issued under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any SAR previously granted under the Plan, or the Participant's right to receive payment in respect thereof, in accordance with the Plan and the applicable SAR Agreement.

SECTION 9. DEFINITIONS.

(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company, as constituted from time to time.

(b) "BOOK VALUE" shall mean the per share value of the Company and its Subsidiary(ies) on a consolidated basis as shown on their respective balance sheets, or per share value of the Holding Company and its Subsidiary(ies), as the case may be, except in the event of a Change in Control, Book Value shall be the price paid for Shares in connection with same.

(c) "CHANGE IN CONTROL" shall mean:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization, 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; or

(ii) The sale, transfer or other disposition of all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company's incorporation or to create a holding company (a "Holding Company") that will be owned in substantially the same proportions by the persons who held the Company's securities immediately before such transaction.

(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

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(f) "COMPANY" shall mean Community Bank of Nevada, a Nevada corporation, or its Holding Company, as the case may be.

(g) "CONSULTANT" shall mean a person who performs bona fide services for the Company, a Parent or a Subsidiary as a consultant or advisor, excluding Employees and Outside Directors.

(h) "EMPLOYEE" shall mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary.

(i) "EXERCISE DATE" shall mean the date, which in no event shall be prior to the date such SAR became exercisable or after it terminates, that the Participant notifies the Company in writing (pursuant to the notice provisions hereof) of his or her election to exercise a SAR.

(j) "EXERCISE PRICE" shall mean the Book Value of a Share on the Exercise Date as reflected on the most recent consolidated quarterly financial statements of the Company.

(k) "GRANT DATE" shall be the effective date of the grant of the SAR to a Participant as reflected in the respective SAR Agreement.

(l) "GRANT PRICE" shall mean the Book Value of a Share on the Grant Date as reflected on the most recent consolidated financial statement of the Company.

(m) "IPO" shall mean the effectiveness of a Registration Statement covering the initial firmly underwritten public offering of the Company's Common Stock under the Securities Act of 1933, as amended.

(n) "OUTSIDE DIRECTOR" shall mean a member of the Board of Directors who is not an Employee.

(o) "PARENT" shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

(p) "PARTICIPANT" shall mean an individual who holds a SAR.

(q) "PLAN" shall mean this Community Bank of Nevada 2000 Stock Appreciation Rights Plan.

(r) "SAR" shall mean a Participant's right to receive a payment for the appreciation in value of each Share over the Measuring Period with respect to which such right has been granted in an amount determined as provided in Section 4 of the Plan, subject to the terms and conditions of the applicable SAR Agreement.

8

an amount determined as provided in Section 4 of the Plan, subject to the terms and conditions of the applicable SAR Agreement.

(s) "SAR AGREEMENT" shall mean the agreement between the Company and a Participant which contains the terms, conditions and restrictions pertaining to the particular Participant's SARs.

(t) "SERVICE" shall mean service as an Employee, Outside Director or Consultant.

(u) "SHARE" shall mean one share of Stock, as adjusted in accordance with
Section 5 (if applicable).

(v) "STOCK" shall mean the Common Stock of the Company, with a par value of $1.00 per Share.

(w) "SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

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TABLE OF CONTENTS 

                                                                                         Page No
                                                                                         -------
SECTION 1.   ESTABLISHMENT AND PURPOSE ................................................     1

SECTION 2.   ADMINISTRATION ..........................................................      1

     (a)     Committees of the Board of Directors .....................................     1
     (b)     Authority of the Board of Directors ......................................     1

SECTION 3.   ELIGIBILITY ..............................................................     1

SECTION 4.   TERMS AND CONDITIONS OF SARs .............................................     2

     (a)     SAR Agreement ............................................................     2
     (b)     Measuring Period .........................................................     2
     (c)     Number of Shares .........................................................     2
     (d)     Grant Price/Exercise Price ...............................................     2
     (e)     Benefit Upon Exercise ....................................................     2
     (f)     Withholding Taxes ........................................................     2
     (g)     Exercisability ...........................................................     2
     (h)     Accelerated Exercisability ...............................................     3
     (i)     Basic Term ...............................................................     3
     (j)     Nontransferability .......................................................     3
     (k)     Exercise of SARs .........................................................     3
     (l)     Form of Payment ..........................................................     4
     (m)     Leaves of Absence ........................................................     4
     (n)     Death of Participant .....................................................     4
     (o)     No Rights as a Stockholder ...............................................     5
     (p)     Modification, Extension and Assumption of SARs ...........................     5

SECTION 5.   ADJUSTMENT OF SARs .......................................................     5

     (a)     General ..................................................................     5
     (b)     Mergers and Consolidations ...............................................     5
     (c)     Initial Public Offering ..................................................     5
     (d)     Reservation of Rights ....................................................     6

SECTION 6.   SECURITIES LAW REQUIREMENTS ..............................................     6

SECTION 7.   NO RETENTION RIGHTS ......................................................     6

i 
SECTION 8.   DURATION AND AMENDMENTS ..................................................     6

     (a)     Term of the Plan .........................................................     6
     (b)     Right to Amend or Terminate the Plan .....................................     7
     (c)     Formation of Holding Company .............................................     7
     (d)     Effect of Amendment or Termination .......................................     7

SECTION 9.   DEFINITIONS ..............................................................     7

     (a)     "Board of Directors" .....................................................     7
     (b)     "Book Value" .............................................................     7
     (c)     "Change in Control" ......................................................     7
     (d)     "Code" ...................................................................     7
     (e)     "Committee" ..............................................................     8
     (f)     "Company" ................................................................     8
     (g)     "Consultant" .............................................................     8
     (h)     "Employee" ...............................................................     8
     (i)     "Exercise Date" ..........................................................     8
     (j)     "Exercise Price" .........................................................     8
     (k)     "Grant Date" .............................................................     8
     (l)     "Grant Price" ............................................................     8
     (m)     "IPO" ....................................................................     8
     (n)     "Outside Director" .......................................................     8
     (o)     "Parent" .................................................................     8
     (p)     "Participant" ............................................................     8
     (q)     "Plan" ...................................................................     8
     (r)     "SAR" ....................................................................     8
     (s)     "SAR Agreement" ..........................................................     9
     (t)     "Service" ................................................................     9
     (u)     "Share" ..................................................................     9
     (v)     "Stock" ..................................................................     9
     (w)     "Subsidiary" .............................................................     9

ii

EXHIBIT 10.4

CITY CENTRE PLACE

400 S. Fourth Street
Las Vegas, Nevada

LEASE AGREEMENT

between

INTOWN OFFICE, LLC

and

Community Bank of Nevada

Dated April 5th, 2002

CITY CENTRE PLACE

LEASE SUMMARY 

1.      Landlord:                     Intown Office, LLC

2.      Tenant:                       Community Bank of Nevada

3.      Guarantor:                    n/a

4.      Premises:                     Suite No. ______________________________

5.      Rentable Square Feet:         10,512 (total); 5,910 (1st floor) & 4,602
                                      (2nd floor)

6.      Usable Square Feet:           9,613 (total); 5,151 (1st floor) & 4,012
                                      (2nd floor)

7.      Commencement Date:            Earlier of August 1, 2002 or Substantial
                                      Completion

8.      Expiration Date:              August 31, 2012

9.      Term:                         10 Years and 1 month

10.     Rent Commencement Date:       1 month after lease commencement

11.     Initial Base Rent (Monthly):  $23,855.46

12.     Increase in Base Rent:        See Section 1.2

13.     Security Deposit:             $23,855.46

14.     Parking Spaces and
        Monthly Fee per Space:        Executive Parking (@ $100/space/month):
                                                        14-16: (10 employee* and
                                                        4-6 customer)
                                      Unreserved Parking (@ $75/space/month): 15

15.     Base Operating Expenses:      Base Year 2002

16.     Tenant's Pro Rata Share
        of the Building               10.1%

17.     Broker:                       None

18.     Option to Renew:              (2) two, five (5) year options (See
                                      Exhibit J)

Note: This Lease Summary does not in any way modify the terms of the Lease Agreement, but rather is for information purposes only. The Lease Agreement should be consulted for all specific terms and in the event of any conflict between this Lease Summary and the Lease Agreement, the Lease Agreement shall control.

* AS AMENDED [ILLEGIBLE]/[ILLEGIBLE]

TENANT LANDLORD

LEASE AGREEMENT

TABLE OF CONTENTS 

ARTICLES                                                                            PAGE
--------                                                                            ----
ARTICLE 1  DEFINITIONS..........................................................      1
ARTICLE 2  GRANT OF LEASEHOLD ESTATE............................................      5
ARTICLE 3  LEASE TERM...........................................................      5
ARTICLE 4  USE OF PREMISES AND COMMON AREAS.....................................      5
ARTICLE 5  BASE RENT AND ADDITIONAL RENT........................................      6
ARTICLE 6  BASE RENT ADJUSTMENT.................................................      7
ARTICLE 7  SERVICES TO BE FURNISHED BY LANDLORD.................................      8
ARTICLE 8  IMPROVEMENTS TO BE MADE BY LANDLORD..................................      9
ARTICLE 9  MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD.......................     10
ARTICLE 10 SIGNAGE..............................................................     10
ARTICLE 11 CARE OF THE PREMISES BY TENANT.......................................     11
ARTICLE 12 REPAIRS AND ALTERATIONS BY TENANT ...................................     11
ARTICLE 13 USE OF ELECTRICAL SERVICES BY TENANT.................................     12
ARTICLE 14 LAWS AND REGULATIONS.................................................     13
ARTICLE 15 BUILDING RULES.......................................................     14
ARTICLE 16 ENTRY BY LANDLORD....................................................     14
ARTICLE 17 ASSIGNMENT AND SUBLETTING............................................     14
ARTICLE 18 LIENS................................................................     16
ARTICLE 19 INSURANCE............................................................     16
ARTICLE 20 INDEMNITY............................................................     17
ARTICLE 21 DAMAGE OR DESTRUCTION TO BUILDING....................................     18
ARTICLE 22 CONDEMNATION.........................................................     19
ARTICLE 23 DAMAGES FROM CERTAIN CAUSES..........................................     19
ARTICLE 24 EVENTS OF DEFAULT....................................................     19
ARTICLE 25 LANDLORD'S REMEDIES..................................................     20
ARTICLE 26 LANDLORD'S DEFAULT ..................................................     23
ARTICLE 27 PEACEFUL ENJOYMENT...................................................     24
RELOCATION RIGHT................................................................     24
ARTICLE 28 HOLDING OVER.........................................................     24
ARTICLE 29 SUBORDINATION TO MORTGAGE............................................     24
ARTICLE 30 RESERVED.............................................................     25
ARTICLE 31 BANKRUPTCY OR INSOLVENCY.............................................     25
ARTICLE 32 AMERICANS WITH DISABILITIES ACT......................................     26
ARTICLE 33 ATTORNEY FEES........................................................     27
ARTICLE 34 NO IMPLIED WAIVER....................................................     27
ARTICLE 35 LIMITATION OF LANDLORD LIABILITY.....................................     27
ARTICLE 36 SECURITY DEPOSIT.....................................................     27
ARTICLE 37 NOTICE...............................................................     27
ARTICLE 38 SEVERABILITY.........................................................     28


ARTICLE 39 RECORDATION..........................................................     28
ARTICLE 40 GOVERNING LAW........................................................     28
ARTICLE 41 FORCE MAJEURE........................................................     28
ARTICLE 42 TIME OF PERFORMANCE..................................................     28
ARTICLE 43 TRANSFERS BY LANDLORD................................................     29
ARTICLE 44 COMMISSIONS..........................................................     29
ARTICLE 45 EFFECT OF DELIVERY OF THIS LEASE.....................................     29
ARTICLE 46 CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY...........................     29
ARTICLE 47 JOINT AND SEVERAL LIABILITY..........................................     29
ARTICLE 48 INTERPRETATION.......................................................     29
ARTICLE 49 INCORPORATE OF PRIOR AGREEMENTS; MODIFICATIONS.......................     30
ARTICLE 50 WAIVER OF JURY TRIAL.................................................     30
ARTICLE 51 ESTOPPEL CERTIFICATES................................................     30
ARTICLE 52 NO MERGER............................................................     30
ARTICLE 53 COUNTERPARTS.........................................................     30
ARTICLE 54 EXHIBITS.............................................................     31

LIST OF EXHIBITS 

                                                                                       Principal Reference
Exhibit                                 Description                                   "In Section/Article"
-------                                 -----------                                   --------------------
"A"      Legal Description......................................................                1.3
"B"      Floor Plan of Premises.................................................               1.15
"C"      Parking Agreement......................................................             4.2(ii)
"D"      Work Letter............................................................                  8
"E"      Building Rules and Regulations.........................................                 15
"F"      Commencement Memorandum................................................                1.7
"G"      Guaranty of Lease......................................................               31.4
"H"      Estoppel Certificate...................................................                 51
"I"      Subordination, Non-Disturbance, and Attornment Agreement...............                 51
"J"      Option Agreement ......................................................               1.12

CITY CENTRE PLACE

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Lease"), is made and entered into as of the 3rd day of April, 2002, between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord"), and COMMUNITY BANK OF NEVADA ("Tenant").

NOW, THEREFORE, Landlord and Tenant agree as follows:

ARTICLE 1
DEFINITIONS

1.1 "Allowance" shall mean an amount equal to $320,705.

1.2 "Base Rent" shall be determined as follows:

(i) Rent during the first month shall be abated.

(ii) During months two (2) through twenty-five (25) of the Lease Term, the Base Rent shall be Twenty-Three Thousand Eight Hundred Fifty-Five Dollars and 46 Cents ($23,855.46) per month.

(iii) During months twenty-six (26) through sixty-one (61) of the Lease Term, the Base Rent shall be Twenty-Five Thousand Three Hundred Eight Dollars and 26 Cents ($25,308.26) per month.

(iv) During months Sixty-two (62) through ninety-seven (97) of the Lease Term, the Base Rent shall be Twenty-Seven Thousand Three Hundred Eighty-Six Dollars and 52 Cents ($27,386.52) per month.

(v) During months ninety-eight (98) through one hundred twenty one
(121) of the Lease Term, the Base Rent shall be Twenty-Nine Thousand Sixty-Two Dollars and 80 Cents ($29,062.80) per month.

Contemporaneously with Tenant's execution hereof, Tenant shall pay to Landlord the Base Rent due for the first full calendar month during the Lease Term

1.3 "Building" shall mean (i) the parcel of real property described in Exhibit "A" attached hereto and incorporated herein; (ii) the office building and parking structure built or to be built on such parcel of real property; and
(iii) any and all other improvements thereon and appurtenances thereto. The street address of the Building is City Centre Place, 400 S. Fourth Street, Las Vegas, Nevada; such street address may be modified by Landlord from time to time during the Lease Term.

1.4 "Building Core" shall mean the area within the outermost finish face of that portion of the Building that incorporates those areas that provide service to the tenants of that floor and to the Building. Such areas of service are: restroom facilities for men and women along with the vestibule therefor and access areas thereto; electrical, mechanical, and telephone rooms; janitorial closets; elevators and service elevators; lobby; stairs; vestibules; and all vertical floor penetrations for mechanical, electrical, and plumbing systems for the Building.

1.5 "Building Shell" shall mean the condition of the Building completed with the following improvements: (i) outside walls (not including drywall), core walls, and elevator lobby areas completed to building standard condition for public areas; (ii) unfinished concrete floors throughout the Premises, broom clean; (iii) building standard 110 volt 220 amp. power supplied to the Building Core along with

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277/480 volt fluorescent lighting power supplied to the Building Core; (iv) men's and ladies' restroom facilities with building standard finished located on each floor on which the Premises are located; (v) building standard voice communication speakers and smoke detectors in accordance with applicable building codes and provided only at the core; and (vi) mechanical, electrical, plumbing, life safety, heating, air conditioning and ventilation in Building Core area as required to connect to and service the Premises.

1.6 "Commencement Date" shall mean the earlier of the date that Tenant actually commences any business operations from the Premises or August 1, 2002.

1.7 "Commencement Memorandum" shall mean a document similar to Exhibit "F" attached hereto. The Commencement Memorandum, among other things, shall contain a reference to the Rentable Area of the Premises and Usable Area of the Premises. Tenant agrees that the Rentable Area and Usable Area of the Premises stated in the Commencement Memorandum shall be binding throughout the Lease Term.

1.8 "Default Interest Rate" shall mean the lesser of eighteen percent (18%) per annum or the maximum interest rate permitted by law, if any.

1.9 "Expense Stop" shall mean the amount (per square foot of Rentable Area of the Premises) that Landlord herewith agrees to expend as its share of Operating Expense (which shall be a credit for Tenant to apply to offset Operating Expenses charged to the Premises), which shall be equal to the total amount of Operating Expenses for calendar year 2002 (the "Base Year") allocated on a per square foot of Rentable Area in the Building; provided, however, that if occupancy of the Building during the Base Year is less than ninety-five percent (95%), Operating Expenses for the Base Year shall be "grossed up" to that amount of Operating Expenses that, using reasonable projections, would normally be expected to be incurred if the Building were ninety-five percent (95%) occupied during the Base Year; provided, further, that to the extent that for any reason the Building was only in operation for a portion of the Base Year, Operating Expenses for the Base year shall be "grossed up" and shall reflect such adjustments for seasonality and otherwise as Landlord deems appropriate to that amount of Operating Expenses that, using reasonable projections and assumptions, would normally be expected to be incurred if the Building had been in operation during the entire Base Year. With respect to Real Property Taxes included in Operating Expenses for the Base Year, such amount shall be determined under the assumption that the Building is fully assessed as a completed and occupied unit. Landlord shall provide Tenant with a written copy of its determination of the Base Year Operating Expenses within a reasonable time after Landlord's calculation of the actual Base Year Operating Expenses, including any "gross-up" pursuant to the provisions of this Paragraph. The determination of the Base Year Operating Expenses and the "gross-up" shall be as reasonably determined by Landlord in accordance with the definition of Operating Expenses in Section 1.14 hereof and subject to Tenant's audit rights set forth in Section 6.3 hereof

1.10 "Laws" shall mean all applicable statutes, regulations, ordinances, requirements and orders promulgated by any federal, state, local or regional governmental authority now in force or in force after the Commencement Date.

1.11 "Lease Interest Rate" shall mean the lesser of (i) that fluctuating rate of interest equal to two percentage points (2%) over the rate of interest announced from time to time by Bank of America, as its prime or reference commercial lending rate (or in the event such bank ceases to announce such rate, then by such other federally regulated banking institution as Landlord shall determine), or (ii) the maximum interest rate permitted by law, if any.

1.12 "Lease Term" shall mean the term commencing on the Commencement Date and continuing until one hundred twenty one (121) months after the first day of the first full calendar month following the Commencement Date; provided, however, that the term of Tenant's and Landlord's rights and obligations hereunder may be extended pursuant to Exhibit "J" attached hereto.

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1.13 "Mortgagee" shall mean the mortgagee under a mortgage or beneficiary under a deed of trust holding a lien encumbering the Building or any holder of a ground leasehold interest in the Building or any part thereof.

1.14 "Operating Expenses" shall mean all reasonable costs of any kind actually paid or incurred by Landlord in owning, operating, cleaning, equipping, protecting, lighting, repairing, replacing, heating, air-conditioning and maintaining the Building as a first class office project, and a proration of Operating Expenses for all common areas within City Centre Place as determined by Landlord (subject to Tenant's right of audit as set forth in section 6.3(a) hereof), including by way of illustration but not limitation, all of the following: (i) all amounts charged to the Building pursuant to any covenants, codes, restrictions, or agreements with respect to the real property; (ii) Real Property Taxes; (iii) all costs, charges and surcharges for utilities, water, sewage, janitorial, waste disposal and refuse removal and all other utilities and services provided to the Building; (iv) insurance costs for which Landlord is responsible under this Lease or which Landlord or any Mortgagee deems necessary or prudent; (v) any costs levied, assessed or imposed pursuant to any applicable Laws; (vi) the cost (amortized over such period as Landlord reasonably determines together with interest at the Lease Interest Rate on the unamortized balance) of any capital improvements to the Building or equipment replacements made by Landlord after the Commencement Date that are intended to reduce other Operating Expenses or are required by any Laws or are reasonably necessary in order to operate the Building at the same quality level as prior to such replacement; (vii) costs and expenses of operation, repair and maintenance of all structural and mechanical portions and components of the Building including, without limitation, plumbing, communication, heating, ventilating and air-conditioning ("HVAC"), elevator, and electrical and other common Building systems; (viii) a pro rata portion of the market rate cost of the management office rental for City Centre Place; (ix) all costs incurred in the management and operation of the Building including, without limitation, gardening and landscaping, maintenance of all parking areas, structures and garages, maintenance of signs, resurfacing and repaving, painting, lighting, cleaning, and provision of Building security; (x) all personal property taxes levied on or attributable to personal property used in connection with the Building; (xi) depreciation on personal property owned by Landlord which is consumed in the operation or maintenance of the Building; (xii) rental or lease payments paid by Landlord for rented or leased personal property used in the operation or maintenance of the Building; (xiii) management fees, wages, salaries and other labor costs incurred in the management and operation of the Building which management fees shall not exceed the average fair market rate charged for third party management of Class A office Buildings in the Las Vegas Nevada market;
(xiv) fees for required licenses and permits; (xv) reasonable legal, accounting and other professional fees; (xvi) reasonable and appropriate reserves for repair and replacement; and (xvii) a reasonable allowance to Landlord for supervision of all of the foregoing at the market rate for such services for Class A office Buildings in the Las Vegas Nevada market, not to exceed five percent (5%) of the total of all other Operating Expenses. If the project is not fully occupied during any portion of the Lease Term, Landlord shall make an appropriate adjustment to Operating Expenses for such period employing sound accounting and management principles, to determine the amount of Operating Expenses that would have been incurred had the Building been fully occupied during such period (collectively referred to as "Grossed-Up"). Operating Expenses shall not include (i) depreciation of the Building or equipment therein, (ii) commissions of real estate brokers and leasing agents, (iii) any amounts expended for tenant improvements, and (iv) overhead and profit increment (including any kickbacks or contract award fees) paid to Landlord or to subsidiaries of Landlord or companies owned by relatives of Landlord's owners or shareholders, or affiliates of Landlord, for goods and/or services in the Building to the extent the same exceeds the costs of such goods and/or services that would have been rendered by unaffiliated third parties on a competitive basis to the Building.

1.15 "Premises" shall mean that space outlined on the floor plan attached to this Lease as Exhibit "B" and incorporated herein. The Premises are stipulated for all purposes to contain Ten Thousand Five Hundred Twelve (10,512) square feet of Rentable Area.

1.16 "Real Property Taxes" shall mean and include any form of tax, assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, penalty, tax or similar imposition,

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imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, lighting, drainage, transportation, air pollution, environmental or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Building and/or the Premises, including, but not limited to, the following: (i) any tax on Landlord's "right" to rent or "right" to other income from the Premises or as against Landlord's business of leasing the Premises;
(ii) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of Real Property Taxes (it is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of "Real Property Taxes" for the purposes of this Lease); (iii) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or the rent payable hereunder; (iv) any assessment, tax, fee, levy or charge upon this transaction creating or transferring an interest or an estate in the Premises; (v) any assessment, tax, fee, levy or charge based upon the number of people employed, working at, or using the Premises or the Building, or utilizing public or private transportation to commute to the Premises or the Building; and (vi) reasonable legal and other professional fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Real Property Taxes shall not include federal or state income, franchise, inheritance or estate taxes of Landlord or any of the parties which comprise Landlord.

1.17 "Rentable Area" of the Premises shall mean the total of the following measurements to be determined by Landlord: (i) the entire area included within the Premises, being the area bounded by the inside surface of any exterior glass walls (or the inside surface of the permanent exterior wall where there is no glass) of the Building bounding the Premises, the exterior of all walls separating the Premises from any public corridors or other public areas (together with any portion of the public corridor required for the build out of the Premises), and the centerline of all walls separating the Premises from other areas leased or to be leased to other tenants; (ii) a pro rata portion based on the space occupied on the floor or floors on which the Premises is located (the "Floor(s)") of the areas covered by the elevator lobbies, corridors, restrooms, and by mechanical rooms, electrical rooms and telephone closets situated on the Floor(s) (such pro rata portion shall be the same percentage that the amount of Rentable Area in the Premises bears to the Rentable Area on the Floor(s) on which the Premises is located), other than those servicing the entire Building; and (iii) a pro rata portion of the lobby area on the ground floor of the Building and of the area of the Building containing the electrical/emergency equipment, fire pump equipment, electrical switching gear, telephone equipment, mail delivery room and other facilities serving the Building (such pro rata portion shall be the same percentage that the amount of Rentable Area of the Premises bears to the total Rentable Area in the entire Building). The Building is stipulated for all purposes to contain One Hundred Three Thousand One Hundred Ninety-Nine (103,199) square feet of Rentable Area.

1.18 "Security Deposit" shall mean the sum of Twenty-Three Thousand Eight Hundred Fifty-Five Dollars and 46 Cents ($23,855.46).

1.19 "Tenant's Share" shall be 10.1%.

1.20 "Usable Area" for the Premises shall be based on a Building Common Area Factor of 14.7157% and shall be used to describe the Rentable Area for the Premises, minus the following reductions as determined by Landlord: the sum of
(i) the Premises pro rata portion of the lobby area on the ground floor and electrical/emergency equipment, fire pump equipment, electrical switching gear, telephone equipment, mail delivery facilities, elevator penthouse, security rooms, trash rooms and other areas which service the entire Building as specified in the definition of Rentable Area, and (ii) the Premises' pro rata portion of the space occupied on the floor(s) of the Premises covered by the elevator lobbies, corridors, restrooms, mechanical rooms, electrical rooms and telephone closets situated on such floors as specified in the definition of Rentable Area.

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ARTICLE 2
GRANT OF LEASEHOLD ESTATE

Subject to and upon the terms and conditions herein set forth, Landlord hereby leases to Tenant hereby and Tenant leases from Landlord the Premises.

ARTICLE 3
LEASE TERM

3.1 Delivery of Possession. Landlord will construct or install in the Premises the Base Building Improvements (as defined in the Work Letter) to be constructed or installed by Landlord according to the Work Letter. Tenant shall construct all Tenant Improvements (as defined in the Work Letter) at its sole cost and expense other than the Allowance, in accordance with the terms of the Work Letter. Landlord will be deemed to have delivered possession of the Premises to Tenant on the Commencement Date, regardless of the status of completion of the Tenant Improvements to be constructed by Tenant. Tenant acknowledges that neither Landlord nor its agents or employees have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any tenant improvements to the Premises except as expressly provided in this Lease and the Work Letter. If for any reason Landlord cannot deliver possession of the Premises to Tenant on or before the date the building permit is issued for the tenant improvements, this Lease will not be void or voidable and Landlord will not be liable to Tenant for any resultant loss or damage.

3.2 Term. The term of this Lease is the Lease Term.

ARTICLE 4
USE OF PREMISES AND COMMON AREAS

4.1 Premises. The Premises shall be used as follows: (i) the portion of the Premises located on the second floor of the Building shall be used for general office purposes and for no other purposes; (ii) the portion of the Premises located on the first floor of the Building shall be used for general office purposes and a full service bank and such other purposes as are consistent with the operation of a full service bank, and for no other purposes. Tenant will use the Premises in a careful, safe, and proper manner. Tenant agrees not to use or permit the use of the Premises for any purpose which is illegal or prohibited by any applicable law, or which, in Landlord's reasonable opinion, creates a nuisance or would increase the cost of insurance coverage with respect to the Building. Tenant shall not use or occupy the Premises in violation of such rules and regulations described in Article 15 below nor in violation of any other laws, recorded covenants, conditions or restrictions affecting the Building. Tenant shall not with respect to the Premises or any portion of it, either itself or allow others to use the Premises in any way which would violate the terms of any exclusive uses granted by Landlord to other lessees in the Building or use the Premises for a primary use which is substantially the same primary use of any other store or tenant on the first floor of the Building. Tenant shall not place a load upon the Premises exceeding the average pounds live load per square foot of floor area specified for the Building by Landlord's architect, with the partitions to be considered part of the live load, unless approved by the Landlord's architect. Landlord and Tenant shall mutually agree, prior to the Commencement Date, on the weight and position of all safes, files, vaults, or other heavy equipment which Tenant's business requires to be placed within the Premises, so as to distribute properly the weight thereof.

4.2 Common Areas of Building. Tenant shall have the nonexclusive right to use in common with other tenants in the Building, and subject to the rules of the Building referred to in Article 15 below, the following areas ("Common Areas") appurtenant to the Premises: (i) the common entrances, lobbies, restrooms, elevators, stairways and accessways, loading docks, ramps, drives and platforms and any passageways and serviceways thereto, and the common pipes, conduits, wires and appurtenant equipment serving the Premises; and (ii) parking areas (subject to the provisions of the Parking

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Agreement attached hereto as Exhibit "C"), loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways and landscaped areas appurtenant to the Building.

4.3 Landlord's Rights in Common Areas. Landlord reserves the right from time to time without unreasonable interference with Tenant's use: (i) to install, use, maintain, repair and replace pipes, ducts, conduits, wires and appurtenant meters and equipment for service to other parts of the Building above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas, and to relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment included in the Premises which are located in the Premises or located elsewhere outside the Premises, and to expand the Building; (ii) to make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways and, subject to the Parking Agreement, parking spaces and parking areas, provided that no such changes shall materially impair the ability of Tenant's employees and customer to gain reasonable access to the Premises; (iii) to close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (iv) to use the Common Areas while engaged in making additional improvements, repairs or alterations to the Building, or any portion thereof; and (v) to do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Building as Landlord may, in the exercise of sound business judgment, deem to be appropriate.

4.4 No-Smoking. Tenant acknowledges that the Building is a non-smoking facility and that smoking is prohibited in all areas of the Building, including the Premises and Common Areas, except that persons may smoke in the outdoor smoking areas designated by Landlord. Tenant shall not permit any of its officers, employees, agents, guests or invitees, to smoke anywhere in the Premises or the Building other than those specially designated outdoor smoking areas designated by Landlord. Landlord reserves the right to modify or eliminate the outdoor smoking areas from time to time, as it chooses in its sole discretion; provided that the reference to elimination thereof does not indicate that Landlord may elect to change the Building to a smoking building and the parties agree that the Building is intended to remain a no-smoking facility (other than the designated smoking areas) unless mutually agreed by the parties or to the extent Landlord is required by law to permit smoking.

4.5 Exclusive Use. During the Term of this Lease, as long as Tenant is not in material default and is operating in accordance with the permitted uses specified in section 4.1 hereof, Tenant shall have the exclusive use in the entire Building to operate a full-service federally or state chartered bank or as a credit union offering full service banking services; provided that Landlord's obligation with respect to this grant of exclusive use shall be limited to (i) not hereafter leasing any space in the Building to another tenant whose business within such space at the time of entering into such lease is the operation of a federally or state chartered full service bank or as a credit union offering full service banking services, (ii) include in its tenant leases, a provision restricting the applicable tenant and its subtenants or assignees from operating a business in contravention of the exclusive use granted to Tenant in this Section 4.5. If any tenant thereafter uses any space as a federally or state chartered full service bank or as a credit union offering full service banking services, despite such restriction in its lease, such violation shall not be deemed a Landlord breach hereunder, however, if requested by Tenant, Landlord agrees to take such reasonable steps to enforce any exclusive use restrictions at Tenant's sole cost and expense as may be required in order to enjoin the use of any other space in the Building in violation of this exclusivity provision. The reference in the foregoing sentence to 'Tenant's sole cost and expense' shall be as between Landlord and Tenant and shall not prevent recovery of such fees and expenses from the party violating this exclusive use provision. This exclusive use provision shall not prevent Landlord from leasing to tenants who may engage in other financial services or to an ATM company or other tenant who operates an ATM machine on site.

ARTICLE 5
BASE RENT AND ADDITIONAL RENT

5.1 Base Rent. Tenant agrees to pay to Landlord during the Lease Term, without any setoff

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or deduction whatsoever the Base Rent, and all such other sums of money as shall become due hereunder as Additional Rent. Should Tenant fail to pay any Additional Rent in a timely manner, Landlord shall be entitled to exercise all such rights and remedies as are herein provided in the case of the nonpayment of Base Rent. The annual Base Rent for each calendar year or portion thereof during the Lease Term, together with estimated Additional Rent pursuant to Article 6 hereof then in effect, shall be due and payable in advance, in lawful money of the United States of America which shall be legal tender at the time of payment, in twelve (12) equal installments on the first day of each calendar month during the initial term of this Lease and any extensions or renewals thereof, and Tenant hereby agrees to pay such Base Rent and Additional Rent to Landlord at Landlord's address provided herein (or such other address as may be designated by Landlord in writing from time to time) monthly, in advance, and without demand. If the Lease Term commences on a day other than the first day of a month or terminates on a day other than the last day of a month, then the installments of Base Rent and Additional Rent for such month or months shall be prorated, based on the number of days in such month. The first monthly installment of Base Rent shall be due and payable on the date of execution of this Lease by Tenant.

5.2 Additional Rent. All charges payable by Tenant hereunder other than Base Rent (including, without limitation, Operating Expenses payable pursuant to Article 6 below) are called "Additional Rent." Unless this Lease provides otherwise, all Additional Rent shall be paid with the next monthly installment of Base Rent. Base Rent and Additional Rent are sometimes referred to collectively as "Rent."

5.3 Interest and Administrative Charges on Late Payments. All installments of Rent not paid when due and payable shall bear interest and incur the administrative charges as set forth hereinbelow. Landlord's acceptance of any late charge or interest shall not constitute a waiver of Tenant's default with respect to the overdue amount nor prevent Landlord from exercising any of the other rights and remedies available to Landlord under this Lease or any law now or hereafter in effect.

ARTICLE 6
BASE RENT ADJUSTMENT

The Base Rent payable hereunder shall be adjusted upward from time to time in accordance with the following provisions:

6.1 Calculation of Base Rent Adjustment. Tenant shall pay to Landlord as an adjustment to Rent, an amount equal to the excess (the "Excess") of total annual Operating Expenses per square foot of Rentable Area of the Premises, as Grossed-Up, over and above the Expense Stop. The Excess shall be obtained by multiplying (i) the difference between the annual Operating Expense per square foot of Rentable Area in the Premises and the Expense Stop, by (ii) the total Rentable Area of the Premises as set forth in Section 1.15. Such amount shall be paid in advance in monthly installments on the same dates as Base Rent is due and payable hereunder based on Landlord's notice delivered to Tenant from time to time setting forth Landlord's good faith estimate of the Operating Expenses for the current calendar year. Landlord shall have the right to adjust such amount no more than once a year to reflect any changes in Landlord's estimate of Operating Expenses.

6.2 Annual Statement of Operating Expenses. By April 1 of each calendar year during the Lease Term, or as soon thereafter as practicable but no later than May 1, Landlord shall furnish to Tenant a statement ("Actual Statement") of Landlord's annual Operating Expenses, as Grossed-Up, for the previous calendar year. If for any calendar year the amounts collected from Tenant for the prior year, as a result of Landlord's estimate of Operating Expenses, exceeds the amount of the Excess actually due during such prior year, then Landlord shall refund to Tenant any overpayment (or at Landlord's option, apply such amount against Rent due or to become due hereunder). Likewise, Tenant shall pay to Landlord, on demand, any underpayment with respect to the prior year.

6.3 Audit Right. Tenant shall have the right, no more frequently than once per calendar year, after notice to Landlord and at reasonable times, to inspect and photocopy Landlord's Operating

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Expenses records at Landlord's offices. If, after such inspection and photocopy, Tenant continues to dispute the amount of the Excess, the amount of actual Operating Expenses (including Base Year Operating Expenses and the determination of reasonableness of such Operating Expenses determined in accordance with the definition of Operating Expenses under Section 1.14 hereof) or Landlord's calculation of any of the above as set forth in said statement, Tenant shall be entitled not later than one-hundred eighty (180) days following Tenant's receipt of an Actual Statement to retain a national, independent, certified public accountant who is not contracted on a contingency fee basis and is mutually acceptable to Landlord and Tenant to audit Landlord's Operating Expenses records with respect to the calendar year covered by Actual Statement to determine the proper amount of the Operating Expenses, determined in accordance with the definition of Operating Expenses set forth in Section 1.14 hereof. Landlord shall be entitled to review the results of such audit promptly after completion of same. If the results of such audit states that Landlord has overcharged Tenant, then within fifteen (15) days after the results of the audit are made available to Landlord, Landlord shall credit Tenant the amount of such overcharge toward the payments of Base Rent and Additional Rent next coming due under this Lease. If such audit proves that Landlord has undercharged Tenant, then within fifteen (15) days after the results of the audit are made available to Tenant, Tenant shall pay to Landlord the amount of any such undercharge. Tenant agrees to pay the cost of such audit, provided that Landlord shall reimburse Tenant the amount of such cost if the results of such audit states that Landlord's determination of the Operating Expenses (as set forth in the Actual Statement) was in error by more than five percent (5%). If Tenant does not request an audit in accordance with the provisions of this Section 6.3 within one (1) year after Tenant's receipt of an Actual Statement, such Actual Statement shall be conclusively binding upon Tenant. Landlord shall be required to maintain records of all Operating Expenses for three (3) years following the issuance of the Operating Expense statement for such Operating Expenses. The payment by Tenant of any amounts pursuant to this Article shall not preclude Tenant from timely questioning the correctness of any such statement.

6.4 Confidentiality. Tenant will keep confidential all agreements involving the rights provided in this section and the results of any audits conducted hereunder. Notwithstanding the foregoing, Tenant shall be permitted to furnish the foregoing information to its attorneys, accountants and auditors to the extent necessary for such persons to perform their respective services for Tenant, provided such permitted party agrees in writing to keep all audit information confidential.

ARTICLE 7
SERVICES TO BE FURNISHED BY LANDLORD

Landlord agrees to furnish Tenant the following services as an Operating Expense for the Building (except as specifically provided below):

7.1 Water/HVAC. Hot and cold water at those points of supply provided for general use of other tenants in the Building, central heat and air conditioning in season, at such temperatures and in such amounts as are considered by Landlord to be standard or as required by governmental authority; provided, however, heating and air conditioning service at times other than "Normal Business Hours" for the Building (which are 6:00 a.m. to 6:00 p.m. on Mondays through Fridays and 9:00 a.m. to 1:00 p.m. on Saturdays, exclusive of federally recognized holidays), shall be furnished at Tenant's sole cost and expense only upon Tenant's request in accordance with Section 13(c) below.

7.2 Routine Maintenance. Routine maintenance and electric lighting service for all Common Areas and service areas of the Building in the manner and to the extent deemed by Landlord to be standard.

7.3 Janitorial. Janitorial service with a bonded and insured company, five (5) days a week, exclusive of federally recognized holidays; provided, however, if Tenant's floor covering or other improvements require special treatment, Tenant shall pay the additional cleaning cost attributable thereto as Additional Rent upon presentation of a statement therefor by Landlord. Landlord shall provide Tenant notice of the janitorial company contracted to service the Premises prior to execution of this Lease and thereafter prior to any change of the janitorial company. Tenant shall have the right to replace the

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janitorial company providing service to the Premises at any time by providing written notice to Landlord (the "JANITORIAL CHANGE NOTICE"). If Tenant elects to change the janitorial service for its Premises, the Tenant may elect (which election shall be included in the Janitorial Change Notice) to either (i) select a specific janitor for its space and request that the Landlord contract with such party, in which event, Tenant shall be solely responsible for the performance of such janitor and the Operating Expenses applicable to Tenant shall be modified by eliminating Tenant's Share of any building-wide janitorial service ((provided Tenant's Share of Operating Expenses shall continue to include the Tenant's Share of Common Area janitorial expenses) and adding to Operating Expenses all charges incurred by Landlord for the janitor selected by Tenant, or (ii) provide janitorial services to the Premises and contract for such services, in which event, Tenant shall have all janitorial obligations with respect to the Premises at its sole cost and expense, and the Premises portion of the janitorial costs will be removed from Operating Expenses (provided Tenant's Share of Operating Expenses shall continue to include the Tenant's Share of Common Area janitorial expenses). In the event that Tenant exercises its right under the foregoing provisions to obtain a janitorial company for Tenant's Premises different than the janitorial service provider for the remainder of the Building, Landlord agrees that it shall in no event provide the janitorial service provider for the remainder of the Building with any keys, or other means of accessing the Tenant's Premises.

7.4 Base Electricity. Subject to the provisions of Article 13, facilities to provide all electrical current required by a typical office user, as determined by Landlord, in its use and occupancy of the Premises.

7.5 Light Maintenance. All Building Standard fluorescent bulb replacement in the Premises and fluorescent and incandescent bulb replacement in the Common Areas of the Building.

7.6 Access Cards. A system for limited access to the Building during other than Normal Business Hours shall be provided in such form as Landlord deems appropriate. Landlord may charge a fee for card keys or other security devices. Landlord, however, shall have no liability to Tenant, its employees, agents, invitees or licensees for losses due to theft or burglary, or for damages resulting from the actions of unauthorized persons on the Premises or in the Building and Landlord shall not be required to insure against any such losses. Tenant shall cooperate fully in Landlord's efforts to maintain security in the Building and shall follow all regulations promulgated by Landlord which respect thereto.

The failure by Landlord to any extent to furnish, or the interruption or termination of these defined services in whole or part shall not render Landlord liable in any respect nor be construed as an eviction of Tenant, nor work an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement hereof. Should any of the equipment or machinery used in the provision of such services for any cause cease to function properly, Tenant shall have no claim for offset or abatement of rent or damages on account of an interruption in service resulting therefrom. Notwithstanding the foregoing to the contrary, if as a result of the negligence or intentional act of Landlord or its employees, there is an interruption or stoppage of those services listed in Sections 7.1, 7.4, 7.5 or 7.6, the Premises are rendered untenantable for a period of five (5) continuous days Tenant shall have the right to an abatement of daily Base Rent for each day beyond the five (5) day period that such services continuously remain unavailable. The foregoing shall not limit any common law right of quiet enjoyment by Tenant of the Premises.

ARTICLE 8
IMPROVEMENTS TO BE MADE BY LANDLORD

Except as otherwise provided in the Work Letter attached hereto as Exhibit "D," all installations and improvements now or hereafter placed on the Premises shall be for Tenant's account and at Tenant's cost (and Tenant shall pay ad valorem taxes and the cost of any increased insurance premiums thereon or attributable thereto), which cost shall be payable by Tenant to Landlord upon demand as Additional Rent.

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ARTICLE 9
MAINTENANCE AND REPAIR OF PREMISES BY LANDLORD

Except as otherwise expressly provided herein, Landlord shall not be required to perform any maintenance or to make any repairs to the Premises.

ARTICLE 10
SIGNAGE

10.1 Graphics; Building Directory. Landlord shall provide and install, at Tenant's cost, all letters or numerals on doors in the Premises and on the Building directory; all such letters and numerals shall be in the standard graphics for the Building and no others shall be used or permitted on the Premises without Landlord's prior written consent. Landlord shall permit Tenant, at Tenant's sole cost and expense (including maintenance and operating costs), to install a prominent lobby sign indicating Tenant's location on the 2nd floor of the building (the "LOBBY SIGNAGE").

10.2 Exterior Signage. Landlord shall permit Tenant, at Tenant's sole cost and expense (including maintenance and operating costs), to install its illuminated company logo, and the name Community Bank of Nevada, between the 1st and 2nd floors, on the Fourth Street and South side of the Building, the exact lighting, coloring, size, design and location of which shall be subject to the reasonable approval of Landlord (the "FIRST FLOOR SIGNAGE"). Additionally, subject to receipt of all necessary governmental approvals the Landlord shall construct, at its expense, a Building monument sign designed for multi-tenant display on the landscaped area south of the Building on Fourth Street. Tenant shall have the right, at its expense, to install its company logo and the name Community Bank of Nevada at the top of the monument sign, which space on the monument signage for tenant shall be larger than any space granted to any other tenant in the Building (the "MONUMENT SIGNAGE"). The option of back lit or up lighting shall be mutually agreed upon after review of signage proposals by the Tenant's and Landlord's sign company. The design, type, size, and location of all exterior, monument and lobby signage (including the Main Building Signage if applicable) shall be subject to review and approval by Landlord, and all appropriate governmental agencies.

If as of the end of the eighteenth calendar month following the Commencement Date, Landlord has not entered into executed leases or letters of intent with any other tenant for a greater amount of Rentable Area in the Building than Tenant, Landlord shall permit Tenant, at Tenant's sole cost and expense (including maintenance and operating costs), to install its illuminated company logo, and the name Community Bank of Nevada, on the exterior "top" of the Building, (the "MAIN BUILDING SIGN"). The exact lighting, coloring, size, design and location of the Main Building Signage will be mutually acceptable to Landlord and Tenant and shall meet all code requirements of the City of Las Vegas. Tenant shall pay for all costs of design and fabrication of such signage, as well as all costs of obtaining the applicable approvals and permits. Except as otherwise permitted in Section 17.1 hereof, the rights granted to Tenant for the Main Building Sign and First Floor Signage are personal to Tenant and no assignees or subtenants of Tenant have rights to the Main Building Sign or First Floor Sign unless approved by Landlord in writing. Further, if Tenant assigns or subleases its second floor space in the Building, Landlord may elect to terminate Tenant's rights to the Main Building Sign by delivering notice to Tenant, in which event Tenant shall promptly remove its Main Building Sign. Further, if Tenant assigns or subleases its first floor space in the Building, Landlord may elect to terminate Tenant's rights to the Main Building Sign and the First Floor Signage, or either of them by delivering notice to Tenant, in which event Tenant shall promptly remove the applicable sign or signs.

10.3 Garage Signage. Landlord shall permit Tenant, at Tenant's sole cost and expense (including maintenance and operating costs), to install directional signage on the parking structure and the designed parking spaces.

10.4 Governmental Approvals/Not a Condition to Lease. Landlord makes no representation or warranty that the exterior or garage signage will be available or permissible by governmental entities.

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Tenant shall comply with any and all laws regarding the installation, maintenance and use of the exterior signage. Landlord agrees to use reasonable efforts to cooperate with Tenant in order to assist Tenant in seeking and obtaining any governmental approvals, provided that such cooperation results in no material cost or expense to Landlord. If for any reason Tenant is unable to obtain governmental approval of the exterior or garage signage (other than as a result of Landlord default), this Lease will not be void or voidable, and Landlord will not be liable to Tenant for any resultant loss or damage.

10.5 Termination/Indemnity. Upon termination of the Lease for any reason, at Landlord's election, Tenant shall, at Tenant's expense promptly remove all Tenant signage in the garage, on the exterior of the Building and in the Lobby and restore the Building and the Garage to their prior condition, reasonable wear and tear excepted. Tenant hereby agrees to indemnify Landlord against any damage caused to the Building including any damage to other tenants in the Building or to the Common Area which result from Tenant's installation or removal of signage. This provision shall survive termination of the Lease.

ARTICLE 11
CARE OF THE PREMISES BY TENANT

Tenant agrees not to commit or allow any waste to be committed on any portion of the Premises, and at the termination of this Lease agrees to deliver up the Premises to Landlord in as good condition as at the Commencement Date of this Lease, ordinary wear and tear excepted.

ARTICLE 12
REPAIRS AND ALTERATIONS BY TENANT

12.1 No Alteration, Additions, or Improvements Without Landlord's Consent. Tenant shall make no alterations, additions, or improvements to the Premises or any part thereof after completion of the original Tenant improvement, without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Notwithstanding the foregoing to the contrary, Tenant shall not be obligated to obtain Landlord's prior consent (but shall continue to provide notice as required below) in the event the Alterations
(i) do not affect the structural components or equipment systems of the Building, (ii) do not require a building permit to perform, (iii) do not increase the load on the Building systems or structural components, (iv) are completed in accordance with all applicable laws, and (v) do not cost in excess of $20,000 in the aggregate to complete. Tenant shall submit any such request to Landlord at least thirty (30) days prior to the proposed commencement date of such work. Landlord may impose, as a condition to such consent, and at Tenant's sole cost, such requirements as Landlord may deem necessary in its judgment, including without limitation, the manner in which the work is done, a right of approval of the contractor by whom the work is to be performed and the times during which the work is to be accomplished, approval of all plans and specifications and the procurement of all licenses and permits and the payment by Tenant of a fee to Landlord equal to Landlord's costs of the same not to exceed five percent (5%) of the total cost of such work to reimburse Landlord for its review, approval and supervision of such work. Landlord shall be entitled to post notices on and about the premises with respect to Landlord's non-responsibility for mechanics' liens and Tenant shall not permit such notices to be defaced or removed, or in the event such work does not require Landlord approval, Tenant must post such notices. Tenant further agrees not to connect any apparatus, machinery or device to the Building systems, including electric wires, water pipes, fire safety, heating and mechanical systems, without the prior written consent of Landlord.

12.2 Completion of Lease Term. All alterations, improvements and additions to the Premises, including, by way of illustration but not by limitation, all counters, screens, grilles, special cabinetry work, partitions, paneling, carpeting, drapes or other window coverings and light fixtures, shall be deemed a part of the real estate and the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof without molestation, disturbance or injury at the end of the Lease Term, whether by lapse of time or otherwise, unless the items in question were provided by Tenant and can be removed with little or no damage to the Premises (and if any damage is caused it is immediately

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repaired), or Landlord, by notice given to Tenant no later than fifteen (15) days prior to the end of the Lease Term, shall elect to have Tenant remove all or any of such alterations, improvements, or additions (excluding non-movable office walls), and in such event, Tenant shall promptly remove, as its sole cost and expense, such alterations, improvements, and additions and restore the Premises to the condition in which the Premises were prior to the making of the same, reasonable wear and tear excepted. Any such removal, whether required or permitted by Landlord, shall be at Tenant's sole cost and expense, and Tenant shall restore the Premises to the condition in which the Premises were prior to the making of the same, reasonable wear and tear excepted. All movable partitions, machines, and equipment which are installed in the Premises by or for Tenant, without expense to Landlord, and can be removed without structural damage to or defacement of the Building or the Premises, and all furniture, furnishings and other articles of personal property owned by Tenant and located in the Premises (all of which are herein called "Tenant's Property") shall be and remain the property of Tenant and may be removed by it at any time during the Lease Term. However, if any of Tenant's Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Building or the Premises resulting from such removal. All additions or improvements which are to be surrendered with the Premises shall be surrendered with the Premises, as a part thereof, at the end of the Lease Term or the earlier termination of this Lease.

12.3 Parties Performing Alteration, Repair, and Modification Work. If Landlord permits persons requested by Tenant to perform any alterations, repairs modifications, or additions to the Premises, then prior to the commencement of any such work, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in the state where the Premises are located evidencing that workmen's compensation, public liability insurance, and property damage insurance, all in amounts, with companies, and on forms satisfactory to Landlord, are in force and maintained by all such contractors and subcontractors engaged by Tenant to perform such work. All such policies shall name Landlord as an additional insured and shall provide that the same may not be canceled or modified without thirty (30) days' prior notice to Landlord.

12.4 Performance of Alteration, Repair, and Modification Work. Tenant, at its sole cost and expense, shall cause any permitted alterations, decorations, installations, additions, or improvements in or about the Premises to be performed in compliance with all applicable requirements of insurance bodies having jurisdiction, and in such manner as not to interfere with, delay, or impose any additional expense upon Landlord in the construction, maintenance, or operation of the Building, and so as to maintain harmonious labor relations in the Building.

ARTICLE 13
USE OF ELECTRICAL SERVICES BY TENANT

Tenant's use of electrical services furnished by Landlord shall be subject to the following:

a. Landlord agrees to furnish to the Premises, at no extra cost to Tenant but as an Operating Expense, seven and one-half (7.5) watts of electric current, connected load, per square foot of Usable Area during Normal Business Hours within the Premises on an annualized basis for normal lighting, normal fractional horsepower office machines, and HVAC as required in Landlord's judgment for the use and occupation of the Premises.

b. In the event that Tenant requires or uses more electric power than specified in this Lease or than Landlord reasonably determines to be standard in the Building, Landlord may, at Landlord's option, require Tenant to pay the cost as reasonably determined by Landlord of such extraordinary usage as Additional Rent. In addition, Landlord may install checkmeters in or for the Premises, at Tenant's sole cost and expense, and Tenant shall thereafter pay all charges of the utility company providing electric service and Landlord shall make an appropriate adjustment to Tenant's obligation to pay a proportionate share of the Operating Expenses to account for the fact that Tenant is directly paying such metered charges.

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c. If Tenant requires HVAC service beyond Normal Business Hours (hereafter "After Hours Usage"), such service must be requested from the Building manager at least twenty-four (24) hours prior thereto. After Hours Usage shall only be supplied in full floor increments of the Building, for a minimum of four (4) hour periods, with increments of one half (1/2) hour thereafter. Tenant shall reimburse Landlord, as Additional Rent, for all costs and expenses for After Hours Usage at the rate of $45 per hour per floor for each hour (provided, however, Landlord may adjust the following from time to time to provide for any increase in cost of services). Tenant shall only be responsible for After Hours Usage it requests, and in no event will Tenant be charged for After Hour Usage requested by any other tenant on the same floor. Notwithstanding the foregoing, if in Landlord's determination Tenant's demand for After Hours Usage is or becomes excessive or sufficiently frequent as to warrant the same, Landlord may install, at Tenant's expense, separate meters to monitor or control Tenant's After Hours Usage, with all costs for the installation, maintenance and repair of such meter to be paid by Tenant.

ARTICLE 14
LAWS AND REGULATIONS

14.1 General. At its sole cost and expense, Tenant will promptly comply with all laws, statutes, ordinances, and governmental rules, regulations, or requirements now in force or in force after the Commencement Date, with the requirements of any board of fire underwriters or other similar body constituted now or after the date, with any direction or occupancy certificate issued pursuant to any law by any public officer or officers, as well as with the provisions of all recorded documents affecting the Premises, insofar as they relate to the condition, use, or occupancy of the Premises.

14.2 Hazardous Materials.

a. For purposes of this Lease, "Hazardous Materials" means any explosives, radioactive materials, hazardous wastes, or hazardous substances, including without limitation substances defined as "hazardous substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9657; the Hazardous Materials Transportation Act of 1975, 49 U.S.C. Sections 1801-1812; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901-6987; or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning hazardous materials, waste, or substances now or at any time hereafter in effect (collectively, "Hazardous Materials Laws").

b. Tenant will not cause or permit the storage, use, generation, or disposition of any Hazardous Materials in, on, or about the Premises or the project by Tenant, its agents, employees, or contractors; provided, however, that the consent of Landlord shall not be required for the use at the Premises by Tenant of standard cleaning supplies, toner for photocopying machines and other similar materials, in containers and quantities reasonably necessary for and consistent with normal and ordinary use by Tenant in the routine operation or maintenance of Tenant's office equipment or in the routine janitorial service, cleaning and maintenance of the Premises, provided that any and all such Hazardous Materials are kept and maintained in strict compliance with all Hazardous Materials Laws. Tenant will not permit the Premises to be used or operated in a manner that may cause the Premises or the project to be contaminated by any Hazardous Materials in violation of any Hazardous Materials Laws. Tenant will immediately advise Landlord in writing of (1) any and all enforcement, cleanup, remedial, removal, or other governmental or regulatory actions instituted, completed, or threatened pursuant to any Hazardous Materials Laws relating to any Hazardous Materials affecting the Premises; and (2) all claims made or threatened by any third party against Tenant, Landlord, or the Premises relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from any Hazardous Materials on or about the Premises. Without Landlord's prior written consent, Tenant will not take any remedial action or enter into any agreements or settlements in response to the presence of any Hazardous Materials in, on, or about the Premises.

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c. Tenant will be solely responsible for and will defend, indemnify and hold Landlord, its agents, and employees harmless from and against all claims, costs, and liabilities, including attorney fees and costs, arising out of or in connection with Tenant's breach of its obligations in this Article 14. Tenant will be solely responsible for and will defend, indemnify, and hold Landlord, its agents, and employees harmless from and against any and all claims, costs, and liabilities, including attorney fees and costs, arising out of or in connection with the removal, cleanup, and restoration work and materials necessary to return the Premises and any other property of whatever nature located in, on, or about the Building, to their condition existing prior to the introduction of Hazardous Materials by Tenant, its agents, employees or contractors. Tenant's obligations under this Article 14 will survive the expiration or other termination of this Lease.

d. Landlord represents and warrants to Tenant that Landlord has not disposed of or released any Hazardous Materials in the Building. Further, Landlord has received no notice from any governmental authority having jurisdiction over the Building, that the Building is in violation of any Hazardous Materials Laws. Landlord shall indemnify, defend and hold Tenant harmless from any and all liability, loss or expense, including attorney's fees, which may arise (a) due to Landlord's violation of its representations and warranties hereunder, or (b) related to the storage, disposal or release of Hazardous Materials in, on or about the Building by Landlord, its agents, employees or contractors.

14.3 Certain Insurance Risks. Tenant will not do or permit to be done any act or thing upon the Premises or the Building which would (i) jeopardize or be in conflict with fire insurance policies covering the Building or covering any fixtures and property in the Building; (ii) increase the rate of fire insurance applicable to the Building to an amount higher than it otherwise would be for general office use of the Building; or (iii) subject Landlord to any liability or responsibility for injury to any person or persons or to property by reason of any business or operation being carried on upon the Premises.

ARTICLE 15
BUILDING RULES

Tenant will comply with the rules of the Building adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to Tenant in writing. The current Building Rules and Regulations, which may be modified from time to time by the Landlord in its sole discretion, are attached hereto as Exhibit "E."

ARTICLE 16
ENTRY BY LANDLORD

Tenant agrees to permit Landlord or its agents or representatives to enter into and upon any part of the Premises at all reasonable hours (and in emergencies at all times) to inspect the same, or to show the Premises to prospective purchasers, Mortgagees, tenants or insurers, to clean or make repairs, alterations or additions thereto, and Tenant shall not be entitled to any abatement or reduction of rent by reason thereof.

ARTICLE 17
ASSIGNMENT AND SUBLETTING

17.1 Prohibition. Tenant shall not assign, sublease, transfer or encumber this Lease or any interest therein, without the consent of Landlord first being obtained, which consent will not be unreasonably withheld or delayed if: (1) Tenant provides written notice to Landlord at least 30 days prior to such assignment or subletting setting forth the details of the proposed assignment or sublease; (2) Landlord declines to exercise its rights under Section 17.2; (3) the Transferee is engaged in a business and the portion of the Premises will be used for the Use permitted under this Lease and in a manner which is in keeping with the then standards of the Building and does not conflict with any exclusive use rights granted to any other tenant of the Building, and such use will not, in Landlord's reasonable opinion materially increase parking or occupancy loads;
(4) the Transferee has reasonable financial worth in light

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of the responsibilities involved; (5) Tenant is not in default at the time it makes its request; (6) the Transferee is not a tenant or currently negotiating a lease with Landlord in the Building; and (7) the rent to be paid by the Transferee is not less than the Rent paid by Tenant for such space and is not less than 85% of the rental rate then being offered by Landlord for similar space in the Building. Any attempted assignment or sublease by Tenant in violation of the terms and covenants of this Article 17 shall be void. Notwithstanding anything in this Lease to the contrary, Tenant shall have the right to assign its interest in this Lease or to sublet all or a part of the Premises without Landlord's prior consent to a Permitted Transferee, as hereinafter defined, provided (a) the Permitted Transferee is engaged in a business (and the portion of the Premises will be used for) the use permitted hereunder, and (b) Tenant is not in default at the time it makes any such sublease. In the event of an assignment or sublet to a Permitted Transferee, Tenant shall remain liable for all of its obligations hereunder. For purposes of this Lease, a "Permitted Transferee" means, (i) any person or entity which directly or indirectly controls, is controlled by or is under common control with Tenant, (ii) any entity resulting from a merger or consolidation with Tenant, (iii) any person or entity which acquires all or substantially all of the assets or stock ownership of Tenant as a going concern of the business that is being conducted on the Premises, or (iv) any person acquiring any stock ownership in the stock ownership of Tenant as a going concern of the business that is being conducted on the Premises. In order for any assignment to a Permitted Transferee to be effective, Tenant shall provide ten (10) days' prior written notice of the assignment to Landlord which notice shall set forth the facts supporting designation of the assignee as a Permitted Transferee. No such notice shall be required for transfers of stock only, and no transfer of stock shall be considered an assignment hereunder. Rather, notice of an assignment to a Permitted Transferee (and consent to an assignment to a non-Permitted Transferee) is only required where an actual "assignment" to such a transferee is taking place. Nothing stated anywhere in this Lease shall be construed as requiring any notice to the Landlord of transfers of Tenant's stock or ownership, nor shall any transfer of any or all of the stock or ownership of the Tenant, without more, be deemed an "assignment" of this Lease requiring notice to or consent of the Landlord. Only in cases of an actual "assignment" of this Lease shall the 10 day notice provisions (in the case of assignment to a Permitted Transferee) or the 30 day notice and consent provisions (in the case of assignment to a non-Permitted Transferee) of this paragraph be deemed applicable. Notwithstanding the forgoing to the contrary, all signage rights granted hereunder are granted to Tenant only based on tenant's reputation and character and the aesthetic presentation of the signage and such signage may not be changed by Tenant or any assignee without the consent of Landlord.

17.2 Recapture. If Tenant desires to assign this Lease or sublet of all or part of the Premises to any party other than a Permitted Transferee, Tenant shall, prior to requesting Landlord's consent for any specific subtenant or sublessee, notify Landlord of such intention and Landlord shall have the option (without limiting Landlord's other rights hereunder) of terminating this Lease upon thirty (30) days' notice. Landlord may then, at Landlord's option elect to terminate this Lease with respect to the applicable portion of the Premises. If Landlord should fail to notify Tenant in writing of its decision within a thirty
(30) day period after Landlord is notified in writing of the Tenant's desire to assign or sublease, Landlord shall be deemed to have elected to keep this Lease in full force and effect. Further, in the event Landlord elects to terminate this Lease, Tenant shall have a period of 30 days within which to rescind its assignment or sublet request in which event this Lease shall remain in full force and effect and Tenant will not be permitted to sublet or assign the Premises to any party (other than a Permitted Transferee) unless and until it has complied with the provisions of this Section 17.2 and Landlord has elected not to terminate the Lease.

17.3 Proceeds of Assignment, Sale of Sublease. Except for assignments to Permitted Transferees, one half of all cash or other proceeds of any assignment, sale or sublease of Tenant's interest in this Lease, whether consented to by Landlord or not, shall be paid to Landlord to the extent that such proceeds exceed the Rent called for hereunder, and Tenant hereby assigns all rights it might have or ever acquire in any such proceeds to Landlord. This covenant and assignment shall run with the land and shall bind Tenant and Tenant's heirs, executors, administrators, personal representatives, successors and assigns. Any assignee, sublessee or purchaser of Tenant's interest in this Lease (all such assignees, sublessees and purchasers being hereinafter referred to as "Successors"), by assuming Tenant's obligations hereunder, shall assume liability to Landlord for all amounts paid to persons other

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than Landlord by such Successor in consideration of any such sale, assignment or subletting, in violation of the provisions hereof.

17.4 Tenant Remains Liable. No assignment, sublease or other transfer consented to by Landlord, shall release Tenant or change Tenant's primary liability to pay the rent and to perform all other obligations of Tenant under this Lease. Upon the occurrence of any default under this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting any remedies against any subtenant or assignee. Upon termination of this Lease, any permitted subtenant shall, at Landlord's option, attorn to Landlord and shall pay all Rent directly to Landlord. Landlord's acceptance of Rent from any other person shall not constitute a waiver of any provision of this Article 17. Consent to one transfer shall not constitute consent to any subsequent transfer. Landlord may consent to subsequent assignments or modifications of this Lease by Tenant's transferee, without notifying Tenant or obtaining its consent. Such action shall not relieve Tenant of its liability under this Lease.

ARTICLE 18
LIENS

Tenant will not permit any mechanic's lien(s) or other liens to be placed upon the Premises or the Building and nothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any person for the performance of any labor or the furnishing of any materials to the Premises, or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any mechanics' or other liens against the Premises. In the event any such lien is attached to the Premises, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same. Any amount paid by Landlord for any of the aforesaid purposes and any expenses incurred by Landlord in connection with any such lien shall be paid by Tenant to Landlord on demand as Additional Rent.

ARTICLE 19
INSURANCE

19.1 Property Insurance. Landlord shall maintain property coverage insurance on the Building Shell and appurtenant structures in the Common Areas in an amount equal to full replacement value thereof. Such insurance shall be maintained at the expense of Landlord (as a part of Operating Expenses), and payments for losses thereunder shall be made solely to Landlord or the Mortgagees as their respective interests shall appear. Tenant shall obtain and keep in force at all times during the Lease Term, a policy or policies of insurance covering loss or damage to all of the improvements, betterments, income and business contents located within the Premises other than the Building Shell (including all improvements constructed pursuant to Exhibit "D") in the amount of the full replacement value thereof as ascertained by the Tenant's insurance carrier, as the same may exist from time to time, against all perils normally covered in an "all risk" policy (including the perils of flood and surface waters), as such term is used in the insurance industry; provided, however, that Tenant shall have no obligation to insure against earthquake.

19.2 Liability Insurance. Landlord shall maintain a policy of Commercial General Liability insurance insuring against liability arising out of the ownership, use, occupancy or maintenance of the Building in an amount of not less than One Million Dollars ($1,000,000) per occurrence or such greater amount from time to time as Landlord or any Mortgagees may reasonably deem necessary or appropriate. Such insurance shall be maintained at the expense of Landlord (as a part of Operating Expenses), and payments for losses thereunder shall be made solely to Landlord. Tenant shall, at Tenant's expense, maintain a policy of Commercial General Liability insurance insuring Landlord and Tenant against liability arising out of the ownership, use, occupancy or maintenance of the Premises. Such insurance shall be on an occurrence basis providing single-limit coverage in an amount not less than One Million Dollars ($1,000,000) per occurrence. The initial amount of such insurance shall be subject to periodic increase upon reasonable demand by Landlord based upon inflation, increased liability

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awards, recommendation of professional insurance advisers, and other relevant factors. However, the limits of such insurance shall not limit Tenant's liability nor relieve Tenant of any obligation hereunder. Landlord shall be named as an additional insured on said policies and the policies shall contain the following provision: "Such insurance as afforded by this policy for the benefit of Landlord shall be primary as respects any claims, losses or liabilities arising out of the use of Premises by the Tenant or by Tenant's operation and any insurance carried by Landlord shall be excess and non-contributing." The policy shall insure Tenant's performance of the indemnity provisions of Articles 14 and 20.

19.3 Requirements for Insurance Policies. Insurance required to be maintained by Tenant hereunder shall be in companies holding a "General Policyholders' Rating" of A or better and a "financial rating" of X (ten) or better, as set forth in the most current issue of "Best's Insurance Guide." Tenant shall promptly deliver to Landlord, within thirty (30) days of the Commencement Date, original certificates evidencing the existence and amounts of such insurance. No such policy shall be cancelable or subject to reduction of coverage except after sixty (60) days prior written notice to Landlord. Tenant shall, within thirty (30) days prior to the expiration, cancellation or reduction of such policies, furnish Landlord with renewals or binders" thereof. Tenant shall not do or permit to be done anything which shall invalidate the insurance policies required under this Lease.

19.4 Waiver of Subrogation Rights. Tenant and Landlord shall obtain from the issuer of the insurance policies referred to in Section 19.1 a waiver of subrogation provision in said policies and Tenant and Landlord hereby release, relieve and waive any and all rights of recovery against Landlord or Tenant, or against the employees, officers, agents and representatives of Landlord or Tenant, for loss or damage arising out of or incident to the perils insured against under Section 19.1 which perils occur in, on or about the Premises or the Building, whether due to the negligence of Landlord or Tenant or their agents, employees, contractors or invitees. The extent of the waiver described in the immediately preceding sentence is limited to the extent of insurance carried by Landlord and Tenant pursuant to Section 19.1 of this Lease.

ARTICLE 20
INDEMNITY

20.1 Indemnity by Tenant. Tenant shall indemnify and hold harmless Landlord and all agents, servants and employees of Landlord from and against all claims, losses, damages, liabilities, expenses (including reasonable attorney fees), penalties and charges arising from or in connection with (i) Tenant's use of the Premises during the Lease Term, or (ii) the conduct of Tenant's business, or (iii) any activity, work or things done, permitted or suffered by Tenant in or about the Premises during the Lease Term. Tenant shall further indemnify and hold harmless Landlord from and against any and all claims, loss, damage, liability, expense (including reasonable attorney fees), penalty or charge arising from any default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of Tenant, or any of Tenant's agents, contractors, or employees, and from and against all costs, attorney fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by legal counsel reasonably satisfactory to Landlord. Tenant, as a material part of its consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or upon the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. Notwithstanding the foregoing, Tenant shall not be required to defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Landlord's negligence or willful acts or omissions, or those of Landlord's officers, agents, contractors or employees. Tenant's indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent that such policies cover the results of grossly negligent acts or omissions of Landlord, its officers, agents, contractors or employees, or the failure of Landlord to perform any of its obligations under this Lease.

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20.2. Indemnity by Landlord. Landlord shall indemnify and hold harmless Tenant and all agents, servants and employees of Tenant from and against all claims, losses, damages, liabilities, expenses (including reasonable attorney fees), penalties and charges arising from or in connection with any or damage to any person or property resulting solely from the gross negligence or intentional acts of Landlord, and from and against all costs, reasonable attorney fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding is brought against Tenant by reason of any such claim, Landlord, upon notice from Tenant, shall defend the same at Landlord's expense by legal counsel reasonably satisfactory to Tenant. Notwithstanding the foregoing, Landlord shall not be required to defend, save harmless or indemnify Tenant from any liability for injury, loss, accident or damage to any person or property resulting from Tenant's negligence or willful acts or omissions, or those of Tenant's officers, agents, contractors or employees.

ARTICLE 21
DAMAGE OR DESTRUCTION TO BUILDING

21.1 Partial Destruction. In the event that the Premises or the Building are damaged by fire or other insured casualty and the insurance proceeds have been made available therefor by the holder or holders of any mortgages or deeds of trust covering the Building, the damage shall be repaired by and at the expense of Landlord to the extent of such insurance proceeds available therefor, provided such repairs and restoration can, in Landlord's reasonable opinion, be made within two hundred ten (210) days after the occurrence of such damage without the payment of overtime or other premiums, and until such repairs and restoration are completed, the Base Rent shall be abated in proportion to the part of the Premises which is unusable by Tenant in the conduct of its business, as may be reasonably determined by Landlord (but there shall be no abatement of Base Rent by reason of any portion of the Premises being unusable for a period equal to ten days or less). Landlord agrees to notify Tenant within sixty (60) days after such casualty if it estimates that it will be unable to repair and restore the Premises within said two hundred ten (210) day period. Such notice shall set forth the approximate length of time Landlord estimates will be required to complete such repairs and restoration. Notwithstanding anything to the contrary contained herein, if Landlord cannot or estimates it cannot make such repairs and restoration within said two hundred ten (210) day period, then Tenant may, by written notice to Landlord, cancel this Lease, provided such notice is given to Landlord within fifteen (15) days after Landlord notifies Tenant of the estimated time for completion of such repairs and restoration. Notwithstanding the preceding sentence, Tenant may not cancel this Lease as hereinabove stated if the damage to the Premises or the Building is in whole or in material part the result of the act, omission, fault, or negligence of Tenant, its agents, contractors, employees, licensees, or invitees. Except as provided in this Article 21, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business or property arising from the making of any such repairs, alterations, or improvements in or to the Building, Premises, or fixtures, appurtenances, and equipment. Tenant understands that Landlord will not carry insurance of any kind on Tenant's property, including furniture and furnishings, or on any fixtures or equipment removable by Tenant under the provisions of this Lease, or any improvement installed in the Premises by or on behalf of Tenant, and that Landlord shall not be obligated to repair any damage thereto or replace the same.

21.2 Total Destruction. In case the Building throughout shall be so injured or damaged, whether by fire or otherwise (though the Premises may not be affected, or if affected, can be repaired within said 210 days) that Landlord, within sixty (60) days after the happening of such injury, shall decide not to reconstruct or rebuild the Building, then notwithstanding anything contained herein to the contrary, upon notice in writing to that effect given by Landlord to Tenant within said sixty (60) days, Tenant shall pay the rent, properly apportioned up to date of such casualty, this Lease shall terminate from the date of delivery of said written notice, and both parties hereto shall be released and discharged from all further obligations hereunder (except those obligations which expressly survive termination of the Lease term). A total destruction of the Building shall automatically terminate this Lease.

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ARTICLE 22
CONDEMNATION

If the whole or substantially the whole of the Building or the Premises shall be taken for any public or quasi-public use, by right of eminent domain or otherwise or shall be sold in lieu of condemnation, then this Lease shall terminate as of the date when physical possession of the Building or the Premises is taken by the condemning authority. If less than the whole or substantially the whole of the Building or the Premises is thus taken or sold, Landlord (whether or not the Premises are affected thereby) may terminate this Lease by giving written notice thereof to Tenant, in which event this Lease shall terminate as of the date when physical possession of such portion of the Building or Premises is taken by the condemning authority. If the Lease is not so terminated upon any such taking or sale, the Base Rent payable hereunder shall be diminished by an equitable amount, and Landlord shall, to the extent Landlord deems feasible, restore the Building and the Premises to substantially their former condition, but such work shall not exceed the scope of the work done by Landlord in originally constructing the Building and installing Building Standard Improvements in the Premises, nor shall Landlord in any event be required to spend for such work an amount in excess of the amount received by Landlord as compensation for such taking. All amounts awarded upon a taking of any part or all of the Building or the Premises shall belong to Landlord, and Tenant shall not be entitled to and expressly waives all claims to any such compensation. Notwithstanding anything contained herein Tenant may bring separate action against the condemning authority to recover relocation expenses, lost value of leasehold and reimbursement of tenant improvement costs incurred by Tenant in excess of the Allowance.

ARTICLE 23
DAMAGES FROM CERTAIN CAUSES

Landlord shall not be liable to Tenant for any loss or damage to any property or person occasioned by theft, fire, earthquake, any other act of God, public enemy, injunction, riot, strike, insurrection, war, court order, requisition, or order of governmental body or authority or by any other cause beyond the control of Landlord. In addition, Landlord shall not be liable for any damage or inconvenience which may arise through repair or alteration of any part of the Building or Premises.

ARTICLE 24
EVENTS OF DEFAULT

The following events ("Events of Default") shall constitute a default by Tenant hereunder:

a. If Tenant shall fail to pay when due any installment of Base Rent, Additional Rent, or any other amounts payable hereunder, unless such failure is cured within 7 business days after notice from Landlord; however, Tenant is not entitled to more than two notices of delinquent payments during any calendar year and, if thereafter during such calendar year any Rent is not paid when due, an Event of Default shall automatically occur;

b. If this Lease or the estate of Tenant hereunder shall be transferred to or shall pass to or devolve upon any other person or party in violation of the provisions of this Lease, except to Permitted Transferees or as otherwise permitted herein;

c. If this Lease or the Premises or any part thereof shall be taken upon execution or by other process of law directed against Tenant, or shall be taken upon or subject to any attachment at the instance of any creditor or claimant against Tenant, and said attachment shall not be discharged or disposed of within fifteen (15) days after the levy thereof;

d. If Tenant shall file a petition in bankruptcy or insolvency or for reorganization or arrangement under the bankruptcy laws of the United States or under any insolvency act of any state, or shall voluntarily take advantage of any such law or act by answer or otherwise, or shall be dissolved or shall make an assignment for the benefit of creditors;

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e. If involuntary proceedings under any such bankruptcy law or insolvency act or for the dissolution of Tenant shall be instituted against Tenant, or a receiver or trustee shall be appointed of all or substantially all of the property of Tenant, and such proceedings shall not be dismissed or such receivership or trusteeship vacated within thirty (30) days after such institution or appointment;

f. If Tenant shall fail to take possession of the Premises within thirty (30) days of the Commencement Date;

g. If Tenant shall abandon the Premises or shall vacate the Premises for thirty (30) consecutive days;

h. If Tenant shall fail to perform any of the other agreements, terms, covenants, or conditions hereof on Tenant's part to be performed (other than the obligation to pay rent or any other charges payable hereunder), and such nonperformance shall continue for a period of fifteen (15) days after notice thereof by Landlord to Tenant; provided, however, that if Tenant cannot reasonably cure such nonperformance within fifteen (15) days, Tenant shall not be in default if it commences cure within said fifteen (15) days and diligently pursues the same to completion, with completion occurring in all instances within sixty (60) days;

i. If Tenant shall, for reasons other than those specifically permitted in this Lease, cease to conduct continually its normal business operations in the Premises, or fail to, from the Commencement Date through the term of this Lease and any renewals hereof, do any of the following: (i) keep the phone lines in the Premises hooked up with adequate personnel to operate the same; or (ii) operate its normal business activities as an active and ongoing entity consistent with generally accepted standards in the industry;

j. If Tenant shall fail to obtain a release of any mechanic's lien, as required herein;

k. If a guarantor of this Lease, if any, or a general partner of Tenant (if Tenant is a general or limited partnership), becomes a debtor under any state or federal bankruptcy proceedings, or becomes subject to receivership or trusteeship proceedings, whether voluntary or involuntary; except in the case of a guarantor, Tenant shall not be in default if a substitute guarantor, with creditworthiness and financial abilities acceptable to Landlord in light of the responsibilities of Tenant hereunder, and otherwise acceptable to Landlord, is provided to Landlord within fifteen (15) days;

l. If all or any part of the personal property of Tenant is seized, subject to levy or attachment, or similarly repossessed or removed from the Premises;

m. Tenant shall fail to deliver an Estoppel Certificate or Subordination Agreement within the time periods set forth in this Lease.

ARTICLE 25
LANDLORD'S REMEDIES

25.1 Landlord's Election upon Events of Default. Upon the occurrence of an Event of Default, Landlord shall have the right, at its election, then or at any time thereafter and while any such Event of Default shall continue, either:

(i) to give Tenant written notice of Landlord's intention to terminate this Lease on the date such notice is given or on any later date specified therein, whereupon, on the date specified in such notice, Tenant's right to possession of the Premises shall cease and this Lease shall thereupon be terminated; provided, however, that all of Tenant's obligations, including, but not limited to, payment of the amount of Base Rent and other obligations reserved in this Lease for the balance of the Lease Term,

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shall immediately be accelerated and due and payable in accordance with the provisions of Section 25.3 hereof; or

(ii) to re-enter and take possession of the Premises or any part thereof and repossess the same as Landlord's former estate and expel Tenant and those claiming through or under Tenant, and remove the effects of both or either, using such force for such purposes as may be reasonably necessary, without being liable for prosecution thereof, without being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or preceding breach of covenants or conditions. Should Landlord elect to re-enter the Premises as provided in this Article 25 or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may, from time to time, without terminating this Lease, relet the Premises or any part thereof in Landlord's or Tenant's name, but for the account of Tenant, for such term or terms (which may be greater or less than the period which would otherwise have constituted the balance of the term of this Lease) and on such conditions and upon such other terms (which may include concessions of free rent and alteration and repair of the Premises) as Landlord, in its discretion, may determine, and Landlord may collect and receive the rents therefor. Landlord shall take actions as are required by law to mitigate tenant's damages, provided that Landlord shall in no way be responsible or liable for any failure to relet the Premises or any part thereof or for any failure to collect any rent due upon such reletting. No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on Landlord's part to terminate this Lease unless a written notice of such intention be given to Tenant. No notice from Landlord hereunder or under a forcible entry and detainer statute or similar law shall constitute an election by Landlord to terminate this Lease unless such notice specifically so stated. Landlord reserves the right following any such re-entry and/or reletting, to exercise its right to terminate this Lease by giving Tenant such written notice, in which event, this Lease will terminate as specified in said notice.

25.2 Effects of Landlord's Election to Take Possession of Premises. In the event that Landlord does not elect to terminate this Lease as permitted in
Section 25.1(i) hereof, but on the contrary, elects to take possession as provided in Section 25.1(ii). Tenant shall pay to Landlord (i) the rent and other sums as herein provided, which would be payable hereunder if such repossession had not occurred, less (ii) the net proceeds, if any, of any reletting of the Premises after deducting all Landlord's expenses in connection with such reletting, including, without limitation, all repossession costs, brokerage commissions, legal expenses, attorney fees, expenses of employees, alteration and repair costs, and expense of preparation for such reletting. If, in connection with any reletting, the new lease term extends beyond the existing Lease Term, or the premises covered thereby include other premises not part of the Premises, a fair apportionment of the rent received from such reletting and the expenses incurred in connection therewith as provided aforesaid will be made in determining the net proceeds from such reletting. Tenant shall pay such rent and other sums to Landlord monthly on the days on which the rent would have been payable hereunder if possession had not be taken.

25.3 Effect of Landlord's Election to Terminate the Lease. In the event this Lease is terminated, Landlord shall be entitled to recover forthwith against Tenant, as damages for loss of the bargain and not as a penalty, an aggregate sum which, at the time of such termination of this Lease, represents the excess, if any, of the aggregate of the rent and all other sums payable by Tenant hereunder that would have accrued for the balance of the Lease Term over the aggregate rental value of the Premises (such rental value to be computed on the basis of a tenant paying not only a rent to Landlord for the use and occupation of the Premises, but also such other charges as are required to be paid by Tenant under the terms of this Lease) for the balance of such Lease Term, both discounted to present worth at the rate of eight percent (8%) per annum. Alternatively, at Landlord's option, Tenant shall remain liable to Landlord for damages in an amount equal to the rent and other sums arising under the Lease for the balance of the Lease Term had the Lease not been terminated, less the net proceeds, if any, from any subsequent reletting, after deducting all expenses associated therewith and as enumerated above. Landlord shall be entitled to receipt of such amounts from Tenant monthly on the days on which such sums would have otherwise been payable. Nothing contained herein shall relieve Landlord from its common law obligation to mitigate its damages in the event of a Tenant default.

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25.4 Suits for Recovery by Landlord. Suit or suits for the recovery of the amounts and damages set forth above may be brought by Landlord, from time to time, at Landlord's election, and nothing herein shall be deemed to require Landlord to await the date whereon this Lease or the Lease Term would have expired had there been no such default by Tenant or no such termination, as the case may be.

25.5 Rents, Issues, and Profits from Subleases. After an Event of Default by Tenant, Landlord may sue for or otherwise collect all rents, issues, and profits payable under all subleases on the Premises, including those past due and unpaid.

25.6 Landlord's Entry Upon the Premises and Other Remedies. After an Event of Default by Tenant, Landlord may, without terminating this Lease, enter upon the Premises, with force if necessary, without being liable for prosecution of any claim for damages, without being deemed guilty of any manner of trespass, and without prejudice to any other remedies, and do whatever Tenant is obligated to do under the terms of this Lease. Tenant agrees to reimburse Landlord on demand for any expenses which Landlord may incur in effecting compliance with the Tenant's obligations under this Lease; further, Tenant agrees that Landlord shall not be liable for any damages resulting to Tenant from effecting compliance with Tenant's obligations under this subparagraph caused by the negligence of Landlord or otherwise.

25.7 No Waivers Unless Express. No failure by Landlord to insist upon the strict performance of any agreement, term, covenant, or condition hereof or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent during the continuance of any such breach, shall constitute a waiver of any such breach of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition hereof to be performed or complied with by Tenant, and no breach thereof, shall be waived, altered, or modified except by written instrument executed by Landlord. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant, and condition hereof shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. Notwithstanding any unilateral termination of this Lease, this Lease shall continue in full force and effect as to any provisions hereof which require observance or performance of Landlord or Tenant subsequent to termination.

25.8 Lease Not a Limitation of Remedies. Nothing contained in this
Section shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization, or dissolution proceeding, an amount equal to the maximum allowed by any statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount be greater, equal to, or less than the amounts recoverable, either as damages or rent, referred to in any of the provisions of this Section.

25.9 Default Interest Rate, Administrative Charge, and Other Matters. Any rents or other amounts owing to Landlord hereunder which are not paid within five (5) days of the date they are due, shall thereafter bear interest from the due date at the "Default Interest Rate" until paid. Similarly, any amounts which Landlord pays on behalf of Tenant which are owed by Tenant in accordance with the terms hereof, which are not reimbursed by Tenant to Landlord within five (5) days of demand by Landlord, thereafter bear interest from the date paid by Landlord at the Default Interest Rate until paid. In addition to the foregoing, Tenant shall pay to Landlord an administrative charge (and not a penalty) to compensate Landlord for the costs and expenses associated with handling a delinquent account equal to ten percent (10%) of the amount due whenever any Base Rent, Additional Rent, or any other sums due hereunder remain unpaid after the due date thereof unless such failure is cured within 7 business days after notice from Landlord; however, Tenant is not entitled to more than two notices of delinquent payments during any calendar year and, if thereafter during such calendar year any Rent is not paid when due, the administrative charge shall automatically apply. Further, upon an Event of Default by Tenant, in addition to all other rights and remedies, Landlord shall be entitled to receive from Tenant all sums, the payment of which may previously have been waived or abated by Landlord, or which may have been paid by Landlord pursuant to any agreement to grant Tenant a monetary inducement or concession, including, but not limited to, any tenant finish allowance or moving allowance, together with interest thereon from the

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date or dates such amounts were paid by Landlord or would have been due from Tenant but for the abatement, at the Default Interest Rate, until paid; it being understood and agreed that such concession or abatement was made on the condition and basis that Tenant fully perform all obligations and covenants under the Lease for the entire term.

25.10 Remedies Cumulative, Costs of Collection; Waiver of Jury Trial. Each right and remedy provided for in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease nor or hereafter existing at law or in equity or by statute or otherwise, including, but not limited to, suits for injunctive or declaratory relief and specific performance. The exercise or commencement of the exercise by Landlord of any one or more of the rights or remedies provided for in this Lease now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or subsequent exercise by Landlord of any or all other rights or remedies provided for in this Lease, or now or hereafter existing at law or in equity or by statute or otherwise. All costs incurred by Landlord in connection with collecting any amounts and damages owing by Tenant pursuant to the provisions of this Lease or to enforce any provision of this Lease, including, by way of example, but not limitation, reasonable attorney fees from the date any such matter is turned over to an attorney, shall also be recoverable by Landlord from Tenant. Landlord and Tenant agree that any action or proceeding arising out of this Lease shall be heard by a court sitting without a jury and thus hereby waive all rights to a trial by jury.

ARTICLE 26
LANDLORD'S DEFAULT

Landlord shall be in default hereunder in the event Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within thirty (30) days' of receipt by Landlord of written notice from Tenant of the alleged failure to perform. Such notice shall be ineffective unless a copy is simultaneously also delivered in the manner required in this Lease to any holder of a mortgage and/or deed of trust affecting all or any portion of the Building Complex (collectively, "Mortgagee"), provided that prior to such notice Tenant has been notified (by way of notice of Assignment of Rents and Leases, or otherwise), of the address of a Mortgagee. If Landlord fails to cure such default within the time provided, then Mortgagee shall have an additional 30 days following a second notice from Tenant or, if such default cannot be cured within that time, such additional time as may be necessary provided within such 30 days, Mortgagee commences and diligently pursues a cure (including commencement of foreclosure proceedings if necessary to effect such cure).). Tenant's sole remedy will be equitable relief or actual damages but in no event is Landlord or any Mortgagee responsible for consequential damages or lost profit incurred by Tenant as a result of any default by Landlord. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord's default as to any covenant or agreement contained in this Lease or as a result of the breach of any promise or inducement hereof, whether in the Lease or elsewhere. In addition, Tenant hereby covenants that, prior to the exercise of any such remedies, it will give any Mortgagee notice and a reasonable time to cure any default by Landlord. If Landlord fails to perform its maintenance, repair or replacement obligations under this Lease and such failure results in material interference with Tenant's business operations or threatens damage to Tenant's property, then following twenty (20) days' prior written notice to Landlord (except in the event of an emergency in which event no notice shall be required), Tenant may perform such repair, replacement or maintenance. In the event Landlord was obligated to perform such action, Landlord shall reimburse Tenant for all out-of pocket third party costs incurred by Tenant to complete such maintenance, repair or replacement, within 30 days after receipt of an itemized invoice therefor from Tenant. In the event Landlord does not reimburse Tenant for such costs Tenant shall not have any right to off-set rent unless and until it has received a judgment from a court of competent jurisdiction which determines that Landlord was obligated to perform such maintenance, repair or replacement, and Landlord does not, within thirty days after the issuance of the Court's order (the "Landlord Cure Period") either (i) post the required bond for appeal, or (ii) within 30 days after issuance of such judgment, pay the total damages awarded by the Court (or otherwise remedy the default if applicable); provided that if Landlord fails to satisfy such requirements, Tenant shall have the right to an abatement of Base Rent only to the extent necessary to satisfy such judgment.

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ARTICLE 27
PEACEFUL ENJOYMENT

Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof (excluding article 7), provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant and performs all of Tenant's covenants and agreements herein contained. This covenant and any and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of Landlord's interest hereunder.

ARTICLE 27A
RELOCATION RIGHT

Not applicable.

ARTICLE 28
HOLDING OVER

In the event of holding over by Tenant after the expiration or other termination of this Lease or in the event Tenant continues to occupy the Premises after the termination of Tenant's right of possession pursuant to Article 25 above, Tenant shall, throughout the entire holdover period, pay rent equal to 150% the Base Rent and 100% of the Additional Rent which would have been applicable had the term of this Lease continued through the period of such holding over by Tenant. If Tenant remains in possession of all or any part of the Premises after the expiration of the Lease Term, with the express written consent of Landlord: (i) such tenancy will be deemed to be a periodic tenancy from month-to-month only; (ii) such tenancy will not constitute a renewal or extension of this Lease for any further term; and (iii) such tenancy may be terminated by Landlord upon the earlier of thirty (30) days' prior written notice or the earliest date permitted by law. Such month-to-month tenancy will be subject to every other term, condition, and covenant contained in this Lease including the Base Rent and Additional Rent provisions. Nothing contained in this Article 28 shall be construed as consent by Landlord to any holding over of the Premises by Tenant, and Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord upon the expiration or earlier termination of this Lease. If Tenant fails to surrender the Premises upon the expiration or earlier termination of this Lease despite demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all loss or liability, including, without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender.

ARTICLE 29
SUBORDINATION TO MORTGAGE

Tenant accepts this Lease subject and subordinate to any mortgage, deed of trust or other lien presently existing or hereafter arising upon the Premises, upon the Building as a whole, and to any renewals, refinancing and extensions thereof, but Tenant agrees that any such Mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as such Mortgagee may reasonably deem appropriate in its discretion. Tenant agrees within 10 days after request therefore to execute a subordination and non-disturbance agreement in the form of agreement attached hereto as Exhibit I or such similar agreement as Landlord may reasonably request. In the event that any mortgage or deed of trust is foreclosed or conveyance in lieu of foreclosure is made for any reason, Tenant shall, if requested by the Mortgagee, attorn to and become the Tenant of the successor-in-interest to Landlord and in such event Tenant hereby waives its right under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder. If in connection with obtaining construction, interim or permanent financing for the Building, the lender shall request modifications to this Lease as a condition to such financing, Tenant will not withhold or delay its consent thereto, provided that

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such modifications do not increase the obligations of Tenant hereunder and do not otherwise materially adversely affect Tenant's rights hereunder. In the event that Tenant should fail to execute any instrument described in this Article 29 promptly as requested, Tenant hereby irrevocably constitutes Landlord as its attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being agreed that such power is one coupled with an interest.

ARTICLE 30
RESERVED

ARTICLE 31
BANKRUPTCY OR INSOLVENCY

31.1 Deemed Rejection of Lease. If the Tenant becomes a debtor under Chapter 7 of the United States Bankruptcy Code (the "Bankruptcy Code"), or in the event that a petition for reorganization or adjustment of debts is filed concerning the Tenant under Chapter 11 or Chapter 13 of the Bankruptcy Code, or a proceeding filed under Chapter 7 is transferred to Chapter 11 or 13, the "Trustee" or the Tenant, as "Debtor-in-Possession," shall be deemed to have rejected this Lease. No election by the Trustee or Debtor-in-Possession to assume this Lease shall be effective unless each of the following conditions, which Landlord and Tenant hereby acknowledge to be commercially reasonable in the context of a bankruptcy proceeding, has been satisfied, and the Landlord has so acknowledge in writing: (i) the Trustee or Debtor-in-Possession has cured, or has provided the Landlord "adequate assurance" (as hereinafter defined) that from the date of such assumption the Trustee or Debtor-in-Possession will promptly cure, all monetary and non-monetary defaults under the Lease; (ii) the Trustee or Debtor-in-Possession has compensated, or has provided to the Landlord adequate assurance that within ten (10) days of the date of assumption the Landlord will be compensated, for any pecuniary loss incurred by the Landlord arising from default of the Tenant, the Trustee, or the Debtor-in-Possession as recited in the Landlord's written statement of pecuniary loss sent to the Trustee or Debtor-in-Possession; and (iii) the Trustee or Debtor-in-Possession has provided the Landlord with adequate assurance of future performance of each of the Tenant's, the Trustee's, or the Debtor-in-Possession's obligations under this Lease; provided, however, that:
(x) the Trustee or Debtor-in-Possession shall also deposit with the Landlord, as security for the timely payment of rent and other sums due hereunder, an amount equal to three months Base Rent, Additional Rent, and other monetary charges accruing under this Lease; and (y) the obligations imposed upon the Trustee or Debtor-in-Possession shall continue with respect to the Tenant or any assignee of this Lease after the completion of the bankruptcy proceedings.

31.2 Adequate Assurance. For purposes of this Section, Landlord and Tenant acknowledge that, in the context of the bankruptcy proceedings of the Tenant, at a minimum, "adequate assurance" shall mean: (i) the Trustee or Debtor-in-Possession will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure the Landlord that the Trustee or Debtor-in-Possession will have sufficient funds to fulfill all of the obligations of Tenant under this Lease; or (ii) the Bankruptcy Court, shall have entered an order segregating sufficient cash payable to the Landlord, and the Trustee or Debtor-in-Possession shall have granted to the Landlord a valid and perfected first lien and security interest or mortgage in property of the Tenant, the Trustee, or the Debtor- in-Possession, acceptable as to value and kind to the Landlord, in order to secure to the Landlord the obligation of the Tenant, Trustee, or Debtor-in-Possession to cure the monetary or non-monetary defaults under the Lease within the time period set forth above.

31.3 Lease Assignments in Bankruptcy Proceedings. The following conditions shall apply to any assignments of this Lease in bankruptcy proceedings if the Trustee or Debtor-in-Possession has assumed this Lease and elects to assign the Lease to any other person, such interest or estate of Tenant in this Lease may be so assigned only if the Landlord has acknowledged in writing that the intended assignee can provide to the Landlord "adequate assurance of future performance" (as herein defined) of all of the terms, covenants and conditions of this Lease to be performed by the Tenant. For the purposes

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of this provision, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding, at a minimum, "adequate assurance of future performance" shall mean that each of the following conditions has been satisfied, and the Landlord has so acknowledged in writing: (i) the proposed assignee has submitted a current financial statement audited by a Certified Public Accountant which shows the net worth and working capital and amounts determined by Landlord to be sufficient to assure the future performance by such assignee of all of Tenant's obligations under this Lease; (ii) the proposed assignee, if requested by the Landlord, has obtained guarantees in form and substance satisfactory to the Landlord from one or more persons who satisfy the Landlord's standards of creditworthiness; and (iii) the Landlord has obtained all consents or waivers from any third party required under any lease, mortgage, financing arrangement, or other agreement by which the Landlord is bound, in order to permit the Landlord to consent to such assignment.

ARTICLE 32
AMERICANS WITH DISABILITIES ACT

32.1 Alterations to Common Areas. Landlord shall, subject to reimbursement as part of the Building's Operating Expenses, be responsible for any alterations, modifications or improvements to the Common Areas which are required under any applicable portion of the Americans With Disabilities Act ("ADA").

32.2 Alterations to Premises. Tenant shall, at Tenant's sole cost and expense, be responsible for any alterations, modifications or improvements to the Premises, and the acquisitions of any auxiliary aids, required under the ADA, including all alterations, modifications, or improvements required: (i) as a result of Tenant (or any subtenant, assignee, or concessionaire) being a "Public Accommodation" (as defined in the ADA); (ii) as a result of the Premises being a "Commercial Facility" (as defined in the ADA); (iii) as a result of any leasehold improvements made to the Premises by, or on behalf of, Tenant or any subtenant, assignee, or concessionaire (whether or not Landlord's consent to such leasehold improvements was obtained); or (iv) as a result of the employment by Tenant (or any subtenant, assignee, or concessionaire) of any individual with a disability. Nothing stated in this paragraph shall diminish the Landlord's responsibility to comply with the ADA with respect to any and all common areas or other portions of the Building in accordance with Section 32.1 hereof, unless such modification results from Tenant's use of the Premises in which event any modifications to the Common Areas or Building will be the sole cost and expense of the Tenant.

32.3 "Use Clause" Implications. With respect to the use restrictions set forth in Article 4 of this Lease, and the restrictions on assignments and subletting set forth in Article 4 of this Lease, it is hereby specifically understood and agreed that Landlord shall have no obligation to consent to, or permit, a use of the Premises, or an assignment of the Lease, or a sublease of the Premises (collectively herein a "Use Change") if such Use Change would require the making of any alterations, modifications, or improvements to the Premises or the Common Areas, or the acquisition of any auxiliary aids, required under the ADA, unless Tenant performs all such acts and satisfies Landlord's requirements for financial responsibility for the costs of such compliance (which may include, by way of example, posting of a completion bond), Tenant shall be responsible for compliance with ADA in the design and layout of the Leasehold Improvements and Landlord shall have no responsibility therefor.

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ARTICLE 33
ATTORNEY FEES

In the event either party commences an action for the enforcement of, or arising out of, a breach of the terms of this Lease, then the prevailing party shall be awarded an amount to be fixed by the court for court costs and reasonable attorney's fees.

ARTICLE 34
NO IMPLIED WAIVER

The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement herein, or to exercise any option, right, power or remedy contained in this Lease, shall not be construed as a waiver or a relinquishment thereof for the future. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Rent due under this Lease shall be deemed to be other than on account of the earliest Rent due hereunder, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy in this Lease provided.

ARTICLE 35
LIMITATION OF LANDLORD LIABILITY

The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to the interest of Landlord in the Building and Tenant agrees to look solely to such amount for recovery of any judgment from Landlord, it being intended that Landlord shall not be personally liable for any judgment or deficiency.

ARTICLE 36
SECURITY DEPOSIT

The Security Deposit shall be paid by Tenant to Landlord concurrently with the execution hereof. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of damages caused by Tenant in case of default by Tenant. Landlord may commingle the Security Deposit with Landlord's other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearage of rent or to satisfy any other covenant or obligation of Tenant hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Provided no uncured Event of Default then exists, 24 months following the Commencement Date, the balance of the Security Deposit (remaining after any prior application thereof under this article) shall be returned by Landlord to Tenant. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit to Tenant.

ARTICLE 37
NOTICE

Any notice in this Lease provided for must, unless otherwise expressly provided herein, be in writing, and may, unless otherwise in this Lease expressly provided, be given or be served by depositing the same in the United States mail, postage paid and certified and addressed to the party to be notified, with return receipt requested, or by delivering the same in person to an officer of such party, or by prepaid telegram, when appropriate, addressed to the party to be notified at the address stated below or such other address, notice of which has been given to the other party. Notice deposited in the mail in the

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manner hereinabove described shall be effective from and after the expiration of three (3) calendar days after it is so deposited. 

Notices to Landlord:   Intown Office, LLC
                       400 S. Fourth Street
                       Suite 107
                       Las Vegas, Nevada 89101

With a copy to:        J. Kevin Ray, Esq.
                       Campbell Bohn Killin Brittan & Ray, LLC
                       270 St Paul, Suite 200
                       Denver, Colorado 80206

Notices to Tenant:     Community Bank of Nevada
                       400 S. Fourth Street
                       Suite (at the Premises)
                       Las Vegas, Nevada 89101

                             ARTICLE 38
                            SEVERABILITY

If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law notwithstanding the invalidity of any other term or provision hereof.

ARTICLE 39
RECORDATION

Tenant agrees not to record this Lease or any memorandum hereof.

ARTICLE 40
GOVERNING LAW

This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the State of Nevada, without regard to its principles of conflict of laws.

ARTICLE 41
FORCE MAJEURE

Whenever a period of time is herein prescribed for the taking of any action by Landlord, Landlord shall not be liable or responsible for, and there shall be excluded from the computation of such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of Landlord.

ARTICLE 42
TIME OF PERFORMANCE

Except as expressly otherwise herein provided, with respect to all required acts of Tenant, time is of the essence of this Lease.

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ARTICLE 43
TRANSFERS BY LANDLORD

Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and property referred to herein, and in such event and upon such transfer Landlord shall be released from any further obligations hereunder, and Tenant agrees to look solely to such successor in interest of Landlord for the performance of such obligations.

ARTICLE 44
COMMISSIONS

Landlord and Tenant hereby indemnify and hold each other harmless against any loss, claim, expense or liability with respect to any commissions or brokerage fees claimed on account of the execution and/or renewal of this Lease due to any action of the indemnifying party. Landlord and Tenant each represent and warrant to each other that no broker has been used in connection with this Lease except for the broker(s) set forth on the Lease Summary hereof, which broker(s) shall be compensated by Landlord absent an agreement to the contrary.

ARTICLE 45
EFFECT OF DELIVERY OF THIS LEASE

Landlord has delivered a copy of this Lease to Tenant for Tenant's review only, and the delivery hereof does not constitute an offer to Tenant or option. This Lease shall not be effective until a copy executed by both Landlord and Tenant is delivered to and accepted by Landlord.

ARTICLE 46
CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY

If Tenant is a corporation, each person signing this Lease on behalf of Tenant represents and warrants that he or she has full authority to do so and that this Lease binds the corporation. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a certified copy of a resolution of Tenant's Board of Directors authorizing the execution of this Lease or other evidence of such authority reasonably acceptable to Landlord. If Tenant is a partnership or limited-liability company, each person signing this Lease for Tenant represents and warrants that he or she is a general partner of the partnership or manager of the limited-liability company, as the case may be, that he or she has full authority to sign for the partnership or the limited-liability company, as the case may be, and that this Lease binds the partnership and all general partners of the partnership. Tenant shall give written notice to Landlord of any general partner's or manager's withdrawal or addition. Within thirty (30) days after this Lease is signed, Tenant shall deliver to Landlord a copy of Tenant's recorded statement of partnership or certificate of limited partnership or certificate of limited-liability company, as the case may be.

ARTICLE 47
JOINT AND SEVERAL LIABILITY

All parties signing this Lease as Tenant shall be jointly and severally liable for all obligations of Tenant.

ARTICLE 48
INTERPRETATION

The captions of the Articles of this Lease, and each specific Section or paragraph within the respective Articles, are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant"

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shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission.

ARTICLE 49
INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS

This Lease is the only agreement between the parties pertaining to the lease of the Premises and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

ARTICLE 50
WAIVER OF JURY TRIAL

Landlord and Tenant by this Article 50 waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties to this Lease against the other on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises, or any other claims (except claims for personal injury or property damage), and any emergency statutory or any other statutory remedy.

ARTICLE 51
ESTOPPEL CERTIFICATES

Within ten (10) days after written request from Landlord, Tenant shall execute and deliver to Landlord or Landlord's designee, a written certificate in the form of Exhibit H, attached hereto and incorporated herein by this reference or such other certificate that certifies that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified), states the dates to which rent and other charges payable under the Lease have been paid, states that Landlord is not in default hereunder (or if Tenant alleges a default stating the nature of such alleged default) and further states such other matters as Landlord shall reasonably require. Tenant acknowledges that any such statement may be relied upon by any Mortgagee, prospective Mortgagee, purchaser or prospective purchaser of the Building or any interest therein. Tenant's failure to execute and deliver any certificate or agreement hereunder within the time required shall be Tenant's consent that all information contained therein is true and correct and at Landlord's election be a default under this Lease. Any certificate, instrument, and/or agreement referred to in this Article 51 may at Landlord's election be in recordable form and may at Landlord's election be duly recorded.

ARTICLE 52
NO MERGER

The voluntary or other surrender of this Lease by Tenant or the cancellation of this Lease by mutual agreement of Tenant and Landlord or the termination of this Lease on account of Tenant's default will not work a merger, and will, at Landlord's option, (i) terminate all or any subleases and subtenancies or (ii) operate as an assignment to Landlord of all or any subleases or subtenancies. Landlord's option under this Article 52 will be exercised by written notice to Tenant and all known sublessees or subtenants in the Premises or any part of the Premises.

ARTICLE 53
COUNTERPARTS

This Lease may be executed in counterparts, and, when all counterpart documents are executed, the counterparts shall constitute a single binding instrument.

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ARTICLE 54
EXHIBITS

All Exhibits as listed on the "List of Agreements" preceding or attached hereto, are incorporated herein and made a part of this Lease for all purposes.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease (which may be in multiple original counterparts) as of the day and year first above written. 

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             Community Bank of Nevada
a Nevada limited liability company

By:   Clark NV Realty, LLC, a Delaware          By: /s/ Edward M. Jamison
      limited liability company, Member           -----------------------------
      By:   Orange County Equities, Limited,    Print Name: Edward M. Jamison
            Member                              Print Title: President/CEO


            By: /s/ B. Bradford Barrett
                ------------------------------
                B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
limited liability company, Member 

By: /s/ Paul Powers
    ------------------------------
    Paul Powers, President

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EXHIBIT "A"

CITY CENTRE PLACE

LEGAL DESCRIPTION

ALL THAT REAL PROPERTY SITUATED IN THE COUNTY OF CLARK, STATE OF NEVADA, BOUNDED AND DESCRIBED AS FOLLOWS:

That portion of the North Half (N 1/2) of the Southwest Quarter (SW 1/4) of
Section 34, Township 20 South, Range 61 East, M.D.B. & M., described as follows:

Lots One (1) and Two (2) as shown by map thereof in File 97 of Parcel Maps, Page 78, in the Office of the County Recorder, Clark County, Nevada.

LANDLORD, FROM TIME TO TIME, SHALL HAVE THE RIGHT TO AMEND THIS LEGAL DESCRIPTION TO ACCURATELY REFLECT THE LEGAL PARCEL IF AND WHEN IT BECOMES NECESSARY TO ADJUST THE LEGAL DESCRIPTION TO ACCOMMODATE THE DEVELOPMENT OF OTHER ADJACENT BUILDINGS.

A-1

EXHIBIT "B"

CITY CENTRE PLACE

FLOOR PLAN OF PREMISES

[To be prepared by Landlord and Tenant and inserted upon execution and delivery of Lease.]

B-1

EXHIBIT "D"

CITY CENTRE PLACE

WORK LETTER

This Work Letter supplements the Lease Agreement (the "Lease") dated concurrently herewith, by and between INTOWN OFFICE, LLC, a Nevada limited liability company, as Landlord, and COMMUNITY BANK OF NEVADA, as Tenant, covering the Premises. All terms not defined herein shall have the same meaning as set forth in the Lease.

1. Construction of Building.

1.1 Base Building Improvements. Landlord has constructed, or shall construct, through its contractor, at Landlord's sole cost, a building shell, including the following ("Base Building Improvements"):

a. outside walls (not including drywall), core walls which are unfinished on tenant's side, elevator lobby and corridor which connect exit stairwells on multi-tenant floors (but not an elevator lobby or corridor on floors with a single tenant);

b. unfinished concrete floors throughout the Premises, broom clean;

c. building standard 110-volt service power and 277-volt and/or 110-volt florescent lighting power at the core;

d. men's and women's restroom facilities with building-standard finishes located on each floor on which the Premises are located;

e. building standard fire alarms and smoke detectors in public areas in accordance with applicable building code on an unoccupied basis and provided only at the core of the Building;

f. plumbing systems stubbed at the core of the Building;

g. primary fire and life safety in a general pattern sprinkler loop throughout the Premises ready for expansion and adjustment when the ceiling for the Premises is installed; and

h. unless modified by Landlord in its sole discretion, primary heating ventilating and air conditioners loop (but not including branch distribution controls and mixing boxes).

1.2 Tenant Improvements Descriptions. Without limiting the generality of the foregoing description of Base Building Improvements, tenant improvements ("Tenant Improvements") shall include the following items:

a. ceiling and lighting in the Premises;

b. floor finishes in the Premises (except elevator lobby, common corridor and toilet rooms on multi-tenant floors);

c. interior finishes of any kind within the Premises (except elevator lobby, toilet rooms and common corridors on multi-tenant floors);

d. interior partitions, demising walls, doors and hardware within the Premises;

D-3

e. terminal boxes and reheat coils or other heating, ventilating and air conditioning or air distribution devices, including distribution duct work and controls or supplemental systems;

f. cooling zone Variable Air Volume boxes (VAV) at a maximum of 1 per approximately 1,000 s.f.

g. distribution of electrical services, plumbing services and sprinklers from the core (except primary sprinkler loop as specified in base building description);

h. fire and life safety systems throughout the Premises, including without limitation exit signs, horn/strobe or intercoms and extinguishers (except as provided in Base Building Improvements);

i. window coverings;

j. architectural and engineering preparation of plans and specifications for the Tenant Improvements to conform to building standards;

k. permits and fees to local jurisdictions; and

l. such other costs as are described in Section 3.2 hereinbelow.

2. Plans and Specifications for Tenant Improvements.

2.1 Landlord has caused its architect to furnish to Tenant for Tenant's approval space plans sufficient to convey the architectural design of the Premises, including, without limitation, the location of doors, partitions, electrical and telephone outlets, plumbing fixtures, heavy floor loads and other special requirements, together with reflective ceiling plans (the "Schematic Space Plans"). Tenant has approved the Schematic Space Plans.

2.2 Upon mutual execution of the Lease, Landlord shall cause its architect to prepare from the Schematic Space Plans complete architectural plans, drawings and specifications and, utilizing Landlord's mechanical, electrical and structural engineers, complete engineered and cross coordinated mechanical, electrical and structural working drawings for all of the Premises, showing the subdivision, layout, finish and decoration work (including carpeting and other floor coverings), all in such form and in such detail as may be reasonably required by Landlord. Such complete plans, drawings and specifications are referred to herein as the "Final Plans". Landlord shall cause the Final Plans to (i) be compatible with the Base Building Improvements, (ii) comply with all applicable laws and ordinances, and the rules and regulations of all governmental authorities having jurisdiction, and (iii) comply with all applicable insurance regulations for a fire resistive Class A Building. Landlord shall submit the Final Plans for the approval of Tenant. If Tenant shall disapprove of any portion of the Final Plans, then within 5 business days after receiving the Final Plans from Landlord, Tenant shall advise Landlord of any and all specific revisions, and reasons therefor, as are reasonably required by Tenant for the purpose of obtaining approval. Landlord shall then submit to Tenant, for Tenant's approval, a redesign of the Final Plans, incorporating the revisions required by Tenant and such modifications thereof as are suggested by Landlord.

2.3 Tenant acknowledges that, unless specifically shown as Landlord's responsibility on the Final Plans, the Tenant Improvements shall not include, nor shall Landlord be responsible for the design, construction or installation of, various nonstructural items which Tenant may find desirable for the Premises including, without limitation, furniture, trade fixtures, office equipment, telephone and communication systems and equipment, plantscaping, artwork or cabling required in connection with any of these items. Notwithstanding the fact that Landlord's architect has prepared the Schematic Space Plans and Final Plans, Tenant shall be solely responsible for the function of such plans. A list of standard improvements for space within the Building ("Building Standards") is available to Tenant upon request. All Tenant Improvements shall be of equal or greater quality than the Building Standards; provided that

D-4

Tenant shall be required to utilize Building Standard window blinds, ceiling systems and light fixtures (and not to utilize any different albeit greater quality).

2.4 Tenant shall cooperate with Landlord in obtaining approval of the Final Plans by all governmental agencies having jurisdiction.

2.5 Landlord shall cause its architect to provide documentation for all changes to the Final Plans at the time each change is authorized for construction.

3. Allowance for Work and Work Cost.

3.1 Tenant shall receive from Landlord the Allowance as specified in the Lease, which Allowance shall be used solely for "Work Costs" (as that term is defined in Section 3.2 below). On or before the 5th day of each calendar month, or as otherwise mutually agreed between Landlord and Tenant, during the construction of the Tenant Improvements, Tenant shall deliver to Landlord: (i) a request for payment of the Tenant's general contractor ("Contractor") approved by Tenant, in a form to be provided by Landlord, showing the schedule, by trade, of percentage of completion of the Tenant Improvements in the Premises, detailing the portion of the Tenant Improvements completed and the portion not completed; (ii) invoices from the Contractor and any applicable subcontractors or material suppliers (collectively, "Tenant's Agents") for labor rendered and materials delivered to the Premises; (iii) executed mechanic's lien releases from all of Tenant's Agents in acceptable form; and (iv) all other information reasonably requested by Landlord. Thereafter, Landlord shall deliver a check to Contractor and/or Tenant's Agents (as applicable) in payment of the lesser of:
(A) the amounts so requested by Tenant less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the "Final Retention"), and (B) the balance of any remaining available portion of the Allowance (not including the Final Retention), provided that Landlord does not dispute any request for payment based on non-compliance of any Tenant Improvements with the Final Plans or due to any substandard work.

Subject to the provisions hereof, a check for the Final Retention payable to Contractor and/or Tenant's Agents (as applicable) shall be delivered by Landlord to Tenant following the substantial completion of construction of the Tenant Improvements, provided that (i) Tenant delivers to Landlord properly executed mechanics lien releases, (ii) Landlord has determined that no substandard Tenant Improvements exist which adversely affects the mechanical, electrical, plumbing, heating, ventilating, and air conditioning, life-safety or other systems of the Building, (iii) Landlord's architect delivers to Landlord a certificate, certifying that the construction of the Tenant Improvements in the Premises has been substantially completed and the City of Las Vegas has issued a certificate of occupancy or its equivalent, and (iv) Tenant has commenced business operations in the Premises.

All Tenant Improvements (unless otherwise agreed to in writing by the Parties), whether or not the cost thereof is covered by the Allowance, shall become the property of Landlord upon expiration or earlier termination of the Lease and shall remain on the Premises at all times during the Lease Term. Tenant shall be entitled to no other payment or rent reduction for any part of the Allowance not utilized by Tenant.

3.2 As used herein, "Work Costs" mean (i) all fees and expenses incurred by Landlord and Tenant in connection with the design and construction of the Tenant Improvements, including, without limitation, engineering fees for the review of the Schematic Space Plans and Final Plans; (ii) the actual contractor costs and charges for material and labor, contractor's profit, overhead and general conditions incurred by Landlord or Tenant in having the Tenant Improvements constructed in accordance with the Final Plans; (iii) governmental agency plan check, permit and other fees and sales and use taxes; (iv) testing and inspection costs; (v) any paint touch-up or repair work necessary due to Tenant's move into the Premises; (vi) all other costs expended or to be expended by Landlord or Tenant in the construction of the Tenant Improvements mini-blinds within the Premises, fluorescent light fixtures, air balancing, and other pre-stocked materials; and (vii) a fee to be paid to Landlord equal to three percent (3%) of all Work Costs for coordination and supervision by Landlord of construction of the Tenant Improvements.

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3.3 The parties acknowledge that Landlord has "pre-stocked" certain Building Standards improvement items for use in the Building, which items must be used by Tenant for construction of the Tenant Improvements.

3.4 If the Final Plans or any amendment thereof or supplement thereto shall require changes in the Base Building Improvements, the increased cost of the Base Building Improvements caused by such changes shall be charged as a Work Cost. The cost thereof shall include all direct architectural and/or engineering fees and expenses in connection therewith.

3.5 In the event that the cost to construct the Tenant Improvements exceeds the Allowance, Tenant shall pay one hundred percent (100%) of such excess.

3.6 Any changes to the approved Final Plans ("Changes") which are requested by Tenant or required by any governmental agency shall be forwarded to Landlord for approval which shall not be unreasonably withheld or delayed.

4. Construction.

4.1 At any time after Landlord has approved the Final Plans and receipt by Landlord and Tenant of all relevant governmental agency approvals and permits for the Tenant Improvements, Tenant shall cause its general contractor ("General Contractor") to commence the construction of the Tenant Improvements, which General Contractor shall be subject to Landlord's reasonable approval. The General Contractor shall have the right to cause all or any portion of such work to be performed by one or more subcontractors.

4.2 In connection with the construction of the Tenant Improvements, each party shall be entitled to rely upon the other party's construction representative who shall be as follows: Landlord's construction representatives ("Landlord's Construction Representative"): Bill Renken, through completion of the Final Plans and thereafter Jeff Eloi, Tenant's construction representative ("Tenant's Construction Representative"): ________________[TO BE DESIGNATED PRIOR TO EXECUTION]. Each respective construction representative shall have the authority to make binding commitments relative to the Tenant Improvements on behalf of the party appointing such construction representative. All inquiries of Tenant pertaining to construction of the Tenant Improvements shall be directed in writing to Landlord's Construction Representative. A party may designate a substitute construction representative by giving written notice to the other party at any time. Any representatives of Tenant who desires to visit the Premises during construction of the Tenant Improvements must obtain the prior consent of Landlord and the General Contractor.

4.3 Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord certificates issued by insurance companies qualified to do business in Nevada evidencing that workmen's compensation, public liability insurance, and property damage insurance and property damage insurance, all in amounts, with companies, and on forms which comply with the insurance requirements set forth in the Lease, are in force and maintained by the General Contractor. All such policies shall name Landlord as an additional insured and shall provide that the same may not be canceled or modified without thirty (30) days' prior notice to Landlord.

4.4 Tenant, at its sole cost and expense, except for Landlord's obligation to pay the Allowance, shall cause the Tenant Improvements to be performed in material compliance with all applicable requirements of insurance bodies having jurisdiction, and in such manner as not to unreasonably interfere with any other tenants of the Building or unreasonably interfere with, delay, or impose any additional expense upon Landlord in the construction, maintenance, or operation of the Building, and so as to maintain harmonious labor relations in the Building; provided, however, that Tenant shall in no event be required to utilize union labor to construct any Tenant Improvements.

4.5 Tenant and the General Contractor (and, its authorized agents, employees and sub-contractors) shall have the right to enter and access the Premises prior to the Commencement Date, for the sole purpose of constructing the Tenant Improvements. Any entry by or on behalf of Tenant shall

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be subject to the Rules and Regulations and any such other reasonable rules, regulations, standards and conditions as Landlord may impose.

4.6 Tenant agrees to indemnify, hold harmless and defend Landlord and the Building from any liability or damages and Landlord from any claim, liability, loss, damage, cost or expense, including reasonable attorneys' fees which Landlord may incur in connection with the construction of the Tenant Improvements in excess of the any unpaid portion of the Allowance. Tenant agrees not to permit or suffer and, to the extent so permitted or suffered, to cause to be removed (which removal may be accomplished by posting a bond) and released within thirty (30) days after Tenant's receipt of notice of the filing thereof, any mechanic's, materialman's or other lien on account of supplies, machinery, tools, equipment, labor or materials furnished or used in connection with the construction of the Tenant Improvements in excess of any unpaid portion of the Allowance.

4.7 Tenant shall cause the General Contractor to keep the Premises and the Building free from accumulations of waste materials, rubbish, and other debris resulting from the work, and at the completion of the work the Tenant shall cause the General Contractor to remove all waste materials, rubbish and debris from and about the Building as well as all tools, construction equipment and machinery, and surplus materials, and will leave the Building clean. Tenant shall, at its sole cost and expense, restore, to their original condition, those portions of the Building not designated for alteration by the contract documents.

4.8 Tenant shall cause the General Contractor to use only new materials, or used fixtures and equipment which are in good operating condition and complete all work with good quality workmanship free from faults or defects.

5. Miscellaneous. Any default by Tenant under the terms of this Work Letter shall constitute a default under the Lease and shall entitle Landlord to exercise all remedies set forth therein. Both Landlord and Tenant agree to use reasonable diligence in performing all of their respective obligations and duties under this Work Letter and in proceeding with the construction and completion of the Building and all Tenant Improvements in the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter Agreement (which may be in multiple original counterparts) as of the day and year first above written. 

LANDLORD:                                      TENANT:

INTOWN OFFICE, LLC,                            Community Bank of Nevada
a Nevada limited liability company

By:   Clark NV Realty, LLC, a Delaware
      limited liability company, Member        By: /s/ Edward M. Jamison
      By:   Orange County Equities, Limited,       --------------------------
            Member                             Print Name: EDWARD M. JAMISON
                                               Print Title: PRES/CEO


            By: /s/ B. Bradford Barrett
                ------------------------------
                B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
limited liability company, Member 

By: /s/ Paul Powers
    ------------------------------
     Paul Powers, President

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EXHIBIT "E"

CITY CENTRE PLACE

BUILDING RULES AND REGULATIONS

1. Tenant, or its officers, agents, employees, contractors or vendors, shall not obstruct sidewalks, doorways, vestibules, halls, corridors, stairways, lobbies and other common areas (the "Public Areas") with refuse, furniture, boxes, or other items. The Public Areas shall not be used for any purpose other than ingress and egress to and from the Premises, or for going from one part of the Building to another part of the Building. Tenant's doors to the Premises shall not be blocked open and shall remain closed at all times unless first approved in writing by Landlord in its sole discretion.

2. Plumbing, fixtures and appliances shall be used only for the purposes for which constructed, and no unsuitable material shall be placed therein.

3. Except for those specific sign rights granted by Article 10 of the Lease, no signs, directories, posters, advertisements, or notices shall be painted on or affixed to any portion of the Building or Premises or other parts of the Building or within Tenant's Premises which are visible from any Public Areas or the Building exterior, except in such color, size, and style, and in such places, as shall be first approved in writing by Landlord in its sole discretion. The Premises shall be identified by a standard suite sign which Landlord shall order at Tenant's expense. Landlord shall have the right to remove all unapproved signs without notice to Tenant, at Tenant's expense. Landlord shall include one listing (or more at Landlord's sole discretion) for Tenant on its directory of Tenants.

4. Tenant shall not do, or permit anything to be done in or about the Building, or bring or keep anything therein, that will in any way increase the possibility of fire or other hazard or increase rate of fire or other insurance on the Building. Tenant shall not use or keep in the Building any inflammable or explosive fluid or substance or any illuminating materials. No space heaters or portable fans shall be operated in the Building. Tenant must submit to Landlord a certificate of Fire Retardancy for any fresh evergreens (i.e. Christmas tree, wreaths) to be brought onto the Premises.

5. Tenant shall notify Landlord when safes or other heavy equipment are to be taken in or out of the Building, and such moving shall only be done after written permission is obtained from Landlord on such conditions as Landlord may require in its sole discretion. Landlord shall have the power to prescribe the weight and position of heavy equipment or other objects which may overstress any portion of the Building. All damage done to the Building by such heavy items will be repaired at the sole expense of the responsible Tenant.

6. During normal business hours, Tenant may receive routine deliveries at the Premises (i.e. office supplies, bottled water, mail couriers and parcel shipments). All such deliveries must be made via the Building's designated service access route and under no circumstances through the front lobby door. Tenant's initial move-in, move-out and all other non-routine deliveries (i.e. furnishings, large equipment) must occur after normal business hours and only after written permission is obtained from Landlord, on such conditions as Landlord may require in its sole discretion. During all non-business hours (i.e., evenings, weekends, and holidays) when the Premises are not in use, Tenant shall maintain all window blinds in a down position.

7. Tenant shall cooperate with Landlord in keeping the Premises neat and clean.

8. Tenant shall not cause or permit any improper noises in the Building, or allow any unpleasant odors to emanate from the Premises, or otherwise interfere, injure or annoy in any way other tenants in the Building, or persons having business with them.

9. No animals shall be brought into or kept in or about the Building, with the exception of seeing eye dogs.

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10. When conditions are such that Tenant must dispose of small shipping crates or boxes, it will be the responsibility of Tenant to break down and dispose of same in the refuse container designated by Landlord. The disposal of large shipping crates or boxes (or other large objects or quantities), which in Landlord's sole determination could overload the designated refuse container, must be accommodated through Tenant's mover or vendor or may otherwise be prearranged through Landlord at an additional charge to Tenant's account.

11. No machinery of any kind, other than ordinary office machines such as typewriters, calculators, facsimile equipment and personal computer equipment shall be operated on the Premises unless first approved in writing by Landlord in its sole discretion.

12. No bicycles, motorcycles or similar vehicles will be allowed in the Building.

13. No nails, hooks, or screws shall be driven into or inserted in any part of the Building unless first approved in writing by Landlord in its sole discretion.

14. After normal business hours, Landlord reserves the right to exclude from the Building any person who does not possess an authorized means of access such as a key, card key, or a prearranged written authorization and who is otherwise not an employee or guest of Tenant. Tenant and its officers, agents or employees shall utilize card keys only as instructed by Landlord and in no event shall Tenant allow access to anyone, other than its officers, agents, employees, guests or vendors.

15. Canvassing, soliciting and peddling in Public Areas, or otherwise within the Building, are strictly prohibited. Unless otherwise approved by Landlord in writing, Tenant shall not use the Premises for the sale of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to other tenants in the Building or the general public. Tenant shall not use the Premises for any business or activity other than that specifically provided for in Tenant's lease. Tenant shall not make door-to-door solicitation of business from other tenants in the Building.

16. Tenant shall initially be given two (2) keys to the Premises by Landlord. No duplicates of such keys shall be made by Tenant. Additional keys shall be obtained only from Landlord, at a reasonable fee to be determined by Landlord and that the fee will in no event exceed Landlord's cost thereof by more than $10 per key copy. No additional locks shall be placed upon any doors unless first approved by Landlord in writing. Upon termination of Tenant's lease, Tenant shall surrender all keys to the Premises (and, if applicable, card keys) to Landlord and shall otherwise give Landlord the combination of all locks on the Premises.

17. Tenant will not locate furnishings or cabinets adjacent to mechanical or electrical access panels or over air conditioning outlets so as to prevent operating personnel from servicing such units as routine or emergency access may require. Cost of moving such furnishings for Landlord's access will be billed to Tenant. The lighting and air conditioning equipment of the Building is the exclusive charge of Landlord and its employees.

18. Tenant shall comply with all parking rules and regulations as posted and distributed by Landlord from time to time.

19. No portion of the Building shall be used for the purpose of lodging rooms.

20. Tenant shall not waste electricity, water or other utilities. Tenant will comply with any governmental energy-saving rules, laws or regulations of which Tenant has received notice. Tenant agrees to cooperate fully with Landlord to assure the effective operation of the Building's heating and air conditioning and to refrain from adjusting thermostat controls.

21. Vending machines or dispensing machines of any kind shall not be placed in the Premises by Tenant, unless first approved in writing by Landlord in its sole discretion.

22. Landlord's written approval, which shall be at Landlord's sole discretion, must be obtained prior to changing from the standard blinds. Landlord will control all blinds and internal lighting that may be visible

E-2

from the exterior or Public Areas of the Building and shall have the right to change any unapproved blinds and lighting at Tenant's expense.

23. Tenant shall not make any changes or alterations to any portion of the Building without Landlord's prior written approval, which may be given on such conditions as Landlord may require in its sole discretion. All such work shall be done by Landlord or by Landlord's contractors and/or workers approved by Landlord, who must work under Landlord's supervision and within Landlord's standards and guidelines.

24. Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address including its address on stationery, brochures and advertising materials, without Landlord's prior written approval, which may be given on such conditions as Landlord may require in its sole discretion.

25. Tenant shall comply with all safety, fire protection, and evacuation procedures and regulations established by Landlord or any governmental agency. Landlord has the right to evacuate the Building in the event of an emergency or catastrophe. Landlord reserves the right to prevent access to the Building in cases of invasion, mob, riot, bomb threat, public excitement or other commotion by closing the doors or by taking other appropriate action.

26. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked when the Premises are not fully inhabited.

27. Smoking shall not be permitted in Common Areas throughout the Building, including lobbies, hallways, restrooms and stairwells. Smoking is permitted outside the Building; however, smokers must utilize the ash urns which are located outside the Building.

28. Landlord has the right to designate a property management company to, among other things, monitor and enforce the Rules and Regulations.

29. Tenant is solely responsible for the cost to maintain and repair any and all "Above Standard" items installed within their Premises (i.e., computer room air conditioning unit, sinks, garbage disposals, dishwashers, custom locking devices, specialty lighting, private restroom fixtures, etc.).

30. Landlord reserves the right to rescind any of these rules and regulations and to make such other and further rules and regulations as in its sole judgment shall from time to time be required for the successful and professional operation of the Building, which rules shall be binding upon each tenant and its officers, agents, employees, guests and vendors upon delivery to tenant.

E-3

EXHIBIT "F"

CITY CENTRE PLACE

COMMENCEMENT MEMORANDUM

Community Bank of Nevada

Re: COMMENCEMENT MEMORANDUM

Dear________________:

With reference to that certain lease (the "Lease"), dated _______________ ______________, 20_______, between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord"), and Community Bank of Nevada, a _____________________________ ("Tenant"), you are hereby notified of the following. All capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Lease.

1. By execution hereof, you acknowledge and agree that all improvements or other work required of us has been satisfactorily performed and you hereby accept the Premises in full compliance with the terms and conditions of the Lease.

2. The Commencement Date of the Lease was _______, and the Lease will expire at midnight, 20_____, if not extended or renewed or terminated earlier pursuant to the Lease.

3. The Premises consist of ______(________) square feet of Rentable Area and ________________(_______) square feet of Usable Area.

4. The prorated amount of Base Rent and Additional Rent for Operating Expenses for the partial month of _________ is $______________ and $___________, respectively.

5. The amount of Base Rent and Additional Rent for Operating Expenses for the first full month is $ and $________, respectively.

6. On ______, 20__, you deposited with us a security deposit in the amount of _______________ Dollars ($_________).

7. Pursuant to Exhibit "J" of the Lease, you have the right to renew the term of the Lease for ____ (______) additional term of ______________ (______) years. The Second Lease Term shall commence on _____, 20_____, provided Tenant gives Landlord written notice on or before ____________, 20_____, in accordance with the terms of the Lease.

8. Pursuant to Exhibit "K" of the Lease, you have under certain conditions a restricted right to expand the Rentable Area of the Premises to ____________ thousand (_____) square feet of contiguous rentable area adjacent to the Premises located on the _________(___th) floor of the Building.

///

///

///

Except as may be amended herein, all terms and conditions of the Lease shall continue in full force and effect and are hereby republished, ratified, and reaffirmed in their entirety. This Commencement Memorandum shall be binding upon and may be relied upon by the parties hereto and their respective legal representatives, successors, and assigns.

Very truly yours,

F-1

INTOWN OFFICE, LLC, 

                                 a Nevada limited liability company

                                 By:  Clark NV Realty, LLC, a Delaware
                                      limited liability company, Member
                                      By:   Orange County Equities, Limited,
                                            Member

                                            By: _______________________________
                                                B. Bradford Barrett, President

Acknowledged and agreed to       By:  Pauls Equities, LLC, a Colorado
this___ day of______, 20___, by       limited liability company
Community Bank of Nevada

                                      By:   ___________________________
                                            Paul Powers, President

By:______________________________
Print Name:______________________
Print Title:_____________________

F-2

EXHIBIT "G"

CITY CENTRE PLACE

GUARANTY OF LEASE

Not Applicable

G-1

EXHIBIT "H"

CITY CENTRE PLACE

ESTOPPEL CERTIFICATE

With reference to that certain lease (the "Lease"), dated_______________, 20____, between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord") and_____________________________ Community Bank of Nevada, a___________________("Tenant"), you are hereby notified of the following. All capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Lease.

The undersigned Tenant certifies as follows to Landlord, its actual and prospective assignees and lenders, and all actual and prospective purchasers of the Building (each of whom is irrevocably entitled to rely on this Estoppel Certificate):

1. A true, correct, and complete copy of the Lease (including all riders, attachments, amendments, and/or exhibits thereto) is attached to this instrument as Attachment 1 and represents the entire agreement between the Landlord and Tenant relating to the Premises. There are no oral or other written agreements between Landlord and Tenant relating to the Premises or the transaction contemplated by the Lease.

2. Tenant has accepted possession of the Demised Premises under the Lease, and the term of the Lease commenced on________, 20__ and will expire on_______, __.

3. By the terms of the Lease, Tenant is presently obligated to pay, without present right of defense or offset, monthly base rent of $__________________. Additionally, Tenant is to reimburse Landlord for ______________________. Tenant has no claim against Landlord for any rent paid more than thirty (30) days in advance or any deposits or other sums other than_________.

4. Any improvements contemplated by the Lease have been completed in their entirety in accordance with the terms of the Lease, except for _____.

5. The address for notice to Tenant under the Lease is correct as of the date hereof.

6. Tenant has no right of first refusal, option, or other right to purchase the Premises or any part thereof, including, without limitation, the Premises.

7. The execution of the Lease was duly authorized by Tenant, is in full force and effect, and is valid, binding, and enforceable against Tenant in accordance with its terms. There exists no default, nor state of facts which with notice, the passage of time, or both, could mature into a default on the part of either Tenant or Landlord.

8. There has not been filed by or against nor, to Tenant's best knowledge and belief, is there threatened against or contemplated by Tenant, a petition in bankruptcy, voluntary or otherwise, any assignment for the benefit of creditors, any petition seeking reorganization or arrangement under the bankruptcy laws of the United States or any state thereof, or any other action brought under said bankruptcy laws.

9. Tenant has obtained all necessary governmental licenses and permits required to lawfully conduct its business at the Premises, including, but not limited to, business, department of health, and safety licenses or permits.

10. Tenant has not assigned or otherwise transferred its interest in the Lease to any party or sublet any portion of the Premises.

11. Pursuant to the Lease, Tenant has deposited with Landlord a security deposit in the amount of Dollars ($____________).

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12. By the terms of the Lease, Tenant has the option to renew the Lease for an additional lease term beginning on the day next following the expiration date of the Lease Term and continuing for five years thereafter. Further, Tenant has the option to renew the Lease for a second additional lease term beginning on the day next following the expiration date of the first extension term and continuing for five years thereafter.

13. By the terms of the Lease, Tenant has under certain conditions a restricted right of opportunity to expand the Rentable Area of the Premises to thousand ( ) square feet of rentable area adjacent to the Premises located on the first floor of the Building.

Except as may be amended herein, all terms and conditions of the Lease shall continue in full force and effect and are hereby republished, ratified, and reaffirmed in their entirety. This Certificate shall be binding upon and may be relied upon by the parties hereto and their respective legal representatives, successors, and assigns.

IN WITNESS WHEREOF, the parties have executed this Certificate as of the day and year first above written. 

LANDLORD:                                          TENANT:

INTOWN OFFICE, LLC,                                Community Bank of Nevada
a Nevada limited liability company

By:    Clark NV Realty, LLC, a Delaware
       limited liability company, Member           By:_________________________
       By:      Orange County Equities, Limited,   Print Name:_________________
                Member                             Print Title:________________

                By:______________________________  ATTEST:
                    B. Bradford Barrett, President

By:     Pauls Equities, LLC, a Colorado            Title:______________________
        limited liability company, Member

        By:_______________________________________
           Paul Powers, President


STATE OF____________________)
                            )     ss.
COUNTY OF___________________)

This instrument was acknowledged before me on_____________, 20___by B. BRADFORD BARRETT, President of Orange County Equities, Limited, Member of Clark NV Realty, LLC, a Delaware limited liability company, Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

(Signature of Notarial Officer)

(Seal, if any) (My Commission Expires_____________)

STATE OF____________________)

H-2

) ss.
COUNTY OF___________________)

This instrument was acknowledged before me on ___________, 20___ by Paul Powers, President of Pauls Equities, LLC, a Colorado limited liability company, Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

(Signature of Notarial Officer)

(Seal, if any) (My Commission Expires_____________________)

STATE OF____________________)

) ss.

COUNTY OF___________________)

This instrument was acknowledged before me on __________, 20___ by __________________________ as _________________ of __________________.

(Signature of Notarial Officer)

(Seal, if any) (My Commission Expires ________________)

H-3

ATTACHMENT 1
TO EXHIBIT "H"

CITY CENTRE PLACE

LEASE AGREEMENT

H-4

EXHIBIT"I"

CITY CENTRE PLACE

SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT

THIS SUBORDINATION, NON-DISTURBANCE, AND ATTORNMENT AGREEMENT (this "Agreement") is made this________ day of _________________, 20______, by and among _______________________(collectively with its assignee(s), "Lender"), INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord"), and COMMUNITY BANK OF NEVADA ("Tenant") with respect to (i) that certain Lease Agreement dated__________________________(the "Lease," and the premises subject thereto, the "Premises") made by and between Landlord and Tenant; and (ii) the loan or proposed loan (the "Loan") made or to be made by Lender and secured or to be secured by a deed of trust and/or other security instrument(s) (the "Deed of Trust") upon the real property which the Premises is situated on (the "Real Property").

NOW, THEREFORE, the parties agree as follows:

1. Subordination. The Lease, all renewals or modifications thereto, and all of Tenant's rights thereunder, shall be subordinate to the rights of the Lender under the Deed of Trust.

2. Attornment. Tenant shall attorn to and recognize any purchaser at a foreclosure sale under the Deed of Trust, any transferee who acquired the Real Property by deed in lieu of foreclosure, and the successors and assigns of such purchaser, as its landlord for the unexpired balance (and any extensions, if exercised) of the Lease, on the same terms and conditions as are set forth in the Lease.

3. Non-Disturbance. If it becomes necessary to foreclose the Deed of Trust, or if a purchaser or other transferee acquires the Real Property in accordance with Paragraph 2, the Lease shall remain in full force and effect and neither Lender nor such other transferee shall terminate the Lease, nor interfere with, abridge, or limit Tenant's use, possession, or enjoyment of the Premises or any of Tenant's rights and privileges under the Lease, nor join Tenant in summary or foreclosure proceedings. The preceding sentence shall apply only so long as Tenant is not in default under any of the terms, covenants, or conditions of the Lease beyond any applicable grace or cure period.

4. Effects of Succession of Lender to Landlord's Interest in the Real Property. If Lender succeeds to the interest of Landlord under the Lease, Lender shall not be: (i) liable for any act or omission of any prior landlord (including Landlord); (ii) liable for the return of any security deposit unless such deposit has been delivered to Lender by Landlord or is in an escrow fund available to Lender; (iii) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord); (iv) bound by any rent or additional rent that Tenant might have paid for more than the current month to any prior landlord (including Landlord); (v) bound by any amendment, modification, or termination of the Lease made without Lender's consent; or (vi) bound by any termination of the Lease given by Landlord to Tenant without Lender's prior written consent, except for any option originally granted to Tenant in the Lease to terminate all or any portion of the Lease.

5. Payments by Tenant Upon Landlord Default. Landlord has agreed under the Deed of Trust and other documents pertaining to the Loan that rentals payable under the Lease shall be paid directly by Tenant to Lender upon default by Landlord under the Deed of Trust. After receipt of notice from Lender to Tenant that rentals under the Lease shall be paid to Lender, Tenant shall pay to Lender, or at the direction of Lender, all monies due or to become due to Landlord under the Lease. Tenant shall have no responsibility to ascertain whether such demand by Lender is permitted under the Deed of Trust, or to inquire into the existence of a default. Landlord hereby waives any right, claim, or demand it may now have or hereafter have against Tenant by reason of such payment to Lender, and any such payment shall discharge the obligation of Tenant to make such payment to Landlord, and Tenant shall make such payment notwithstanding any claim from Landlord that no default by Landlord exists. Lender shall defend, indemnify, and save Tenant harmless from any claims, losses, expenses, or liabilities (including reasonable attorney fees and other costs of defense) asserted by Landlord arising out of Tenant's complying with Lender's instructions under this Paragraph.

I-1

STATE OF____________________)

) ss.

COUNTY OF___________________)

This instrument was acknowledged before me on _____________, 20________ by B. BRADFORD BARRETT, President of Orange County Equities, Limited, Member of Clark NV Realty, LLC, a Delaware limited liability company, Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

(Signature of Notarial Officer)

(Seal, if any) (My Commission Expires____________________)

STATE OF____________________)

) ss.

COUNTY OF___________________)

This instrument was acknowledged before me on _________, 20____ by Paul Powers, President of Pauls Equities, LLC, a Colorado limited liability company, Member of INTOWN OFFICE, LLC, a Nevada limited liability company.

(Signature of Notarial Officer)

(Seal, if any) (My Commission Expires____________________) 

STATE OF NEVADA  )
                 )     ss.
COUNTY OF CLARK  )

This instrument was acknowledged before me on 4-3-02 by Edward M. Jamison as President of Community Bank of Nevada. 

                                   /s/ Sharon M. Karr
                                  ------------------------------------------
                                  (Signature of Notarial Officer)
(Seal, if any)                    (My Commission Expires Aug. 12, 2005)

NOTARY PUBLIC
STATE OF NEVADA 

[SEAL]       County of Clark
             SHARON M. KARR
           Appt. No. 97-3291-1

My Appt. Expires Aug. 12, 2005

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EXHIBIT "J"

CITY CENTRE PLACE

OPTION AGREEMENT

THIS OPTION AGREEMENT TO LEASE is attached to the Lease between INTOWN OFFICE, LLC, a Nevada limited liability company (the "Landlord") and COMMUNITY BANK OF NEVADA (the "Tenant").

Tenant shall have the following option (the "Option") to renew this Lease:

1. Subject to Section 2 below, Tenant may, by notifying Landlord of its election in writing ("Extension Notice") at least twelve (12) months prior to the end of the Lease Term, renew this Lease for one (1) additional lease term (the "Second Lease Term") beginning on the day next following the expiration date of the Lease Term and continuing for five years. Further, subject to
Section 2 below, Tenant may, by notifying Landlord of its election in writing ("Extension Notice") at least twelve (12) months prior to the end of the Second Lease Term, renew this Lease for another additional lease term (the "Third Lease Term") beginning on the day next following the expiration date of the Second Lease Term and continuing for five years. Such renewals shall be on all of the terms and conditions of this Lease which are not inconsistent herewith, except that the rentals payable during the Second Lease Term and the Third Lease Term shall be at the existing fair market rental (the "Fair Market Rate") of comparable space (with the first floor space compared to similarly situated first floor highly visible retail space and the second floor space compared to similarly situated office space) as of the date of renewal, but not less than the Base Rent, including adjustments to Base Rent, payable with respect to the final year of the Lease Term.

2. The Fair Market Rate for the Premises shall be the then going rate for comparable space in the Building as determined by Landlord in good faith but in its sole discretion. Landlord shall notify Tenant of Landlord's good faith determination of the prevailing Fair Market Rate no later than ten (10) months prior to the end of the Lease Term or Second Lease Term as applicable. No later than one (1) month after Landlord notifies Tenant of the prevailing Fair Market Rate, Tenant shall notify Landlord whether Tenant accepts Landlord's determination. If Tenant fails to so notify Landlord, Tenant will be deemed conclusively to have accepted Landlord's determination. If Tenant does not accept Landlord's determination (and if Tenant is not deemed to have accepted Landlord's determination), then Tenant's election to exercise the Option shall be deemed to be rescinded, Tenant shall have no further rights under the Option, and the Lease shall expire on the original date that the Lease Term was to expire.

J-1

FIRST AMENDMENT TO
CITY CENTRE PLACE LEASE AGREEMENT

THIS FIRST AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this "Amendment") is entered into as of this 3rd day of October, 2002 ("EFFECTIVE DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

WITNESSETH

WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease Agreement, dated effective April 5, 2002 in the office building owned by Landlord known as City Centre Place and located at 400 S. Fourth Street, Las Vegas, Nevada ("Building") which Premises and Building are more particularly described in the Lease;

WHEREAS, Tenant desires to lease ONE (1) additional parking space, and Landlord and Tenant have agreed to amend the lease to reflect the addition of the parking spaces, and otherwise amend the Lease in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Tenant and Landlord agree as follows:

1. TERMS. All capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease, unless otherwise defined herein or the context hereof provides to the contrary.

2. PARKING AGREEMENT. The Parking Agreement attached to the Lease as Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 11 Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking spaces: and 8 Designated Executive Parking space. All such spaces shall be subject to the remaining terms and conditions of the Parking Agreement, including the obligation to pay the stated monthly rent for each of the spaces.

3. RATIFICATION OF LEASE. Except as expressly amended by this Amendment, the Lease and the Parking Agreement is hereby ratified in its entirety and shall remain in full force and effect. All references to "Lease" in the Lease shall be deemed to refer to the Lease as amended by this Amendment, and as the same may be further amended in writing from time to time. In the event of a conflict between the terms and conditions of the Lease or the Parking Agreement and the terms and conditions of this Amendment, this Amendment shall prevail and be controlling.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Lease Agreement effective as of the date first set forth above.

1 
LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Edward M. Jamison
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name:_____________________

                                                Print Title:____________________

        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        --------------------------------------
        Paul Powers, President

2

SECOND AMENDMENT TO
CITY CENTRE PLACE LEASE AGREEMENT

THIS SECOND AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this "Amendment") is entered into as of this 1st day of February, 2004 ("EFFECTIVE DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

WITNESSETH

WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease Agreement, dated effective April 5, 2002 and First Amendment, dated effective October 3, 2002, in the office building owned by Landlord known as City Centre Place and located at 400 S. Fourth Street, Las Vegas, Nevada ("Building") which Premises and Building are more particularly described in the Lease;

WHEREAS, Tenant desires to lease five (5) additional parking spaces and change all of the Unreserved Parking Spaces to Executive Reserved Parking Space. Landlord and Tenant have agreed to amend the lease to reflect the addition of the parking spaces, and otherwise amend the Lease in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Tenant and Landlord agree as follows:

1. TERMS. All capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease, unless otherwise defined herein or the context hereof provides to the contrary.

2. PARKING AGREEMENT. The Parking Agreement attached to the Lease as Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 0 Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking spaces: and 22 Designated Executive Parking space. Designated Guest Parking Spaces are identified as numbers 9, 10, 11, 12, 13, and 14. Designated Executive Parking Space are identified as numbers L31, L32, L33, L34, L35, L36, L37, L38, L39, L40, L41, L42, L43, L44, L45, L48, L49, L50, L51, L52, L53, L54, L55, and L56. All such spaces shall be subject to the remaining terms and conditions of the Parking Agreement, including the obligation to pay Seventy Five Dollars and No/100 ($75.50) per space per month for fourteen (14) spaces and One Hundred Dollars and No/100 ($100.00) per space per month for the other fourteen (14) spaces.

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3. RATIFICATION OF LEASE. Except as expressly amended by this Amendment, the Lease and the Parking Agreement is hereby ratified in its entirety and shall remain in full force and effect. All references to "Lease" in the Lease shall be deemed to refer to the Lease as amended by this Amendment, and as the same may be further amended in writing from time to time. In the event of a conflict between the terms and conditions of the Lease or the Parking Agreement and the terms and conditions of this Amendment, this Amendment shall prevail and be controlling.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Lease Agreement effective as of the date first set forth above. 

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Cathy Robinson
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name: Cathy Robinson

                                                Print Title: CEO
        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        ----------------------------------
        Paul Powers, President

2

THIRD AMENDMENT TO
CITY CENTRE PLACE LEASE AGREEMENT

THIS THIRD AMENDMENT TO CITY CENTRE PLACE LEASE AGREEMENT (this "Amendment") is entered into as of this 1st day of April, 2004 ("EFFECTIVE DATE"), by and between INTOWN OFFICE, LLC, a Nevada limited liability company ("Landlord") and COMMUNITY BANK OF NEVADA, ("Tenant").

WITNESSETH

WHEREAS, COMMUNITY BANK OF NEVADA and the Landlord entered into a Lease Agreement, dated effective April 5, 2002, First Amendment, dated effective October 3, 2002, and Second Amendment, dated effective February 1, 2004 in the office building owned by Landlord known as City Centre Place and located at 400 S. Fourth Street, Las Vegas, Nevada ("Building") which Premises and Building are more particularly described in the Lease;

WHEREAS, Tenant desires to lease three (3) Unreserved Parking Spaces. Landlord and Tenant have agreed to amend the lease to reflect the addition of the parking spaces, and otherwise amend the Lease in accordance with the terms and conditions of this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, Tenant and Landlord agree as follows:

1. TERMS. All capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease, unless otherwise defined herein or the context hereof provides to the contrary.

2. PARKING AGREEMENT. The Parking Agreement attached to the Lease as Exhibit C is hereby amended to provide that Tenant shall be entitled to use: 3 Unreserved Parking spaces; 6 spaces in the grade level Designated Guest Parking spaces: and 24 Designated Executive Parking space. Designated Guest Parking Spaces are identified as numbers 9, 10, 11, 12, 13, and 14. Designated Executive Parking Space are identified as numbers L31, L32, L33, L34, L35, L36, L37, L38, L39, L40, L41, L42, L43, L44, L45, L48, L49, L50, L51, L52, L53, L54, L55, and L56. All such spaces shall be subject to the remaining terms and conditions of the Parking Agreement, including the obligation to pay Seventy Five Dollars and No/100 ($75.00) per space per month for nineteen (19) spaces and One Hundred Dollars and No/100 ($100.00) per space per month for the other fourteen (14) spaces.

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3. RATIFICATION OF LEASE. Except as expressly amended by this Amendment, the Lease and the Parking Agreement is hereby ratified in its entirety and shall remain in full force and effect. All references to "Lease" in the Lease shall be deemed to refer to the Lease as amended by this Amendment, and as the same may be further amended in writing from time to time. In the event of a conflict between the terms and conditions of the Lease or the Parking Agreement and the terms and conditions of this Amendment, this Amendment shall prevail and be controlling.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Lease Agreement effective as of the date first set forth above. 

LANDLORD:                                       TENANT:

INTOWN OFFICE, LLC,                             COMMUNITY BANK OF NEVADA
a Nevada limited liability company

By: Clark NV Realty, LLC, a Delaware
    limited liability company, Member           By: /s/ Cathy Robinson
    By: Orange County Equities, Limited,            ----------------------------
        Member
                                                Print Name: Cathy Robinson

                                                Print Title: CEO
        By: /s/ B. Bradford Barrett
            ------------------------------
            B. Bradford Barrett, President

By: Pauls Equities, LLC, a Colorado
    limited liability company, Member

    By: /s/ Paul Powers
        ----------------------------------
        Paul Powers, President

2

EXHIBIT 10.5

AGREEMENT FOR INFORMATION

TECHNOLOGY SERVICES

BETWEEN

COMMUNITY BANK OF NEVADA

AND

AURUM TECHNOLOGY INC.

AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES

THIS AGREEMENT ("Agreement") is between AURUM TECHNOLOGY INC. ("Aurum"), a Delaware corporation with an address at 2701 West Plano Parkway, Suite 600, Piano, Texas 75075, and COMMUNITY BANK OF NEVADA ("Customer"), a state chartered bank with an address at 1400 South Rainbow Blvd., Las Vegas, NV 89102.

WHEREAS, Customer desires to purchase information technology services from Aurum, and;

WHEREAS, Aurum is willing to provide such information technology services to Customer all as set forth in this Agreement.

NOW, THEREFORE, Customer and Aurum hereby agree as follows:

ARTICLE I - DEFINITIONS

1.1 Definitions. In this Agreement:

(a) "Account Record" is an end-customer account (including, without limitation, any open or closed DDA/checking account, savings account, certificate of deposit account, or loan account) that is maintained on the Aurum System during the applicable month.

(b) "Additional Services" are the Services described in Section 3.1(d).

(c) "Basic Services" are the Services listed in Schedule A.

(d) "Business Day" is each weekday, Monday through Friday, that is not a holiday of Customer.

(e) "Conversion Services" are the Services described in Section 3.1(c).

(f) "Customer Systems" are the Systems listed in Schedule D to be provided by Customer for use in conjunction with Aurum Systems.

(g) "Data Center" is the space at one or more locations where Aurum performs Services, excluding Customer locations.

(h) "Aurum Systems" are all Systems, except for Systems provided by Customer, used by Aurum to provide Services, including without limitation any improvements, modifications, or enhancements made by Aurum to any System and provided to Customer under this Agreement.

(i) "ECI" is the Employment Cost Index for Total Compensation (not seasonally adjusted), Private Industry Workers, White Collar Occupations Excluding Sales, June 1989 = 100 as published by

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the Bureau of Labor Statistics of the U.S. Department of Labor. If the Bureau of Labor Statistics stops publishing the ECI, the parties will substitute another comparable measure published by a mutually agreeable source. However, if such change is merely to redefine the base period for the ECI from 1989 to some other period, the parties will continue to use the ECI but will, if necessary, convert the two ECI's being compared to the same basis by multiplying one of them by the appropriate conversion factor.

(j) "Effective Date" is the date that this Agreement is executed by Aurum pursuant to Section 9.10.

(k) "Equipment" is all telecommunications lines, modems, and other equipment, including without limitation terminals, control units, ports, logical units, and all related data transmission services required by Aurum for Customer to access the Aurum Systems, transmit data to Aurum, and receive reports and other output from Aurum.

(l) "Initial Term" is defined in Section 2.1.

(m) "Operational Date" is the later of (i) the Effective Date, or (ii) the first day of the calendar month in which any Conversion Services are completed and Customer has the capability to input transactions or data for processing by Aurum.

(n) "Optional Services" are the Services listed in Schedule B.

(o) "PC Software" means, if applicable, the PC-based software applications to be utilized by Customer in connection with the Services, as such software applications are described in Schedule A.

(p) "Renewal Terms" is defined in Section 2.1.

(q) "Service" or "Services" are all of the services to be provided by Aurum under this Agreement, which include the Basic Services, Optional Services, Conversion Services, and Additional Services.

(r) "System" or "Systems" are (i) computer programs, including without limitation software, firmware, application programs, operating systems, files, and utilities; (ii) supporting documentation for such computer programs, including without limitation input and output formats, program listings, narrative descriptions, operating instructions and procedures, user and training documentation, special forms, and source code; and (iii) the tangible media upon which such programs are recorded, including without limitation chips, tapes, disks, and diskettes.

Other terms are defined elsewhere in this Agreement.

ARTICLE II - TERM

2.1 Term. This Agreement will begin on the Effective Date and, unless terminated earlier under Section 7.2, 7.3, 7.4, or 9.5, will continue for a period of five years from the Operational Date (the "Initial

2

Term"). Thereafter, this Agreement will automatically renew for successive terms of five years each (the "Renewal Terms") unless either party gives the other party written notice at least six months prior to the expiration date of the Initial Term or the Renewal Term then in effect that the Agreement will not be renewed beyond such term.

ARTICLE III - AURUM RESPONSIBILITIES

3.1 Services Provided. Aurum or its subcontractors will provide Customer with the following Services:

(a) Basic Services. Customer's requirements for Basic Services.

(b) Optional Services. The Optional Services that Customer requests and Aurum agrees to provide.

(c) Conversion Services. On a mutually agreeable schedule Aurum will provide those services and instructions ("Conversion Services") reasonably required for Customer to convert to and use the Aurum Systems. Customer will cooperate in the conversion effort and timely provide whatever information, data, clerical and office support, management decisions, approvals, and signoffs that Aurum reasonably requires. According to a plan to be developed by Customer and Aurum, Aurum will train a mutually designated group of Customer's personnel in the proper use of the Aurum Systems to enable such personnel to train Customer's user personnel in the use of the Aurum Systems. Customer will cooperate with Aurum in scheduling training in conjunction with Customer's conversion to the Aurum Systems.

(d) Additional Services. If Customer requests Aurum to perform any Service which is not a Basic Service, an Optional Service, or a Conversion Service, then Aurum may provide such service as an "Additional Service".

3.2 General Terms Relating to Services. Aurum will:

(a) Beginning on the Operational Date, operate the Aurum Systems at the Data Center, and accept data and other input from Customer. Aurum will make daily, monthly, and other reports and output, including specially requested reports, available to Customer at the Data Center for delivery or transmit them to Customer, subject to Customer's timely delivery or transmission of data and other input to the Data Center for processing. Aurum will provide the Services in accordance with the schedule provided to Customer by Aurum upon commencement of the Services, which may be updated by Aurum from time to time. Aurum will not be responsible for the loss of any input or output during transit.

(b) Provide all Equipment at Customer's expense, including related shipping, installation, and maintenance charges, and advise Customer on the compatibility of its Equipment with the Aurum Systems. Customer may elect, with Aurum's approval, to provide such Equipment at Customer's expense, subject to charges for Additional Services required for Aurum Systems access or configuration.

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(c) Provide for Customer's use one copy of Aurum's standard user documentation and one copy of any revisions describing the preparation of input for and use of output from the Aurum Systems. Such documentation will address the reports provided under this Agreement. Upon Customer's request, Aurum will provide additional copies of such documentation at Aurum's then standard charges.

(d) Correct any errors in customer files that result in errors in reports or other output where such errors (i) are due solely to either malfunctions of Aurum's equipment or the Aurum Systems or errors of Aurum's operators, programmers, or other personnel, and
(ii) are called to Aurum's attention within the time frames specified in Section 4.3. Aurum will, to the extent reasonably practicable, correct any other errors as an Additional Service.

(e) Provide standard Aurum forms for use at the Data Center.

(f) Establish, modify, or substitute from time to time any Equipment, processing priorities, programs, or procedures used in the operation of the Aurum Systems or the provision of the Services that Aurum reasonably deems necessary, and notify Customer of any such changes that will affect Customer's operations.

3.3 Audits. Aurum will provide auditors and inspectors that Customer designates in writing with reasonable access to the Data Center for the limited purpose of performing audits or inspections of Customer's business. Aurum will provide to such auditors and inspectors reasonable assistance, and Customer will compensate Aurum for any Additional Services provided in connection with the audit or inspection. Aurum will not be required to provide access to data of other Aurum customers.

3.4 Regulatory Compliance. Aurum will endeavor to maintain the Aurum Systems so that they will not be disapproved by any federal or state regulatory authority with jurisdiction over Customer's business. If Customer believes that any modifications to the Aurum Systems are required under any laws, rules, or regulations, Customer will promptly so inform Aurum. Aurum will perform any modifications to the Aurum Systems or recommend changes to operating procedures of Customer that Aurum determines are necessary or desirable; provided, that if any such changes or modifications result in a significant increase in Aurum's cost of providing Services, Aurum will be entitled to increase the charges under this Agreement by an amount that reflects a pro rata allocation of Aurum's increased cost among the applicable Aurum customers. New or enhanced Aurum System features, functions, reports, or other Services that may result from such modifications or recommendations may be provided as an Additional Service. Notwithstanding the foregoing, Customer acknowledges that the Aurum Systems may, from time to time, consist in part of System(s) licensed by Aurum from third-party vendor(s) and, therefore, Aurum shall have no duty or responsibility to modify any such third-party System under this Section, except to the extent that the vendor thereof has such a duty or responsibility to modify such System pursuant to the applicable license agreement between Aurum and such vendor.

3.5 Financial Statements and EDP Audit. Upon request, Aurum will provide at no charge one copy of Aurum's most recent audited financial statements to Customer. Upon request, Aurum will also provide to Customer one copy of Aurum's most recent independent Data Center EDP audit at Aurum's then standard charge for such copy.

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3.6 PC Software. Aurum will either (i) license to Customer or (ii) arrange with the appropriate third party vendor for a direct license, or a sublicense through Aurum, to Customer of the PC Software. Customer will execute any such license or sublicense that may be required by such vendor and will be responsible for compliance with all terms and conditions thereof. Such license or sublicense will provide for Customer to have the use of the PC Software at all times during the term of this Agreement.

ARTICLE IV - CUSTOMER RESPONSIBILITIES

4.1 Maintenance of Equipment. Customer will maintain all Equipment owned or leased by Customer in good working order in accordance with manufacturer's specifications.

4.2 Provision of Customized Forms. Unless otherwise agreed in writing, Customer will provide or pay for all customized forms required by Customer. These forms will conform to Aurum's reasonable specifications. Customer will also provide all forms produced or printed at Customer's premises and required for the performance of Services, or will pay mutually agreed charges to Aurum for such forms if provided by Aurum at Customer's request.

4.3 Correction of Reports and Output. Customer will balance reports to verify master file information and will inspect and review all reports and other output (whether printed, microfiched or electronically transmitted) created from data provided by Customer to Aurum. Customer will reject all incorrect reports or output (i) within two Business Days after receipt of daily reports or output, (ii) within five Business Days after receipt of annual, quarterly, or monthly reports or output, and (iii) within three Business Days after receipt of all other reports or output.

4.4 Provision of Data. Customer will be responsible for the quality and accuracy of all data and other input provided to Aurum. Aurum may, at its option, return to Customer for correction before processing any data submitted by Customer which is incorrect, illegible, or not in proper form. If Customer does not provide its data to Aurum in accordance with Aurum's specified format and schedule, Aurum will use reasonable efforts to reschedule and process the data as promptly as possible. Related expenses incurred by Aurum will be charged to Customer.

4.5 Use of System, Procedures, etc. Customer will comply with all operating instructions for the Aurum Systems which are issued by Aurum from time to time. Except as otherwise provided in this Agreement, Customer will be responsible for the supervision, management, and control of its use of the Aurum Systems, including without limitation (i) implementing sufficient procedures to satisfy its requirements for the security and accuracy of the data and other input Customer provides, (ii) implementing reasonable procedures to verify reports and other output from Aurum within the time frames specified in Section 4.3, and (iii) specifying the methods of accrual calculation to be used by Aurum in providing the Services from the options available in the Aurum Systems.

4.6 Customer Systems. Customer will provide, at Customer's expense, the Customer Systems. Customer will be responsible for any license or maintenance fees related to providing the Customer Systems for use by Aurum in connection with the Services. Customer will, at Customer's expense, ensure that the

5

Customer Systems are at all times compatible with the Aurum Systems and Aurum will have no liability hereunder for any delay or failure to perform Services which arises as a result of the failure of Customer to maintain any Customer System so that it is compatible with the Aurum Systems.

4.7 PC Software.

(a) Notwithstanding Section 3.2(b), Customer will, at Customer's expense, provide and be responsible for all Equipment required for Customer to use the PC Software ("PC Software Equipment").

(b) Without Aurum's prior written consent, Customer will not (i) install any System other than the PC Software on the applicable PC Software Equipment; (ii) sell, assign, lease, transfer, or disclose to any third party the PC Software, (iii) use the PC Software for the commercial benefit of any third party; (iv) copy or reproduce the PC Software; or (v) reverse assemble, reverse compile, or otherwise recreate the PC Software. Customer may transfer its use of the PC Software to a backup or replacement system to the PC Software Equipment on a temporary or permanent basis provided Customer gives prior written notice to Aurum and discontinues use of the PC Software on the applicable PC Software Equipment.

ARTICLE V - PAYMENTS TO AURUM

5.1 Service Charges. Customer will pay Aurum for the Services as follows:

(a) For Basic Services, the monthly charges listed in Section 1 of Schedule C.

(b) For Conversion Services, the applicable conversion charge listed in
Section 3 of Schedule C.

(c) For Optional Services, the monthly charges listed in Section 2 of Schedule C.

(d) For Additional Services, Aurum's then standard charges for such Services, or, if Aurum then has no standard charges for such Services, upon whatever other basis that the parties agree.

5.2 Additional Charges. Customer will also pay Aurum the following, if applicable:

(a) All costs incurred by Aurum (i) in mailing reports or other output to Customer, its customers, or third parties, and (ii) in transporting, shipping, or delivering reports, output, or input between the Data Center and Customer's locations.

(b) All actual, out-of-pocket costs and expenses, including, without limitation, travel and travel-related expenses, which are incurred by Aurum in providing Services when incurred at Customer's request.

(c) Any other charges expressly provided in this Agreement.

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(d) All taxes, however designated or levied, based upon any charges under this Agreement, or upon this Agreement or the Systems, Services, or materials provided hereunder, or their use, including without limitation state and local privilege or excise taxes based on gross revenue, sales and use taxes, and any taxes or amounts in lieu thereof paid or payable by Aurum in respect of the foregoing, exclusive, however, of franchise taxes and taxes based on the net income of Aurum.

5.3 Time of Payment. All charges under this Agreement will be due and payable within ten days of invoice date. Any charges not paid within thirty days of invoice date will bear interest until paid at a rate equal to the lesser of 1.5% per month or the maximum interest rate allowed by applicable law. Customer authorizes Aurum to collect charges for Services through applicable clearing house procedures.

5.4 Annual Adjustment to Charges. No more than once in any twelve month period, Aurum may, at its option and by giving Customer written notice, increase the charges for Services by a percentage not to exceed the percentage by which the ECI as of that time is higher than the ECI as of
(i) for the first adjustment, the earlier of the Effective Date or the date of the last adjustment previously made pursuant to any immediately prior agreement, if any, under which Aurum provided the same or similar Services to Customer, and (ii) thereafter, the previous time that Aurum adjusted its charges to Customer pursuant to this Section. These increased charges will remain in effect until Aurum adjusts them again pursuant to this Section.

ARTICLE VI - SYSTEMS, DATA, AND
CONFIDENTIALITY

6.1 Aurum Systems. All Aurum Systems are and will remain the exclusive property of Aurum or licensors of such Aurum Systems, as applicable, and, except as expressly provided in this Agreement, Customer shall have no ownership interest or other rights in any Aurum System. Customer acknowledges that the Aurum Systems include Aurum proprietary information and agrees to keep the Aurum Systems confidential at all times. Upon the expiration or termination of this Agreement, Customer will return all copies of all items relating to the Aurum Systems which are in the possession of Customer and certify to Aurum in writing that Customer has retained no material relating to the Aurum Systems.

6.2 Customer's Information. Information relating to Customer or its customers contained in Customer's data files is the exclusive property of Customer and Aurum will only be the custodian of that information. Aurum agrees to hold in confidence all proprietary information of Customer and its customers provided to Aurum in accordance with Section 6.3. However, upon the request of any appropriate federal or state regulatory authority with jurisdiction over Customer's business and after Aurum has, when reasonably possible, notified Customer of such request, Aurum will allow such authority access to all records and other information of Customer and its customers in the possession of Aurum and provide as an Additional Service any related assistance that is required. Promptly after the termination or expiration of this Agreement and the payment to Aurum of all sums due and owing, including without limitation any amounts due under Sections 7.6 or 7.7, Aurum will, at Customer's

7

request and expense, return to Customer all of Customer's information, data, and files in Aurum's then standard machine-readable format and media.

6.3 Confidentiality. Except as otherwise provided in this Agreement, Aurum and Customer each agree that all information communicated to one by the other or the other's affiliates, whether before or after the Effective Date, will be received in strict confidence, will be used only for purposes of this Agreement, and except for the requirements of Section 6.2 will not be disclosed by the recipient party, its agents, subcontractors, or employees without the prior written consent of the other party. Each party agrees to take all reasonable precautions to prevent the disclosure to outside parties of such information, including, without limitation, the terms of this Agreement, except as required by legal, accounting, or regulatory requirements beyond the reasonable control of the recipient party. If Customer is required to disclose any proprietary information of Aurum in accordance with any such legal, accounting, or regulatory requirements, then Customer will promptly notify Aurum of such requirement and will cooperate with Aurum (at Aurum's expense) in Aurum's efforts, if any, to avoid or limit such disclosure (including, without limitation, obtaining an injunction or an appropriate redaction of the proprietary information in question). The provisions of this Section will survive the expiration or termination of this Agreement for any reason.

6.4 Safeguarding Data Integrity. Aurum will maintain internal computer data integrity safeguards (such as access codes and passwords) to protect against the accidental or unauthorized deletion or alteration of Customer's data in the possession of Aurum. Aurum will provide additional internal computer data integrity safeguards that Customer reasonably requests as an Additional Service. Aurum will also employ and maintain controlled access systems in the Data Center.

6.5 Contingency Planning. The parties' will perform the following regarding contingency planning:

(a) Aurum will develop, maintain and, as necessary in the event of a disaster, execute a disaster recovery plan (the "Aurum Plan") for the Data Center and will provide to Customer and its auditors and inspectors such access to the Aurum Plan as Customer may reasonably request from time to time. Aurum will not be required to provide access to information of other Aurum customers.

(b) Customer will develop, maintain and, as necessary in the event of a disaster, execute a business resumption plan (the "Customer Plan") for all Customer locations and the telecommunications links between the Customer locations and the Data Center and will provide to Aurum such access to the Customer Plan as Aurum may reasonably request from time to time.

(c) Aurum will provide to Customer such information as may be reasonably required for Customer to assure that the Customer Plan is compatible with the Aurum Plan.

(d) Each party will be responsible for the training of its own personnel as required in connection with all applicable contingency planning activities.

(e) Each party's contingency planning activities will comply, as appropriate, with such of the following regulatory policies as may be applicable to Customer's business, as the same may be amended or replaced from time to time: (i) Federal Deposit Insurance Corporation Bank Letter

8

BL-22-89 dated July 14, 1989; (ii) Federal Reserve System Supervision and Regulation Number SR-89-16 dated August 1, 1989; and
(iii) Office of the Comptroller of the Currency Banking Circular Number BC177 dated July 12, 1989. If compliance with any amendments or replacements of the policies listed above would significantly increase Aurum's cost of providing Services, Aurum will be entitled to increase the charges under this Agreement by an amount that reflects a pro rata allocation of Aurum's increased cost among the applicable Aurum customers.

ARTICLE VII - TERMINATION AND
RELATED MATTERS

7.1 Arbitration. Any dispute, controversy, or claim arising out of, connected with, or relating to this Agreement, or the breach, termination, validity, or enforceability of any provision of this Agreement, will be resolved by final and binding arbitration by a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") then in effect. Following notice of a party's election to require arbitration, each party will within thirty days select one arbitrator, and those two arbitrators will within thirty days thereafter select a third arbitrator. If the two arbitrators are unable to agree on a third arbitrator within thirty days, the AAA will within thirty days thereafter select such third arbitrator. Discovery as permitted by the Federal Rules of Civil Procedure then in effect will be allowed in connection with arbitration to the extent consistent with the purpose of the arbitration and as allowed by the arbitrators. Judgment upon the award rendered in any arbitration may be entered in any court of competent jurisdiction, or application may be made to such court for a judicial acceptance of the award and an enforcement, as the law of the state having jurisdiction may require or allow. During any arbitration proceedings, Aurum will continue to provide Services, and Customer will continue to make payments to Aurum in accordance with this Agreement. The fact that arbitration is or may be allowed will not impair the exercise of any termination rights under this Agreement.

7.2 Termination Due to Acquisition. If fifty percent or more of the stock or assets of Customer are acquired by another person or entity, whether by merger, reorganization, sale, transfer, or other similar transaction, then Aurum and Customer will negotiate in good faith the terms and conditions upon which this Agreement may be modified to accommodate such transaction. If the parties are unable to agree upon such modification, either party upon written notice to the other may terminate this Agreement upon the consummation of such acquisition or on a mutually agreeable date thereafter.

7.3 Termination for Non-Payment. If Customer defaults in the payment of any charges or other amounts due under this Agreement and fails to cure such default within ten days after receiving written notice specifying such default, then Aurum may, by giving Customer at least thirty days prior written notice thereof, terminate this Agreement as of a date specified in such notice.

7.4 Termination for Cause. If either party materially defaults in its performance under this Agreement, except for non-payment of amounts due to Aurum, and fails to either substantially cure such default within ninety days after receiving written notice specifying the default or, for those defaults which cannot reasonably be cured within ninety days, promptly commence curing such default and thereafter proceed with all due diligence to substantially cure the default, then the party not in default may, by

9

giving the defaulting party at least thirty days prior written notice thereof, terminate this Agreement as of a date specified in such notice.

7.5 Termination for Insolvency. If either party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation or insolvency or for the appointment of a receiver, conservator, or similar officer, or makes an assignment for the benefit of all or substantially all of its creditors or enters into any agreement for the composition, extension, or readjustment of all or substantially all of its obligations, then the other party may, by giving prior written notice thereof to the non-terminating party, terminate this Agreement as of a date specified in such notice.

7.6 Payment Upon Termination. The parties acknowledge that upon termination of this Agreement for any reason, including under Section 7.2, 7.3, 7.4, or
7.5 (but excluding by election by either party not to renew pursuant to
Section 2.1 or termination by Customer pursuant to Section 7.4 or 9.5), Aurum will incur damages resulting from such termination that will be difficult or impossible to ascertain. Therefore, prior to such termination and in addition to all other amounts then due and owing to Aurum, Customer will pay to Aurum as reasonable liquidated damages an amount equal to the sum of subsections (a) and (b):

(a) All costs reasonably incurred by Aurum in connection with such termination, including without limitation telecommunication line disengagement expenses and costs of terminating leases on or shipping or storing any Equipment provided to Customer by or through Aurum under this Agreement, plus a twenty-five percent management fee on such costs, plus Aurum's charges for any Additional Services reasonably requested by Customer for deconversion assistance and Aurum's then standard charges for the resources utilized to prepare any test or conversion tapes (together, the "Termination Costs"). Aurum may, at its option, invoice Customer for the lesser of (i) Aurum's good faith estimate of the Termination Costs, or (ii) the aggregate of the charges payable to Aurum pursuant to Article V for the two calendar months preceding the month in which notice of termination is given. If the actual Termination Costs are greater or less than the amount of Aurum's invoice that is paid by Customer under the immediately preceding sentence, then Customer will pay Aurum, or Aurum will refund to Customer, as the case may be, the difference between the actual Termination Costs and the amount paid.

(b) Fifty percent of the total compensation which would have been paid or reimbursed to Aurum under this Agreement during the remainder of its term. The amount of total compensation will be computed by multiplying the total number of months remaining in the Initial Term or the Renewal Term then in effect from the effective date of the termination by the average monthly charge to Customer for Services under this Agreement during the twelve calendar months immediately preceding the calendar month in which notice of termination was given, and multiplying that number by fifty percent. This is expressed mathematically as follows:

(Number of months remaining in term) x (average monthly charge for Services during the twelve months preceding notice of termination) x 0.50

If this Agreement has been in effect less than twelve calendar months prior to the giving of the notice of termination, then the parties will compute the amount due under this subsection (b) using the average monthly charge for Services made during such lesser number of calendar

10

months. If termination of this Agreement occurs prior to the Operational Date, then the parties will compute the amount due under this subsection (b) assuming that the Operational Date had occurred when scheduled by Aurum and using the average monthly charges reasonably estimated to be paid by Customer.

All amounts payable under this Section 7.6 will be invoiced and paid prior to the effective date of such termination and prior to the release of any test tapes or other data of Customer.

7.7 Payment Upon Nonrenewal. If Customer gives or receives notice not to renew this Agreement pursuant to Section 2.1, or Customer terminates this Agreement under Section 9.5, Customer will pay to Aurum an amount equal to all amounts then due and payable to Aurum, plus (a) Aurum's charges for any Additional Services reasonably requested by Customer for deconversion assistance, (b) Aurum's then standard charges for the resources utilized to prepare any test or conversion tapes, and (c) all other costs reasonably incurred by Aurum in connection with such election not to renew or termination that are described in Section 7.6(a) and that relate to obligations that Customer approved, which extend beyond the then current term of this Agreement or earlier termination date under Section 9.5. All amounts payable under this Section 7.7 will be invoiced and paid prior to the expiration date and prior to the release of any test tapes or other data of Customer.

ARTICLE VIII - LIABILITY AND INDEMNITY

8.1 Limitation of Liability. Section 3.2(d) sets forth Customer's exclusive remedies for errors in reports or other output provided by Aurum under this Agreement. If Aurum becomes liable to the Customer under this Agreement for any other reason, whether arising by negligence, willful misconduct or otherwise, then (a) the damages recoverable against Aurum for all events, acts, delays, or omissions will not exceed in the aggregate the compensation payable to Aurum pursuant to Section 5.1 of this Agreement for the lesser of the months that have elapsed since the Operational Date or the three months ending with the latest month in which occurred the events, acts, delays, or omissions for which damages are claimed, and (b) the measure of damages will not include any amounts for indirect, consequential, or punitive damages of any party, including third parties, or damages which could have been avoided had the output provided by Aurum been verified before use. Customer may not assert any cause of action against Aurum of which the Customer knew or should have known more than two years prior to such assertion. In connection with the conduct of any litigation with third parties relating to any liability of Aurum to Customer or to such third parties, Aurum will have all rights which are appropriate to its potential responsibilities or liabilities. Aurum will have the right to participate in all such litigation and to settle or compromise its liability to third parties.

8.2 Warranty. Aurum will provide the Services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.2, AURUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS AGREEMENT, ANY OF THE SCHEDULES ATTACHED HERETO, ANY OTHER DOCUMENTS REFERENCED HEREIN, OR IN ANY OTHER MATERIALS, PRESENTATIONS OR OTHER DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING

11

WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

8.3 Force Majeure. Each party will be excused from performance under this Agreement, except for any payment obligations, for any period and to the extent that it is prevented from performing, in whole or in part, as a result of delays caused by the other party or any act of God, war, civil disturbance, court order, labor dispute, third party nonperformance, or other cause beyond its reasonable control, including failures, fluctuations or nonavailability of electrical power, heat, light, air conditioning, or telecommunications equipment. Such nonperformance will not be a default or a ground for termination as long as reasonable means are taken to expeditiously remedy the problem causing such nonperformance.

8.4 Cross Indemnity. Aurum and Customer each will indemnify, defend, and hold harmless the other from any and all claims, actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorney's fees and expenses, arising out of (a) the death or bodily injury of any agent, employee, customer, or business invitee of the indemnitor, and (b) the damage, loss, or destruction of any property of the indemnitor.

8.5 Reliance on Instructions. Aurum is entitled to rely upon and act in accordance with any instructions, guidelines or information provided to Aurum by Customer, which are given by persons having actual or apparent authority to provide such instructions, guidelines, or information, and will incur no liability in doing so. Customer will indemnify, defend, and hold harmless Aurum from any and all claims, actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees and expenses, arising out of or resulting from Aurum acting in accordance with this Agreement.

ARTICLE IX - MISCELLANEOUS

9.1 Binding Nature and Assignment. This Agreement will be binding on the parties and their respective successors and assigns. Neither party may assign this Agreement unless it obtains the prior written consent of the other party (except that Aurum will have the right to perform the Services itself and through various of its indirect, wholly-owned, United States-based subsidiaries and to subcontract to unaffiliated third parties portions of the Services, so long as Aurum remains responsible for the obligations performed by any of its subsidiaries and subcontractors to the same extent as if such obligations were performed by Aurum employees), which consent will not be unreasonably withheld. The following transactions relating to either party will not require approval of the other party under this Section: any merger (including without limitation a reincorporation merger), consolidation, reorganization, stock exchange, sale of stock or substantially all of the assets, or other similar or related transaction in which such party is the surviving entity or, if such party is not the surviving entity, the surviving entity continues to conduct the business conducted by such party prior to consummation of the transaction.

9.2 Hiring of Employees. During the term of this Agreement and for a period of twelve months thereafter, neither party will, without the prior written consent of the other, offer employment to or

12

employ any person employed then or within the preceding twelve months by the other party, if the person was involved in providing or receiving Services.

9.3 Notices. Any notice under this Agreement will be deemed to be given when
(i) delivered by hand or when mailed by registered United States mail, return receipt requested, and (ii) addressed to the recipient party at its address set forth in the first paragraph of this Agreement and to the attention of its President, in the case of Customer, or to the attention of President of Premier Group, in the case of Aurum. Either party may from time to time change its address for notification purposes, by giving the other prior written notice of the new address and the date upon which it will become effective.

9.4 Relationship of Parties. Aurum, in providing Services, is acting as an independent contractor and does not undertake by this Agreement or otherwise to perform any regulatory or contractual obligation of the Customer. Aurum has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Aurum under this Agreement.

9.5 Modification. Aurum may from time to time modify any of the provisions of this Agreement to be effective at any time on or after the expiration of the Initial Term by giving Customer at least six months prior written notice describing the modification and the date upon which it will be effective (the "Modification Date"). If Aurum gives Customer notice of a modification pursuant to this Section, Customer may, by giving Aurum written notice at least three months prior to the Modification Date, terminate this Agreement as of such Modification Date or at a specified later date. Unless Customer provides such notice, the modification will be effective for any period after the Modification Date.

9.6 Waiver. A waiver by either of the parties of any of the covenants, conditions, or agreements to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement contained in this Agreement.

9.7 Media Releases. All media releases, public announcements, and public disclosures by Customer or Customer's employees or agents relating to this Agreement or the subject matter of this Agreement, including without limitation promotional or marketing material, but excluding any announcement intended solely for internal distribution by Customer or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Customer, will be coordinated with and approved by Aurum prior to release.

9.8 Entire Agreement. This Agreement and all attached Schedules constitute the entire agreement between Aurum and Customer with respect to the subject matter of this Agreement. There are no understandings or agreements relative to this Agreement which are not fully expressed herein and no change, waiver, or discharge of this Agreement will be valid unless in writing and executed by the party against whom such change, waiver, or discharge is sought to be enforced. This Agreement may be amended only by an amendment in writing, signed by the parties.

9.9 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas.

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9.10  Execution of Agreement. Three original copies of this Agreement will be
      executed and submitted to Aurum by Customer. This Agreement will become
      effective when Aurum executes this Agreement. Aurum will return one of the
      executed copies to Customer. By executing this Agreement, Customer
      represents and warrants that (a) this Agreement has been duly authorized;
      (b) such execution does not, and will not, cause a breach by Customer of
      any other contract, agreement, or understanding to which Customer is a
      party; and (c) this Agreement constitutes a valid, fully enforceable, and
      legally binding obligation of Customer. Customer will maintain this
      Agreement as an official record of Customer continuously from the time of
      its execution.

            IN WITNESS WHEREOF, Customer and Aurum have caused this Agreement to

be signed and delivered by its duly authorized representative. 

COMMUNITY BANK OF NEVADA                      AURUM TECHNOLOGY INC.

By: /s/ Cathy Robinson                        By: /s/ Brian Van Dyk
    -------------------------------               -----------------------------
Printed                                       Printed
Name: Cathy Robinson                          Name: Brian Van Dyk
Title: Executive Vice President               Title: President, Premier Division
Date: 11/9/01                                 Date: 11/15/2001

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SCHEDULE A
BASIC SERVICES

I. Data Processing Services

Effective on the Operational Date (as determined in accordance with the Agreement), Aurum shall provide the following Basic Services for Customer in a service bureau environment:

(a) Base System

Effective on the Operational Date, the following host-based application processing modules (the "Base System") will be on-line and available for Customer access from Customer's terminals as set forth in this Section I. (a) and Section II. 2 of this Schedule A. 

                                                     Product    Product
Product Name                                         Vendor       Code     Number
------------                                         -------    -------    -------
Central Information File                              ITI         CIS      101-000
Demand Deposit Accounting System                      ITI         DDA      102-000
Savings Accounting System                             ITI         SAV      103-000
Certificate of Deposit Accounting System              ITI         COD      104-000
Loan Accounting System                                ITI         LAS      105-000
General Ledger Accounting System                      ITI         FMS      151-000
Item Entry System                                     ITI         IES      106-000
Express Exception Item System                         ITI         EIM      102-103
ATM File Transfer Module                              ITI         AFT      220-000
Data Communications File Transfer Module              ITI         DFT      221-000
Online Teller Terminal Module                         ITI         TTM      107-000
TTM Interface to EZ Teller                            ITI         TTMZ     107-136
Paperless Item Module (ACH)                           ITI         PIM      380-000
Platform Transfer Module                              ITI         PTM      101-100
PTM Interactive Deposit Interface - Harland*          ITI         PMCD     101-105
PTM Batch Loan Interface - Rembrandt*                 ITI         PMCB     101-101
Fixed Assets System                                   ITI         FAS      400-000
Accounts Payable System                               ITI         APS      702-000
Automated Credit Reporting Module                     ITI         CRM      105-101
Retirement Account Reporting System                   ITI         RRM      103-101
Check Reconciliation System                           ITI         CRS      350-000
TeleBanc - Telephone Banking Module                   ITI         TBM      370-000
Bulk Filing Module                                    ITI         BFM      108-101
Security Control Module                               ITI         SCM      500-104
Signature Management Module                           ITI         SSM      107-116
Delinquent Child Support Module - All Accounts        ITI         DCSA     101-5xx
Federal Call Reporting Module                         ITI         FCR      391-001
Holding Company Module                                ITI         HCM      151-101
Stockholder Accounting Module                         ITI         SHS      310-000
Asset Liability Management System                     ITI         ALM      152-101
Premier II Graphical User Interface                   ITI
Output Management System                              Aurum

*See Schedule D for full description

(b) On-Line Host Availability

On-line Systems will be available for use from 7:00 a.m. until 6:30
p.m. (Pacific Time), each Monday through Friday that is a Business Day. The Aurum System will be updated each Business Day.

(c) Extended Host Availability

The Aurum System will also be available for use from 9:00 a.m. until 2:00 p.m. (Pacific Time) each Saturday that is not a holiday. The Aurum System will not be updated on non-Business Days. Aurum may, with not less than two weeks prior written notice to Customer, conduct System maintenance, hardware

A-1

SCHEDULE A
BASIC SERVICES

and/or software upgrades, and/or other System functions that may require that the Aurum System not be available to Customer during the period of Extended Host Availability.

(d) Holiday Schedule

Aurum's Data Center will observe all Federal Reserve Bank holidays:
New Year's Day, President's Day, Martin Luther King Jr. Birthday, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, and Christmas Day as holidays. On-line service and System updates will not be available to Customer on those days, except as mutually agreed upon in advance and for a fee to be agreed upon in advance.

(e) Reports and Report Distribution

Daily on-line reports available via OMS downloads at 8:00 a.m. (Pacific Time) on Business Days. Monthly and Quarterly on-line reports available via OMS downloads on the first business day following the first weekend after the end of the month.

Annual on-line reports available via OMS downloads will be provided in the Aurum end of year package.

(f) Customer Service Telephone Support

Monday - Friday Business Days 7:00a.m. - 5:00p.m.(Pacific Time)

(g) Relationship Manager Support

An Aurum Relationship Manager will be available on-site at Customer's location upon Customer initiated request for scheduled meetings at a frequency of once every month. Additional Relationship Manager visits other than once every month may be provided as an Additional Service. All travel and out of pocket costs are to be rebilled and where applicable, will be equally divided on a pro-rata basis between the other Las Vegas based financial institutions visited on that respective trip.

(h) Third Party Review

One copy per year at no charge

(i) Forms Printing

Audit Confirmations
Year-end Notices

(j) Data Communications Support

Monitor data communication line between Customer and Aurum

(k) Data Transmission

Magnetic Tapes - receipt and origination Transmissions - receipt and origination

(l) PC Software 

Product Name                                  Vendor
------------                                  ------
PC-based portion of Output Management         Aurum
System (OMS)

(m) SMART Reports/Downloads

Basic Services include 20 SMART reports/downloads a month. One SMART report/download is defined as an individual ad-hoc report or download that is defined on-line by Customer on the Aurum System from Customer's terminal. Said report/download will be processed during the nightly update, or following the nightly update, and be distributed to Customer with Customer's other reports or downloads. Each time said report/download is created for Customer's use shall constitute one (1) such report.

A-2

SCHEDULE A
BASIC SERVICES

II. Item Processing Services

All Item Processing Services shall be performed pursuant to Customer's reasonable specifications, subject to the capabilities of Aurum's hardware and software utilized to deliver said Item Processing Services.

1. Definitions

The following definitions apply to the Basic Services described in this Schedule A and are provided as a supplement to definitions included in the Agreement:

(a) "Account" or "Account Record" is an end-customer account (including, without limitation, any open or closed DDA/checking account, savings account, certificate of deposit account, or loan account) that is maintained on the Aurum System during the applicable month.

(b) "Change Disposition" shall mean changes to instructions regarding disposition of any Item by Customer after the 14:00 Return Item deadline and prior to 16:00 on any Business Day. Aurum will pay or return said Item in accordance with Customer's instructions.

(c) "Crippled Statement" shall mean an end-customer statement whose number of Items to be enclosed is greater than or less than the enclosure count for that statement.

(d) "Customer's Data Processing Services Provider" is the customer itself or vendor appointed by Customer to perform Customer's core data processing services.

(e) "Exception Item" shall mean an Item, the automated processing of which is interrupted because of a condition defined by Customer, such definitions which may be changed from time to time.

(f) "Exception Item File" shall mean the file of Exception Items that Customer's Data Processing Services Provider or Customer's end customer creates and transmits to Aurum.

(g) "Full Field Encoding Item" shall mean any Item that requires a field or fields to be MICR encoded other than the amount field.

(h) "Inclearing Item" shall mean a Customer Item that Aurum receives from the Federal Reserve Bank or other financial institution with an incoming cash letter for the purpose of performing Item Processing Services.

(i) "Item Image" is a digitized black and white image of the front and back of each Item.

(j) "Item Posting File" shall mean a file that Aurum creates from captured Items for transmission to Customer's Data Processing Services Provider.

(k) "Item Processing Services" are the Services described in Schedule A and are also referred to herein as "Basic Services".

(l) "MICR" is the magnetic ink character recognition information that is encoded on Items for processing.

(m) "MICR Rejects" shall mean Items captured during prime pass that are rejected due to the inability to properly interpret the MICR encoding. The inability to interpret the MICR encoding may be caused by a variety of reasons, including but not limited to: (a) poor MICR encoding; (b) missing MICR encoding; (c) physical document damage. Aurum will electronically repair the MICR Rejects.

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SCHEDULE A
BASIC SERVICES

(n) "On-Us Item" shall mean an Item that is drawn on the Customer or Customer's end-customer.

(o) "Original Item Retrieval" shall mean occasionally removing Items from the check vault upon Customer's request.

(p) "Over-the-Counter" shall mean Items submitted by Customer branch offices, departments, or Customer's end-customers for the purpose of performing Item Processing Services.

(q) "Posting Reversals" shall mean the monetary reversal of posted Items.

(r) "Pre-encoded Item" shall mean an Item received by Aurum that has required MICR line fields encoded, which Aurum will capture.

(s) "Return Item" shall mean an Item that Customer instructs Aurum to return. Customer will provide Aurum with a reason for the return of Return Items.

(t) "Serial Fine Sort" shall mean the sorting of check Items into account and check number order.

(u) "Special Programming" shall mean the provision of programming resources to support Customer's request for new or modified products or services.

(v) "Statement Cycle Change" shall mean a change to the numerical value of the statement cycle assigned to each Account within the Customer's Deposit System.

(w) "Statement Cycle Date" shall mean the ending cycle date printed on end-customer's Account statement.

(x) "Statement Rendering" shall mean the insertion of an end-customer statement and required Items and inserts into an envelope, sealing the envelope and affixing the appropriate postage in preparation for mailing to the end-customer.

(y) "Transit Item" is an encoded or unencoded Item drawn on another financial institution that Aurum will capture for the purpose of creating an outgoing cash letter.

(z) "Unencoded Item" shall mean a document received by Aurum where the dollar amount is not encoded.

2. Item Processing Services

Aurum shall provide the following Basic Services to Customer:

(a) INCLEARING SERVICES

(i) Inclearing Item Capture

Aurum will receive Customer's Inclearing cash letter from the Federal Reserve Bank or other financial institution and balance the Items to the cash letter amount. Aurum will digitize and capture black and white images of the front and back of each Item, endorse each item and assign a sequential trace number, which becomes a part of the Inclearing transaction. Items rejected from the capture will be corrected and re-entered. When all Inclearing Items are captured and balanced an Item Posting File containing all Inclearing Items will be created for transmission and memo posting to Customer's Data Processing Services Provider. When required, Aurum will capture and outsort Inclearing Items creating cash letters for financial institutions who are end-customers of Customer or end-customers who utilize payable through draft processing.

A-4

SCHEDULE A
BASIC SERVICES

(ii) Inclearing Item Posting File Transmission

Aurum will complete the transmission of an Item Posting File containing all Inclearing Items to Customer's Data Processing Services Provider no later than 17:30 on Monday and 18:00 on Tuesday through Friday. Memo posting of Inclearings Item Posting File will be completed 2 hours after receipt of Inclearings Item Posting File from the Federal Reserve Bank.

(iii) Incoming Cash Letter Balancing

The daily incoming cash letter will be reconciled to the dollar amount charged by the Federal Reserve Bank or other financial institution. All cash letter differences, missing items, extra items, etc., will be reconciled and the proper balancing reports and/or entries will be prepared.

Aurum will prepare Customer provided adjustment entries for all differences greater than $2.00. The adjusting entry will be image captured and inserted into the entry run.

For differences of $2.00 or less the adjusting debit or credit entry will be processed to the Customer's designated general ledger account. A Customer provided adjustment entry will not be prepared for this difference. In such instances, Aurum will provide source of receipt to Customer.

All errors detected during the incoming cash letter process are to be adjusted the same Business Day. Aurum will notify Customer of all same day settlement adjustments prior to 14:00 on the Business Day of presentment. Aurum will provide Customer with copies of all adjusting entries that are prepared and the supporting documentation substantiating the adjustment. This documentation will be packaged and made available for pickup by Customer or Customer's courier prior to 15:00 the Business Day of presentment.

(b) EXCEPTION ITEM PROCESSING

(i) Exception Item File Transmission

By 04:30 the morning of each Tuesday, 03:30 the morning of each Wednesday through Friday, 06:30 on Saturday and 05:30 on Business Days following Customer holidays, the transmission of Customer's complete Account Exception Item File from Customer's Data Processing Services Provider to Aurum will be completed.

(ii) Cycle Sort/Exception Item Pull

Aurum will make images of Exception Items available for Customer review and extraction by 07:00 each day Monday through Saturday and Exception Items available for pickup by Customer or Customer's courier by 07:30 on Monday and Wednesday through Friday, 09:30 on Tuesday and 10:30 the Business Day following a holiday.

A-5

SCHEDULE A
BASIC SERVICES

(iii) Outgoing Return Item Processing

Items designated by the Customer as Return Items will be returned by Aurum to the Federal Reserve Bank the same Business Day; provided Customer has met the applicable Aurum Return Item deadline. Items to be returned by Aurum will be marked in accordance with Federal Reserve regulations.

After Customer has reviewed its exception item reports and made the necessary pay/no-pay decisions, Customer's Data Processing Services Provider will complete transmission of a file in a format mutually agreed to by the parties containing all Return Item requests with reason for return by 14:00 each Business Day for Items captured the previous Business Day. Aurum will out sort, balance to Customer provided control total and properly stamp each Item to be returned with the Customer's designated reason, and prepare the Return Item cash letter to be picked up by the Customer or Customer's courier for delivery to the Federal Reserve Bank by 22:00 each Business Day. Such Items to be returned will be contained in a file transmitted by Customer's Data Processing Service Provider. One cash letter copy is to be retained by Aurum and one copy will be forwarded to Customer.

Aurum will qualify each Return Item in accordance with Regulation "CC" specifications; provided that the applicable Return Item deadline has been met by Customer.

(iv) Large Item Notification

Upon at least ten (10) days prior written notice from Customer, Aurum will begin to notify the financial institution of first deposit of all dishonored checks for $2,500.00 or more, or other amount to remain in compliance with Regulation CC and any other applicable federal laws and regulations. By 23:59 of each Business Day, Aurum will have completed transmission of large item notifications for those items requiring them that were presented the previous Business Day. By 08:00 of the Business Day following dispatch of the return item cash letter and transmission of the large item notification, Aurum will make a report of all large item notices processed on the previous Business Day available for pickup by Customer or Customer's courier.

(v) Change Disposition

Aurum will pay or return Change Disposition Items in accordance with Customer's instructions.

(c) OVER-THE-COUNTER ITEM PROCESSING

(i) Over-the-Counter Item Processing

Aurum will receive unencoded and pre-encoded proof work processed at Customer's and Customer's end customer locations in accordance with mutually agreed upon delivery time. Aurum will proof each transaction and encode the dollar amount of each unencoded Transit Item and Customer defined on-us Items. Proof corrections detected by Aurum will be available for pickup by Customer or Customer's courier by 07:00 the Business Day following the day of presentment.

Teller balancing tapes and tapes accompanying deposits will be included in the daily work sent to Aurum by Customer, and Aurum will make said balancing tapes and item processing Exception Items such as debits or credit Items without offsets or Items from unbalanced transactions remaining at the end of each Business Day's processing available for pickup by Customer or Customer's courier by 07:00 the Business Day following the day of presentment.

All Unencoded Items delivered to Aurum by the required delivery deadline will be processed to meet Customer's outgoing correspondent cash letter deadline; provided, however, that Aurum shall have at least three (3) hours to process unencoded work and three (3) hours to process pre-encoded work. Aurum will make best reasonable efforts to handle Customer's work received after the required deadline.

A-6

SCHEDULE A
BASIC SERVICES

(ii) Proof Corrections

Aurum will prepare proof corrections to Customer's end-customer on electronic forms for reasons including but not limited to:

a) Error(s) found in addition or subtraction

b) Check Item was listed for the wrong amount

c) Tape total was listed incorrectly

d) Check Item listed was not enclosed

e) Check item enclosed, not listed

f) Cash not included in deposit total

g) Tape total not listed in deposit

h) Collections not included in deposit

i) Non-Negotiable Item in deposit

j) Items drawn on foreign institutions

Aurum will prepare proof corrections to Customer's designated general ledger account on electronic forms for reasons including but not limited to:

a) Cash ticket missing

b) Cash ticket for wrong amount

c) Wrong cash ticket used

d) Currency included in work

e) Cashed check Item missing

f) Cashed check Item enclosed was not listed

g) Cashed check Item for wrong amount

h) Other miscellaneous correction

i) Items drawn on foreign institutions

Any debit or credit deposit adjustment of $2.00 or less (said dollar amount may reasonably be adjusted over time, based on Customer requirements) will be charged to a sundry general ledger account, to be identified by Customer using a system generated electronic entry. Any debit or credit deposit adjustment of more than $2.00 (said dollar amount may reasonably be adjusted over time, based on current industry standard practices) will be charged to Customer's end-customer or Customer's designated general ledger account using electronic forms. All errors detected during the Over-the-Counter process are to be adjusted the same day.

Copies of adjustments will be distributed as follows:

- Original will be processed with the proof transactions; and

- Offsetting side of the entry will be sent to the Customer for processing.

(iii) Aurum Amount Recognition

Aurum will electronically pass all captured Unencoded Items through Aurum amount recognition (AAR) software for the purpose of interpreting the courtesy amount.

(iv) Image Base Key Entry

Aurum will complete the electronic dollar amount information record from the MICR line for those items not recognize by AAR software.

(v) Power Encode

Aurum will process items through a transport that automatically encodes MICR data onto a percentage of the items without an operator keying each item.

A-7

SCHEDULE A
BASIC SERVICES

(vi) Over-the-Counter Capture

Aurum will digitize and capture the black and white images of the front and back of each Over-the-Counter Item, endorse each Item and assign a batch and sequence number to each Item.

(vii) Pre-encoded Item Capture

Aurum will digitize and capture the black and white images of the front and back of each Pre-encoded Item, endorse each Item and assign a batch and sequence number to each Item.

(viii) Image Reject Re-entry

Aurum will complete or correct the electronic information record from the MICR line.

(ix) Over-the-Counter Item Posting File Transmission

Aurum will complete the transmission of an Item Posting File containing all Over-the-Counter Items to Customer's Data Processing Services Provider no later than 23:00 on Monday through Thursday, 24:00 on Friday and 24:00 on Business Days following Customer holidays.

(x) Cash Letters

Outgoing cash letters will be prepared in accordance with Customer's cash letter requirements, which may change from time to time. As an Additional Service, Items for cash letter endpoints greater than twelve (12) will be re-passed and prepared in accordance with Customer's cash letter requirements, which may change from time to time.

(d) ITEM STORAGE, ARCHIVE AND ACCESS

(i) Warehousing and Bulk File

Aurum will store Items by cycle and date according to Customer's statement cycle definitions in a secure environment.

(ii) Conventional Statement Fine Sort

At cycle time the cycled Items scheduled for return to Customer's end-customer will be fine sorted by account number in preparation for statement rendition. Rejects from the fine sort process will be manually filed.

(iii) Daily Item Fine Sort

On a daily basis Aurum will fine sort internal Customer documents, including but not limited to: loan Items, general ledger Items and savings Items into amount or Account number order. Daily fine sorted Items from the will be available for pickup by Customer or Customer's courier by 08:30 the Business Day following the day of presentment.

(iv) Original Item Storage

Aurum will retain in a secure environment the Items not returned in Customer's end-customer statements in their original media for one
(1) calendar month and then return the Items to the Customer or make the Items available for pickup by the Customer or a Customer designated agent.

A-8

SCHEDULE A
BASIC SERVICES

(v) Image Item Storage and Archive

Aurum will retain the Item Images on redundant arrays of independent disk (RAID) storage for ninety (90) Calendar Days. Prior to the expiration of the ninety (90) day RAID storage period, Aurum will transfer the Item Images to optical disk, DVD-ROMs, CD-ROM(s) or comparable storage media for near-line storage in a jukebox provided by Customer as per Aurum specifications that will be maintained by Customer at Customer's expense for retention at Customer's location(s). Aurum will also create a duplicate copy of each optical disk, DVD-ROM, CD-ROM or comparable media for Customer's off-site storage.

(vi) Image Workstation Access and Retrieval

Aurum will grant a license to Customer to use the applicable computer software, under which license Customer may use such applicable computer software to retrieve Item Images by utilizing Customer's equipment and telecommunications circuitry to access the RAID V located at the Aurum Data Center and optical disk, DVD-ROMs, CD-ROMs or comparable storage media located at Customer's location(s). Included in the Basic Services, Aurum will provide access to Item Images for five (5) concurrent Customer sessions with access software, which may be installed on up to twenty-five (25) Customer workstations.

(e) STATEMENT PRINTING, RENDITION AND MAILING

(i) Conventional Statement Printing

Aurum will receive one or more conventional statement print files in a format mutually agreed to by the parties from Customer's Data Processing Service Provider by 04:00 on the first Business Day following the Statement Cycle Date. Customer's Data Processing Service Provider will provide Aurum with one or more segregated print files for end-customer statements in a format mutually agreed to by the parties targeting the following segregation categories:
(a) with Item enclosures less than fifty-four (54), (b) with Item enclosures fifty-four (54) or greater; (c) zero Item enclosure; and
(d) special request statements. Aurum will print end-customer statements in simplex or duplex mode as is mutually agreed to by Customer and Aurum. The print quality will be consistent with that required by automated ZIP code sorting equipment and acceptable to Customer, Aurum and Customer's ZIP code sort vendor.

(ii) Conventional Statement Rendering - Automated Handling

Aurum will match the boxes of sorted checks with the printed statements. Each box of checks is inspected to ensure that the first check's account number matches the first statement's account number and that the last check's account number matches the last statement's account number. For statements with less than fifty-four
(54) Item enclosures, Aurum will use an insertion machine to read the intelligent insertion marks or bar code imprinted on the statement and match this count against the number of Items and printed pages presented. If the counts match, the machine inserts the Items, statement and any inserts into a Customer provided standard window envelope that is of a quality consistent with that required by automated Statement Rendering equipment and acceptable to Customer and Aurum, seals the envelope and applies the proper pre-sort first class postage so that the envelope can be released to the ZIP code sort vendor.

Statements fifty-four (54) or more Items are non-machineable and are rendered manually by Aurum. Aurum will review fine sort reject Items and where possible resolve Item count discrepancies prior to categorizing a statement as a Crippled Statement. If any Item count discrepancy cannot be resolved, Aurum will follow Customer's written instructions for statement handling; such instructions to be mutually agreed to in advance for statement handling.

A-9

SCHEDULE A
BASIC SERVICES

(iii) Conventional Statement Rendering - Manual Handling

Aurum will manually render conventional statements that do not qualify for automated rendering due to excessive physical page count (greater than nine (9)) or excessive Item count (fifty-four (54) or more)) will count all Items and match this count against the number of enclosures indicated on the statement. If the count matches, Aurum will insert the statement, Items and any inserts into a Customer provided envelope that is acceptable to Customer and Aurum, seal the envelope, and release the envelope to the ZIP code sort vendor.

Aurum will review fine sort reject Items and where possible resolve Item count discrepancies prior to categorizing a statement as a Crippled Statement. If any Item count discrepancy cannot be resolved, Aurum will follow Customer's written instructions for statement handling; such instructions to be mutually agreed to in advance for statement handling. Aurum will process as exceptions any statements that are not to be mailed to the end-customer via pre-sort first class mail. These exception statements will be identified by unique intelligent insertion marks or bar code, which will be mutually agreed upon by Aurum and Customer. From information printed on the statement or provided separately by Customer, Aurum will forward the statement to the appropriate location as designated.

(iv) Conventional Account Statement Rendering - Crippled

Aurum will process as exceptions and make available for pickup by Customer or Customer's courier by 07:00 of the Business Day following determination of the Crippled Statement condition all Crippled Statements.

(v) Conventional Account Statement Rendering - No Item Enclosures

Aurum will use an insertion machine to read the intelligent insertion marks or bar code imprinted on the statement, fold the correct number of pages, insert the statement and inserts into a Customer provided standard window envelope that is of a quality consistent with that required by automated Statement Rendering equipment and acceptable to Customer and Aurum, seal the envelope, and the envelopes are released to the ZIP code sort vendor.

(vi) Conventional Serial Fine Sort

Aurum will Serial Fine Sort Items for accounts designated by Customer. Accounts requiring Serial Fine Sort will be maintained in a separate statement cycle on the Customer's core data processing system or designated as Serial Fine Sort accounts in a manner that is acceptable to Customer and Aurum.

(vii) Image Archive Statement Merge

By 06:00 on the second Business Day following the Statement Cycle Date when Aurum receives an image statement print file from Customer's Data Processing Services Provider, Aurum will also receive an image match file in a format mutually agreed to by the parties. This file will facilitate merging Item Images with image statement text in preparation for image statement printing and image statement rendering.

A-10

SCHEDULE A
BASIC SERVICES

(viii) Image Statement Printing

Aurum will receive an image statement print file in a format mutually agreed to by the parties from Customer's Data Processing Service Provider by 06:00 on the second Business Day following the Statement Cycle Date. After the image archive statement merge process, Aurum will print image statement text and Item images in simplex or duplex mode, as is mutually agreed to by Customer and Aurum, in preparation for image statement rendering. The print quality will be consistent with that required by automated ZIP code sorting equipment and acceptable to Customer, Aurum and Customer's ZIP code sort vendor.

(ix) End-Customer CD-ROM Statement

Aurum will retrieve check images from the Aurum-controlled online archive; merging those check images with the corresponding periodic statement text; and write that data, along with end-customer licensed viewing software, to a CD-ROM for delivery to and use by the end-customer.

(x) Image Statement Rendering - Automated Handling

Aurum will use an insertion machine to read the intelligent insertion marks or bar code imprinted on the statement, fold the correct number of pages, insert the statement and inserts into a Customer provided standard window envelope that is of a quality consistent with that required by automated Statement Rendering equipment and acceptable to Customer and Aurum, seal the envelope and the envelopes are released to the ZIP code sort vendor.

(xi) Image Statement Rendering - Manual Handling

Aurum will manually render image statements that do not qualify for automated rendering due to excessive physical page count (greater than nine (9)). Aurum will insert the statement and any inserts into a Customer provided envelope that is acceptable to Customer and Aurum, seal the envelope and release the envelope to the ZIP code sort vendor.

Aurum will process as exceptions any statements that are not to be mailed to the end-customer via pre-sort first class mail. These exception statements will be identified by unique intelligent insertion marks or bar code, which will be mutually agreed upon by Aurum and Customer. From information printed on the statement or provided separately by Customer, Aurum will forward the statement to the appropriate location as designated.

(xii) Image Statement CD-ROM Rendering - Manual Handling

Aurum will manually render image statement CD-ROM's. Aurum will insert the CDD-ROM and any inserts into a Customer provided envelope that is acceptable to Customer and Aurum, seal the envelope, and release the envelope to the ZIP code sort vendor.

Aurum will process as exceptions any statement CD-ROM's that are not to be mailed to the end-customer via pre-sort first class mail. These exception statement CD-ROM's will be identified in a manner that is mutually agreed upon by Aurum and Customer. From information provided by Customer, Aurum will forward the statement to the appropriate location as designated.

A-11

SCHEDULE A
BASIC SERVICES

(xiii) Statement Inserts

Aurum will insert up to four (4) statement inserts into Customer statements. The statement inserts will be of a size, format and quality that is consistent with that required by automated Statement Rendering equipment and acceptable to Customer and Aurum. The proposed statement inserts will be submitted to Aurum at least ten
(10) Business Days in advance of the Statement Cycle Date.

(f) OTHER SERVICES

(i) Research

Aurum will provide Customer with assistance to resolve out-of-balance conditions particular to inbound or outbound check processing operations.

(ii) Original Item Retrieval

At Customer's request, Aurum will retrieve Items from the check vault.

(iii) Item Posting File Transmission Contingency

In the event that Aurum is unable to successfully transmit any Item Posting File to Customer Aurum will burn a CD-ROM or DVD containing the data and make it available for pickup by Customer or Customer's courier, or, arrange for courier delivery to Customer's Data Processing Services Provider.

(iv) Image Processing System Reports

Aurum will write image system daily reports to an electronic file in an ASCII format each Business Day and make the file available for pickup by Customer using an TCP/IP transfer utility prior to 07:30 the following Business Day.

(g) MISCELLANEOUS

(i) Programming Support

Aurum will provide Special Programming at Customer's request for new or modified products or services at the rate quoted in Schedule C of this Agreement.

(ii) On-site Consulting

Aurum will provide item processing consulting services at Customer's request for new or modified products or services at the rate quoted in Schedule C of this Agreement.

(iii) Courier Services

Aurum will manage the courier that is responsible for transportation of Inclearing Items from the Federal Reserve Bank to the Aurum Image Operations Center and the courier that is responsible for transportation of Transit Items to the Federal Reserve Bank or other upstream correspondent banks. Customer will be responsible for the selection of the courier services provider and all courier and transportation related expenses.

A-12

SCHEDULE B
OPTIONAL SERVICES

I. Description of Optional Services

If desired, effective no sooner than ninety (90) days after the Operational Date, the following host-based application processing modules or services ("Optional Services") will be available for an additional charge, for on-line customer access from Customer terminals. Optional Services charges are listed in Schedule C, Section II. It is the Customer's responsibility to review the ITI documentation, utilize outside resources such as consultants, input module specifications and train end-users for Optional Services. The Conversion Services listed in Schedule C, Section III are not intended to include these Optional Services. 

                                            Product      Product
Optional Systems/Modules                     Vendor       Code
------------------------                    -------      -------
Director                                      ITI         PDSH
Invision                                      RTI         INVSN
Prime                                         ITI         PRI
Premier eCom                                  ITI         PBM
Premier eCorp                                 ITI         PEC
Telebanc - Telephone Banking Module           ITI         TBM
Bill Payment Module                           ITI         BPM

Optional Services/Miscellaneous:

ACH Origination
Annual Account Audit Review Report
ATM Services
Audit Confirmation Generation
Clerical Time/Research
Cumulative FMS Reporting
Custom Reports, SMART Reports
Host LAN Connect/TCP/IP
IRS Reporting
Parameter/Specification Changes
Programming Changes
Year-end Reporting

B-1

SCHEDULE C
SERVICE CHARGES

I. Basic Services.

(a) Data Processing Services

(i) Base Systems. The monthly service fee for Basic Services provided using the Systems listed in Section I (a) of Schedule A ("Base Systems") is based on the number of Account Records, open or closed, maintained on the System at the end of each month. An "Account Record" is an end-customer account (including without limitation any open or closed DDA/checking account, savings account, certificate of deposit account or loan account) that is maintained on the AURUM System during the applicable month. For Basic Services provided using Base Systems, Customer will pay AURUM based on the following incremental tier: 

    Account Volume                                  Service Fee
    --------------                                  -----------
0 - 5,000 Accounts                   $0.8000 per open or closed customer account
5,001 - 10,000 Accounts              $0.7500 per open or closed customer account
10,001 and over Accounts             $0.7000 per open or closed customer account

For example, when Customer reaches 7,000 total Account Records, the monthly service fee will be $5,500; this is expressed mathematically as follows: (5,000
x $0.80) + (2,000 x $0.75) = $5,500.00.

(ii) Other Services. The monthly fees for other Basic Services identified in Schedule A are as follows: 

      Description                            Service Fee
      -----------                            -----------
ATM Transmission Norwest          $200.00 per month
Netzee ACH Origination            $200.00 per month
Smart Reports/Downloads           $27.67 per report (no charge for first 20
                                  reports)
VISA Debit Card Transmission      $200.00 per month
Cumulative FMS Reporting          Waived
Third Party Review                One at no charge
Terminals                         Waived
Audit Confirmations               At current AURUM rate
1098/1099 Notice Printing         At current AURUM rate
Year end Processing               At AURUM current rate
OMS monthly maintenance           $250.00 per month
Data communications
   Monthly Circuit Charge         Rebill actual charges
   Monthly Port Maintenance       $200.00

(iii) Third Party Charges. Third party charges, including but not limited to, postage, processing supplies and courier will be billed directly to Customer from the respective third party.

(iv) Man-time. The following rates apply: 

  Description                            Service Fee
  -----------                            -----------
Systems Consultant            $125.00 per hour or AURUM current rate
Project Manager               $125.00 per hour or AURUM current rate
Training Specialist           $125.00 per hour or AURUM current rate

(v) Minimum Monthly Charge. If the number of Account Records processed hereunder in any calendar month is less than 8,334, then AURUM will be deemed to have processed 8,334 Account Records.

C-1

SCHEDULE C
SERVICE CHARGES

(b) Item Processing Services

(i) Basic Services. The monthly service fee for Basic Services listed in Section II of Schedule A, is based on volumes of described service multiplied by the unit cost for that service. Customer will pay AURUM such charges on a monthly basis. 

        Description of Service                           Unit Cost
        ----------------------                           ---------
Bulk File/Warehouse                               $0.0020 per item
Image Based Courtesy Amount Recognition           $0.0066 per item
Image Based key Entry                             $0.0220 per field
Power Encode                                      $0.0165 per field
Exception Pull/Cycle Sort                         $0.0044 per item
Fine Sort of Daily Items                          $0.0159 per item
Serial Fine Sort (minimum per account $10.00)     $0.0159 per item
Inbound Return Items                              $2.4200 per item
Inclearings Image Capture                         $0.0250 per item
Large Item Notification                           $3.2200 per item
Image Rejects                                     $0.1600 per item
Outbound Return Items                             $1.5000 per item
Proof of Deposit Encoding                         $0.0300 per field
POD Image Capture                                 $0.0250 per item
Proof Corrections - not documented                $0.7000 per item
Proof Correction - documented                     $3.5000 per item
Check Printing                                    $0.2500 per item
Fax Copies                                        $1.4300 per item
Photo/Subpoena Copies                             $1.0800 per item
Research                                          $24.000 per hour
Signature Review                                  $0.5500 per item
CD-ROM for Bank                                   $27.50  per CD
Customer Statement CD-ROM                         $20.00  per CD-ROM
DVD for Bank Archive                              $37.50  per DVD
DVD per Item Burn for Archive                     $0.0010 per item
Jukebox Charge                                    $850.00 per month
Online Image Archive Access
  0-10,000 (flat fee)                             $250.00 per month
Online Image Archive Access
  10,001 and over                                 $0.0700 per item
Notice Printing                                   $0.1000 per item
Statement Inserts - Auto                          $0.0102 per statement
Statement Inserts - Manual                        $0.0330 per statement
Statement Fine Sort                               $0.0159 per item
Statement Print                                   $0.0510 per page
DDA Statement Rendition Automated w/zero enc      $0.2000 per statement
DDA Statement Rendition Automated w/enclosures    $0.4400 per statement
DDA Statement Rendition Manual w/enclosures       $0.8000 per statement
DDA Statement Rendition Special Handling          $0.8000 per statement
Postage                                           Prepaid via monthly invoice
Courier                                           Bank responsibility
Supplies                                          Aurum current rate

C-2

SCHEDULE C
SERVICE CHARGES

(ii) Minimum Monthly Charge. If the aggregate charges for Item Processing Services are less than $12,500.00 per calendar month, AURUM may, at its option, bill the actual amount or $12,500.00.

II. Optional Services. For Optional Services, Customer will pay the following fees in addition to the charges listed in Section I of Schedule C: 

Optional Systems/Modules:                        Charge
-------------------------                        ------
Invision                                 $ 625.00 per month
TeleBanc 1 - 2,000 (flat fee)            $ 200.00 per month
TeleBanc 2,001 and over                  $  0.16  per log on
800 VRU Service                          $  0.04  per minute

Director                                 Not to exceed $5,000 set up fee
                                         Not to exceed $500 monthly fee

Prime                                    Set up fee approximately $2,500
                                         (excludes Impromptu and Cubes). $300
                                         monthly. Available 3/31/02

Premier eCom                             Set up fee $2,500
                                         Monthly fee of $1,000 (includes 1,000
                                         clients $0.85 per client thereafter)

Premier eCorp                            Set up fee $2,500 (includes
                                         Monthly fee $300 (includes 400 clients
                                         $5 per client thereafter)

Bill Payment Module (Host Interface)     Set up fee $2,500
                                         Monthly fee $380
                                         Princeton ECom Set up fee waived
                                         (up to $2500)
                                         Other bill pay options to be
                                         considered.
Fraud Detection System                   Not to exceed $800 per month
                                         Available 6/30/02


Optional Services/Miscellaneous:
--------------------------------
ACH Origination                          $25.00 per outgoing file
ACH Transmissions (Outgoing)             $18.00 per transmission
Audit Confirmation Generation            Aurum Current Rate
Custom Reports, SMART Reports            $95.00 per hour
IRS Reporting                            Aurum Current Rate
Parameter/Specification Changes          $95.00 per hour
Programming Changes                      $95.00 per hour
Year-end Reporting                       Aurum Current Rate

C-3

SCHEDULE C
SERVICE CHARGES

III. Conversion Services 

    AFS Implementation Fees - One time
    ----------------------------------
Initial Image Setup                            Waived

Archive Access for Bank :
Microsoft NT/SQL Server License (25)           $3,550.00
ImageDepot Archive Software (5) Concurrent     $8,800.00

Archive Access for End Customers               TBD in conjunction with Internet
                                               provider

Image View Software for each Bank End Client
       1 License                               $250.00
       5 Licenses ($200 each)                  $1,000.00
       10 Licenses ($150 each)                 $1,500.00


Additional Modules Implementation - One time
--------------------------------------------
Federal Call Reporter                               Not to exceed $7,500(one-time costs) for all
Holding Company Module                              Modules with concurrent installations.
Stockholder Accounting System                       Training Included
Asset Liability Management System                   Travel Expenses are additional

C-4

SCHEDULE D
CUSTOMER SYSTEMS

"Customer Systems" are the Systems to be provided by Customer for use in conjunction with Aurum Systems. Customer Systems include, but are not limited to the following: 

           System                                  Vendor
           ------                                  ------
Data Communications Equipment              Various
Loan Platform                              Bankers System - Rembrandt
Deposit Platform                           Harland Financial Solutions
Teller Equipment                           EZ Teller
Teller Automation Software                 EZ Teller
Platform Automation Software               Harland Financial Solutions
InfoConnect                                ITI
InfoConnect Intercom                       Attachmate
InfoConnect FileXpress                     Attachmate
Netware                                    Novell
NT                                         Microsoft
Office                                     Microsoft
Windows                                    Microsoft

D-1

SCHEDULE F
PROCESSING TIMES

1. Customer Delivery Requirements

BUSINESS DAYS - MON - FRI 

Inclearing Items                         100% of SDS/Direct Send by 9:00
                                         100% by 13:00

                                         BUSINESS DAYS - MON - THURS
Over-the-Counter Item                    100% by 21:30

                                         BUSINESS DAYS - FRIDAYS
Over-the-Counter Items                   100% by 21:30

2. Aurum File Transmission Requirements (Initiation of file transfer)

BUSINESS DAYS - MONDAY - FRIDAY 

      Inclearing                               18:00
      POD/Transit Over-the-Counter             24:00

3. Exception Item File transmission completed  03:30 NCD on Wednesday - Friday
                                               04:30 NCD on Tuesday
                                               06:30 NCD on Saturday

4. Image archive available                     07:00 NCD

5. Exception Items available for pickup        07:00 NBD
   (Large dollar items only)

NBD = Next Business Day
NCD = Next Calendar Day

F-1

SCHEDULE G
CUSTOMER RESPONSIBILITIES

I. Customer Responsibilities

In connection with the Basic, Optional, Additional and Conversion Services and in addition to Customer's other obligations under this Agreement, Customer will:

(a) Ensure that its personnel maintain a working knowledge of the Aurum System and Item Processing Services and that new Customer personnel are properly trained to utilize the Aurum System and Item Processing Services.

(b) Appoint Aurum as its agent for purposes of receiving Items from and returning Items to clearing organizations. Customer will notify all appropriate third parties of such appointment and pay or reimburse Aurum for any charges payable to such clearing organizations for, or required as a condition to, so receiving or returning Items.

(c) Provide to Aurum and keep current, by mutually agreeable means, such information concerning the DDA/Checking Accounts as Aurum may reasonably require.

(d) Ensure that all Items, magnetic tapes, and other documents or media which Aurum may require to process hereunder are in a format acceptable to Aurum and contain, in machine readable form, the data and information required by Aurum.

(e) Forward directly to Aurum any On-Us Items or other Items that are posted by or on behalf of Customer without being entered into the clearing process.

(f) Cooperate with Aurum in the performance of Basic Services and provide to Aurum such data and information, management decisions, regulatory interpretations and policy guidelines as Aurum reasonably requires.

(g) Select, and be responsible for (financially and otherwise), the courier service to be utilized in conjunction with the Basic Services provided herein. The parties agree that such courier service may be either an existing courier service shared by other Aurum customers or, if Customer in its sole discretion determines that it is not feasible or desirable to utilize such existing courier service, such other courier service as is designated by Customer.

(h) Be responsible for the timely delivery of proof of deposit Items from Customer locations to the Aurum Data Center. Aurum will consider receipt of Items upon delivery and time stamp of courier receipts at the Aurum Data Center receiving window.

(i) Deliver to Aurum all Items, in a form acceptable to Aurum, to be processed by Aurum. Customer assumes full responsibility for the accuracy, completeness, and authenticity of all Items furnished to Aurum, and Aurum shall be entitled to rely thereon and shall have no obligation or responsibility to audit, check, or verify the Items. Without limiting the generality of the foregoing, Customer shall have sole responsibility for (a) verifying dates, signatures, amounts, authorizations, endorsements, payment notices, collection times, fees and charges imposed by Customer on its customers and other similar matters on all Items delivered to Aurum; (b) placing stop payments and holds on accounts; and (c) determining the correctness of all magnetic ink inscribed or appearing on Items, regardless of by whom or when inscribed. If any Items submitted to Aurum are incorrect, incomplete, or not in the form required by Aurum, then Aurum may, in its sole discretion, either (i) require Customer to resubmit completed and corrected Items, or (ii) correct and complete the Items itself and Customer will pay Aurum the charges for any Additional Services provided by Aurum to correct or complete such Items or otherwise prepare such Items for processing.

(j) Modems provided by Customer must be approved by Aurum to insure compatibility with the Aurum System.

(k) Provide adequate space for the Equipment and a power source according to the manufacturer's specification requirements for all Equipment necessary for the complete System utilization.

(l) Provide adequate space for the installation of telephone drop(s) necessary to connect Customer's terminals with the telephone lines which communicate with the Aurum Systems. Aurum agrees to schedule with the telephone

G-1

SCHEDULE G
CUSTOMER RESPONSIBILITIES

company the technical aspects of said installation of the data communications telephone lines. Charges made by the telephone company for the initial installation and ongoing costs of the data communications telephone lines along with any additional drops or changes to the drop locations in the future will be the responsibility of Customer.

(m) Provide to Aurum and keep current, by mutually agreeable means, information reasonably required by Aurum concerning the accounts offered by Customer to its customers and internal Customer general ledger accounts.

(n) Promptly inspect and review all reports and data files provided to Customer by Aurum and, unless a shorter period of time is required for any specific report or data file, notify Aurum of any incorrect report or data file within one Business Day after receipt thereof. Failure to so notify Aurum of any such report or data file will constitute acceptance thereof.

(o) Establish cycle dates for the monthly statements for accounts in a manner acceptable to Aurum so that approximately the same number of such monthly statements are to be prepared on each of the no more than twenty (20) Business Days during each month which are designated by mutual agreement as statement days. Such monthly statements will be printed in a format acceptable to Aurum, which format will include bar coding indicating the number of enclosures to be mailed with each statement.

(p) Cooperate with Aurum in the performance of Item Processing Services and provide to Aurum such data and information, management decisions, regulatory interpretations and policy guidelines as Aurum reasonably requires.

G-2

ADDENDUM ONE
COMMUNITY BANK OF NEVADA

THIS ADDENDUM ("Addendum") to that certain Agreement for Information Technology Services ("Agreement") between AURUM TECHNOLOGY INC (Aurum) and COMMUNITY BANK OF NEVADA ("Customer"), dated of even date herewith, is made and entered into by and between Customer and Aurum.

The parties agree to amend the Agreement as follows:

1. Section 1.1(c) of the Agreement is amended to read as follows:

"Basic Services" are the Services listed in Schedule A, including the Item Processing Services.

2. Section 1.1(d) of the Agreement is amended to read as follows:

"Business Day" is each weekday, Monday through Friday, during which Customer conducts its business operations and which is not a holiday of the federal reserve banks.

3. New Sections 1.1(s) and 1.1(t) are added to the Agreement to read as follows:

(r) "Item" is a document or other segment of media on which is recorded information evidencing a debit or credit.

(s) "Item Processing Services" are the Services described in Schedule A.

4. Section 3.1(c) of the Agreement is amended to read as follows:

On a mutually agreeable schedule Aurum will provide those services and instructions ("Conversion Services") reasonably required for Customer to convert to and use the Aurum Systems and the Item Processing Services. Customer will cooperate in the conversion effort and timely provide whatever information, data, clerical and office support, management decisions, approvals and signoffs that Aurum reasonably requires. According to a plan to be developed by Customer and Aurum, Aurum will train a mutually designated group of Customer's personnel in the proper use of the Aurum Systems (other than the Aurum Systems used to provide Item Processing Services) to enable such personnel to train Customer's user personnel in the use of such Aurum Systems. Customer will cooperate with Aurum in scheduling training in conjunction with Customer's conversion to the Aurum Systems.

5. Sections 3.2(a) through 3.2(e) of the Agreement do not apply to Item Processing Services provided by Aurum.

6. Section 3.4 of the Agreement does not apply to Aurum Systems used to provide Item Processing Services.

1

7. A new Section 3.7 is added to the Agreement to read as follows:

General Terms Relating to Item Processing Services.

(a) With respect to Item Processing Services, Aurum will be responsible for the Items from the time that such Items are received by Aurum at the Data Center until the Items are released for pickup at the Data Center to couriers; provided that Aurum's liability for the destruction or disappearance of Items will be limited to cases where the destruction or disappearance is due entirely to the negligence or willful misconduct of Aurum and, if so, Aurum sole obligation is to reconstruct the Items from microfilm created by Customer.

(b) All times indicated in this Agreement refer to the time zone in which the Item Processing Center is located.

8. A new Section 3.8 is added to the Agreement to read as follows:

Regulatory Compliance Related to Item Processing Services. If either Aurum or Customer becomes aware of any changes or proposed changes to any statutes, regulations or rules applicable to the Item Processing Services, that party will promptly notify the other of the change or proposed change, and the parties will cooperate in analyzing the impact, if any, that the change or proposed change will have on the obligations of the parties under this Agreement. If any such change requires Aurum to modify any Item Processing Services, Aurum will comply with such change and Customer will reimburse Aurum for (a) any additional costs thereby incurred by Aurum that are specific to Customer (such as the cost of retaining Customer's data for a longer period of time), and (b) Customer's pro rata share (based on such method of proration as Aurum in good faith determines to be appropriate) of any additional costs thereby incurred by Aurum that are not specific to Customer (such as the cost of modifications to the Aurum Systems that apply to Customer and to other Aurum customers for item processing services) and that are in excess of the costs that Aurum would customarily absorb as part of its normal services to its customers for item processing services, as reasonably determined by Aurum.

9. A new Section 4.8 is added to the Agreement to read as follows:

Customer Responsibilities Related to Item Processing Services. In order that Aurum may perform its obligations to provide Services, including Item Processing Services, Customer shall perform the actions provided in Schedule F.

10. Section 5.1(a) of the Agreement is amended to read as follows:

(a) For Basic Services, including Item Processing Services, the monthly charges listed in Schedule C.

11. Section 5.2(a) of the Agreement is amended to read as follows:

2

All costs incurred by Aurum (i) in mailing reports or other output to Customer, its customers, or third parties, and (ii) in transporting, shipping, or delivering Items, reports, output, or input to and from the Data Center, including without limitation couriers, telecommunications and data communications charges.

12. The first sentence of Section 8.1 of the Agreement is amended to read as follows:

Section 3.2(d) sets forth Customer's exclusive remedies for errors in reports or other output provided by Aurum under this Agreement and Section 3.7(a) sets forth Customer's exclusive remedies for the destruction or disappearance of Items that occur while such Items are being held at the Data Center.

13. New sixth and seventh sentences are added to Section 8.1 to read as follows:

Customer expressly waives and releases any claim that it may otherwise have against Aurum in excess of such amounts provided for pursuant to this Section. By releasing and discharging Aurum from such claims both known and unknown, Customer expressly waives any rights it may have had under California Civil Code Section 1542 which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

14. Schedule F, attached, is added to the Agreement.

15. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise expressly defined in this Addendum.

16. Four (4) original copies of this Addendum will be executed and submitted to Aurum by Customer. This Addendum will become effective when Aurum executes this Addendum. Aurum will return one of the executed copies to Customer.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set forth above. 

AURUM TECHNOLOGY INC                           COMMUNITY BANK OF NEVADA

By: /s/ Brian Van Dyk                          By: /s/ Cathy Robinson
    -----------------                              ------------------
Printed                                        Printed
Name: Brian Van Dyk                            Name: Cathy Robinson
Title: President, Premier Division             Title: Executive Vice President
Date: 11/15/2001                               Date: 11/9/01

3

AMENDMENT NUMBER TWO
COMMUNITY BANK OF NEVADA

THIS AMENDMENT ("Amendment") to the AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES between Aurum Technology Inc. ("Aurum") and Community Bank of Nevada ("Customer"), dated of even date herewith, as amended or modified (the "Agreement"), is between Customer and Aurum.

The parties agree to amend the Agreement as follows:

1. The recital of the Agreement is amended in its entirety to read as follows:

"WHEREAS, Customer desires to purchase certain Data and Item Processing Services from Aurum, a provider of such services, pursuant to the terms and conditions set forth herein."

2. The first sentence of Section 2.1 of the Agreement is amended in its entirety to read as follows:

"This Agreement will begin on the Effective Date and, unless terminated earlier under Section 7.2, 7.3 or 7.4, will continue for a period of five
(5) years from the Implementation Date (the "Initial Term")." Thereafter, this Agreement will automatically renew for successive terms of one year each (the "Renewal Terms") unless either party gives the other party written notice at least six months prior to the expiration date of the Initial Term or the Renewal Term then in effect that the Agreement will not be renewed beyond such term.

3. Section 5.2 (b) of the Agreement is amended in its entirety to read as follows:5.2

"All actual, out-of-pocket costs and expenses, including, without limitation, travel and travel-related expenses, which are incurred by Aurum and pre-approved by customer when in excess of $500.00 in providing Services when incurred at Customer's request."

4. Section 5.4 of the Agreement is amended to read as follows:

"Cost of Living Adjustment. No more than once in any twelve (12) month period, Aurum may, at its option and by giving Customer written notice, increase the charges for the Services by a percentage not to exceed the percentage by which the ECI as of that time is higher than the ECI as of
(i) for the first adjustment, the earlier of the Effective Date or the date of the last adjustment previously made pursuant to any immediately prior agreement, if any, under which Aurum provided the same or similar Services to Customer, and (ii) thereafter, the previous time that Aurum adjusted its charges to Customer pursuant to this Section. In no event will any such adjustment exceed three percent (3%). These increased charges will remain in effect until Aurum adjusts them again pursuant to this Section."

5. Section 7.4 of the Agreement is amended in its entirety to read as follows:

Page 1 of 3

"Termination for Cause. If either party materially defaults in its performance under this Agreement, except for non-payment of amounts due to Aurum, and (i) fails to promptly commence curing such default with all due diligence after receiving written notice specifying the default and (ii) fails to either substantially cure such default within sixty (60) days after receiving written notice specifying the default or, for those defaults which cannot reasonably be cured within sixty (60) days, promptly commence curing such default and thereafter proceed with all due diligence to substantially cure the default, then the party not in default may, by giving the defaulting party at least thirty (30) days prior written notice thereof, terminate this Agreement as of a date specified in such notice. A party shall give notice of its election to terminate this Agreement for cause within a reasonable time following its discovery of the material default, including any course of conduct constituting a material default."

6. Section 7.6(a) of the Agreement is amended in its entirety to read as follows:

"All costs reasonably incurred by Aurum in connection with such termination, including without limitation telecommunication line disengagement expenses and costs of terminating leases on or shipping or storing any equipment provided to Customer by or through Aurum under this Agreement, plus a fifteen percent (15%) management fee not to exceed ten thousand dollar ($10,000), plus Aurum's charges for any Additional Services reasonably requested by Customer for de-conversion assistance (together, the "Termination Costs").

7. Section 7.6 (b) of the Agreement is amended in its entirety to read as follows:

"All references to fifty percent (50%) in this Section 7.7(b) are amended to read as twenty five percent (25%)."

8. Section 7.7 of the Agreement is amended in its entirety to read as follows:

"Payment Upon Non-renewal. If Customer gives or receives notice not to renew this Agreement pursuant to Section 2.1, or Customer terminates this Agreement under Section 9.5, Customer will pay to Aurum an amount equal to all amounts then due and payable to Aurum. Aurum will provide de-conversion assistance to Customer at a cost not to exceed $10,000, provided that Aurum's only obligation to Customer for such de-conversion assistance shall be to provide to Customer one copy of any test tapes and one copy of any conversion tapes. Any additional de-conversion assistance will be provided to Customer as an Additional Services as reasonably requested by Customer."

9. Section 9.9 of the Agreement is amended in its entirety to read as follows:

"Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to any choice-of-law rules.

Page 2 of 3

10. Service Level Performance Standards. The parties agree to negotiate in good faith to establish in writing any reasonable modifications to the Service Level Performance Standards set forth in Schedule E to the Agreement reasonably necessary to conform such standards to the Image Item Processing Services. Such modifications, if any, will not make the standards more burdensome on Aurum than the original standards; will not lower the standards from the standards which exist as of the Addendum Effective Date, shall be finalized as a written amendment to the Agreement signed by both parties; and both parties agree to use best efforts to finalize such modifications within sixty (60) days after Image Item Processing Conversion Date. Such standards will be governed in accordance with all applicable terms and conditions of the Agreement and any additional terms and conditions contained in the amendment.

11. Except as amended by this Amendment, the Agreement will be and remain in full force and effect in accordance with its terms. Capitalized terms used in this Amendment will be as defined in the Agreement unless otherwise expressly defined in this Amendment.

12. Three (3) original copies of this Amendment will be executed and submitted to Aurum by Customer. This Amendment will become effective as of the date set forth below when Aurum executes this Amendment. Aurum will return one of the executed copies to Customer.

In WITNESS WHEREOF, the parties have executed this Amendment as of 11/15/2001. 

COMMUNITY BANK OF NEVADA                      AURUM TECHNOLOGY INC.

By: /s/ Cathy Robinson                        By: /s/ Brian Van Dyk
    ------------------                            -----------------
Printed                                       Printed
Name: Cathy Robinson                          Name: Brian Van Dyk
Title: Executive Vice President               Title: President, Premier Division
Date: 11/9/01                                 Date: 11/15/2001

Page 3 of 3

ADDENDUM NUMBER THREE
ADDITIONAL SERVICES

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services ("Agreement") between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. AURUM will provide to Customer, as Additional Services, the SCM2100 User Interface Program, including: SCM2100 server and workstation software and software upgrades as scheduled or required, and assistance with installation of the Customer's SCM2100 server ("SCM2100 Server"). AURUM will provide such Additional Services in accordance with this Addendum and the Agreement and such services will be deemed Additional Services under the Agreement for all purposes.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement and of this Addendum as follows: (i) Installation or set-up charges will be invoiced in conjunction with signing of this Addendum; (ii) Monthly charges will commence upon completion of the installation, but no later than 120 days from commencement of the installation project (unless delays to installation completion are attributable solely to Aurum).

3. Customer Responsibilities. Customer will (i) provide and maintain all SCM2100 server hardware/software and host connectivity necessary to meet ITI minimum requirements for the SCM2100 User Interface; (ii) will assist Aurum with the installation of the SCM2100 server (iii) will perform installation of all SCM2100 workstations for Customer's employees; (iv) provide training to their employees on the use of SCM2100; and (v) will upgrade all SCM2100 software as scheduled or required by Aurum.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC                           COMMUNITY BANK OF NEVADA

By: /s/ Gary Farnam                            By: /s/ Cathy Robinson
    ---------------                                ------------------
Printed                                        Printed
Name: Gary Farnam                              Name: Cathy Robinson
Title: Senior Vice President                   Title: Executive Vice President
Date: 8-21-02                                  Date: 8/5/02

Amend#3 SCM2100

1

EXHIBIT A
SCM2100 SERVER
SERVICE CHARGES

The monthly service fee for SCM21000 Server Services is based on the number of SCM2100 Servers maintained by the Customer during each month. Monthly service fees will not be prorated for a partial month. 

One Time Charges

      Set Up SCM2100 Host User Interface and Server
      (Invoiced in conjunction with signing of the Addendum)

            Initial Server Set Up Fee                           $ 1,750
            Additional SCM2100 Installations or Assistance      $   150 per hour

Monthly Charges

      SCM2100 Server Fee_                                       $    40

ADDENDUM NUMBER FOUR
ADDITIONAL SERVICES
COMBINED BPM AND PRINCETON ECOM INTERFACE

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer,

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. In connection with AURUM's provision of the Additional Service to Customer AURUM will install at the AURUM Data Center the Information Technology, Inc, (ITI) Bill Payment Module and the Princeton eCom Interface ("Combined BPM and Princeton") including (i) all related programs, reports and notices; and (ii) transfer of bill payment files to Princeton eCom. AURUM will provide such Additional Services in accordance with this Addendum and the Agreement and such services will be deemed Additional Services under the Agreement for all purposes.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement and of this Addendum as follows: (i) Installation or set-up charges will be invoiced in conjunction with signing of this Addendum; (ii) Monthly charges will commence upon completion of the installation, but no later than 120 days from commencement of the installation project (except to the extent delays to installation completion are attributable to Aurum)

3. Customer Responsibilities. Customer will be responsible for (i) all Customer's customer (a) set up and maintenance (b) instructions and training, (c) communications and marketing materials, (d) support and problem resolution, relating to its bill payment through Princeton eCom;
(ii) review of all related reports; and (iii) assisting with all security specifications necessary for the implementation and testing of Combined BPM and Princeton.

4. Disclaimer. Customer has agreed to contract with Aurum for Princeton eCom bill payment services. Customer understands and agrees that in no event shall AURUM be liable for or as a result of any late files, late transfers, or late payments nor for any interest, late fees, or other such fees assessed as a result thereof, except to the extent such are attributable to the gross negligence or willful misconduct of Aurum.

5. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

6. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer.

Community Bank of Nevada
Date: 09/13/02

Page 1 of 3 
AURUM TECHNOLOGY INC                           COMMUNITY BANK OF NEVADA

By: /s/ Brian Van Dyk                          By: /s/ Cathy Robinson
    -----------------                              ------------------
Printed                                        Printed
Name: Brian Van Dyk                            Name: Cathy Robinson
Title: President, Premier Division             Title: Executive Vice President
Date: 11/26/2002                               Date: 11/14/02

Community Bank of Nevada
Date: 09/13/02

Page 2 of 3

EXHIBIT A
COMBINED BPM AND PRINCETON ECOM
SERVICE CHARGES

The monthly service fees for the Combined BPM and Princeton eCom are based on the number of Account Records maintained on the System during each month. Monthly service fees will not be prorated for a partial month. An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, Savings account, Certificate of Deposit account or Loan account, that are maintained on the System during the applicable month. 

One Time Charges

      Set Up and Installation Charge of host modules            $2,500*
      (Invoiced in conjunction with signing of the Addendum)

Monthly Charges - Based on Account Volume

      0 - 15,000                                                $  380*
      greater than 15,000                                       Request Quote

*per schedule C in current contract

Community Bank of Nevada
Date: 09/13/02

Page 3 of 3

ADDENDUM NUMBER FIVE
ADDITIONAL SERVICES
PRINCETON ECOM BILL PAY SERVICES

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that Aurum provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, Aurum is willing to provide such Additional Services to Customer;

NOW, THEREFORE, Aurum and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows::

1. Additional Services. Aurum will provide the Additional Services in accordance with the terms and conditions set forth in Schedule A (including all Schedules and Exhibits attached thereto) attached to this Addendum.

2. Rules of Contract Construction and Interpretation.

(a) Each of the provisions of the Agreement is incorporated by reference into this Addendum. Except as expressly amended by this Addendum, the Agreement is ratified, confirmed and remains unchanged in all respects and will be and remain in full force and effect in accordance with its terms.

(b) This Addendum supersedes and replaces any prior agreement (written or oral) as to its subject matter. If there is any conflict between the terms and conditions of this Addendum and other terms and conditions of the Agreement or any prior addendum to this Agreement, the terms and conditions of this Addendum shall prevail with respect to the Addendum.

(c) The term "Addendum" means, includes and incorporates this Addendum and all Schedules and Exhibits attached to this Addendum.

3. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to Aurum by Customer. This Addendum will become effective as of the date set forth below when Aurum executes this Addendum. Aurum will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC.                       COMMUNITY BANK OF NEVADA

By: /s/ Brian Van Dyk                       By: /s/ Cathy Robinson
   --------------------------------         ------------------------------
Printed                                     Printed
Name: Brian Van Dyk                         Name: Cathy Robinson
Title: President                            Title: Executive Vice President
Date: 11/26/2002                            Date: 11/14/02

1

SCHEDULE A

BILL PAYMENT SERVICES

PROCESSING AGENT IS PRINCETON eCOM CORPORATION

ARTICLE I - SERVICES

1.1 Bill Payment Services. Aurum will provide the bill payment services listed herein ("Bill Payment Services") through the third party processing agent ("Processing Agent") subject to the terms and conditions of the agreement between Aurum and Processing Agent for the provision of Bill Payment Services. The Processing Agent selected by Customer is Princeton eCom Corporation. During the Schedule Term, Aurum agrees to provide to Customer, and Customer agrees to accept from Aurum, the Bill Payment Services, subject to the terms and conditions set forth herein. Customer agrees that Aurum shall be the sole and exclusive provider of the Bill Payment Services for the Customer. For purposes of the foregoing, the term "Customer" shall include Customer's affiliates.

1.2 Terms of Bill Payment Services. Aurum will provide Bill Payment Services to End User Customers upon the following conditions:

(a) Eligibility. Only the following End User Customers shall be eligible to receive Bill Payment Services: (i) consumer demand deposit account holders ("Consumer Account Holders"), or (ii) business demand deposit account holders ("Business Account Holders").

(b) Transaction Cap. Customer must select "Good Funds" Bill Payment Services model. The "Good Funds" model requires that the Processing Agent must receive good funds from the Customer before it will make payment on any End User Customer transactions. There is no monetary amount limitation (transaction cap) on End User Customer transactions in "Good Funds" model of Bill Payment Services.

(c) Credit Risk.

(i) Customer bears the credit risk associated with potential Non Sufficient Funds ("NSF") or return items for all Consumer Account Holders.

(ii) Customer bears the credit risk associated with NSF or return items for Business Account Holders.

(d) Risk Reduction Measures. Aurum or the Processing Agent may, from time to time, institute certain operating procedures to reduce credit risk and exposure ("Procedures"). Customer and all eligible End User Customers are subject to, and shall conform to, all such Procedures. Aurum shall use commercially reasonable efforts to inform Customer in advance of the implementation of such Procedures and Aurum will use commercially reasonable efforts to inform Customer within five (5) business days of Aurum's receipt of notice from the Processing Agent of the implementation of such Procedures.

1.3 Bill Payment Services Payment Processing.

(a) Accurate payment data provided by Customer on behalf of End User Customers in files supplied to the Processing Agent, will be taken through an interface from Aurum each business day. As between Aurum and Customer, Customer assumes responsibility for the accuracy and completeness of the payment data.

(b) Processing Agent will handle the transfer of funds in accordance with End User Customer payment instructions activated in accordance with sub-paragraph (a) above. Processing Agent will supply and transmit to Customer payment information for debit against the appropriate Customer settlement account. The Processing Agent will initiate ACH debits and credits. Credits may be sent via check, electronic transmissions, or ACH to payees.

(c) End User Customer inquiries regarding payments made on behalf of End User Customer to payees will be handled by the Customer.

(d) From time to time, Processing Agent may make changes to the above-described Procedures. Aurum will use commercially reasonable efforts to notify Customer thirty (30) days in advance of any changes.

1.4 Late Fees. End User Customers are eligible for reimbursement of late fees attributable to payment errors by the Processing Agent under the current reimbursement policies of the Processing Agent.

1.5 Contract between Customer and Processing Agent. Aurum will assist Customer and Processing Agent in obtaining an executed agreement ("Service Agreement"), attached as Exhibit A-3 with the Customer concerning settlement of funds and support services. Aurum and Processing Agent shall not be required to process payments for the Customer if it does not execute a Service Agreement. Processing Agent shall have no obligation to enter into a Service Agreement with the Customer. The decision to enter into any Service Agreement shall be in Processing Agent's sole discretion and judgment. This Addendum shall be expressly conditioned on the execution of a Service Agreement between Customer and Processing Agent.

1.6 Aurum Premier eBanking Services and Core Processing. Aurum can not provide Bill Payment Services to the Customer unless Customer is receiving Aurum Premier eBanking Services and Aurum core processing. Therefore, during the Schedule Term, Customer is required to purchase Aurum Premier eBanking Services and to maintain Aurum as its core data processing vendor or to utilize Aurum provided systems for its core data processing. This Addendum is expressly conditioned on Customer purchasing such services and/or systems.

1.7 Regulatory Compliance for Bill Payment Services. Customer shall be responsible for (i) compliance with all state and federal laws and regulations governing banks and other financial institutions; (ii) any disclosure to its End User Customers with respect to the Bill Payment Services and each Customer product or service made available through the Aurum System ("Customer Product/Service"); (iii) the terms and conditions of any Customer Product/Service; (iv) the terms, conditions, and any limitations on which any Customer Product/Service may be accessed, utilized or transactions originated by any End User Customer; (v) determining the authority of any person accessing a Customer Product/Service; and (vi) preparing, maintaining, and monitoring compliance with verifiable documentation with respect to the foregoing. Customer acknowledges and agrees that Customer shall not rely upon Aurum for advice regarding compliance with governmental regulations. Customer must independently verify its compliance with such regulations through its own legal counsel. Aurum shall use commercially reasonable efforts, during the Schedule Term, to be in substantive compliance with federal rules and regulations as they relate to vendors of Bill Payment Services. In the event that there is a significant change in the manner by which the Bill Payment Services can be furnished hereunder, as a result of a regulatory compliance requirement, Aurum and Customer shall negotiate in good faith to resolve the compliance issue. If Aurum determines that compliance is cost prohibitive, Aurum may elect to terminate the Addendum without penalty, by furnishing Customer with thirty (30) days prior written notice. Regulatory disclosure requirements are the responsibility of Customer.

If Customer believes that any modifications to the Aurum System are required under any laws, rules, or regulations, Customer will promptly so inform Aurum. Aurum will perform any modifications to the Aurum System or recommend changes to operating procedures of Customer that Aurum determines are necessary or desirable; provided, that if any such changes or modifications result in a significant increase in Aurum's cost of providing Bill Payment Services, Aurum will be entitled to increase the charges under this Addendum by an amount that reflects a pro rata allocation of Aurum's increased cost among the applicable Aurum customers. New or enhanced Aurum System features, functions, reports, or other services that may result from such modifications or recommendations may be provided as an Additional Service. Notwithstanding the foregoing, Customer acknowledges that the Aurum System may, from time to time, consist in part of System(s) licensed by Aurum from third-party vendor(s) and, therefore, Aurum shall have no duty or responsibility to modify any such third-party System under this Section, except to the extent that the vendor thereof has such a duty or responsibility to modify such System pursuant to the applicable license agreement between Aurum and such vendor.

1.8 Aurum System Changes. Aurum shall have the right to modify the Aurum System including, without limitation, to (i) make changes in the method of access to or delivery of the Aurum System including, without limitation, interface procedures ("Interface Changes"), (ii) make modifications to the Aurum System which are provided to Customer at no additional cost ("Aurum System Enhancements"). The identification in this Addendum of specific brands or names of third-party providers is for reference only. Customer acknowledges and agrees that it will not rely on such brand names

third-party providers is for reference only. Customer acknowledges and agrees that it will not rely on such brand names or third-party providers as a promise by Aurum to use any particular brand or third-party provider. Aurum reserves the right to substitute any brand or third-party provider of the Bill Payment Services, at its sole discretion, at any time with or without notice, provided that the quality of the Authorized Services is not materially diminished by such substitution.

1.9 Correction of Errors. Aurum will correct any errors in customer files that result in errors in reports or other output where such errors (i) are due solely to either malfunctions of Aurum's equipment or the Aurum Systems or errors of Aurum's operators, programmers, or other personnel, and (ii) are called to Aurum's attention within the time frames specified below. Aurum will, to the extent reasonably practicable, correct any other errors as an Additional Service. Customer will balance reports to verify master file information and will inspect and review all reports and other output (whether printed or electronically transmitted) created from data provided by Customer to Aurum. Customer will reject all incorrect reports or output
(i) within two Business Days after receipt of daily reports or output,
(ii) within five Business Days after receipt of annual, quarterly, or monthly reports or output, and (iii) within three Business Days after receipt of all other reports or output. This Section 1.9 sets forth Customer's exclusive remedies for errors in reports or other output provided by Aurum under this Addendum.

ARTICLE II - TERM

2.1 Schedule Term. This Addendum will begin on the Addendum Effective Date and, unless terminated earlier pursuant to the terms of the Agreement, will continue for a period of 54 months from the Addendum Effective Date (the "Initial Schedule Term"). Thereafter, this Addendum will automatically renew for successive terms of five (5) years each (the "Renewal Schedule Terms") unless either party gives the other party written notice at least six (6) months prior to the expiration date of the Initial Schedule Term or the Renewal Schedule Term then in effect that the Addendum will not be renewed beyond such Initial Schedule Term or Renewal Schedule Term.

ARTICLE III - PAYMENTS TO AURUM

3.1 Fees and Expenses. Customer shall pay the Bill Payment Services Fees listed in Exhibits A-1 and A-2 ("Bill Payment Services Fees"). Aurum shall invoice Customer monthly for all Bill Payment Services Fees, and Customer shall pay such fees, in accordance with the terms of the Agreement. At any time, Aurum may increase its fees in order to take into account any increase fees or assessments imposed by the Processing Agent.

ARTICLE IV - INDEMNITY

4.1. Indemnification by Customer.

(a) Customer shall indemnify, defend and hold harmless Aurum, its officers, directors, shareholders, employees, agents and affiliates from and against any claims, losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Aurum Indemnified Claims") resulting from or arising out of (i) the use of (A) the Aurum System or any part thereof, and (B) the Bill Payment Services by Customer, Customer's agents or any End User Customer, including, without limitation, any misrepresentations made by Customer with respect to the Aurum System or the Bill Payment Services; (ii) Customer's noncompliance or alleged noncompliance with the provisions of applicable law or regulation, or (iii) Customer's violation of any provision of any agreement between Customer and any third party.

(b) Aurum shall promptly notify Customer in writing and in reasonable detail of any Aurum Indemnified Claim. Customer shall have the authority to control the defense and settlement of such Aurum Indemnified Claim, and Aurum shall give reasonable assistance to Customer to enable Customer to defend the Aurum Indemnified Claim. Aurum shall have the right, but not the obligation, to participate, at its own expense, with respect to any such Indemnified Claim. No such Aurum Indemnified Claim shall be settled or compromised by Customer without the prior written consent of Aurum if such settlement or compromise in any manner indicates that Aurum contributed to or was responsible for the cause of any such Aurum Indemnified Claim, or if such settlement or compromise imposes any obligations upon Aurum or requires Aurum to take any action.

(c) Customer shall not be liable for any Aurum Indemnified Claim under this Section 4.1 to the extent that such Aurum Indemnified Claim (i) is found in a final and binding arbitration award or a final non-appealable

judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of Aurum or (ii) is for any misrepresentations made by Customer with respect to the Aurum System or the Bill Payment Services, where such misrepresentation resulted from misrepresentations made to Customer by Aurum or Processing Agent with respect to the Aurum System or the Bill Payment.

4.2. Use of the System by Third Parties. The parties acknowledge that Customer is solely responsible for the use of the Bill Payment Services and/or Aurum System (and any resulting damages) by End User Customers and other third parties including, without limitation, any improper or unauthorized transfers of funds from accounts via the Bill Payment Services and/or Aurum System, any failure or delay in transmitting a message back from the Processing Agent or the use for any purpose of any financial calculators contained in the Aurum System.

ARTICLE V - DEFINITIONS

5.1 Definitions. In addition to all other terms defined in the Addendum and Schedules, the following terms as used in this Addendum and Schedule shall have the following meanings:

(a) "Agreement" means that certain Agreement for Information Technology Services ("Agreement") between Aurum and Customer, together with all Schedules and amendments attached hereto or hereafter attached by mutual consent of the parties (all of which are incorporated herein by reference).

(b) "Bill Payment Services" means the services provided for in this Addendum.

(c) "Aurum System" shall mean Systems, Software or applications provided by Aurum or Aurum's third party vendors, together with all Aurum System Enhancements and modifications made available to Customer under this Addendum.

(d) "End User Customer" means a customer, client or member of Customer who uses the Bill Payment Services.

(e) "Software" means that portion of the Aurum System that is comprised of Aurum's computer programs installed on Aurum's equipment.

(f) "System" or "Systems" are (i) computer programs, including without limitation software, firmware, application programs, operating systems, files, and utilities; (ii) supporting documentation for such computer programs, including without limitation input and output formats, program listings, narrative descriptions, operating instructions and procedures, user and training documentation, special forms, and source code; and (iii) the tangible media upon which such programs are recorded, including without limitation chips, tapes, disks, and diskettes.

(g) "Schedule Term" means the Initial Schedule Term and all Renewal Schedule Terms.

(h) "Premier eBanking Services" shall mean the Additional Services offered by Aurum as either Premierecom Internet Banking or Premierecorp Cash Management.

EXHIBIT A-1
BILL PAYMENT SERVICES FEES
(PROCESSING AGENT IS PRINCETON eCOM)

ONE-TIME AND RECURRING CHARGES 

         SERVICE                                  DESCRIPTION                            PRICE               UNIT
--------------------------     -------------------------------------------------    ---------------    -----------------
RECURRING CHARGES

BILL PAYMENT MONTHLY           Minimum Fee required to be paid if total Bill        See Exhibit A-2    Per Customer
MINIMUM                        Payment Transaction charges for the month are
                               less than the monthly minimum fee set forth
                               on Exhibit A-2.

BILL PAYMENT TRANSACTIONS*     Transaction triggered by End User Customer           See Exhibit A-2    Per Transaction
                               request to debit a checking account and generate
                               a payment to a payee

STOP PAYMENT                   Transaction triggered by Customer request to             $25.00         Per Transaction
                               issue a Stop Payment on a Bill Payment
                               transaction

MANUAL RE-ISSUED CHECK         Transaction triggered by End User Customer               $20.00         Per Transaction
                               request for a Manual Re-Issued Check on a
                               Bill Payment transaction

PHOTO COPIES                   Transaction triggered by Customer request for a          $10.00         Per Transaction
                               photo copy of a bill payment transaction

EXPRESS MAIL                   Transaction triggered by Customer request for a          $25.00         Per Transaction
                               bill payment transaction to be mailed with
                               priority delivery

DELETE PAYMENT                 Transaction triggered by Customer request to             $10.00         Per Transaction
                               delete an in-process bill payment transaction

RE-CREDIT                      Transaction triggered by Customer request to              $2.00         Per Transaction
                               re-credit funds to bill payment funding account

FED WIRE FEE                   Transaction triggered by Customer request to             $25.00         Per Transaction
                               process bill payment transaction via Fed Wire

REPORTING PACKAGE              Bill Payment Monthly Activity Report                     $125.00        Per Customer/Per
                                                                                                       Month

CONFIRMATION REPORT            Bill Payment transaction confirmation report              $0.00         Per Customer/Per
                                                                                                       Month

CUSTOMER SERVICE INTERFACE     Customer ID for access to End User Customer Bill         $35.00         Per ID/Per Month
(MINIMUM ONE REQUIRED)         Payment transaction detail


         SERVICE                                  DESCRIPTION                            PRICE               UNIT
--------------------------     -------------------------------------------------    ---------------    -----------------
ONE TIME CHARGES

INITIAL SETUP - BILL PAYMENT   Includes setup and implementation of Bill Payment    See Exhibit A-2    Per Customer
                               processing capability utilizing Processing Agent
                               to perform back-office bill payment fulfillment

ON-SITE TRAINING / SUPPORT     Customer requested on-site training or support       $1,400.00 plus     Per day
                                                                                        expenses

IMPLEMENTATION/TECHNICAL       All technical support                                    $175.00        Per hour
SERVICES

AD HOC REPORTS                 One time report requests                                  Quote         Per request

SYSTEM CUSTOMIZATION           Aurum can provide customization services in               Quote         Per request
                               support of Customer's needs or special
                               programming requests

CUSTOMER DEACTIVATION FEE      Fee to Deactivate Customer                                Quote         Per request

EXHIBIT A-2

Per Schedule C of current customer contract, up to $2,500 of the Princeton ecom set up fee will be waived. 

                             54 MONTHS                   4 YEARS                         3 YEARS
                     ------------------------    ------------------------       ------------------------
                                      MONTHLY                     MONTHLY                        MONTHLY
                     INITIAL SETUP    MINIMUM    INITIAL SETUP    MINIMUM       INITIAL SETUP    MINIMUM
                     -------------    -------    -------------    -------       -------------    -------
< 15,000 ACCOUNTS       $2,750        $  350       $4,000          $ 350          $5,500          $ 350
PER TRANSACTION                       $ 0.50                       $0.55                          $0.60

EXHIBIT A-3
CONTRACT BETWEEN CUSTOMER AND PROCESSING AGENT

PRINCETON eCOM CORPORATION
650 COLLEGE ROAD EAST
PRINCETON, NEW JERSEY 08540

The undersigned ("Financial Institution"), as a customer of Aurum Technology Inc. ("Aurum") and Princeton eCom Corporation ("eCom") hereby agree and acknowledge as follows:

eCom and Aurum have entered into an agreement whereas eCom will provide processing services for Financial Institution's customers initiated electronic payments by and through Aurum. eCom will obtain from Aurum, as frequently and procedurally as established during the Implementation Phase, the Payment Data. Upon receipt of Payment Data, eCom will debit funds in an amount equal to the Payment Data from the Designated Account of the Financial Institution ("Payment Amount"). eCom has developed a portal based Customer Service Interface ("CSI") which will allow Financial Institutions twenty - four hour (24) access to review payment status and related functionality.

Debiting Designated Account. Financial Institution authorizes eCom to initiate the ACH debit or wire draw down for the Payment Amount and agrees that the corresponding funds in the Financial Institution's Designated Account are good and available. Financial Institution acknowledges and understands that eCom is relying on the information contained in the Payment Data and will be initiating payments to various payees based on that information. Should there be insufficient funds in the Financial Institution's Designated Account at the time that eCom initiates the ACH debit, or for some other reason eCom is prevented from receiving or collecting the Payment Amount, Financial Institution will immediately fund the Designated Account and indemnify, reimburse and hold eCom harmless from any and all losses or damages resulting therefrom.

Ownership of funds. All funds associated with the eCom Services provided hereunder will be the property of Financial Institution. The Financial Institution will be responsible to provide eCom the necessary instructions and authorizations for eCom to initiate a Fed Wire or ACH debit from Financial Institution of such amounts as are necessary to process the Payment Data and pay for outstanding remittances. On each Business Day, the collected customer funds will be held in a concentrated account by eCom for the benefit of certain third parties ("Concentration Account"). eCom acknowledges and agrees that Financial Institution has an undivided beneficial interest in the principal of all funds in the Concentration Account, which undivided beneficial interest shall, on any date, be equal to that percentage which (x) the principal payments from its customers which have been deposited in the Concentration Account and have not been disbursed from the Concentration Account as of that date relative to (y) the aggregate principal of all funds in the Concentration Account at that date. eCom agrees to maintain, and make available to Financial Institution detailed records relating to credits received into, and disbursements made from, the Concentration Account. eCom shall not commingle any of its own funds with such funds but shall be permitted to commingle funds remitted by other eCom customers held by eCom for their benefit for payment to designated payees with such funds. Financial Institution and eCom agree that all interest and other earnings accrued on the principal amount of Financial Institution funds deposited into the Concentration Account shall be deemed adequate compensation to eCom for administering, protecting, preserving, and reconciling all such deposits.

Customer Service Support. eCom will provide access to the Customer Service Interface ("CSI") for the Financial Institution with support that will include payment research, stop payment, reissue of check payments, and printed copies of cleared checks. Financial Institution shall access various levels of customer service through eCom's Customer Service Interface ("CSI") according to the terms and conditions set forth by eCom, which may change from time to time upon reasonable notice to Financial Institution.

Financial Institutions responsibilities with respect to CSI. The CSI will enable Financial Institution to perform queries to find detailed information, perform stop & reissues and stop & refunds on payments being processed by eCom, and view digital check images. Financial Institution will have the responsibility to create logins and assign access. Financial Institution will be given a password and identifying login to enable access to the CSI ("ID"). Financial Institution authorizes eCom to rely on this ID to identify Financial Institution, and to follow the instructions of any person who has the correct ID. Financial Institution's ID and instructions will have the same effect as Financial Institution's signature, authorizing eCom to take the requested action. Financial Institution must comply with all time requirements in order that its instructions are carried out in a timely fashion.

9

Financial Institution agrees to take proper precautions to safeguard its ID and maintain security regarding ownership, access and use of the ID. Financial Institution is fully responsible for transactions made by any person to whom Financial Institution gives the ID. Financial Institution shall change or delete the ID upon an employee leaving the employment of the Financial Institution and if the employee who maintains the main ID leaves the employment of the Financial Institution, Financial Institution must advise eCom of said change within five
(5) Business Days. All CSI training materials received by Financial Institution are considered proprietary and cannot be redistributed without written consent from eCom. Financial Institution will be fully liable for the maintenance of logins, assignment of originators and confidential information.

Counterparts/Facsimile. This agreement may be executed in counterparts and facsimile signatures shall be effective as if original.

Financial Institutions address and contact person is as follows:

Address: 1400 Rainbow Blvd

Las Vegas, Nevada 89146

Contact Person: Rich Elsmore

This Financial Institution Agreement may not be amended except in writing signed by an authorized officer or representative of each of the parties.

COMMUNITY BANK OF NEVADA 

BY: /s/ Cathy Robinson
   --------------------------

NAME CATHY ROBINSON

TITLE: EXECUTIVE VICE PRESIDENT

DATE: 11/14/02

PRINCETON eCOM CORPORATION 

By: /s/ Teresa Couney         for Princeton
   --------------------------
NAME Teresa Couney

TITLE: Vice President

DATE: 12/15/02

10

ADDENDUM NUMBER SIX
ADDITIONAL SERVICES - OFAC REPORTING MODULE

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services ("Agreement") between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is entered into between Aurum and Customer and is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer,

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. In connection with AURUM's provision of the Additional Service to Customer, AURUM will install at the AURUM Data Center the Information Technology, Inc, (ITI) Office of Foreign Assets Control (OFAC) Reporting Module ("ORM") including all related extract and comparison programs and reports. AURUM will compare Customer's records to the most current OFAC list as directed by Customer and scheduled semi-annually by AURUM. AURUM will provide such Additional Services in accordance with this Addendum and the Agreement and such services will be deemed Additional Services under the Agreement for all purposes.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement and of this Addendum as follows: (i) Installation or set-up charges will be invoiced in conjunction with signing of this Addendum; (ii) Monthly charges will commence the month following completion of the installation and initial extract, but no later than 120 days from commencement of the installation project (unless delays to installation completion are attributable solely to Aurum).

3. Customer Responsibilities. Customer will be responsible for (i) reviewing ORM Reports and taking appropriate action to verify accuracy of suspects reported; (ii) receiving and formatting extract file (if requested) and,
(iii) performing maintenance to CIS records in order to be excluded from future reporting if deemed necessary.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC.                         COMMUNITY BANK OF NEVADA

By: /s/ G.L. Farnam                           By: /s/ Cathy Robinson
   --------------------------                    ------------------------------
Printed                                       Printed
Name: G.L. Farnam                             Name: Cathy Robinson

Title: SVP                                    Title: Executive Vice President

Date: 11-14-02                                Date: 9/30/02

Amend#6 OFAC

1

EXHIBIT A
OFAC REPORTING MODULE
SERVICE CHARGES

The monthly service fees for ORM are based on the number of Account Records maintained on the System during each month and the Run Frequency as instructed by the Customer. Monthly service fees will not be prorated for a partial month. All Run Frequency fees will be annualized and billed monthly. An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, Savings account, Certificate of Deposit account or Loan account, that are maintained on the System during the applicable month. 

                   Description                                                  Service Fee
                   -----------                                                  -----------
One Time Charges

Installation (Invoiced in conjuction with signing of the Addendum
(includes installation of host module and initial extract)
0        -  15,000                                                              $1,650

Monthly Service Fees

(billed monthly beginning month following initial extract)
Based on Account Volume

0 -  7,500                                                                      $   25
0 - 15,000                                                                      $   50
0 - 24,000                                                                      $   85
greater than 24,000                                                             Request Quote

Per Run Frequency
(billed monthly beginning month following initial extract) 

                            Monthly           Quarterly         Semi/Ann           Annual            On Request
                            -------           ---------         --------           ------            ----------
0      - 15,000             $  50              $    25          $ 12.50            $  6.25              $150
15,001 - 36,000             $ 100              $    50          $ 25.00            $ 12.50              $250
greater than 36,000                                                                Request Quote

Per Fixed or Delimited File                                                        $    25

ADDENDUM NUMBER SEVEN
ADDITIONAL SERVICES
ADDITIONAL INSTITUTION

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. In connection with AURUM's provision of the Additional Service to Customer, AURUM will establish a new institution - Bank Subsidiary for processing Stockholder, General Ledger and Loans Accounting Transactions. AURUM will provide such Additional Service in accordance with this Addendum and the Agreement and such service will be deemed an Additional Service under the Agreement for all purposes.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement and of this Addendum as follows: (i) Installation or set-up charges will be invoiced in conjunction with signing of this Addendum; (ii) Monthly charges will commence upon completion of the installation,but no later than 120 days from commencement of the installation project (except to the extent delays to installation completion are attributable to Aurum)

3. Customer Responsibilities. Customer will (i) assist with the development and entry of necessary ITI module specifications; (ii) assist with all testing and validation of during implementation; (iii) input and maintain all account information etc. required by the applications; (iv) print notices and reports via OMS/Director.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC                             COMMUNITY BANK OF NEVADA

By: /s/ Brian Van Dyk                            By: /s/ Cathy Robinson
    ----------------------                          ------------------------
Printed                                          Printed
Name: Brian Van Dyk                              Name: Cathy Robinson

Title: President, Premier Division               Title: Executive Vice President

Date: 11/26/2002                                 Date: 11/14/02

Community Bank of Nevada
Date: 11/01/02

Page 1 of 2

EXHIBIT A
ADDITIONAL INSTITUTION
SERVICE CHARGES

The monthly service fee for the Additional Institution is based on the number of Account Records maintained on the System during each month. Monthly service fees will not be prorated for a partial month. An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, Savings account, Certificate of Deposit account or Loan account, that are maintained on the System during the applicable month.

As an Additional Service under the Agreement, Aurum will provide Customer with the Access to an additional institution to be used for Bank Holding Company. The accesses provided in this service are to LAS, CIS, SCM, EIM, HCM, SHS, IES and FMS. The charges for this Service are as follow: 

Installation Charge                 $2500.00

Monthly Base Charge                 $ 500.00

Monthly Delivery fee Reports        $ 150.00

Plus standard per account costs.

Additional modules will be quoted upon request.

Community Bank of Nevada
Date: 11/01/02

Page 2 of 2

ADDENDUM NUMBER EIGHT
ADDITIONAL SERVICES
HOLDING COMPANY MODULE

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that Aurum Technology provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, Aurum Technology is willing to provide such Additional Services to Customer;

NOW, THEREFORE, Aurum Technology and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. Aurum Technology will provide to Customer, as an Additional Service, the Holding Company (HCM) module. Aurum Technology will provide such Additional Service in accordance with this Addendum and the Agreement and such service will be deemed an Additional Service under the Agreement for all purposes.

2. Payments to Aurum Technology. In consideration for the provision by Aurum Technology of the Additional Service set forth above, Customer will pay Aurum Technology the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement.

3. Customer Responsibilities. Customer will (i) assist with the development and entry of necessary ITI Holding Company module specifications; (ii) assist with all testing and validation of the Holding Company module during implementation; (iii) input and maintain all account information etc. required by the applications; (iv) print notices and reports via OMS/Director.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to Aurum Technology by Customer. This Addendum will become effective as of the date set forth below when Aurum Technology executes this Addendum. Aurum Technology will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC                          COMMUNITY BANK OF NEVADA

By: /s/ Brian Van Dyk                         By: /s/ Cathy Robinson
    ----------------------                        -----------------------
Printed                                       Printed
Name: Brian Van Dyk                           Name: Cathy Robinson

Title: President, Premier Division            Title: Executive Vice President

Date: 11/26/2002                              Date: 11/14/02

Community Bank of Nevada
Date: 11/01/02

Page 1 of 2

EXHIBIT A
HOLDING COMPANY MODULE
SERVICE CHARGES

The monthly service fees for the Holding Company module are based on the number of Account Records maintained on the System during each month. An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, DDL account, Savings account, Certificate of Deposit account, Loan account or Investor loan, that are maintained on the System during the applicable month.

Description Service Fee

One Time Installation - invoiced in conjunction with signing of the Addendum

Start Up Fee $1,250 plus out of pocket expenses*

*to be billed in conjunction with installation of additional modules


(Schedule C, III)

Monthly - Based on Account Volume - begins with completion of the installation

No monthly charge - basic service in Schedule A

Monthly per Institution charge of $200 each and standard per account charges.

Community Bank of Nevada
Date: 11/01/02

Page 2 of 2

ADDENDUM #9
ADDITIONAL SERVICES
PRIME-SERVICE BUREAU

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. AURUM will provide to Customer, as Additional Services, the Information Technology, Inc. (ITI) Prime Data Warehouse and Ad Hoc Reporting Module ("Prime"), including: Prime Service Bureau Server Access; Application Extracts (templates) as requested and scheduled (Exhibit B); installation of one (1) Prime Impromptu Administrator workstation; retention of one version of the most current extracts; and initial Prime report writing training. AURUM will provide such Additional Services in accordance with this Addendum and the Agreement and such services will be deemed Additional Services under the Agreement for all purposes. AURUM agrees to make extract files available to Customer at the earliest feasible time. Notwithstanding the foregoing, Customer acknowledges that availability of the latest extract file is subject to unforeseen delays due to high processing volumes or production problems, and agrees that AURUM shall not be liable to Customer for such delays.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement and of this Addendum as follows: (i) Installation or set-up charges will be invoiced in conjunction with signing of this Addendum; (ii) Monthly charges will commence upon completion of the installation, but no later than 120 days from commencement of the installation project (unless delays to installation completion are attributable solely to Aurum). Customer may expand the Additional Services provided hereunder, such as adding additional users or licenses, upon request. Such expanded Additional Services shall be subject to the pricing current as of the date of such request.

3. Customer Responsibilities. Customer will (i) provide all hardware/software necessary to meet ITI minimum requirements for Prime workstations and for host connectivity, (ii) identify Customer personnel to be trained for Prime who are thoroughly familiar with Microsoft Windows features and the ITI applications; (iii) license Impromptu Administrator software; (iv) assist with all security specifications necessary for the implementation and testing of Prime; and (v) within sixty (60) days of completion of the installation, convert existing Selective Management Access Reports (SMART) to Prime and discontinue use of SMART scheduled for the same extract frequency as Prime.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer.

Community Bank of Nevada
Date: 11/01/02

Page 1 of 7 
AURUM TECHNOLOGY INC                             COMMUNITY BANK OF NEVADA

By: /s/ Gary Farnam                              By: /s/ Cathy Robinson
    -------------------                              --------------------------
Printed                                          Printed
Name: Gary Farnam                                Name: Cathy Robinson

Title: Senior Vice President, Premier Division   Title: Executive Vice President

Date: 11-21-02                                   Date: 11/14/02

Community Bank of Nevada
Date: 11/01/02

Page 2 of 7

EXHIBIT A
PRIME SERVICE BUREAU
SERVICE CHARGES

The monthly service fee for Prime is based on the maximum number of Account Records maintained on the System during each month. Monthly service fees will not be prorated for a partial month An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, DDL account, Savings account, Certificate of Deposit account or Loan account, that are maintained on the System during the applicable month. For purposes of this Additional Service, the Standard Frequency is designated as: a Weekly extract after the Friday update and available on Monday morning, and a Month End extract completed the first weekend following month end and available on the following Monday morning. A Premium, Frequency designates a Prime extract at any other time.

One Time Charges

Prime Set Up Fees and Installation/Training Charge -Invoiced in conjunction with signing of the Addendum (Includes host module & standard extract templates, 1 Administrator Workstation and up to 2 User Workstations, 1 day of Training) 

     Server Access Set Up Fee                 $ 2,500
     Prime Report Writing Training (1 day)    $ + related travel expenses
     Additional Training                      $   960 per day
     Additional Workstations                  $   100 each
     Additional Templates                     $    50 each

Impromptu Administrator License*

     Administrator & Advance Maintenance      $ 1,194
     Sequel User - required per User          $ obtain quote

Impromptu User License*

     User & Advance Maintenance               $   954
     Sequel User-required per User            $ obtain quote

Monthly Prime Server Charge - Based on Account Volume

  0  -   15,000                               $   300
  0  -   Request Quote

* indicates charges that will be billed to you by ITI

Amend#9 PrimeSB

A-1

EXHIBIT A
PRIME SERVICE BUREAU
SERVICE CHARGES

Monthly STANDARD Extract Charge: Weekly (after Friday's update) - Month End (not next day delivery) 

                                          Weekly         Month End
                                          ------         ---------
     0        -         15,000            included       included
     over 15,000        Request Quote

Monthly Database Retention - in addition to current version

     Daily Extracts                                       $   10
     Monthly                                              $25.00

Additional Application Extracts

     Per Application - Per Month                          $50.00

Amend#9 PrimeSB

A-2

EXHIBIT B
PRIME EXTRACT

STANDARD DAILY PRIME FILES
6 APPLICATIONS - 25 FILES

Central Information System
CIS Master File
CIS Addenda File
Flex Data

Demand Deposit Account
DDA Master File
DDA Transaction Overflow
DDA Loan Master File
DDA Addenda File
DDA Tran Description File
DDA Analysis History File

Financial Management System
FMS Account Master File
FMS Transaction File
FMS Transaction Description File

Savings Accounting System
SAV Master File
SAV Transaction Overflow
SAV Addenda File
SAV Tran Description File

Certificate of Deposit System
COD Master File
COD Transaction Overflow
COD Addenda File
COD Tran Description File

Loan Accounting System
LAS Line Master File
LAS Note Master File
LAS Addenda File
LAS Note Transaction File
Student Loan Master File

Amend#9 PrimeSB

B-1

EXHIBIT B
PRIME EXTRACT

STANDARD WEEKLY PRIME FILES
10 APPLICATIONS - 37 FILES 

Central Information System                    Bill Payment Module
      CIS Master File                             BPM Master File
      CIS Addenda File                            BPM Transaction File
      Flex Data                                   BPM Checkfree Customer File

Demand Deposit Account                        Accounts Payable System
      DDA Master File                             APS Invoice Master File
      DDA Transaction Overflow                    APS Vendor File
      DDA Loan Master File                        APS Invoice Expense File
      DDA Addenda File                            APS History File
      DDA Tran Description File
      DDA Analysis History File               Check Reconciliation System
                                                       CRS Client Master File
Financial Management System                       CRS Check Master File
      FMS Account Master File
      FMS Transaction File                    Retirement Reporting Module
      FMS Transaction Description File            RRM Customer File
                                                  RRM Plan File
Savings Accounting System                         RRM Account File
      SAV Master File
      SAV Transaction Overflow
      SAV Addenda File
      SAV Tran Description File

Certificate of Deposit System
      COD Master File
      COD Transaction Overflow
      COD Addenda File
      COD Tran Description File

Loan Accounting System
      LAS Line Master File
      LAS Note Master File
      LAS Addenda File
      LAS Note Transaction File
      Student Loan Master File

Amend#9 PrimeSB

B-2

EXHIBIT B
PRIME EXTRACT

MONTH END PRIME FILES
20 APPLICATIONS - 56 FILES 

Central Information System               On-Line Loan Collection
      CIS Master File                         OLC Collector File
      CIS Addenda File                        OLC Master File
      Flex Data                               OLC Transaction Addenda File
                                              OLC Description Addenda File
Demand Deposit Account
      DDA Master File                    Bill Payment Module
      DDA Transaction Overflow                BPM Master File
      DDA Loan Master File                    BPM Transaction File
      DDA Addenda File                        BPM Checkfree Customer File
      DDA Tran Description File
      DDA Analysis History File          Financial Management System
                                              FMS Account Master File
Savings Accounting System                     FMS Transaction File
      SAV Master File                         FMS Transaction Description File
      SAV Transaction Overflow
      SAV Addenda File                    Accounts Payable System
      SAV Tran Description File               APS Invoice Master File
                                              APS Vendor File
Certificate of Deposit System                 APS Invoice Expense File
      COD Master File                         APS History File
      COD Transaction Overflow
      COD Addenda File                    Bond Accounting System
      COD Tran Description File               BAS Account Master File
                                              BAS Source File
Loan Accounting System                        BAS Transaction File
      LAS Line Master File
      LAS Note Master File                Check Reconciliation System
      LAS Addenda File                        CRS Client Master File
      LAS Note Transaction File               CRS Check Master File
      Student Loan Master File
                                          Connect3 Electronic Banking
Debit Card Module                             Connect3 Transaction History File
      Debit Card Master File                  Connect3 Caller Record

Safe Deposit Box System                   Fixed Asset System
      SDB Master File                         FAS Master File

Retirement Reporting Module               Stockholder Accounting System
      RRM Customer File                       SHS Master File
      RRM Plan File                           SHS Certificate Overflow File
      RRM Account File                        SHS Plan Overflow File

ATM Processing System                     Teller Terminal Processing System
      ATM Customer Summary File               TTM History File
      ATM Transaction Summary File
                                          Stop Payments

Item Entry System

Amend#9 PrimeSB

B-3

AURUM TECHNOLOGY INC.
COMPLIANCE ADDENDUM (#10)

THIS COMPLIANCE ADDENDUM by and between Aurum Technology Inc., a Delaware corporation with its principal place of business located in Plano, Texas ("Aurum"), and Customer, as identified below, (each of Aurum and Customer, a "party," and collectively, the "parties") is made as of the later of the dates on which the parties sign below and is intended by the parties to be an amendment to each and every agreement between the parties relating to Aurum's providing Customer information technology services.

DATA OWNERSHIP & PRIVACY

1. All information of Customer (including that of its customers) provided to Aurum by Customer and contained in Aurum's data files, is the exclusive property of Customer, and Aurum is only the custodian of that information. Except as may be otherwise provided in an agreement (regardless of whether it is called a schedule, addendum, contract, agreement or otherwise), both Aurum and Customer
(and, as to both parties, their employees, agents and independent contractors) will receive and hold all information communicated to one by the other or the other's affiliates, whether before or after the date of an agreement, in strict confidence, will use such information only for purposes of an agreement and will not disclose such information without the prior written consent of the other party. Each party will take all commercially reasonable precautions to prevent the disclosure to outside parties of such information including, but not limited to, the terms of an agreement, except as required by legal, accounting or regulatory requirements (including requirements of a Federal or state regulatory authority with jurisdiction over Customer or Customer's business). If a party is required to disclose any information of the other party in accordance with any such legal, accounting or regulatory requirements, then such party will, unless otherwise prohibited by law, promptly notify the other party of such requirement and will cooperate with such other party (at their expense) in their efforts, if any, to avoid or limit such disclosure (including, without limitation, obtaining an injunction or an appropriate redaction of the information in question). The provisions of this section will survive the expiration or termination of any or all agreement(s).

2. Promptly after the termination or expiration of the term applicable to an agreement and the payment to Aurum of all fees and charges due under such agreement, Aurum will, at Customer's request and expense, return to Customer all of Customer's information with respect to such terminated or expired agreement in Aurum's then standard machine-readable format and media. The provisions of this section will survive the expiration or termination of any or all agreement(s).

3. Aurum will use commercially reasonable efforts to (a) ensure the security and confidentiality of Customer information (including that of its customers),
(b) protect against any anticipated threats or hazards to the security or integrity of such information and (c) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any Customer. Aurum will employ and maintain controlled access to systems in its data centers and other facilities where such information is located.

4. Customer will inform Aurum prior to creating any connection to the Internet or to any third-party computer network if such connection is made from any point on Customer's computer network that is connected to Aurum's network. Customer will, prior to making such a connection, first obtain (and Aurum will, at Customer's request, provide a copy of) the firewall and Internet security policy of Aurum and will abide by the rules contained in it as the same may be amended from time to time to keep current with technology. Customer will be solely responsible for complying with the most current requirements of such policy.

BUSINESS CONTINUITY

5. Aurum will maintain for its own protection, with carriers that it deems in its sole discretion appropriate and in amounts that it determines in its sole discretion to be adequate, errors and omissions and employee dishonesty coverage for its personnel and insurance coverage for loss from fire, disaster or other causes contributing to interruption of normal services, reconstruction of data file media and related processing costs, additional expenses incurred to continue operations and business interruption to reimburse Aurum for losses resulting from suspension of services due to physical loss of equipment.

6. Each party will develop, maintain and, as necessary in the event of business interruption, execute a business resumption plan and will provide to the other party, its auditors and regulators access to the plan and to plan test results as such other party may reasonably request from time to time, including such information that may be reasonably required to ensure that the plans are compatible. Aurum will not provide access to information of other Aurum customers.

7. Each party will be responsible for training its own personnel as required in connection with all applicable contingency planning activities.

8. Each party's contingency planning activities will comply with such of the following regulatory policies as may be applicable to Customer's business, as the same may be amended or replaced from time to time: (a) Federal Deposit Insurance Corporation, Financial Institution Letter FIL-68-97, dated July 14, 1997; (b) Federal Reserve System Supervision and Regulation, Number SR 97-15, dated May 2, 1997; (c) Office of the Comptroller of the Currency, OCC 97-23, dated May 16, 1997; (d) Office of Thrift Supervision, CEO Ltr 72, dated July 23, 1997; and (e) National Credit Union Administration, Letter to Credit Unions No. 97-CU-3, dated April 7, 1997. If compliance with any amendments or replacements of these policies would significantly increase Aurum's cost of providing products or services, Aurum will be entitled to increase the fees and charges under an agreement by an amount that reflects a pro rata allocation of Aurum's increased cost among the Aurum customers affected by the change.

EXAMINATIONS & AUDITS

9. Aurum will provide auditors and inspectors that Customer designates in writing with reasonable access to its facilities during business hours for the limited purpose of performing audits or inspections of Customer's business. Aurum will provide the assistance to such auditors and inspectors as Aurum deems reasonable. Customer will bear all expenses associated with such audit or inspection and will also compensate Aurum for any services provided in connection with the audit or inspection. Customer will insure that any audit or inspection requested by Customer will be conducted without undue disruption to Aurum's business or operations. Aurum will not (a) provide access to information of other Aurum customers or (b) permit access to its facilities during such times as Aurum deems that such access would be likely to create undue disruption to its operations.

10. Each year during the term of an agreement, Aurum will provide to Customer, at Customer's request and at no additional charge, one copy of Aurum's most recent audited financial statements.

11. Aurum will provide to Customer, at Customer's request and at Aurum's then standard charge, one copy of Aurum's most recent service auditor's report, performed pursuant to nationally recognized auditing standards for service organizations, applicable to the services provided by Aurum to Customer.

THE AUTHORIZED OFFICER OR REPRESENTATIVE OF EACH PARTY has signed this
COMPLIANCE ADDENDUM as a legally binding obligation of such party. 

COMMUNITY BANK OF NEVADA                             AURUM TECHNOLOGY INC.
("CUSTOMER")

By: /s/ Cathy Robinson                        By: /s/ Gary L. Farnam
    ------------------                            ----------------------
Name: Cathy Robinson                          Name: Gary L. Farnam

Title: EVP/CFO                                Title: SVP

Date: 1/3/03                                  Date: 12-5-02

                             ADDENDUM NUMBER ELEVEN
                              ADDITIONAL SERVICES
                            COMMUNITY BANK OF NEVADA

THIS ADDENDUM ("Addendum") to the Agreement for Information Technology Services ("Agreement") between Aurum Technology Inc.("AURUM") and Community Bank of Nevada ("Customer"), dated as of September 10, 1996, as amended or modified, is between Customer and AURUM. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Service.

(a) In connection with AURUM'S provision of the Additional Service to Customer, AURUM will install at the AURUM Data Center the ITI Delinquent Child Support for All accounts module ("DCSA") for AURUM's use in generating the Quarterly All Accounts File (as defined in subsection (b) below).

(b) As directed by Customer, AURUM will provide to (i) Customer, (ii) Customer's designated third party provider or (iii) the applicable government agency (the "Reporting Agency"), a quarterly file of all open Accounts Records (the "Quarterly All Accounts File") for purposes of participating in the Child Support Performance and Incentive Act of 1998 and/or the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, as applicable (collectively, the "Financial Institution Data Match Program").

(c) The Quarterly All Accounts File will contain such information about Customer account holders as specified by the Financial Institution Data Match Program.

(d) For purposes of this Addendum, an "Account Record" is defined as an end-customer account type (including without limitation, any open or closed DDA/checking account, savings account, certificate of deposit account, loan account or Investor loan) plus general ledger accounts, that are maintained on the AURUM Systems during the applicable month.

(e) AURUM will provide such Additional Service in accordance with this Addendum and the Agreement and such service will be deemed an Additional Service under the Agreement for all purposes. The term of this Addendum shall be co-terminous with the Agreement

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Service set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of the Agreement.

DCS All February 28, 2001

1

3. Customer Responsibilities. Customer will (i) notify their respective Reporting Agency that AURUM will be the transmitter of the Quarterly All Accounts File, if applicable, and (ii) assist with establishing the ITI DCSA module specifications as required by the Financial Institution Data Match Program.

4. Privacy Laws. The parties acknowledge and agree that Customer will be and remain the controller of information relating to Customer or its customers ("Customer Data") for purposes of all applicable laws relating to data privacy, transborder data flow and data protection (collectively, the "Privacy Laws"), and nothing in the Agreement or this Addendum will restrict or limit in any way Customer's rights or obligations as owner and/or controller of the Customer Data for such purposes. Customer will indemnify, defend, and hold harmless AURUM from any and all actions, damages, liabilities, costs, and expenses, including without limitation reasonable attorney's fees and expenses, arising out of any claim, action or cause of action made by any third party against AURUM relating to or arising out of this Addendum or the Additional Service, except to the extent such claim arose as a result of AURUM's gross negligence or willful misconduct.

5. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

6. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer.

IN WITNESS WHEREOF, the parties have executed this Addendum as of May 7, 2001. 

AURUM TECHNOLOGY INC.                              COMMUNITY BANK OF NEVADA

By: _________________________________              By: /s/ Cathy Robinson
                                                      ---------------------

Printed                                            Printed
Name:________________________________              Name: Cathy Robinson

Title:_______________________________              Title: C.F.O.

Date:________________________________              Date: 5/7/01

DCS All                                                        February 28, 2001

2

EXHIBIT A
FINANCIAL INFORMATION DATA MATCH
SERVICE CHARGES - ALL ACCOUNTS FILE

The monthly service fees for the Additional Service are based on the number of Account Records maintained on the AURUM Systems at the end of each month.

Description 

One Time Installation of the ITI Module         Service Fee
---------------------------------------         -----------
Installation/Testing                              $750.00

Monthly

Number of Account Records
1 - 15,000                                        $ 92.00
1 - 36,000                                        $131.00
1 - 48,000                                        $164.00
1 - 64,000                                        $208.00
1 - 88,000                                        $267.00

Quote available for accounts over maximum listed

February 28, 2001

A-1

ADDENDUM NUMBER TWELVE
AURUM TECHNOLOGY INC.
ADDENDUM TO COMMUNITY BANK OF NEVADA
FOR ADDITIONAL SERVICES - eVision

THIS ADDENDUM (this "Addendum") by and between Aurum Technology Inc., a Delaware corporation with its principal place of business located in Plano, Texas ("Aurum"), and Customer, as identified below, (each of Aurum and Customer, a "party," and collectively, the "parties") is effective as of the date specified below , and is intended by the parties to be an amendment to the agreement between the parties relating to Aurum's providing Customer item processing services (the "Agreement") for Information Technology Services dated November 11, 2001.

Unless otherwise specifically provided for herein, all other terms and conditions of the Agreement remain in force and effect and are applicable to this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Amendment and AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement as follows:

1. Additional Services

Intranet Image Archive Access

Aurum will grant the ability for Customer to use the applicable computer Intranet software (thin client) to retrieve Item Images by utilizing Customer's LAN equipment and telecommunications circuitry to access the Item Image archive located at the Aurum Transaction Center. Aurum will authorize access to Item Images for up to twenty-five (25) user workstations and allow the Customer permission to define user administration.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Service set forth above, Customer will pay AURUM the amounts set forth below. Charges for such services will be due and payable in accordance with the terms of the Agreement. 

             ADDITIONAL SERVICE               UNIT COST        UNIT MEASURE
             ------------------               ---------        ------------
MONTHLY
Intranet Image Archive Access                   65.00       Per Month
                                                            (not to exceed 25
                                                            workstations) waived
                                                            until 3/1/2005
ONE-TIME
Migration to Intranet Image Archive Access      waived      Per Customer

There is a one-time charge of $900 that will be waived for the migration to Intranet Image Archive Access application.

The one-time charge does not include supplies, forms, telecommunications network design, telecommunications line installation and testing, data communications equipment at Customer and Aurum Data Center locations, or travel-related expenses. Additionally, the one-time charge does not include Image Archive jukebox hardware, jukebox server hardware or jukebox software which will be required at Customer's site and which will be paid for by the Customer. The one time fee is payable on the Effective Date.

1

3. Except as expressly amended by this Addendum, the Agreement is ratified, confirmed and remains unchanged in all respects and will be and remain in full force and effect in accordance with its terms. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise expressly defined in this Addendum.

4. This Addendum supersedes and replaces any prior agreement (written or oral) as to its subject matter. If there is any conflict between the terms and conditions of this Addendum and the terms and conditions of the Agreement or any prior addendum to this Agreement, the terms and conditions of this Addendum shall prevail.

5. Two (2) original copies of this Addendum will be executed and submitted to Aurum by Customer. This Addendum will become effective when Aurum executes this Addendum and, returns one of the executed copies to Customer.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set forth above. 

AURUM TECHNOLOGY INC                          COMMUNITY BANK OF NEVADA
                                              ("CUSTOMER")

By: /s/ John Heus                             By: /s/ Cathy Robinson
    -------------------                           ----------------------

Name: John Heus                               Name: Cathy Robinson

Title: President, Payment Services            Title: Executive Vice President

Date: 03/22/04                                Date: 2/3/04

2

ADDENDUM NUMBER THIRTEEN
ADDITIONAL SERVICES - DIRECTOR (IN HOUSE)

This ADDENDUM ("Addendum") to the Agreement for Information Technology Services ("Agreement" between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is effective from the date it is executed by AURUM and shall remain in effect for the term of the Agreement. Capitalized terms used in this Addendum will be as defined in the Agreement unless otherwise defined in this Addendum.

WHEREAS, Customer desires that AURUM provide certain Additional Services to Customer as set forth in this Addendum;

WHEREAS, AURUM is willing to provide such Additional Services to Customer;

NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to provide for such Additional Services as follows:

1. Additional Services. In connection with AURUM's provision of the Additional Service to Customer AURUM will: install at the AURUM Data Center the Information Technology, Inc, (ITI) Premier Director Report Archive ("Director COLD") including all related programs and reports and file transfer software. AURUM will provide such Additional Services in accordance with this Addendum and the Agreement and such services will be deemed Additional Services under the Agreement for all purposes.

2. Payments to AURUM. In consideration for the provision by AURUM of the Additional Services set forth above, Customer will pay AURUM the amounts set forth in Exhibit A attached hereto. Charges for such services will be due and payable in accordance with the terms of this Addendum and the Agreement. Customer may expand the Additional Services provided hereunder, such as adding additional users or licenses, upon request. Such expanded Additional Services shall be subject to the pricing current as of the date of such request.

3. Customer Responsibilities. Customer will be responsible for: (i) contracting with ITI for purchase, configuration and installation of required Premier Director server hardware and software, (ii) support of all Premier Director server software and hardware and User software;
(iii); providing all necessary hardware required by Aurum for the delivery of reports; (iv) assisting Aurum with the installation of the file transfer software; (v) upgrading all Premier Director server and User software as scheduled and instructed by Aurum; and, (vi) assisting with all security specifications necessary for the implementation and testing of Director COLD.

4. Confirmation of Agreement. Except as amended by this Addendum, the Agreement will be and remain in full force and effect in accordance with its terms.

5. Execution of Addendum. Four (4) original copies of this Addendum will be executed and submitted to AURUM by Customer. This Addendum will become effective as of the date set forth below when AURUM executes this Addendum. AURUM will return one of the executed copies to Customer. 

AURUM TECHNOLOGY INC                          COMMUNITY BANK OF NEVADA

By: /s/ Mike Hill                             By: /s/ Cathy Robinson
    --------------------                          ---------------------
Printed                                       Printed
Name: Mike Hill                               Name: Cathy Robinson

Title: SVP                                    Title: Executive Vice President

Date: 11/29/03                                Date: 11/29/03

Community Bank of Nevada
Date: 01/09/2004

Page 1 of 2

EXHIBIT A
PREMIER DIRECTOR COLD
SERVICE CHARGES

The monthly service fees for the Director COLD are based on the number of Account Records maintained on the System during each month. Monthly service fees will not be prorated for a partial month. An "Account Record" is defined as an end-customer account type including without limitation, any open or closed DDA/Checking account, Savings account, Certificate of Deposit account or Loan account, that are maintained on the System during the applicable month.

One Time Charges (Invoiced in conjunction with signing of the Addendum)

Set Up and Installation Charge $3,250

Monthly Charges - Based on Account Volume - begins with completion of the installation 

Base Fee
--------
0 - 15,000                                  $  360
0 - 24,000                                  $  575
0 - 36,000                                  Request Quote

Deliver Fee                                 $  250

Community Bank of Nevada
Date: 01/09/2004

Page 2 of 2

EXHIBIT 10.6

SAVINGS PLAN

PRINCIPAL
FINANCIAL GROUP
PROTOTYPE FOR
SAVINGS PLANS

THIS PLAN IS A 401(K) PROFIT SHARING PLAN 

                               ADOPTION AGREEMENT

[PRINCIPAL FINANCIAL GROUP LOGO]                   IRS SERIAL NO.: D247610B

PRINCIPAL LIFE                                 ADOPTION AGREEMENT PLAN NO.: 002
INSURANCE COMPANY                             TO BE USED WITH BASIC PLAN NO.: 03
Des Moines, Iowa 50392-0001
                                                  APPROVED: OCTOBER 26, 1992

203 
                                TABLE OF CONTENTS

A. ADOPTION AGREEMENT......................................................    1

B. EMPLOYER................................................................    1

C. PLAN NAME...............................................................    1

D. EFFECTIVE DATE..........................................................    1

E. YEARLY DATE.............................................................    2

F. FISCAL YEAR.............................................................    2

G. NAMED FIDUCIARY.........................................................    2

H. PLAN ADMINISTRATOR......................................................    2

I. PREDECESSOR.............................................................    2

J. ELIGIBLE EMPLOYEE.......................................................    3

K. ENTRY REQUIREMENTS......................................................    3

L. ENTRY DATE..............................................................    4

M. PAY.....................................................................    4

N. ELECTIVE DEFERRAL CONTRIBUTIONS.........................................    5

O. MATCHING CONTRIBUTIONS..................................................    6

P. OTHER EMPLOYER CONTRIBUTIONS............................................    7

Q. NET PROFITS AND CONTRIBUTION REQUIREMENTS...............................   10

R. CONTRIBUTION MODIFICATIONS..............................................   10

S. VOLUNTARY CONTRIBUTIONS.................................................   12

T. INVESTMENT..............................................................   12

U. VESTING PERCENTAGE......................................................   14

V. VESTING SERVICE.........................................................   15

W. WITHDRAWAL BENEFITS.....................................................   16

X. RETIREMENT..............................................................   17

Y. ADOPTING EMPLOYERS......................................................   21

?

        INTERNAL REVENUE SERVICE                DEPARTMENT OF THE TREASURY

? PLAN DESCRIPTION: PROTOTYPE STANDARDIZED
  PROFIT SHARING PLAN WITH CODA
? FN: 50207440003-002 CASE: 9200864
  EIN: 42-0127290
? PD: 03 PLAN: 002 LETTER SERIAL NO: D247610B   WASHINGTON, DC 20224

                                                PERSON TO CONTACT: MS.WIGGINS
 PRINCIPAL MUTUAL  LIFE  INSURANCE CO
                                                TELEPHONE NUMBER: (202) 622-8380
           711 HIGH STREET
                                                REFER REPLY TO: E:EP:Q:8
           DES MOINES, IA 50309
                                                DATE: 10/26/92

Dear Applicant:

In our opinion, the amendment to the form of the plan identified above does not in and of itself adversely affect the plan's acceptability under section 401 of the Internal Revenue Code. This opinion relates only to the amendment to the form of the plan. It is not an opinion as to the acceptability of any other amendment or of the form of the plan as a whole, or as to the effect of other Federal or local statutes.

You must furnish a copy of this letter to each employer who adopts this plan. You are also required to send a copy of the approved form of the plan, any approved amendments and related documents to each Key District Director of Internal Revenue Service in whose jurisdiction there are adopting employers.

Our opinion on the acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section
401(a). An employer who adopts this plan will be considered to have a plan qualified under Code section 401(a) provided all the terms of the plan are followed, and the eligibility requirements and contribution or benefit provisions are not more favorable for highly compensated employees than for other employees. Except as stated below, the key District Director will not issue a determination letter with regard to this plan.

Our opinion does not apply to the form of the plan for purposes of Code section 401(a)(16) if: (1) an employer ever maintained another qualified plan for one or more employees who are covered by this plan, other than a specified paired plan within the meaning of section 7 of Rev. Proc. 89-9, 1989-1 C.B. 780; or (2) after December 31, 1985, the employer maintains a welfare benefit fund defined in Code section 419(e), which provides postretirement medical benefits allocated to separate accounts for key employees as defined in Code section 419A(d)(3).

An employer that has adopted a standardized plan may not rely on this opinion letter with respect to: (1) whether any amendment or series of amendments to the plan satisfies the nondiscrimination requirements of section 1.401(a)(4)-5(a) of the regulations, except with respect to plan amendments granting past service that meet the safe harbor described in section 1.401(a)(4)-5(a)(5) and are not part of a pattern of amendments that significantly discriminates in favor of highly compensated employees; or (2) whether the plan satisfies the effective availability requirement of section 1.401(a)(4)-4(c) of the regulations with respect to any benefit, right or feature.

An employer that has adopted a standardized plan as an amendment to a plan other than a standardized plan may not rely on this opinion letter with respect to whether a benefit, right or other feature that is prospectively eliminated satisfies the current availability requirements of section 1.401(a)-4 of the regulations.

The employer may request a determination (1) as to whether the plan, considered with all related qualified plans and, if appropriate, welfare benefit funds, satisfies the requirements of Code section 401(a)(16) as to limitations on benefits and contributions in Code section 415; (2) regarding the nondiscriminatory effect of grants of past service; and (3) with respect to whether a prospectively eliminated benefit, right or feature satisfies the current availability requirements.

PRINCIPAL MUTUAL LIFE INSURANCE CO
FFN: 50207440003-002

Page 2

This letter with respect to the amendment to the form of the plan does not affect the applicability to the plan of the continued, interim and extended reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to the initial opinion letter issued with respect to the plan.

If you, the sponsoring organization, have any questions concerning the IRS processing of this case, please call the above telephone number. This number is only for use of the sponsoring organization. Individual participants and/or adopting employers with questions concerning the plan should contact the sponsoring organization. The plan's adoption agreement must include the sponsoring organization's address and telephone number for inquiries by adopting employers.

If you write to the IRS regarding this plan, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter.

You should keep this letter as a permanent record. Please notify us if you modify or discontinue sponsorship of this plan.

Sincerely yours,

Chief, Employee Plans Qualifications Branch

PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS

ADOPTION AGREEMENT - STANDARDIZED FORM

Use black ink to complete the Adoption Agreement. 

A.    Select (1) or (2).                A.    This ADOPTION AGREEMENT is

1)    If selected, check (a) or (b).          1)    [ ] the Employer's first adoption of Principal Financial Group
      If this Plan is a restatement,                Prototype for Savings Plans. Together with PRINCIPAL FINANCIAL GROUP
      check (b).                                    PROTOTYPE BASIC SAVINGS PLAN, it constitutes

                                                    a)    [ ] a new plan.

b)    If selected, fill in the                      b)    [ ] a restatement of an existing plan (and trust). That plan
      restatement date. Normally, the                     was qualifiable under 401 (a) of the Internal Revenue Code.
      first day of the Fiscal Year                        The provisions of this restatement are effective on
      should be used.                                     ___________, ______. This is the RESTATEMENT DATE.

2)    If selected, fill in the                2)    [X] Amendment No. 3 to the Plan. It replaces all prior amendments to
      amendment number and date.                    the Plan and the first Adoption Agreement. The provisions of this
                                                    amendment are effective on September 30, 1998.

B.    Fill in exact, legal name.        B.    The terms we, us and our, as they are used in this Plan, refer to the
                                              EMPLOYER.

                                        We, COMMUNITY BANK OF NEVADA
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        are the Employer.

C.    For example: ABC, Inc. Savings    C.    The PLAN'S NAME is COMMUNITY BANK OF NEVADA 401K PLAN
      Plan.                             ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________
                                        ________________________________________________________________________________

D.    Normally, the first day of the    D.    Our retirement plan became effective on January 1, 1996 This is the
      Fiscal Year should be used. Fill        EFFECTIVE DATE.
      in the date your Prior Plan
      started if this Plan is a
      restatement.

1 
E.    Fill in Effective Date and check  E.    The YEARLY DATE is the first day of each Plan Year. The Yearly Date is
      (1), (2) or (3).                        January 1, 1996 and

                                              1)    [X] the same day of each following year.

2)    The first Plan Year is short.           2)    [ ] each following _________________(month  and day).

3)    A later Plan Year is short.             3)    [ ] (a) each following ____________(month and day) through (b)
                                                    ______________ and (c) each following ___________(month and day).
(b)   First day of short year (use
      same month and day as in (a)).

(c)   First day of new Plan Year.             If the first date in Item E is after the Effective Date, Yearly Dates,
                                              before the first date in Item E above, shall be determined under the
                                              provisions of the Prior Plan (Plan) before that date.

                                        F.    The FISCAL YEAR is our taxable year and ends on December 31 (month and
                                              day).

                                        G.    We are the NAMED FIDUCIARY, unless otherwise specified in (1) below.

1)    Principal Life Insurance Company        1)    [ ] ______________________________________________________________
      may not be named.                       ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              is the Named Fiduciary.

                                        H.    We are the PLAN ADMINISTRATOR, unless otherwise specified in (1) below.

1)    Principal Life Insurance Company        1)    [ ] ______________________________________________________________
      may not be named.                       ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              is the Plan Administrator. The address, phone number and tax filing number
                                              of the Plan Administrator are the same as the Employer's unless otherwise
                                              specified below.

                                              Address:
                                              ________________________________________________________________________
                                              ________________________________________________________________________
                                              ________________________________________________________________________

                                              Phone No.: _____________________________________________________________

                                              Tax Filing No.: ________________________________________________________

                                        I.    A PREDECESSOR employer is a firm of which we were once a part or a firm
                                              absorbed by us because of a change of name, merger, acquisition or a
                                              change of corporate status.

                                              Service with and pay from a Predecessor shall be counted if this Plan is a
                                              continuation of a plan maintained by the Predecessor.

                                              1)    [ ] Service with and pay from any Predecessor shall be counted.

2 
J.    Select (1) or (2).                J.    An ELIGIBLE EMPLOYEE is

                                              1)    [X] an Employee of ours or of an Adopting Employer. (See Item Y.)

                                              2)    [ ] an Employee of ours or of an Adopting Employer (see Item Y) who
                                                    is not represented for collective bargaining purposes by any
                                                    bargaining unit for which retirement benefits have been the subject
                                                    of good faith bargaining between Employee representatives and us.

                                        K.    ENTRY REQUIREMENTS

1)    Select (a) or (b).                      1)    SERVICE REQUIRED to become an Active Member:

                                                    a)    [ ] Service is not required.

b)    If selected, check (i) or (ii).               b)    [X] The minimum Entry Service required is
      Up to 1 year may be used
      (6 months if Entry Date is
      Yearly Date).                                       i)    [X] 1 (one) whole year.

ii)   If selected, fill in numerator                      ii)   [ ] _________/12 of a year.
      of fraction (e.g. 6/12 for half
      a year).                                            Note: If a fractional part of a year is required, the
                                                          Hours Method may not be used to determine Entry Service.

2)    Select (a) or (b). (Use only if         2)    ENTRY SERVICE, subject to the provisions of Plan Section 1.02, shall
      service is required for entry.)               be determined as follows:

                                                    a)    [ ] ELAPSED TIME METHOD. Entry Service is the total of an
                                                          Employee's Periods of Service without regard to Hours of
                                                          Service.

b)    Only available if one year is                 b)    [X] HOURS METHOD. A year of Entry Service is an Entry Service
      used in K(1) above.                                 Period which has ended and in which an Employee has 1,000
                                                          Hours of Service, unless a lesser number is specified in (i)
                                                          below.

i)    Optional reduced Hours of                           i)    [ ] Hours of Service.
      Service requirement.

3)    Select (a) or (b).                      3)    AGE REQUIRED to become an Active Member:

                                                    a)    [ ] A minimum age is not required.

b)    Not over age 21 (20 1/2 if Entry              b)    [X] The Employee must be 21 or older.
      Date is Yearly Date).

                                              Note: The entry requirements shall not be more favorable for Highly
                                              Compensated Employees than for other Employees.

3 
L.    Select one of the following       L.    ENTRY DATE. An Eligible Employee may enter the Plan as an Active Member on
      dates.                                  the earliest

                                              1)    [ ] Monthly Date,

                                              2)    [ ] Semi-yearly Date,

                                              3)    [X] Quarterly Date,

4)    If selected, age and service            4)    [ ] Yearly Date,
      required in Item K can't be over
      age 20 1/2 or more than 6               5)    [ ] date,
      months, respectively.
                                              on or after the date this Plan became effective, on which he meets all the
                                              entry requirements. This date is his ENTRY DATE.

                                        M.    PAY

                                              1)    COMPENSATION for purposes of Plan Section 3.06 is as defined
                                                    therein, under Information required to be reported under Code
                                                    Sections 6041 and 6051 (Wages, Tips and Other Compensation Box on
                                                    Form W-2), which is actually paid or made available by us for the
                                                    Limitation Year.

2)    Optional provision to continue          2)    [ ] The definition of Compensation above shall apply on and after the
      old definition until 1994                     1994 Limitation Year. The definition of Compensation on any date
      Limitation Year.                              before the 1994 Limitation Year shall be determined in accordance
                                                    with the provisions of the Prior Plan.

                                              3)    PAY for purposes of Plan Section 1.02 is the same as compensation
                                                    for purposes of Plan Section 3.06 as specified in (1) above.

4)    Optional provision to continue          4)    [ ] The definition of Pay in this Item M shall apply on and after the
      old definition until 1994 Plan                first Yearly Date in 1994. The definition of Pay on any date before
      Year.                                         the first Yearly Date in 1994 shall be determined in accordance with
                                                    the provisions of the Prior Plan.

                                              Pay shall include elective contributions. Elective contributions are
                                              amounts excludable from the gross income of the Employee under Code
                                              Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by us, at the
                                              Employee's election, to a Code Section 401 (k) arrangement, a simplified
                                              employee pension, cafeteria plan or tax-sheltered annuity. Elective
                                              contributions also include Pay deferred under a Code Section 457 plan
                                              maintained by us and Employee contributions "picked up" by a governmental
                                              entity and, pursuant to Code Section 414(h)(2), treated as our
                                              contributions.

4 
5)    Safe harbor fringe benefit              5)    For purposes of Elective Deferral Contributions only Pay shall not
      exclusion.                                    include reimbursements or other expense allowances, fringe benefits
                                                    (cash or non-cash), moving expenses, deferred compensation, and
                                                    welfare benefits, unless otherwise specified in (a) below.

a)    Optional provision to exclude                 a)    [ ] Pay for all purposes under the Plan shall not include
      fringe benefits for all                             reimbursements or other expense allowances, fringe benefits
      purposes.                                           (cash or non-cash), moving expenses, deferred compensation,
                                                          and welfare benefits.

                                              ANNUAL PAY is, on any given date, the Employee's Pay for the one-year
                                              period ending on the last day of the latest Plan Year ending on or before
                                              that date.

                                              Pay is modified as follows:

                                              Item (6) shall only apply to the Pay used for purposes of determining
                                              excess amounts under Plan Section 3.07.

                                              6)    [ ] Pay shall include only amounts received while an Active Member
                                                    of the Plan for the period described in Plan Section 3.07.

                                          N.  ELECTIVE DEFERRAL CONTRIBUTIONS for a Member are equal to a portion of Pay as
                                              specified in the written elective deferral agreement. An Employee who is
                                              eligible to participate in the Plan may file an elective deferral agreement with
                                              us. The elective deferral agreement to start Elective Deferral Contributions may
                                              be effective on a Member's Entry Date (Reentry Date, if applicable) or any
                                              following Semi-yearly Date, unless otherwise specified in (1) below.

1)    Optional effective dates for            1)    [X] Following a Member's Entry Date (Reentry Date, if applicable), a Member's
      elective deferral agreements.                 elective deferral agreement may become effective on any
      If selected, check (a), (b),
      (c) or (d).

                                                    a)    [X] Monthly Date.

                                                    b)    [ ] Quarterly Date.

                                                    c)    [ ] Yearly Date.

                                                    d)    [ ] date.

                                              The Member shall make any change or terminate the elective deferral agreement by
                                              filing a new elective deferral agreement. A Member's elective deferral agreement
                                              making a change may be effective on any date an elective deferral agreement to
                                              start Elective Deferral Contributions could be effective. A Member's elective
                                              deferral agreement to stop Elective Deferral Contributions may be effective on any
                                              date. The elective deferral agreement must be in writing and effective before the
                                              beginning of the pay period in which Elective Deferral Contributions are to start,
                                              change or stop. A Member may not defer more than 20% of Pay for the Plan Year.
                                              Elective Deferral Contributions shall be limited as needed to meet
                                              nondiscrimination tests.

5 
2)   Optional maximum.                              2)    [ ] _________% of Pay is the maximum Elective Deferral
     (Consider using 20% less the                         Contribution.
     amount of other Contributions
     made for the Member.)
                                              O.    [X] We shall make MATCHING CONTRIBUTIONS.

1)   If Item O is selected, check                   1)    The percentage of Elective Deferral Contributions matched is
     (a) or (b).

a)   Not more than 100%.                                  a)   [ ] ____________%.

                                                          b)   [X] determined by us, but won't be more than 100%.

i)   Optional minimum                                          i)    [ ] __________% is the minimum percentage.
     percentage.

ii)  Optional maximum                                          ii)   [ ] __________% is the maximum percentage.
     percentage. Less than
     100%.

2)   Optional limit on                              2)    [X] Elective Deferral Contributions which are over the percentage
     Elective Deferral Contributions                      of Pay below won't be matched.
     matched. If selected,
     check (a) or (b). Limit can                          a)   [X] 10%.
     help meet nondiscrimination
     tests.                                               b)   [ ] A percentage determined by us.

i)   Optional minimum                                          i)    [ ] __________% is the minimum percentage.
     percentage.

ii)  Optional maximum                                          ii)   [ ] __________% is the maximum percentage.
     percentage.

3)   If Item O is selected, check                   3)    Matching Contributions are made
     (a) or (b).

                                                          a)   [X] as Elective Deferral Contributions are made.

                                                          b)   [ ] at the end of the Plan Year for Members meeting the
                                                               requirements in Item Q.

4)   If (3)(a) is selected, this                    4)    [ ] At the end of the Plan Year we may make more Matching Contributions
     option may be used to                                for Members who made Elective Deferral Contributions. Our total Matching
     adjust the Matching                                  Contributions for the Plan Year shall be made as specified below.
     Contributions at the end of
     the Plan Year.

a)   Optional. Match at end                               a)   [ ] The Matching Contributions made at the end of the Plan Year
     of year only for those meeting                            shall only be made for those meeting the requirements in Item Q.
     requirements in Item Q.

6 
b)   If (4) is selected,                                  b)   The percentage of Elective Deferral Contributions matched is
     check (i) or (ii).

i)   Not more than 100%.                                       i)    [ ] ____________%.

                                                               ii)   [ ] determined by us, but won't be more than 100%.

A.   Optional minimum                                                A.    [ ] ___________% is the minimum percentage.
     percentage.

B.   Optional maximum                                                B.    [ ] ___________% is the maximum percentage.
     percentage. Less than
     100%.

c)   Optional limit on                                    c)   [ ] Elective Deferral Contributions which are over the
     Elective Deferral Contributions                           percentage of Pay below won't be matched.
     matched if (4) is selected. If
     selected, check (i) or (ii).                              i)    [ ] ___________%.
     Limit will help meet
     nondiscrimination tests.                                  ii)   [ ] A percentage determined by us.

A.   Optional minimum                                                A.    [ ] _____________% is the minimum percentage.
     percentage.

B.   Optional maximum                                                B.    [ ] _____________% is the maximum percentage.
     percentage.

5)   If selected, Matching                          5)    [ ] Matching Contributions are Qualified Matching Contributions.
     Contributions may be tested for                      Qualified Matching Contributions are 100% vested and subject to the
     nondiscrimination with the                           withdrawal restrictions of Code Section 401(k).
     Elective Deferral Contributions.
                                                          Qualified Matching Contributions shall be made only for Nonhighly
                                                          Compensated Employees.

6)   Optional maximum on                            6)    [ ] Our Matching Contributions for a Member during any Plan Year
     Matching Contributions.                              shall not be more than $__________.

                                              P.    OTHER EMPLOYER CONTRIBUTIONS

1)   These contributions are                        1)    [ ] We shall make ADDITIONAL CONTRIBUTIONS equal to the
     a set amount. If selected,                           following:
     check the contribution
     formula, (a) or (b).

a)   If selected, check (i) or (ii).                      a)   [ ] PAY FORMULA. An amount equal to

                                                               i)    [ ] ____________% of Pay for the pay period for each
                                                                     Member who is an Active Member on the last day of
                                                                     that period.

                                                               ii)   [ ] _____________% of Annual Pay at the end of the Plan
                                                                     Year for Members who meet the requirements in Item Q.

7

b) If selected, check (i), (ii), b) [ ] SERVICE FORMULA. An amount equal to
(iii) or (iv). 

                                        i)   [ ] $_________ for the pay period
                                             for each Member who is an Active
                                             Member on the last day of that
                                             period.

                                       ii)  [ ] $_________ at the end of the
                                            Plan Year for Members who meet the
                                            requirements in Item Q.

iii)  No contribution for             iii)  [ ] $_________ for each Hour of
      paid nonworking hours                 Service he has performed during the
      such as vacation.                     pay period for each Member who is
                                            an Active Member during the pay
                                            period.

 iv)  Contribution is made for         iv)  [ ] $_________ for each Hour of
      paid nonworking hours such            Service credited during the pay
      as vacation.                          period for each Member who is
                                            an Active Member during the pay
                                            period.

  2)  These contributions are     2) [X] DISCRETIONARY CONTRIBUTIONS may be made
      determined by you each         for each Plan Year in an  amount determined
      year. If selected, check       by us. The amount of our Discretionary
      the allocation formula,        Contributions and Forfeitures, if
      (a) or (b).                    applicable, allocated to a person meeting
                                     the requirements in Item Q shall be equal
                                     to the following:

                                     a) [X] PAY FORMULA. An amount equal to our
                                        Discretionary Contributions and
                                        Forfeitures, if applicable, multiplied
                                        by the ratio of such person's Annual Pay
                                        to the total Annual Pay of all such
                                        persons.

                                     b) [ ] INTEGRATED FORMULA. An amount equal
                                        to a percentage of the person's Annual
                                        Pay up to the Integration Level plus a
                                        percentage (equal to 2 times the first
                                        percentage) of his Annual Pay over the
                                        Integration Level. The first percentage
                                        shall be the Maximum Integration Rate,
                                        unless otherwise specified in (i) below.

  i)  Optional percentage. If           i)   [ ] _________%. (If this percentage
      selected, fill in a                    exceeds the Maximum Integration
      percentage up to the                   Rate, the Maximum Integration Rate
      Maximum Integration Rate.              shall apply.)

8

If our Discretionary Contributions and Forfeitures, if applicable, are not great enough to provide this allocation, the percentage above shall be proportionally reduced.

If our Discretionary Contributions and Forfeitures, if applicable, are more than enough to provide the allocation above, any amount remaining shall be allocated in the same manner as provided in the Pay Formula, Item P(2)(a).

ii) The MAXIMUM INTEGRATION RATE shall be determined according to the following schedule: 

                                             MAXIMUM
                                           INTEGRATION
        INTEGRATION LEVEL                      RATE
100% of TWB                                   5.7%
Less than 100%, but more than
  80% of TWB                                  5.4%
More than the greater of $10,000
  or 20% of TWB, but not more than
  80% of TWB                                  4.3%
Not more than the greater of
  $10,000 or 20% of TWB                       5.7%


                                             "TWB" means the taxable wage base
                                             as in effect on the latest Yearly
                                             Date. "Taxable wage base" means the
                                             maximum amount of earnings which
                                             may be considered for wages for a
                                             year under Code Section 3121(a)(1).

                                             On any date the portion of the rate
                                             of tax under Code Section 3111(a)
                                             (in effect on the latest Yearly
                                             Date) which is attributable to old
                                             age insurance exceeds 5.7%, such
                                             rate shall be substituted for 5.7%
                                             and 5.4% and 4.3% shall be
                                             increased proportionately.

                                     iii)    The INTEGRATION LEVEL is the
                                             taxable wage base (as defined in
                                             (ii) above) as in effect on the
                                             latest Yearly Date, unless
                                             otherwise specified in A. or B.
                                             below.

A.  Optional dollar amount.                  A.  [ ] $__________.
    Must be less than such
    taxable wage base.

B.  Optional percentage of                   B.  [ ] ________% of such taxable
    such taxable wage base. Must                 wage base.
    be less than 100%.

9 
                                              Q.    NET PROFITS AND CONTRIBUTION REQUIREMENTS

                                                    1)    Our Contributions shall be made out of our current or accumulated
                                                          NET PROFITS unless otherwise specified below.

                                                          a)   [X] Our Contributions may be made without regard to our current
                                                               or accumulated Net Profits.

2)  If annual contributions                         2)    CONTRIBUTION REQUIREMENTS. Our Contributions which are subject to the
    are subject to these                                  requirements of this Item Q and Forfeitures are allocated to each
    requirements, select (a) or
    (b). If advance funding is
    used, (a) must be checked.                            a)   [ ] person who was an Active Member at any time during
                                                               the Plan Year.

                                                          b)   [X] person who was an Active Member at any time during the Plan
                                                               Year and if he is not an Active Member on the last day of the
                                                               Plan  Year, he has at least 500 Hours of Service during the
                                                               12-consecutive month period ending on the last day of such Plan
                                                               Year, unless a lesser number is specified in (i) below.

i)  Optional reduced Hours                                     i) [ ] _____________ Hours of Service.
    of Service requirement.

Optional requirements for the                             If selected, the requirements in (c), (d) or (e) below
1989 Plan Year only. If                                   shall apply for the 1989 Plan Year in lieu of the requirements
selected, select only one.                                selected above.

                                                          c)   [ ] Active Member on that date.

d)  Up to 1,000 may be used.                              d)   [ ] Active Member on that date who has at least________ Hours
                                                               of Service during the 12-consecutive month period ending
                                                               on the last day of such Plan Year.

e)  Up to 1,000 may be used.                              e)   [ ] person who was an Active Member at any time during the Plan
                                                               Year who has at least ________ Hours of Service during the
                                                               12-consecutive month period ending on the last day of such
                                                               Plan Year.

                                              R.    CONTRIBUTION MODIFICATIONS

                                                      Contribution Limitations: The Annual Additions for a Member during a
                                                    Limitation Year shall not be more than the Maximum Permissible Amount.
                                                    (See Plan Sections 3.06 and 10.05.)

1)  Fill in the last day of                         1)    The Limitation Year is the 12-consecutive month period
    the Limitation Year. Normally,                        ending on each December 31 (month and day).
    the last day of the Plan Year
    is used. You must match the
    Limitation Years of all your
    other plans.

10 
If you or an Employer, as                           2)    If the Member is covered under another qualified defined
defined in Plan Section 3.06,                             contribution plan maintained by the Employer, as defined in Plan
maintain or ever maintained                               Section 3.06, other than a Master or Prototype Plan:
another qualified plan in
which any Member in this Plan
is (or was) a member or could                             a)   [ ] The provisions of (f) through (k) of Plan Section 3.06 will
become a member, you must                                      apply as if the other plan were a Master or Prototype Plan.
complete (2) and (3) of this
Item R.                                                   b)   [ ] The method described on the attached page shall be used to
                                                               limit total Annual Additions to the Maximum Permissible Amount,
                                                               and will properly reduce the Excess Amounts, in a manner which
                                                               precludes Employer discretion.

                                                    3)    If the Member is or has ever been a member in a defined benefit plan
                                                          maintained by the Employer, as defined in Plan Section 3.06, the
                                                          method described on the attached page shall be used to satisfy the
                                                          1.0 limitation of Code Section 415, in a manner which precludes
                                                          Employer discretion.

In Years when this Plan is a                          Top-heavy Plan Requirements: The amount and allocation of Contributions
Top-heavy Plan, special                             shall be subject to the provisions of Article X of the Plan in Years when
minimum and maximum                                 this is a Top-heavy Plan.
Contribution provisions apply.
Use Items (4) through (6), as                       4)    [ ] Key Employees who are Employees on the last day of the Year
needed, to meet the                                       shall also receive the minimum allocation required in Years when
requirements for your plans                               this is a Top-heavy Plan.
which are top-heavy or to
extend the minimums to other                        5)    [ ] The minimum allocation in (4) above and in Article X shall apply
employees or Years. The items                             in all Years without regard to whether or not this is a Top-heavy
you select here override any                              Plan or to the requirements in Item Q.
provisions of Article X to the
contrary.                                           6)    [ ] The method described on the attached page shall be used to meet
                                                          the minimum allocation and benefit requirements in Years when this
                                                          is a Top-heavy Plan, in a manner which precludes Employer
                                                          discretion.

                                                    Present Value: For purposes of establishing Present Value to compute the
                                                    Top-heavy Ratio, any benefit shall be discounted only for 7 1/2% interest
                                                    and mortality according to the 1971 Group Annuity Table (Male) without the
                                                    7% margin but with projection by Scale E from 1971 to the later of (a)
                                                    1974, or (b) the year determined by adding the age to 1920, and wherein
                                                    for females the male age six years younger is used, unless otherwise
                                                    specified in (7) and (8) below:

                                                    7)    [ ] Interest rate ___________%.

                                                    8)    [ ] Mortality table: _______________________________________________
                                                    __________________________________________________________________________
                                                    __________________________________________________________________________

11 
                                              S.    VOLUNTARY CONTRIBUTIONS are not permitted, unless otherwise
                                                    specified in (1) below.

1)   Select if Voluntary                            1)    [ ] Voluntary Contributions are permitted.
     Contributions are permitted.

T.   Select (1) or (2)                        T.    INVESTMENT
     and complete (3).

1)   If selected, fill in the names                 1)    [X] The Plan is trusteed. Plan assets may be invested in
     of all trustees. (Consider                           an Annuity Contract and other funding vehicle(s).
     naming two or more.)
     Complete (a) and (b).                          We have named the following person(s) to act as TRUSTEE under the
                                                    Trust:

                                                    EDWARD M JAMISON
                                                    CATHY ROBINSON
                                                    LYNN DABBERT
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________
                                                    __________________________________________________________________

a)   If the Plan is trusteed,                             a)   LIFE INSURANCE
     select (i) or (ii).
                                                               i)   [ ] With the Trustee's consent and subject to the limits and
                                                                    provisions of Article IV of the Plan, an Active Member may
                                                                    elect to have part of his Account which results from our
                                                                    Contributions applied to purchase life insurance coverage on
                                                                    his life.

                                                               ii)  [X] Life insurance coverage is not provided under this Plan.

b)   If the Plan is trusteed,                             b)   LOANS
     select (i) or (ii).

                                                               i)   [ ] The Trustee shall not make a loan to a Member.

                                                               ii)  [X] The Trustee may make a loan to a Member from the Trust
                                                                    Fund, subject to the provisions of Plan Section 5.06.

iii) Fill in the person or                                     iii) EDWARD M JAMISON
     position authorized to                                    ________________________________________________________________
     administer the Member loan                                is the Loan Administrator.
     program. Principal Life
     Insurance Company may not be
     used.

iv)  Optional minimum loan                                     iv)  [X] The minimum amount of any loan is $1,000
     amount. Fill in up to $1,000. If
     none is selected, there is no
     minimum.

12 
v)   Optional maximum loan amount.                             v)   [ ] The maximum amount of any loan is the lesser of 50%
     Fill in up to $49,999. If none                                 of the Member's Vested Account or $ __________, reduced by
     is selected, the maximum is the                                any outstanding loan balance.
     lesser of 50% of Vested Account
     or $50,000, reduced by any loan
     balance.

vi)  Optional number of                                        vi)  The number of outstanding loans shall be of limited to one,
     outstanding loans.                                                 unless otherwise specified in A. or B. below.

                                                                    A.  [ ] The number shall be limited to ____________

                                                                    B.  [ ] The number shall not be limited.

vii) Optional number of loans                                  vii) The number of loans approved in a 12-month period
     approved in any 12-month                                       shall be limited to one, unless otherwise specified
     period.                                                        in A. or B. below.

                                                                    A.  [ ] The number shall be limited to ____________

                                                                    B.  [ ]  The number shall not be limited.

                                                    2)    [ ] The Plan is not trusteed. Plan assets shall be invested only in
                                                          an Annuity Contract.

3)   Select (a), (b) or (c).                        3)    Subject to the provisions of Article IV and  VIIIA of the Plan  and
                                                          the Annuity Contract, the investment of a Member's Account shall be
                                                          directed by

                                                          a)   [ ] the Member with the Trustee's consent (our consent, if not
                                                               trusteed).

                                                          b)   [X] the Member.

                                                          c)   [ ] the Trustee (us, if not trusteed).

13 
                                              U.    VESTING PERCENTAGE is used to determine the nonforfeitable percentage of a
                                                    Member's Account resulting from our Contributions.

                                                    The Vesting Percentage for a Member who is an Employee on the date he
                                                    reaches Normal Retirement Age, meets the requirement(s) for Early
                                                    Retirement Date, becomes Totally Disabled or dies, whichever occurs first,
                                                    shall be 100% on such date.

1)   Check any other Employer                       1)    Fully Vested Contributions. Elective Deferral Contributions are
     Contributions which are                              100% vested. Qualified Matching Contributions are 100% vested. The
     also 100% vested.                                    following Employer Contributions are also 100% vested at all times.

                                                          a)   [ ] All other Employer Contributions.

                                                          b)   [ ] Additional Contributions.

                                                          c)   [ ] Matching Contributions.

                                                          d)   [ ] Discretionary Contributions.

2)   Select one of the schedules                    2)    A Member's Account resulting from our Contributions which are not 100%
     below if some Employer                               vested is subject to the Vesting Percentage determined below.
     Contributions aren't 100% vested
     when made.

e)   If selected, fill in the
     percentages. The schedule must
     provide full (100%) vesting
     after 5 years of Vesting Service
     or must at all times be as great
     as the Vesting Percentage which
     the schedule in (d) would
     provide.


  Vesting
  Service                      Vesting Percentage

                  (a)       (b)       (c)       (d)        (e)
                  [ ]       [ ]       [ ]       [ ]        [X]
Less than 1        0          0        0          0          0
                                                           ---
     1             0          0        0          0          0
                                                           ---
     2             0         20        0          0          0
                                                           ---
     3            100        40        0         20         20
                                                           ---
     4                       60        0         40         60
                                                           ---
     5                       80       100        60        100
                                                           ---
     6                      100                  80
                                                           ---
     7                                          100
                                                           ---

A Member's Vesting Percentage determined above shall never be reduced in later years. If this Plan is or ever has been a Top-heavy Plan, the minimum vesting provisions of Article X shall apply.

14 
V.   Select (1) or (2). (Don't                V.    VESTING SERVICE, subject to the provisions of Plan Section 1.02, shall
     use this item if all Employer                  be determined as follows:
     Contributions are fully
     vested and Early                               1)    [X] ELAPSED TIME METHOD. Vesting Service is the total of an
     Retirement Date is not                               Employee's countable Periods of Service without regard to
     based on Vesting                                     Hours of Service.
     Service.)
                                                    2)    [ ] HOURS METHOD. A year of Vesting Service is a Vesting Service
                                                          Period in which an Employee has 1,000 Hours of Service, unless a
                                                          lesser number is specified in (a) below.

a)   Optional reduced Hours of                            a)   [ ] ____________ Hours of Service.
     Service requirement.

Select any modifications                            Vesting Service is modified as follows:
below which apply.
                                                    3)    [ ] Service before the Effective Date is the total of an Employee's
                                                          countable service with us, expressed in whole years and fractional
                                                          parts of a year (counting a partial month as a complete month).

4)   For restated plans only.                       4)    [ ] Service before the Restatement Date shall be determined under the
                                                          provisions of the Prior Plan in effect on the day before that date.

                                                    5)    [ ] Service before the Effective Date shall not be counted.

                                                      Note: If the Hours Method is used, the selections above apply to service
                                                    before the start of the first service period ending after the Effective or
                                                    Restatement Date.

15 
                              W.   WITHDRAWAL BENEFITS.

                                   1)   A Member may withdraw, in a single sum,
                                        any part of his Vested Account resulting
                                        from Voluntary Contributions. A Member
                                        may make only two such withdrawals in
                                        any twelve-month period, unless
                                        otherwise specified in (a) below.

a)   Optional frequency for             a)   [ ] A Member may make
     withdrawal of Voluntary
     Contributions. If                       i)   [ ] such a withdrawal at any
     selected, check (i) or                       time.
     (ii).
                                             ii)  [ ] only ___________ such
                                                  withdrawal(s) in any
                                                  twelve-month period.

2)   Optional 401(k)               2)   [x] Unless otherwise specified in (a)
     hardship withdrawal.               below, a Member may withdraw any part of
                                        his Vested Account which does not result
                                        from Voluntary Contributions or
                                        Qualified Matching Contributions in the
                                        event of undue financial hardship.
                                        Withdrawals from the Member's Account
                                        resulting from Elective Deferral
                                        Contributions shall be limited to the
                                        amount of the Member's Elective Deferral
                                        Contributions (and earnings thereon
                                        accrued as of December 31, 1988). The
                                        withdrawal is subject to the provisions
                                        of Plan Section 5.05.

a)   Optional restriction on            a)   [ ] Such withdrawal shall be
     hardship withdrawal.                    limited to the amount of the
                                             Member's Elective Deferral
                                             Contributions (and earnings thereon
                                             accrued as of December 31, 1988).

3)   Optional withdrawal           3)   [ ] A Member may withdraw any part of
     after age 59 1/2.                  his Vested Account which does not result
                                        from Voluntary Contributions at any time
                                        after he attains age 59 1/2. A Member
                                        may make only two such withdrawals in
                                        any twelve-month period, unless
                                        otherwise specified in (a) below.

a)   Optional frequency for             a)   [ ] A Member may make
     withdrawal after age
     59 1/2. If selected, check              i)   [ ] such a withdrawal at any
     (i) or (ii).                                 time.

                                             ii)  [ ] only ___________ such
                                                  withdrawal(s) in any
                                                  twelve-month period.

                                   Note: Withdrawals are subject to the
                                   qualified election procedures of Article VI.

16 
                              X.   RETIREMENT

1)   Normal Retirement Age         1)   NORMAL RETIREMENT AGE is the age at
     may not exceed any                 which the Member's Account shall become
     mandatory retirement               nonforfeitable if he is an Employee. A
     age imposed by you on              Member's Normal Retirement Age is age
     your Employees. Must               65, unless otherwise specified in (a) or
     use (a) or (b) if                  (b) below.
     mandatory age is
     younger than 65.

a)   Optional Normal                    a)   [ ] Age _________.
     Retirement Age. Fill in
     age younger than 65.

b)   Optional Normal                    b)   [ ]The older of age _________ or
     Retirement Age. Fill in                 his age on the date________ years
     up to age 65 and 5                      after the first day of the Plan Year
     years.                                  in which his Entry Date occurred.

i)   Optional maximum age of                 i)   [ ] A Member's Normal
     70 if (b) is selected.                       Retirement Age shall not be
                                                  older than age 70.

                                        A Member's Normal Retirement Age shall
                                        not be older than normal retirement age
                                        under the Plan (Prior Plan) on the day
                                        before any change in the Normal
                                        Retirement Age provisions, if he was a
                                        Member on such date.

2)   Select (a) or (b).            2)   EARLY RETIREMENT DATE

a)   If selected, check (i),            a)   [X] Early Retirement Date is the
     (ii) or both. An                        first day of the month before a
     Employee's Account is                   Member's Normal Retirement Date
     100% vested when the                    which he selects for the start of
     requirements are met.                   retirement benefits. This day shall
                                             be on or after the date the Member
                                             ceases to be an Employee and the
                                             date the following requirement(s)
                                             are met:

                                             i)   [X] He is age 55.

                                             ii)  [X] He has 5 years of Vesting
                                                  Service.

                                        b)   [ ] Early retirement is not
                                             permitted. (Vested benefits begin
                                             as provided in Section 5.03 of the
                                             Plan.)

17

By executing this Adoption Agreement, we, the Employer adopt "Principal Financial Group Prototype for Savings Plans" for the exclusive benefit of our employees. Our selections and specifications contained in this Adoption Agreement and the terms, provisions and conditions provided in Principal Financial Group Prototype Basic Savings Plan constitute our PLAN. No other basic plan may be used with this Adoption Agreement.

It is understood that Principal Life Insurance Company is not a party to our Plan and shall not be responsible for any tax or legal aspects of our Plan. We assume responsibility for these matters. We acknowledge that we have counseled, to the extent necessary, with selected legal and tax advisors. The obligations of Principal Life Insurance Company shall be governed solely by the provisions of its contracts and policies. Principal Life Insurance Company shall not be required to look into any action taken by the Plan Administrator, Named Fiduciary, Trustee or us and shall be fully protected in taking, permitting or omitting any action on the basis of our actions. Principal Life Insurance Company shall incur no liability or responsibility for carrying out actions as directed by the Plan Administrator, Named Fiduciary, Trustee or us.

This Plan is an important legal document. It may not fit your situation. You will want to consult with your lawyer on whether it does or not and on its tax and legal implications, for which neither Principal Life Insurance Company nor its agents can assume responsibility.

Failure to properly fill out this Adoption Agreement may result in disqualification of this Plan. Principal Life Insurance Company will inform you of any amendments made to the Plan or of the abandonment of the Plan. The address of Principal Life Insurance Company is 711 High Street, Des Moines, Iowa 50392-0001. When you first adopt the prototype, Principal Life will assign a contact person and give you a toll-free number. If you have not been assigned a contact person, call 1-800-543-4015, Extension 75397, for assistance.

If you have ever maintained or later adopt a plan (including, after December 31, 1985, a welfare benefit fund, as defined in Code Section
419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees, as defined in Code Section 419A(d)(3) or an individual medical account as defined in Code Section 415(l)(2)) in addition to this Plan, you may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401. If you ever maintain any such plan, in order to obtain reliance with respect to the qualification of your plan, you must apply to your Key District Office for a determination letter.

(Complete in black ink.)

This Adoption Agreement is executed NOVEMBER 24 , 1998


(month and day) (year)

FOR THE EMPLOYER 

By /s/ EDWARD M JAMISON
   -------------------------------------
                (signature)

PRESIDENT & CEO
(title)

[ ] By my signature above, I hereby
execute this Adoption Agreement on
behalf of each Adopting Employer
identified in Item Y.

ACKNOWLEDGEMENT BY THE NAMED FIDUCIARY
(IF OTHER THAN THE EMPLOYER OR TRUSTEE).

By _____________________________________
(signature)

Amend No. 3, Effective September 30, 1998 Annuity Contract No.: GA 4-22308

18

Y. ADOPTING EMPLOYERS

There are no Adopting Employers under this Plan.

19

FOR THE TRUSTEE(S) 

      By /s/ EDWARD M JAMISON
         -------------------------------
                (signature)
  Title: PRESIDENT/CEO
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

      By /s/ CATHY ROBINSON
         -------------------------------
                (signature)
  Title: SUP-CFO
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

      By /s/ LYNN DABBERT
         -------------------------------
                (signature)
  Title: AUP. ADMINISTRATION
Address: 1400 S RAINBOW BLVD
         LAS VEGAS NV 89102-2954

By _______________________________

(signature)

Title: _______________________________ Address: _______________________________

Amend No. 3, Effective September 30, 1998 Annuity Contract No.: GA 4-22308

20 
FOR THE TRUSTEE(S)

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

      By _______________________________
                (signature)
  Title: _______________________________
Address: _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________
         _______________________________

Amend No. 3, Effective September 30, 1998       Annuity Contract No.: GA 4-22308

21

Item R(2)(b) The method used to limit Annual Additions to the Maximum Permissible Amount:

Item R(3) The method used to satisfy the 1.0 limitation of Code Section 415.

Item R(6) The method used to meet the minimum contribution and allocation
requirements in Years when this is a Top-heavy Plan:

PRINCIPAL FINANCIAL GROUP
PROTOTYPE

BASIC SAVINGS PLAN

BASIC PLAN NO.: 02
TO BE USED WITH
ADOPTION AGREEMENT PLAN NOS.: 001 - 002

APPROVED: JULY 22, 2003

[PRINCIPAL FINANCIAL GROUP LOGO]

PRINCIPAL LIFE
INSURANCE COMPANY
Des Moines, Iowa 50392-0001 

                                TABLE OF CONTENTS

INTRODUCTION

ARTICLE I - FORMAT AND DEFINITIONS

      Section 1.01 - Format
      Section 1.02 - Definitions

ARTICLE II - PARTICIPATION

      Section 2.01 - Active Member
      Section 2.02 - Inactive Member
      Section 2.03 - Cessation of Participation
      Section 2.04 - Adopting Employers - Separate Plans
      Section 2.05 - Adopting Employers - Single Plan

ARTICLE III - CONTRIBUTIONS

      Section 3.01 - Employer Contributions
      Section 3.02 - Voluntary Contributions by Members
      Section 3.03 - Rollover Contributions
      Section 3.04 - Forfeitures
      Section 3.05 - Allocation
      Section 3.06 - Contribution Limitation
      Section 3.07 - Excess Amounts
      Section 3.08 - 401(k) Safe Harbor Provisions
      Section 3.09 - 401(k) SIMPLE Provisions

ARTICLE IV - INVESTMENT OF CONTRIBUTIONS

      Section 4.01 - Investment and Timing of Contributions
      Section 4.01A - Investment in Qualifying Employer Securities
      Section 4.02 - Purchase of Insurance
      Section 4.03 - Transfer of Ownership
      Section 4.04 - Termination of Insurance

ARTICLE V - BENEFITS

      Section 5.01 - Retirement Benefits
      Section 5.02 - Death Benefits
      Section 5.03 - Vested Benefits
      Section 5.04 - When Benefits Start
      Section 5.05 - Withdrawal Benefits
      Section 5.06 - Loans to Members
      Section 5.07 - Distributions Under Qualified Domestic Relations Orders

                                       i

ARTICLE VI - DISTRIBUTION OF BENEFITS FOR PLANS WHICH PROVIDE FOR LIFE ANNUITIES

      Section 6.01 - Automatic Forms of Distribution
      Section 6.02 - Optional Forms of Distribution
      Section 6.03 - Election Procedures
      Section 6.04 - Notice Requirements
      Section 6.05 - Transitional Rules

ARTICLE VIA - DISTRIBUTION OF BENEFITS FOR PLANS WHICH DO NOT PROVIDE FOR LIFE
              ANNUITIES

      Section 6A.01 - Automatic Forms of Distribution
      Section 6A.02 - Optional Forms of Distribution
      Section 6A.03 - Election Procedures
      Section 6A.04 - Notice Requirements

ARTICLE VII - DISTRIBUTION REQUIREMENTS

      Section 7.01 - Application
      Section 7.02 - Definitions
      Section 7.03 - Distribution Requirements
      Section 7.04 - Transitional Rules

ARTICLE VIII - TERMINATION OF THE PLAN

ARTICLE IX - ADMINISTRATION OF THE PLAN

      Section 9.01 - Administration
      Section 9.02 - Expenses
      Section 9.03 - Records
      Section 9.04 - Information Available
      Section 9.05 - Claim and Appeal Procedures
      Section 9.06 - Delegation of Authority
      Section 9.07 - Exercise of Discretionary Authority
      Section 9.08 - Transaction Processing
      Section 9.09 - Voting and Tender of Qualifying Employer Securities
      Section 9.10 - Voting and Tender of Self-directed Brokerage Accounts

ARTICLE X - GENERAL PROVISIONS

      Section 10.01 - Amendments
      Section 10.02 - Direct Rollovers
      Section 10.03 - Mergers and Direct Transfers
      Section 10.04 - Provisions Relating to the Insurer and Other Parties
      Section 10.05 - Employment Status
      Section 10.06 - Rights to Plan Assets
      Section 10.07 - Beneficiary
      Section 10.08 - Nonalienation of Benefits
      Section 10.09 - Construction

                                       ii

      Section 10.10 - Legal Actions
      Section 10.11 - Small Amounts
      Section 10.12 - Word Usage
      Section 10.13 - Change in Service Method
      Section 10.14 - Military Service
      Section 10.15 - Qualification of Plan

ARTICLE XI - TOP-HEAVY PLAN REQUIREMENTS

      Section 11.01 - Application
      Section 11.02 - Definitions
      Section 11.03 - Modification of Vesting Requirements
      Section 11.04 - Modification of Contributions
      Section 11.05 - Modification of Contribution Limitation

ATTACHMENTS

      Attachment A - Discretionary Trust Agreement
      Attachment B - Corporate Directed Trust Agreement
      Attachment C - Corporate Custodial Trust Agreement
      Attachment D - Passive Trust Agreement
      Attachment E - Trustar(R) Retirement Services Directed Trust Agreement

                                      iii













iv










INTRODUCTION





The provisions of this Plan apply as of the Effective Date or such later date as
may be specified in Item A of the Adoption Agreement, except as provided in any
attached addendums.





ARTICLE I


FORMAT AND DEFINITIONS





SECTION 1.01 - FORMAT.




Our retirement plan is set out in this document, the attached Adoption Agreement
which we signed, and any amendments to these documents. If our Adoption
Agreement indicates that a Trust Agreement has been set up, our retirement plan
also includes the attached Trust Agreement(s) that we selected, and any
amendments to these agreements.




Words and phrases defined in Section 1.02 shall have that defined meaning when
used in this Plan, unless the context clearly indicates otherwise. These words
and phrases have initial capital letters to aid in identifying them as defined
terms. References to "Section" are references to parts of this document;
references to "Item" are references to parts of the Adoption Agreement.




Some of the defined terms and phrases in Section 1.02 and some of the provisions
contained in the following articles do not apply to our Plan and shall not be
used in our Plan. The provisions of the attached Adoption Agreement shall
determine whether or not the terms and provisions apply.




SECTION 1.02 - DEFINITIONS.




ACCOUNT means, for a Member, his share of the Plan Fund. Separate accounting
records shall be kept for those parts of the Member's Account resulting from the
following:




a) Required Contributions.




b) Nondeductible Voluntary Contributions.




c) Deductible Voluntary Contributions.




d) Rollover Contributions.




e) Elective Deferral Contributions.




f) Qualified Matching Contributions.




g) Matching Contributions that are not Qualified Matching Contributions.




h) Qualified Nonelective Contributions.




i) All other Employer Contributions.




If the Member's Vesting Percentage is less than 100% as to any of these
Contributions, a separate accounting record will be kept for any part of his
Account resulting from such Contributions and, if there has been a prior
Forfeiture Date, from such Contributions made before a prior Forfeiture Date.




1









A Member's Account shall be reduced by any distribution of his Account and by
any Forfeitures. The Member's Account shall participate in the earnings
credited, expenses charged, and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees or other
interest crediting applicable under the Annuity Contract or other investment
arrangement and to any expenses associated therewith.




ACCRUAL SERVICE PERIOD means the period defined in Item R(3).




ACP TEST means the nondiscrimination test described in Code Section 401(m)(2) as
provided for in subparagraph (d) of Section 3.07.




ACP TEST SAFE HARBOR means the method described in subparagraph (c) of Section
3.08 for satisfying the ACP Test with respect to Matching Contributions.




ACTIVE MEMBER means an Eligible Employee who is actively participating in the
Plan according to the provisions of Section 2.01.




ADDITIONAL CONTRIBUTIONS means additional Employer Contributions. (See Item Q(2)
and Sections 3.01 and 3.09.)




ADOPTING EMPLOYER means an employer which is a Controlled Group member and which
is listed in Item AB of the Adoption Agreement. If the Adoption Agreement-
Standard is used and the transition period described in Code Section
410(b)(6)(C)(ii) has ended with respect to the primary Employer in Item B,
Adopting Employer shall also mean all other employers in the Controlled Group
for which such transition period has ended, whether or not listed in Item AB.




ADOPTION AGREEMENT means the attached document labeled Adoption Agreement which
contains our selections and specifications for our Plan.




ADP TEST means the nondiscrimination test described in Code Section 401(k)(3) as
provided for in subparagraph (c) of Section 3.07.




ADP TEST SAFE HARBOR means the method described in subparagraph (b) of Section
3.08 for satisfying the ADP Test.




AFFILIATED SERVICE GROUP means any group of corporations, partnerships or other
organizations of which we are a part and which is affiliated within the meaning
of Code Section 414(m) and regulations thereunder. Such a group includes at
least two organizations one of which is either a service organization (that is,
an organization the principal business of which is performing services), or an
organization the principal business of which is performing management functions
on a regular and continuing basis. Such service is of a type historically
performed by employees. In the case of a management organization, the Affiliated
Service Group shall include organizations related, within the meaning of Code


Section 144(a)(3), to either the management organization or the organization for
which it performs management functions. The term Controlled Group, as it is used
in this Plan, shall include the term Affiliated Service Group.




ALTERNATE PAYEE means any spouse, former spouse, child, or other dependent of a
Member who is recognized by a qualified domestic relations order as having a
right to receive all, or a portion of, the benefits payable under the Plan with
respect to such Member.




ANNUAL PAY means the Employee's annual Pay defined in Item N(3).




ANNUITY CONTRACT means the annuity contract or contracts into which we, and the
Adopting Employers adopting this Plan as a separate plan enter, or the Trustee
enters, whichever is appropriate, with the Insurer for guaranteed benefits, for
the investment of Contributions in




2









separate accounts, and for the payment of benefits under this Plan. The term
Annuity Contract as it is used in this Plan shall include the plural unless the
context clearly indicates the singular is meant.




ANNUITY STARTING DATE means, for a Member, the first day of the first period for
which an amount is payable as an annuity or any other form.




BASIC PLAN means this document which contains the basic provisions of our Plan.




BENEFICIARY means the person or persons named by a Member to receive any
benefits under the Plan when the Member dies. (See Section 10.07.)




CLAIMANT means any person who makes a claim for benefits under this Plan. (See


Section 9.05.)




CODE means the Internal Revenue Code of 1986, as amended.




CONTINGENT ANNUITANT means an individual named by a Member to receive a lifetime
benefit under the terms of a survivorship life annuity after the Member dies.




CONTRIBUTIONS means Elective Deferral, Matching, Qualified Nonelective,
Additional, Discretionary, Required, Voluntary, and Rollover Contributions,
unless the context clearly indicates only specific contributions are meant.




CONTROLLED GROUP means any group of corporations, trades, or businesses of which
we are a part that are under common control. A Controlled Group includes any
group of corporations, trades, or businesses, whether or not incorporated, which
is either a parent-subsidiary group, a brother-sister group, or a combined group
within the meaning of Code Section 414(b), Code Section 414(c) and regulations
thereunder and, for the purpose of determining contribution limitations under


Section 3.06, as modified by Code Section 415(h) and, for the purpose of
identifying Leased Employees, as modified by Code Section 144(a)(3). The term
Controlled Group, as it is used in this Plan, shall include the term Affiliated
Service Group and any other employer required to be aggregated with us under
Code Section 414(o) and the regulations thereunder.




DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.




DISCRETIONARY CONTRIBUTIONS means discretionary Employer Contributions. (See
Item Q(3) and Section 3.01.)




DISTRIBUTEE means an Employee or former Employee. In addition, the Employee's
(or former Employee's) surviving spouse and the Employee's (or former
Employee's) spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p), are Distributees
with regard to the interest of the spouse or former spouse.




EARLY RETIREMENT AGE means, for a Member, the age defined in Item Z(3).




EARLY RETIREMENT DATE means the date a Member selects for beginning his early
retirement benefit after he reaches Early Retirement Age and has ceased to be an
Employee. If a Member ceases to be an Employee before satisfying any age
requirement for Early Retirement Age, but after satisfying any other
requirements, the Member shall be entitled to elect an early retirement benefit
upon satisfying such age requirement. (See Item Z(3).)




EARNED INCOME means, for a Self-employed Individual, net earnings from
self-employment in the trade or business for which this Plan is established if
such Self-employed Individual's personal services are a material income
producing factor for that trade or business. Net earnings shall be




3









determined without regard to items not included in gross income and the
deductions properly allocable to or chargeable against such items. Net earnings
shall be reduced for our employer contributions to our qualified retirement
plan(s) to the extent deductible under Code Section 404.




Net earnings shall be determined with regard to the deduction allowed to us by
Code Section 164(f) for taxable years beginning after December 31, 1989.




EFFECTIVE DATE means the date specified in Item D.




ELECTIVE DEFERRAL CONTRIBUTIONS means Employer Contributions which are made in
accordance with elective deferral agreements between Eligible Employees and us.




Elective deferral agreements shall be made, changed, or terminated according to
the provisions of Item O. (See Item O and Section 3.01.)




Elective Deferral Contributions shall be 100% vested and subject to the
distribution restrictions of Code Section 401(k) when made. (See Section 5.04.)




ELIGIBLE EMPLOYEE means an Employee who meets the requirements specified in Item
J.




ELIGIBLE RETIREMENT PLAN means an individual retirement account described in
Code Section 408(a), an individual retirement annuity described in Code Section


408(b), an annuity plan described in Code Section 403(a), or a qualified plan
described in Code Section 401(a), that accepts the Distributee's Eligible
Rollover Distribution. However, in the case of an Eligible Rollover Distribution
to the surviving spouse, an Eligible Retirement Plan is an individual retirement
account or individual retirement annuity.




ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion of
the balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: (i) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required under Code Section


401(a)(9); (iii) any hardship distribution described in Code Section
401(k)(2)(B)(i)(IV) received after December 31, 1998; (iv) the portion of any
other distribution(s) that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to employer
securities); and (v) any other distribution(s) that is reasonably expected to
total less than $200 during a year.




EMPLOYEE means an individual who is employed by us or any other employer
required to be aggregated with us under Code Sections 414(b), (c), (m), or (o).
A Controlled Group member is required to be aggregated with us.




The term Employee shall include any Self-employed Individual treated as an
employee of any employer described in the preceding paragraph as provided in
Code Section 401(c)(1). The term Employee shall also include any Leased Employee
deemed to be an employee of any employer described in the preceding paragraph as
provided in Code Section 414(n) or (o).




EMPLOYER means, except for purposes of Plan Section 3.06, the employer named in
Item B and any successor corporation, trade or business which will, by written
agreement, assume the obligations of this Plan or any Predecessor Employer which
maintained this Plan. The terms we, us, and ours, as they are used in this Plan,
refer to the Employer.




EMPLOYER CONTRIBUTIONS means the contributions made by us to fund the Plan. (See


Section 3.01 and 11.04.)




4









ENTRY BREAK means, when the elapsed time method is used to determine service, a
one-year Period of Severance beginning on an Employee's Severance Date. An
Employee incurs an Entry Break on the last day of a one-year Period of
Severance.




When the hours method is used to determine service, Entry Break is defined in
Item L(2)(b)(iv). An Employee incurs an Entry Break on the last day of the Entry
Service Period in which he has an Entry Break.




ENTRY DATE means the date an Employee first enters the Plan as an Active Member.


(See Item M and Section 2.01.)




ENTRY SERVICE means an Employee's service defined in Item I(2). Entry Service
shall include service with a Controlled Group member while we are both members
of the Controlled Group.




If Item I(1)(a)(i) is selected, Entry Service shall include service with a
Predecessor Employer which did not maintain this Plan. If Item I(2)(b)(i) is
selected, Entry Service shall include service with a Prior Employer.




Entry Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Entry Service. If the hours method is
used, an Hour of Service shall be credited (without regard to the 501 Hours of
Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty to the extent such
hour has not already been counted for purposes of Entry Service.




If the elapsed time method is used, Entry Service shall be measured from his
Hire Date to his most recent Severance Date. Entry Service shall be reduced by
any Period of Severance that occurred prior to his most recent Severance Date,
unless such Period of Severance is included under the service spanning rule
below. This period of Entry Service shall be expressed as years (on the basis
that 365 days equal one year), months (on the basis that 30 days equals one
month) or days.




If the elapsed time method is used, Entry Service shall include a Period of
Severance (service spanning rule) if:




a)    the Period of Severance immediately follows a period during which an
Employee is not absent from work and ends within 12 months, or




b)    the Period of Severance immediately follows a period during which an
Employee is absent from work for any reason other than quitting, being
discharged, or retiring (such as a leave of absence or layoff) and ends
within 12 months of the date he was first absent.




If the hours method is used and the Entry Service Period shifts to the Plan
Year, an Employee will be credited with two years of Entry Service if he has the
Hours of Service required for a year of Entry Service in both his first and
second Entry Service Periods.




If the method of crediting Entry Service changes, the provisions of Section
10.13 shall apply.




ENTRY SERVICE PERIOD means the period defined in Item L(2)(b)(iii). If an
Employee has a Rehire Date, a new Entry Service Period shall begin on that date
in the same manner as if it were a Hire Date.




ERISA means the Employee Retirement Income Security Act of 1974, as amended.




5









401(k) SAFE HARBOR PLAN means a plan which satisfies the ADP Test Safe Harbor
and to which the 401(k) safe harbor provisions of Section 3.08 apply as elected
in Item O(8).




401(k) SIMPLE PLAN means a plan to which the 401(k) SIMPLE provisions of


Section 3.09 apply as elected in Item O(9).




FISCAL YEAR means our taxable year. (See Item F.)




FORFEITURE means the part, if any, of a Member's Account which is forfeited.


(See Section 3.04.)




FORFEITURE DATE means, as to a Member, the date the Member incurs five
consecutive Vesting Breaks.





HIGHLY COMPENSATED EMPLOYEE means any Employee who:





a)    was a 5-percent owner at any time during the year or the preceding year,
or




b)    for the preceding year had compensation from us in excess of $80,000 and,
if we so elect in Item K, was in the top-paid group for the preceding
year. The $80,000 amount is adjusted at the same time and in the same
manner as under Code Section 415(d), except that the base period is the
calendar quarter ending September 30, 1996.




For this purpose the applicable year of the plan for which a determination is
being made is called a determination year and the preceding 12-month period is
called a look-back year. If we have made a calendar year data election in Item
K(1)(b), the look-back year shall be the calendar year beginning with or within
the look-back year. The Plan may not use such election to determine whether
Employees are Highly Compensated Employees on account of being a 5-percent
owner.




Calendar year data elections and top-paid group elections, once made, apply for
all subsequent years unless changed by us. If we make one election, we are not
required to make the other. If both elections are made, the look-back year in
determining the top-paid group must be the calendar year beginning with or
within the look-back year. These elections must apply consistently to the
determination years of all plans maintained by us which reference the highly
compensated employee definition in Code Section 414(q), except as provided in
Internal Revenue Service Notice 97-45 (or superseding guidance). The consistency
requirement will not apply to determination years beginning with or within the
1997 calendar year, and for determination years beginning on or after January 1,
1998 and before January 1, 2000, satisfaction of the consistency requirement is
determined without regard to any nonretirement plans of ours.




The determination of who is a highly compensated former Employee is based on the
rules applicable to determining Highly Compensated Employee status as in effect
for that determination year, in accordance with section 1.414(q)-1T, A-4 of the
temporary Income Tax Regulations and Internal Revenue Service Notice 97-45.




In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the amendments to Code Section 414(q) stated above are
treated as having been in effect for years beginning in 1996.




The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group,
the compensation that is considered, and the identity of the 5-percent owners,
shall be made in accordance with Code Section 414(q) and the regulations
thereunder.




HIRE DATE means the date an Employee first performs an Hour of Service.




6









HOUR OF SERVICE means, for the elapsed time method of crediting service in this
Plan, each hour for which an Employee is paid, or entitled to payment, for
performing duties for us. Hour of Service means, for the hours method of
crediting service in this Plan, the following:




a)    Each hour for which an Employee is paid, or entitled to payment, for
performing duties for us during the applicable service period.




b)    Each hour for which an Employee is paid, or entitled to payment, by us on
account of a period of time in which no duties are performed (irrespective
of whether the employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including disability), layoff, jury duty,
military duty, or leave of absence. Notwithstanding the preceding
provisions of this subparagraph (b) no credit shall be given to the
Employee:




1)    for more than 501 Hours of Service under this subparagraph (b)on
account of any single continuous period in which the Employee
performs no duties (whether or not such period occurs in a single
service period); or




2)    for an Hour of Service for which the Employee is directly or
indirectly paid, or entitled to payment, on account of a period in
which no duties are performed if such payment is made or due under a
plan maintained solely for the purpose of complying with applicable
worker's or workmen's compensation, or unemployment compensation, or
disability insurance laws; or




3)    for an Hour of Service for a payment which solely reimburses the
Employee for medical or medically related expenses incurred by him.




For purposes of this subparagraph (b), a payment shall be deemed to be
made by or due from us regardless of whether such payment is made by or
due from us directly or indirectly through, among others, a trust fund or
insurer, to which we contribute or pay premiums and regardless of whether
contributions made or due to the trust fund, insurer, or other entity are
for the benefit of particular employees or are on behalf of a group of
employees in the aggregate.




c)    Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by us. The same Hour of Service shall not be
credited under both this subparagraph (c) and under either subparagraph


(a) or (b) above. Crediting of Hours of Service for back pay awarded or
agreed to with respect to periods described in subparagraph (b) above
shall be subject to the limitations set forth in that subparagraph.




If elected by us in Item X, Hours of Service shall be determined using an
equivalency based on periods of employment in lieu of actual Hours of Service.




The crediting of Hours of Service above shall be applied under the rules of
paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
(including any interpretations or opinions implementing such rules); which
rules, by this reference, are specifically incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for determining
hours of service for reasons other than the performance of duties such as
payments calculated (or not calculated) on the basis of units of time and the
rule against double credit. The reference to paragraph (c) applies to the
crediting of hours of service to service periods.




Hours of Service shall be credited for employment with any other employer
required to be aggregated with us under Code Section 414(b), (c), (m), or (o)
and the regulations thereunder for purposes of entry and vesting. Hours of
Service shall also be credited for any individual who is considered an employee
for purposes of this Plan pursuant to Code Section 414(n) or (o) and the
regulations thereunder.




7









Solely for purposes of determining whether a one-year break in service has
occurred for entry or vesting purposes, during a Parental Absence an Employee
shall be credited with the Hours of Service which would otherwise have been
credited to the Employee but for such absence, or in any case in which such
hours cannot be determined, eight Hours of Service per day of such absence. The
Hours of Service credited under this paragraph shall be credited in the service
period in which the absence begins if the crediting is necessary to prevent a
break in service in that period; or in all other cases, in the following service
period.




INACTIVE MEMBER means a former Active Member who has an Account. (See Section
2.02.)




INSURANCE POLICY means, for trusteed plans, the life insurance policy or
policies issued to the Trustee by the Insurer as provided in Item U(4)(a) and
Article IV. The term Insurance Policy as it is used in this Plan shall include
the plural unless the context clearly indicates the singular is meant.




INSURER means Principal Life Insurance Company and, if Item U(4)(a) is selected,
the insurance company or companies named by the Trustee in its discretion or as
directed under the Trust Agreement to issue Insurance Policies.




In addition, if this Plan is a restatement of a Prior Plan, Insurer shall also
mean any life insurance company which has issued a group annuity contract to
either the Employer or the Trustee and such contract remains in effect.




INTEGRATION LEVEL means the Integration Level defined in Item Q(3)(b).




INVESTMENT FUND means the total of Plan assets, excluding the cash value of any
Insurance Policy and the guaranteed benefit policy portion of any Annuity
Contract. All or a portion of these assets may be held under, or invested
pursuant to, the terms of a Trust Agreement if Item U(1)(a) is selected.




The Investment Fund shall be valued at current fair market value as of the
Valuation Date. The valuation shall take into consideration investment earnings
credited, expenses charged, payments made, and changes in the values of the
assets held in the Investment Fund.




The Investment Fund shall be allocated at all times to Members, except as
otherwise expressly provided in the Plan. The Account of a Member shall be
credited with its share of the gains and losses of the Investment Fund. That
part of a Member's Account invested in a funding arrangement which establishes
one or more accounts or investment vehicles for such Member thereunder shall be
credited with the gain or loss from such accounts or investment vehicles. That
part of a Member's Account which is invested in other funding arrangements shall
be credited with a proportionate share of the gain or loss of such investments.
The share shall be determined by multiplying the gain or loss of the investment
by the ratio of the part of the Member's Account invested in such funding
arrangement to the total of the Investment Fund invested in such funding
arrangement.




INVESTMENT MANAGER means any fiduciary (other than a Trustee or Named
Fiduciary):




a)    who has the power to manage, acquire, or dispose of any assets of the
Plan;




b)    who (i) is registered as an investment adviser under the Investment
Advisers Act of 1940; (ii) is not registered as an investment adviser
under such Act by reason of paragraph (1) of section 203A(a) of such Act,
is registered as an investment adviser under the laws of the state
(referred to in such paragraph (1)) in which it maintains its principal
office and place of business, and, at the time it last filed the
registration form most recently filed by it with such state in order to
maintain its registration under the laws of such state, also filed a copy
of such




8









form with the Secretary of Labor; (iii) is a bank, as defined in that Act;
or (iv) is an insurance company qualified to perform services described in
subparagraph (a) above under the laws of more than one state; and




c)    who has acknowledged in writing being a fiduciary with respect to the
Plan.





ITEM means the specified item in the Adoption Agreement we signed.





LATE RETIREMENT DATE means the first day of any month which is after a Member's
Normal Retirement Date and on which retirement benefits begin. If a Member
continues to work for us after his Normal Retirement Date, his Late Retirement
Date shall be the earliest first day of the month on or after the date he ceases
to be an Employee. An earlier Retirement Date, if so permitted in Item Z(2), or
a later Retirement Date may apply if the Member so elects. An earlier Retirement
Date may apply if the Member is 70 1/2 or older. (See Section 5.04.)




LEASED EMPLOYEE means any person (other than an employee of the recipient) who,
pursuant to an agreement between the recipient and any other person ("leasing
organization"), has performed services for the recipient (or for the recipient
and related persons determined in accordance with Code Section 414(n)(6)) on a
substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient.
Contributions or benefits provided by the leasing organization to a Leased
Employee, which are attributable to service performed for the recipient
employer, shall be treated as provided by the recipient employer.




A Leased Employee shall not be considered an employee of the recipient if:




a)    such employee is covered by a money purchase pension plan providing (i) a
nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but for years
beginning before January 1, 1998, including amounts contributed pursuant
to a salary reduction agreement which are excludible from the employee's
gross income under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b),


(ii) immediate participation, and (iii) full and immediate vesting, and




b)    Leased Employees do not constitute more than 20 percent of the recipient's
nonhighly compensated work force.




LOAN ADMINISTRATOR means the person(s) or position(s) named in Item U(3)(a)(i).




MATCHING CONTRIBUTIONS means Employer Contributions which are contingent on a
Member's Elective Deferral Contributions. (See Items O(8) and P and Sections
3.01, 3.08 and 3.09.)




MAXIMUM INTEGRATION RATE means the Maximum Integration Rate defined in Item
Q(3)(b).




MEMBER means either an Active Member or an Inactive Member.




MEMBER CONTRIBUTIONS means Voluntary Contributions and Required Contributions,
unless the context clearly indicates only one is meant.




MONTHLY DATE means each Yearly Date and the same day of each following month
during the Plan Year beginning on such Yearly Date.




NAMED FIDUCIARY means the person named in Item G.




9









NET PROFITS means our current or accumulated net earnings, determined according
to generally accepted accounting practices, before any Contributions made by us
under this Plan and before any deduction for Federal or state income tax,
dividends on our stock, and capital gains or losses. If we are a nonprofit
organization under Code Section 501(c)(3), Net Profits means excess revenues
(excess of receipts over expenditures).




NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is not a
Highly Compensated Employee.




NONVESTED ACCOUNT means the excess, if any, of a Member's Account over his
Vested Account.




NORMAL FORM means a single life annuity with installment refund.




NORMAL RETIREMENT AGE means, for a Member, the age defined in Item Z(1).




NORMAL RETIREMENT DATE means the earliest first day of the month on or after a
Member reaches Normal Retirement Age. Retirement benefits shall begin on a
Member's Normal Retirement Date if he is not an Employee, has a Vested Account,
and has not elected to have retirement benefits begin later. However, retirement
benefits shall not begin before the later of age 62 or his Normal Retirement
Age, unless the qualified election procedures of Article VI or VIA, whichever
applies, are met. If permitted in Item Z(2), a Member may choose to have
retirement benefits begin on his Normal Retirement Date, even if he is an
Employee on such date. An earlier Retirement Date may apply if the Member is 70
1/2 or older. (See Section 5.04.)




OWNER-EMPLOYEE means a Self-employed Individual who, in the case of a sole
proprietorship, owns the entire interest in the unincorporated trade or business
for which this Plan is established. If this Plan is established for a
partnership, an Owner-employee means a Self-employed Individual who owns more
than 10 percent of either the capital interest or profits interest in such
partnership.




PARENTAL ABSENCE means an Employee's absence from work:




a)    by reason of pregnancy of the Employee,




b)    by reason of birth of a child of the Employee,




c)    by reason of the placement of a child with the Employee in connection with
adoption of such child by such Employee, or




d)    for purposes of caring for such child for a period beginning immediately
following such birth or placement.




PAY means the pay defined in Item N(1).




For Plan Years beginning on and after January 1, 1994, the annual Pay of each
Member taken into account for determining all benefits provided under the Plan
for any determination period shall not exceed $150,000, as adjusted for
increases in the cost-of-living in accordance with Code Section 401(a)(17)(B).
The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.




If a determination period consists of fewer than 12 months, the annual limit is
an amount equal to the otherwise applicable annual limit multiplied by a
fraction. The numerator of the fraction is the number of months in the short
determination period and the denominator of the fraction is 12.




10









If Pay for any prior determination period is taken into account in determining a
Member's contributions or benefits for the current Plan Year, the Pay for such
prior determination period is subject to the applicable annual pay limit in
effect for that determination period. For this purpose, in determining
contributions or benefits in Plan Years beginning on or after January 1, 1994,
the annual Pay limit in effect for determination periods beginning before that
date is $150,000.




Pay means, for a Self-employed Individual, Earned Income.




Pay means, for a Leased Employee, Pay for the services the Leased Employee
performs for us, determined in the same manner as the Pay of Employees who are
not Leased Employees, regardless of whether such Pay is received directly from
us or from the leasing organization.




PAY YEAR means the consecutive 12-month period defined in Item N(3).




PERIOD OF MILITARY DUTY means, for an Employee




a)    who served as a member of the armed forces of the United States, and




b)    who was reemployed by us at a time when the Employee had a right to
reemployment in accordance with seniority rights as protected under
Chapter 43 of Title 38 of the United States Code,




the period of time from the date the Employee was first absent from work for us
because of such military duty to the date the Employee was reemployed.




PERIOD OF SERVICE means a period of time beginning on an Employee's Hire or
Rehire Date, whichever applies, and ending on his Severance Date.




PERIOD OF SEVERANCE means a period beginning on an Employee's Severance Date and
ending on the date he again performs an Hour of Service.




A one-year Period of Severance means a Period of Severance of 12 consecutive
months.




Solely for purposes of determining whether a one-year Period of Severance has
occurred for entry or vesting purposes, the consecutive 12-month period
beginning on the first anniversary of the first date of a Parental Absence shall
not be a one-year Period of Severance.




PLAN means our retirement plan set forth in the attached Adoption Agreement and
this document, including any later amendments to them. If our Adoption Agreement
indicates that a Trust Agreement has been set up, the term Plan shall include
the term Trust Agreement, unless the context clearly indicates otherwise.




PLAN ADMINISTRATOR means the person named in Item H.




PLAN FUND means the total of the Investment Fund, the guaranteed benefit policy
portion of any Annuity Contract, and the cash value of any Insurance Policy. The
Investment Fund shall be valued as stated in its definition. The guaranteed
benefit policy portion of any Annuity Contract shall be determined in accordance
with the terms of the Annuity Contract and, to the extent that such Annuity
Contract allocates contract values to Members, allocated to Members in
accordance with its terms. The cash value of any Insurance Policy shall be
stated in such policy. The total of all amounts held under the Plan Fund shall
equal the value of the aggregate of Members' Accounts under the Plan.




11









PLAN YEAR means a consecutive 12-month period beginning on a Yearly Date and
ending on the day before the next Yearly Date. If the Yearly Date changes, the
change will result in a short Plan Year. If a service period or the Pay Year is
based on the Plan Year, corresponding years before the Effective Date shall be
included.




PLAN-YEAR QUARTER means a period beginning on a Quarterly Date and ending on the
day before the next Quarterly Date.




PREDECESSOR EMPLOYER means a predecessor employer defined in Item I(1).




PRIOR EMPLOYER means a prior employer defined in Item I(2).




PRIOR PLAN means a retirement plan of ours or of a Predecessor Employer which
was qualifiable under Code Section 401(a), and of which this Plan is a
restatement, as specified in the initial Adoption Agreement. If, because of a
merger, consolidation, or transfer of assets or liabilities, this Plan is a
continuation of a plan which was qualifiable under Code Section 401(a), that
plan shall be a Prior Plan. If, with the approval of any governmental agency to
which it is subject, the assets of a terminated plan of ours which was qualified
under Code Section 401(a) are transferred to this Plan, that terminated plan
shall be deemed to be the Prior Plan.




PRIOR PLAN ASSETS means the assets accumulated under the Prior Plan which have
not been distributed and which are held under this Plan.




QUALIFIED JOINT AND SURVIVOR ANNUITY means, for a Member who has a spouse, an
immediate survivorship life annuity with installment refund, where the
Contingent Annuitant is the Member's spouse and the survivorship percentage is
50%. A former spouse will be treated as the spouse to the extent provided under
a qualified domestic relations order as described in Code Section 414(p).




The amount of the benefit payable under the Qualified Joint and Survivor Annuity
shall be the amount of benefit which may be provided by the Member's Vested
Account.




QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are 100%
vested and subject to the distribution restrictions of Code Section 401(k) when
made. (See Section 5.04.) Our Matching Contributions shall be Qualified Matching
Contributions if elected in Item O(8)(b)(i) or P(8).




QUALIFIED NONELECTIVE CONTRIBUTIONS means Employer Contributions (other than
Elective Deferral Contributions and Qualified Matching Contributions) which are
100% vested and subject to the distribution restrictions of Code Section 401(k)
when made. (See Items O(8)(b)(ii), O(8)(d), and Q(1) and Sections 3.01, 3.08,
and 5.04.)




QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a life annuity with installment
refund payable to the surviving spouse of a Member who dies before his Annuity
Starting Date. A former spouse will be treated as the surviving spouse to the
extent provided under a qualified domestic relations order as described in Code


Section 414(p).




QUALIFYING EMPLOYER SECURITIES means any security which is issued by us or any
Controlled Group member and which meets the requirements of Code Section 409(I)
and ERISA Section 407(d)(5)(a). This shall also include any securities that
satisfied the requirements of the definition when these securities were assigned
to the Plan.




QUALIFYING EMPLOYER SECURITIES FUND means that part of the assets of the Trust
Fund that are designated to be held primarily or exclusively in Qualifying
Employer Securities for the purpose of providing benefits for Members.




12









QUARTERLY DATE means each Yearly Date and the third, sixth, and ninth Monthly
Date after each Yearly Date which is within the same Plan Year.




REENTRY DATE means the date a former Active Member reenters the Plan. (See


Section 2.01.)




REHIRE DATE means the date an Employee first performs an Hour of Service
following a Period of Severance when the elapsed time method is used, or an
Entry Break when the hours method is used.




REQUIRED CONTRIBUTIONS means nondeductible employee contributions required from
an active member in order to participate in the Prior Plan.




RESTATEMENT DATE means the date our retirement plan was last restated. (See Item
A(2) of the initial Adoption Agreement.)




RETIREMENT DATE means the date a retirement benefit will begin and is a Member's
Early, Normal, or Late Retirement Date, as the case may be.




ROLLOVER CONTRIBUTIONS means the rollover contributions which are made by an
Eligible Employee or an Inactive Member. (See Section 3.03.)




SELF-DIRECTED BROKERAGE ACCOUNT means that portion of a Member's Account that is
invested at the Member's direction in the Principal Self-directed Brokerage
Account.(SM)




SELF-EMPLOYED INDIVIDUAL means, with respect to any Fiscal Year, an individual
who has Earned Income for the Fiscal Year (or who would have Earned Income but
for the fact the trade or business for which this Plan is established did not
have net profits for such Fiscal Year).




SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date after each
Yearly Date which is within the same Plan Year.




SEVERANCE DATE means the earlier of:




a)    the date on which an Employee quits, retires, dies, or is discharged, or




b)    the first anniversary of the date an Employee begins a one-year absence
from service (with or without pay). This absence may be the result of any
combination of vacation, holiday, sickness, disability, leave of absence,
or layoff.




Solely to determine whether a one-year Period of Severance has occurred for
entry or vesting purposes for an Employee who is absent from service beyond the
first anniversary of the first day of a Parental Absence, Severance Date is the
second anniversary of the first day of the Parental Absence. The period between
the first and second anniversaries of the first day of the Parental Absence is
not a Period of Service and is not a Period of Severance.




SIGNIFICANT CORPORATE EVENT means any corporate merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such similar transaction as
may be prescribed in regulations under Code Section 409(e)(3).




TAXABLE WAGE BASE means the contribution and benefit base under section 230 of
the Social Security Act.




13









TOTALLY DISABLED means that a Member is disabled, as a result of sickness or
injury, to the extent that he is prevented from engaging in any substantial
gainful activity, and is eligible for and receives a disability benefit under
Title II of the Federal Social Security Act.




If our Employees are not covered under Title II of the Federal Social Security
Act, Totally Disabled means that a Member is disabled as a result of sickness or
injury, to the extent that he is completely prevented from performing any work
or engaging in any occupation for wage or profit, and has been continuously
disabled for six months. Initial written proof that the disability exists and
has continued for at least six months must be furnished to the Plan
Administrator by the Member within one year after the date the disability
begins. The Plan Administrator, upon receipt of any notice of proof of a
Member's total disability, shall have the right and opportunity to have a
physician it designates examine the Member when and as often as it may
reasonably require, but not more than once each year after the disability has
continued uninterruptedly for at least two years beyond the date of furnishing
the first proof.




TRUST AGREEMENT means, if we select Item U(1)(a), whichever of the following
attached agreements we selected: the Discretionary Trust Agreement labeled
Attachment A, the Corporate Directed Trust Agreement labeled Attachment B, the
Corporate Custodial Trust Agreement labeled Attachment C, the Passive Trust
Agreement labeled Attachment D, or the Trustar(R) Retirement Services Directed
Trust Agreement, labeled Attachment E.




TRUST FUND means the total funds held under an applicable Trust Agreement. The
term Trust Fund when used within a Trust Agreement shall mean only the funds
held under that Trust Agreement.




TRUSTEE means, for trusteed plans, the party or parties named in the Trust
Agreement(s) chosen in Item U(1). The term Trustee as it is used in this Plan
shall include the plural unless the context clearly indicates the singular is
meant.




VALUATION DATE means the date on which the value of the assets of the Investment
Fund is determined. The value of each Account which is maintained under this
Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation
Date shall be the last day of the Plan Year. At the discretion of the Plan
Administrator, Trustee, or Insurer (whichever applies), assets of the Investment
Fund may be valued more frequently. These dates shall also be Valuation Dates.




VESTED ACCOUNT means, on any date, the vested part of a Member's Account. If all
Employer Contributions are 100% vested, the Member's Vested Account is equal to
his Account. If not all Employer Contributions are 100% vested, and the Member's
Vesting Percentage is 100%, the Vested Account equals his Account. If not all
Employer Contributions are 100% vested and the Member's Vesting Percentage is
not 100%, the Vested Account equals the sum of (a) and (b) below:




a)    The part of the Member's Account resulting from Employer Contributions
made before any prior Forfeiture Date and all other Contributions which
were 100% vested when made. The Member is fully (100%) vested in this part
of his Account.




b)    The balance of the Member's Account in excess of the amount in (a) above
multiplied by his Vesting Percentage.




If the Member has withdrawn any part of his Account resulting from our
Contributions, other than vested Employer Contributions included in (a)
above, the amount determined under this subparagraph (b) shall be equal to
P(AB + D) - D as defined below:




P     The Member's Vesting Percentage.




AB    The balance of the Member's Account in excess of the amount in (a)
above.




14









D     The amount of the withdrawal resulting from our Contributions, other
than our vested Contributions included in (a) above.




VESTING BREAK means, when the elapsed time method is used, a one-year Period of
Severance. An Employee incurs a Vesting Break on the last day of a one-year
Period of Severance.




When the hours method is used, Vesting Break is defined in Item W(2)(c). An
Employee incurs a Vesting Break on the last day of the Vesting Service Period in
which he has a Vesting Break.




VESTING PERCENTAGE means the Member's Vesting Percentage determined under Item
V. If the computation of Vesting Percentage is changed, a Member's Vesting
Percentage as of the day before the change shall not be reduced due to the
change. The provisions of Section 10.01 regarding changes in the computation of
Vesting Percentage shall apply.




VESTING SERVICE means an Employee's service determined under Item W. Vesting
Service is subject to the modifications selected under that item. Vesting
Service shall include service with a Controlled Group member while we are both
members of the Controlled Group.




If Item W(4) is selected, Vesting Service is determined under the Prior Plan
provisions. Service before the date the Prior Plan became subject to ERISA may
be disregarded if such service would have been disregarded under the Prior Plan
break in service rules as in effect on the day before such date.




If Item I(1)(a)(ii) is selected, Vesting Service shall include service with a
Predecessor Employer which did not maintain this Plan. If Item l(2)(b)(ii) is
selected, Vesting Service shall include service with a Prior Employer.




Vesting Service shall include a Period of Military Duty. If the elapsed time
method is used, the entire Period of Military Duty shall be included to the
extent it has not already been counted as Vesting Service. If the hours method
is used, an Hour of Service shall be credited (without regard to the 501 Hours
of Service limitation) for each hour the Employee would normally have been
scheduled to work for us during such Period of Military Duty, to the extent such
hour has not already been credited as Vesting Service.




If the elapsed time method is used, Vesting Service shall be measured from his
Hire Date to his most recent Severance Date. Vesting Service shall be reduced by
all or any part of a Period of Service that is not counted. Vesting Service
shall also be reduced by any Period of Severance that occurred prior to his most
recent Severance Date, unless such Period of Severance is included under the
service spanning rule below. This period of Vesting Service shall be expressed
as years and fractional parts of a year (to four decimal places) on the basis
that 365 days equal one year.




If the elapsed time method is used, Vesting Service shall include a Period of
Severance (service spanning rule) if:




a)    the Period of Severance immediately follows a period during which an
Employee is not absent from work and ends within 12 months, or




b)    the Period of Severance immediately follows a period during which an
Employee is absent from work for any reason other than quitting, being
discharged, or retiring (such as a leave of absence or layoff) and ends
within 12 months of the date he was first absent.




If the Prior Plan applied the rule of parity before the first Yearly Date in
1985, an Employee's Vesting Service, accumulated before a Vesting Break which
occurred before that date, shall be excluded according to the Prior Plan
provisions if (i) his Vesting Percentage is zero, and (ii) his




15









latest period of consecutive Vesting Breaks equals or exceeds his prior Vesting
Service (disregarding any Vesting Service that was excluded because of a
previous period of Vesting Breaks).




For a Member who is not credited with an Hour of Service on or after the first
Yearly Date in 1985, Vesting Service accrued before such date and before an age
greater than 18 (before the beginning of the Vesting Service Period in which he
attained that age, when the hours method is used) shall be excluded if the Prior
Plan excluded such service.




If the method of crediting Vesting Service changes, the provisions of Sections
10.01 and 10.13 shall apply.




VESTING SERVICE PERIOD means the period defined in Item W(2)(b).




VOLUNTARY CONTRIBUTIONS means the Contributions by a Member that are not
required as a condition of employment, of participation, or for obtaining
additional benefits from our Contributions. (See Item T(1) and Section 3.02.)




YEARLY DATE means the Yearly Date defined in Item E.




YEARS OF SERVICE means an Employee's Vesting Service defined in Item W,
disregarding any modifications which exclude service.




If Vesting Service is not defined in Item W, Years of Service shall be
determined as if Item W(1) was selected.





ARTICLE II


PARTICIPATION





SECTION 2.01 - ACTIVE MEMBER.




An Employee shall first become an Active Member (begin active participation in
the Plan) on the earliest date specified in Item M on which he is an Eligible
Employee and has met all of the entry requirements selected in Item L. This date
is the Member's Entry Date.




Each Employee who was an active member under the Prior Plan on the day before
the Restatement Date shall continue to be an Active Member under this Plan on
the Restatement Date if he is still an Eligible Employee and his Entry Date
shall not change.




If service with a Predecessor Employer or a Prior Employer is counted for
purposes of Entry Service in Item I, an Employee shall be credited with such
service on the date he becomes an Employee and shall become an Active Member on
the earliest date specified in Item M on which he is an Eligible Employee and
has met all of the entry requirements selected in Item L. This date is the
Member's Entry Date.




If a person has been an Eligible Employee who has met all of the entry
requirements selected in Item L but is not an Eligible Employee on the date
which would have been his Entry Date, he shall become an Active Member on the
date he again becomes an Eligible Employee. This date is the Member's Entry
Date.




In the event an Employee who is not an Eligible Employee becomes an Eligible
Employee, such Eligible Employee shall become an Active Member immediately if
such Eligible Employee has satisfied the entry requirements in Item L and would
have otherwise previously become an Active Member had he met the definition of
Eligible Employee. This date is the Member's Entry Date.




16









An Inactive Member shall again become an Active Member (resume active
participation in the Plan) on the date he again performs an Hour of Service as
an Eligible Employee. This date is his Reentry Date. Upon again becoming an
Active Member, he shall cease to be an Inactive Member.




A former Member shall again become an Active Member (resume active participation
in the Plan) on the date he again performs an Hour of Service as an Eligible
Employee. This date is his Reentry Date.




There shall be no duplication of benefits for a Member under this Plan because
of more than one period as an Active Member.




SECTION 2.02 - INACTIVE MEMBER.




An Active Member shall become an Inactive Member (stop accruing benefits under
the Plan) on the earlier of the following:




a)    the date the Member ceases to be an Eligible Employee, or




b)    the effective date of complete termination of the Plan under Article VIII.




An Employee or former Employee who was an inactive member under the Prior Plan
on the day before the Restatement Date shall continue to be an Inactive Member
under this Plan on the Restatement Date. Eligibility for any benefits payable to
the Member or on his behalf and the amount of the benefits shall be determined
according to the provisions of the Prior Plan, unless otherwise stated in this
Plan.




SECTION 2.03 - CESSATION OF PARTICIPATION.




A Member shall cease to be a Member on the date he is no longer an Eligible
Employee and his Account is zero.




SECTION 2.04 - ADOPTING EMPLOYERS - SEPARATE PLANS.




Each Adopting Employer identified as a separate plan in Item AB of the Adoption
Agreement - Nonstandard maintains this Plan as a separate and distinct plan for
the exclusive benefit of its Employees. An Adopting Employer's adoption of the
Plan shall be in writing. If the Adopting Employer did not maintain a Prior
Plan, the date of adoption specified in Item AB is the Effective Date of its
Plan. This date is the first Yearly Date for the Adopting Employer's Plan and
shall be the Entry Date for any of its Employees who have met the requirements
in Section 2.01 as of that date. If the Adopting Employer did maintain a Prior
Plan, the date of adoption is the Restatement Date of its Plan.




An Adopting Employer shall be deemed to be the Employer but only with respect to
its Plan and for those Employees who are on its payroll. In interpreting the
Adoption Agreement and this document as to an Adopting Employer, the terms
Employer, we, us, and ours shall be deemed to refer to the Adopting Employer and
the Adopting Employer's fiscal year is deemed to be the Fiscal Year. The primary
Employer in Item B is deemed to be an Adopting Employer for purposes of the
following two paragraphs.




The Contributions made by an Adopting Employer, and Forfeitures arising from
such Contributions, shall not be used to fund the benefits for Employees of any
other Adopting Employer. Service with an Adopting Employer shall be included as
service with all other Adopting Employers and transfer of employment, without
interruption, between Adopting Employers shall not be an interruption of
service. If an Active Member ceases to be an Eligible Employee of an Adopting
Employer and immediately becomes an Eligible Employee of another Adopting
Employer, for purposes of




17









Employer Contributions only, he shall be an Active Member under the first
Adopting Employer's Plan until the earlier of the end of the Plan Year or the
date on which he is no longer an Eligible Employee under any Adopting Employer's
Plan. In determining his eligibility for, or the amount or allocation of, any
Employer Contributions under each Plan, his service from all Adopting Employers
shall be taken into account, but only his Pay from the Adopting Employer
maintaining such Plan shall be taken into account. If Employer Contributions are
made under a service formula, there shall be no duplication of benefits on
account of active participation in more than one Plan and the Contribution for
any period shall be prorated based on service with each Adopting Employer which
maintained such Plans.




If an Integration Level is used to determine the amount or allocation of an
Employer Contribution and a Member receives Pay from more than one Adopting
Employer, the Integration Level used to determine the amount or allocation of an
Adopting Employer's Contribution is equal to the Integration Level multiplied by
the ratio of (i) the Member's Pay from the Adopting Employer used to determine
the amount or allocation of such Contribution to (ii) such Pay from all Adopting
Employers.




Any amendment to the Plan by the primary Employer in Item B shall be deemed to
be an amendment to each Adopting Employer's Plan. An Adopting Employer may not
amend the Plan other than to restate its Plan in the form of a separate document
and, in that event, it shall cease to be an Adopting Employer. An employer shall
not be an Adopting Employer if it ceases to be a Controlled Group member. Such
an employer may continue its Plan by restating it in the form of a separate
document. This Plan shall be amended to delete a former Adopting Employer from
Item AB.




If the Plan of the Adopting Employer terminates, the provisions of Article VIII
shall apply to its Plan.




SECTION 2.05 - ADOPTING EMPLOYERS - SINGLE PLAN.




If the Adoption Agreement-Standard is used, each Adopting Employer listed in
Item AB(1) shall be an Adopting Employer which participates with us in this
Plan. If the Adoption Agreement-Standard is used and the transition period
described in Code Section 410(b)(6)(C)(ii) has ended with respect to us, each
Controlled Group member for which such transition period has ended, whether or
not listed in Item AB(1), shall also be an Adopting Employer which participates
with us in this Plan. An Adopting Employer's agreement to participate in this
Plan shall be in writing. If the Adopting Employer does not agree to participate
in writing, we shall, by our signature on the Adoption Agreement, agree in
writing for the Adopting Employer.




Each Adopting Employer identified as a single plan in Item AB of the Adoption
Agreement-Nonstandard participates with us in this Plan. An Adopting Employer's
agreement to participate in this Plan shall be in writing.




We have the right to amend the Plan. An Adopting Employer does not have the
right to amend the Plan.




If the Adopting Employer did not maintain a Prior Plan, the date of
participation specified in Item AB (the day following the end of its transition
period described in Code Section 410(b)(6)(C)(ii) for an Adopting Employer not
listed in Item AB) shall be the Entry Date for any of its Employees who have met
the requirements in Section 2.01 as of that date. Service with and Pay from an
Adopting Employer shall be included as service with and Pay from us. Transfer of
employment, without interruption, between an Adopting Employer and another
Adopting Employer or us shall not be considered an interruption of service. Our
Fiscal Year in Item F shall be the Fiscal Year used in interpreting this Plan
for Adopting Employers.




18









Contributions made by an Adopting Employer shall be treated as Contributions
made by us. Forfeitures arising from those Contributions shall be used for the
benefit of all Members.




An employer shall not be an Adopting Employer if it ceases to be a Controlled
Group member. Such an employer may continue a retirement plan for its Employees
in the form of a separate document. This Plan shall be amended to delete a
former Adopting Employer from Item AB.




If (i) an employer ceases to be an Adopting Employer or the Plan is amended to
delete an Adopting Employer and (ii) the Adopting Employer does not continue a
retirement plan for the benefit of its Employees, partial termination may result
and the provisions of Article VIII shall apply.





ARTICLE III


CONTRIBUTIONS





SECTION 3.01 - EMPLOYER CONTRIBUTIONS.




Our Contributions are conditioned on initial qualification of the Plan. If the
Plan is denied initial qualification, the provisions of Section 10.15 shall
apply.




The amount of our Contributions is specified in the Adoption Agreement.




Our Contributions are made without regard to our current or accumulated Net
Profits, unless otherwise specified in Item R(1)(a). Elective Deferral
Contributions shall in all events be made without regard to our current or
accumulated Net Profits. Notwithstanding the foregoing, the Plan shall continue
to be designed to qualify as a profit sharing plan for purposes of Code Sections


401(a), 402, 412, and 417.




No Member shall be permitted to have Elective Deferral Contributions, as defined
in Section 3.07, made under this Plan, or any other qualified plan maintained by
us, during any taxable year in excess of the dollar limitation contained in Code


Section 402(g) in effect at the beginning of such taxable year.




If Item O(7) is selected, the Plan provides for an automatic election to have
Elective Deferral Contributions made. Such automatic election shall apply when a
Member first becomes eligible to make Elective Deferral Contributions (or again
becomes eligible after a period during which he was not an Active Member). If
Item O(7)(b)(i) is selected, the automatic election shall also apply to certain
Active Members as provided in Item O(7)(b)(i). The Member shall be provided a
notice that explains the automatic election and his right to elect a different
rate of Elective Deferral Contributions or no Elective Deferral Contributions.
The notice shall include the procedure for exercising that right and the timing
for implementing any such election. The Member shall be given a reasonable
period thereafter to elect a different rate of Elective Deferral Contributions
or no Elective Deferral Contributions.




If Item O(7) is selected, at least 30 days, but not more than 90 days, before
the beginning of each Plan Year, each Active Member shall be provided a notice
which states his current rate of Elective Deferral Contributions, explains the
automatic election and his right to elect a different rate of Elective Deferral
Contributions or no Elective Deferral Contributions. The notice shall include
the procedure for exercising that right and the timing for implementing any such
election.




An elective deferral agreement (or change thereto) must be made in such manner
and in accordance with such rules as we may prescribe (including by means of
voice response or other electronic system under circumstances we permit) and may
not be made retroactively.




19









If our Contributions are made from Net Profits in excess of Elective Deferral
Contributions (Item R(1)(a)), and such excess is not sufficient to provide our
Matching Contributions, Qualified Nonelective Contributions under Item Q(1)(a)
and Additional Contributions, if any, such Contributions shall be
proportionately reduced.




Our Contributions are allocated according to the provisions of Section 3.05.




We may make all or any portion of our Matching Contributions, Qualified
Nonelective Contributions, Additional Contributions, or Discretionary
Contributions, which are to be invested in Qualifying Employer Securities as
specified in Item U(5)(a)(i) of the Adoption Agreement-Nonstandard, to the
Trustee in the form of Qualifying Employer Securities.




If Item R(4) is selected, we may make all or a part of our annual Contributions
before the end of the Plan Year. If Item R(4)(a) is selected, such Contributions
shall be allocated when made in a manner which approximates the allocation which
would otherwise have been made as of the last day of the Plan Year. Succeeding
allocations shall take into account amounts previously allocated for the Plan
Year. The percentage of our Contributions allocated to the Member for the Plan
Year shall be the same percentage which would have been allocated to him if the
entire allocation had been made as of the last day of the Plan Year. Excess
allocations shall be forfeited and reallocated as necessary to provide the
percentage applicable to each Member. If Item R(4)(b) is selected, such
Contributions shall be held unallocated until the last day of the Plan Year.
Then, as of the last day of the Plan Year, the advance Contributions shall be
allocated according to the provisions of Section 3.05.




A portion of the Plan assets resulting from our Contributions (but not more than
the original amount of those Contributions) may be returned if our Contributions
are made because of a mistake of fact or are more than the amount deductible
under Code Section 404 (excluding any amount which is not deductible because the
Plan is disqualified). The amount involved must be returned to us within one
year after the date our Contributions are made by mistake of fact or the date
the deduction is disallowed, whichever applies. Except as provided under this
paragraph and Articles VIII and X, the assets of the Plan shall never be used
for our benefit and are held for the exclusive purpose of providing benefits to
Members and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.




Prior Plan Assets which result from contributions made by us shall be treated in
the same manner as Employer Contributions made under this Plan. If the Prior
Plan Assets are transferred from a terminated plan, they shall be treated in the
same manner as Employer Contributions made under this Plan before a Forfeiture
Date.




SECTION 3.02 - VOLUNTARY CONTRIBUTIONS BY MEMBERS.




If permitted under Item T, an Active Member may make Voluntary Contributions in
accordance with nondiscriminatory procedures set up by the Plan Administrator
and subject to such limits as we have prescribed in Item T(1). Such
Contributions shall be credited to the Member's Account when made.




The Plan will not accept deductible Voluntary Contributions which are made for a
taxable year beginning after December 31, 1986. Such Contributions made prior to
that date shall be maintained in a separate account which will be nonforfeitable
at all times.




A Member's participation in the Plan is not affected by stopping or changing
Voluntary Contributions. An Active Member's request to start, change, or stop
Voluntary Contributions must be made in such manner and in accordance with such
rules as we may prescribe (including by means of voice response or other
electronic system under circumstances we permit).




20









The part of the Member's Account resulting from Voluntary Contributions is fully
(100%) vested and nonforfeitable at all times.




Prior Plan Assets which result from voluntary contributions made by the Member
shall be treated in the same manner as Voluntary Contributions made under this
Plan. These Prior Plan Assets may include deductible voluntary contributions
which were made according to the provisions of the Prior Plan.




SECTION 3.03 - ROLLOVER CONTRIBUTIONS.




If permitted under Item T, a Rollover Contribution may be made by an Eligible
Employee or an Inactive Member if the following conditions are met:




a)    The Contribution is of amounts distributed from a plan that satisfies the
requirements of Code Section 401(a) or from a "conduit" individual
retirement account described in Code Section 408(d)(3)(A). In the case of
an Inactive Member, the Contribution must be of an amount distributed from
another plan of ours, or a plan of a Controlled Group member, that
satisfies the requirements of Code Section 401(a).




b)    The Contribution is of amounts that the Code permits to be transferred to
a plan that meets the requirements of Code Section 401(a).




c)    The Contribution is made in the form of a direct rollover under Code


Section 401(a)(31) or is a rollover made under Code Section 402(c) or
408(d)(3)(A) within 60 days after the Eligible Employee or Inactive Member
receives the distribution.




d)    The Eligible Employee or Inactive Member furnishes evidence satisfactory
to the Plan Administrator that the proposed rollover meets conditions (a),


(b), and (c) above.




A Rollover Contribution shall be allowed in cash only and must be made according
to procedures set up by the Plan Administrator.




If the Eligible Employee is not an Active Member when the Rollover Contribution
is made, he shall be deemed to be an Active Member only for the purpose of
investment and distribution of the Rollover Contribution. Our Contributions
shall not be made for or allocated to the Eligible Employee and he may not make
Voluntary Contributions until the time he meets all of the requirements to
become an Active Member.




Rollover Contributions made by an Eligible Employee or an Inactive Member shall
be credited to his Account. The part of the Member's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate accounting record shall be maintained for that part of his Rollover
Contributions consisting of voluntary contributions which were deducted from the
Member's gross income for Federal income tax purposes.




Prior Plan Assets which result from the Member's rollover contributions shall be
treated in the same manner as Rollover Contributions made under this Plan.




SECTION 3.04 - FORFEITURES.




The Nonvested Account of a Member shall be forfeited as of the earlier of the
following:




a)    the date the Member dies (if prior to such date he had ceased to be an
Employee), or




b)    the Member's Forfeiture Date.




21









All or a portion of a Member's Nonvested Account shall be forfeited before such
earlier date if, after he ceases to be an Employee, he receives, or is deemed to
receive, a distribution of his entire Vested Account or a distribution of his
Vested Account derived from our Contributions which were not 100% vested when
made, under Section 5.01, 5.03, or 10.11. The forfeiture shall occur as of the
date the Member receives, or is deemed to receive, the distribution. If a Member
receives, or is deemed to receive, his entire Vested Account, his entire
Nonvested Account shall be forfeited. If a Member receives a distribution of his
Vested Account from our Contributions which were not 100% vested when made, but
less than his entire Vested Account from such Contributions, the amount to be
forfeited shall be determined by multiplying his Nonvested Account from such
Contributions by a fraction. The numerator of the fraction is the amount of the
distribution derived from our Contributions which were not 100% vested when made
and the denominator of the fraction is his entire Vested Account derived from
such Contributions on the date of the distribution.




A Forfeiture shall also occur as provided in Section 3.07.




Forfeitures shall be determined at least once during each Plan Year. Forfeitures
may first be used to pay administrative expenses. Forfeitures of Matching
Contributions which relate to excess amounts as provided in Section 3.07, which
have not been used to pay administrative expenses, shall be applied to reduce
the earliest Employer Contributions made after the Forfeitures are determined.
Any other Forfeitures which have not been used to pay administrative expenses
shall be allocated as of the last day of the Plan Year in which such Forfeitures
are determined or shall be applied to reduce the earliest Employer Contributions
made after the Forfeitures are determined as provided in Item Q(4). Upon their
allocation to Accounts, or application to reduce Employer Contributions,
Forfeitures shall be deemed to be Employer Contributions.




If a Member again becomes an Eligible Employee after receiving a distribution
which caused all or a portion of his Nonvested Account to be forfeited, he shall
have the right to repay to the Plan the entire amount of the distribution he
received (excluding any amount of such distribution resulting from Contributions
which were 100% vested when made). The repayment must be made in a single sum
(repayment in installments is not permitted) before the earlier of the date five
years after the date he again becomes an Eligible Employee or the end of the
first period of five consecutive Vesting Breaks which begin after the date of
the distribution.




If the Member makes the repayment provided above, the Plan Administrator shall
restore to his Account an amount equal to his Nonvested Account which was
forfeited on the date of distribution, unadjusted for any investment gains or
losses. If no amount is to be repaid because the Member was deemed to have
received a distribution or only received a distribution of Contributions which
were 100% vested when made, and he again performs an Hour of Service as an
Eligible Employee within the repayment period, the Plan Administrator shall
restore the Member's Account as if he had made a required repayment on the date
he performed such Hour of Service. Restoration of the Member's Account shall
include restoration of all Code Section 411(d)(6) protected benefits with
respect to the restored Account, according to applicable Treasury regulations.
Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution
and on or before the date of repayment and (ii) that Forfeiture Date would
result in a complete forfeiture of the amount the Plan Administrator would
otherwise restore.




The Plan Administrator shall restore the Member's Account by the close of the
Plan Year following the Plan Year in which repayment is made. The permissible
sources for restoration of the Member's Account are Forfeitures or special
Employer Contributions. Such special Employer Contributions shall be made
without regard to profits. The repaid and restored amounts are not included in
the Member's Annual Additions, as defined in Section 3.06.




22









SECTION 3.05 - ALLOCATION.




Elective Deferral Contributions in Item O shall be allocated to the Members for
whom such Contributions are made under Item O. Such Contributions shall be
allocated when made and credited to the Member's Account.




Matching Contributions in Item P shall be allocated to the persons for whom such
Contributions are made under Item P. Such Contributions calculated based on
Elective Deferral Contributions and Pay for the pay period shall be allocated
when made and credited to the person's Account. Such Contributions calculated
based on Elective Deferral Contributions and Pay for the Plan Year shall be
allocated as of the last day of the Plan Year and credited to the person's
Account.




Qualified Nonelective Contributions in Item Q(1)(a) and Additional Contributions
in Item Q(2) shall be allocated to the persons for whom such Contributions are
made under Item Q. Such Contributions based on Pay or a dollar amount for the
pay period, or a dollar amount for Hours of Service during the pay period, shall
be allocated when made and credited to the person's Account. Such Contributions
based on Pay or a dollar amount for the Plan Year shall be allocated as of the
last day of the Plan Year and credited to the person's Account.




Qualified Nonelective Contributions in Item Q(1)(b), (c) or (e), and
Discretionary Contributions in Item Q(3) (and Forfeitures if allocated with
Discretionary Contributions under Item Q(4)) shall be allocated as of the last
day of the Plan Year to each person eligible to share in the allocation under
Item Q. The amount allocated to such person shall be determined under the
allocation formula selected in Item Q. This amount shall be credited to the
person's Account.




If Item Q(4)(b)(i) is selected, Forfeitures shall be allocated as of the last
day of the Plan Year to each person eligible to share in the allocation under
Item Q. The amount allocated to such a person shall be determined under the
allocation formula specified in Item Q. This amount shall be credited to the
person's Account.




If Leased Employees are Eligible Employees, in determining the amount of our
Contributions allocated to a person who is a Leased Employee, contributions
provided by the leasing organization which are attributable to services such
Leased Employee performs for us shall be treated as provided by us. Those
contributions shall not be duplicated under this Plan.




SECTION 3.06 - CONTRIBUTION LIMITATION.




a)    Definitions. For the purpose of determining the contribution limitation
set forth in this section, the following terms are defined:




ANNUAL ADDITIONS means the sum of the following amounts credited to a
Member's account for the Limitation Year:




1)    employer contributions;




2)    employee contributions; and




3)    forfeitures.




Annual Additions to a defined contribution plan shall also include the
following:




4)    amounts allocated, after March 31, 1984, to an individual medical
account, as defined in Code Section 415(l)(2), which are part of a
pension or annuity plan maintained by the Employer,




23









5)    amounts derived from contributions paid or accrued after December
31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits, allocated to the
separate account of a key employee, as defined in Code Section
419A(d)(3), under a welfare benefit fund, as defined in Code Section


419(e), maintained by the Employer; and




6)    allocations under a simplified employee pension.




For this purpose, any Excess Amount applied under (e) and (k) below in the
Limitation Year to reduce Employer Contributions shall be considered
Annual Additions for such Limitation Year.




COMPENSATION means one of the following as specified in Item S(2):




1)    Information Required to be Reported Under Code Sections 6041, 6051,
and 6052 ("Wages, Tips and Other Compensation" box on Form W-2).
Compensation is defined as wages within the meaning of Code Section
3401(a) and all other payments of compensation to an Employee by the
Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written
statement under Code Sections 6041(d), 6051(a)(3), and 6052.
Compensation must be determined without regard to any rules under
Code Section 3401(a) that limit the remuneration included in wages
based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Code


Section 3401(a)(2)).




2)    Code Section 3401(a) Wages. Compensation is defined as wages within
the meaning of Code Section 3401(a) for the purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Code Section 3401(a)(2)).




3)    415 Safe-Harbor Compensation. Compensation is defined as wages,
salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in
cash) for personal services actually rendered in the course of
employment with the Employer maintaining the plan to the extent that
the amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described
in section 1.62-2(c) of the regulations)), and excluding the
following:




i)    employer contributions to a plan of deferred compensation
which are not included in the Employee's gross income for the
taxable year in which contributed, or employer contributions
under a simplified employee pension plan, or any distributions
from a plan of deferred compensation;




ii)   amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by an
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;




iii)  amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and




iv)   other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a
salary reduction agreement) towards the purchase of an annuity
contract described in Code Section 403(b) (whether or not the
contributions are actually excludible from the gross income of
the Employee).




24










For any Self-employed Individual, Compensation shall mean Earned Income.





For purposes of applying the limitations of this section, Compensation for
a Limitation Year is the Compensation actually paid or made available in
gross income during such Limitation Year.




For Limitation Years beginning after December 31, 1997, for purposes of
applying the limitations of this section, Compensation paid or made
available during such Limitation Year shall include any elective deferral
(as defined in Code Section 402(g)(3)), and any amount which is
contributed or deferred by the Employer at the election of the Employee
and which is not includible in the gross income of the Employee by reason
of Code Section 125, 132(f)(4), or 457.




DEFINED BENEFIT PLAN FRACTION means a fraction, the numerator of which is
the sum of the Member's Projected Annual Benefits under all the defined
benefit plans (whether or not terminated) maintained by the Employer, and
the denominator of which is the lesser of (i) 125 percent of the dollar
limitation determined for the Limitation Year under Code Sections
415(b)(1)(A) and (d)or(ii) 140 percent of the Highest Average
Compensation, including any adjustments under Code Section 415(b)(5).




Notwithstanding the above, if the Member was a member as of the first day
of the first Limitation Year beginning after December 31, 1986, in one or
more defined benefit plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction will not be
less than 125 percent of the sum of the annual benefits under such plans
which the Member had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any changes in the terms
and conditions of the plan after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the
aggregate satisfied the requirements of Code Section 415 for all
Limitation Years beginning before January 1, 1987.




DEFINED CONTRIBUTION DOLLAR LIMITATION means, for Limitation Years
beginning after December 31, 1994, $30,000, as adjusted under Code Section
415(d).




DEFINED CONTRIBUTION PLAN FRACTION means a fraction, the numerator of
which is the sum of the Annual Additions to the Member's account under all
the defined contribution plans (whether or not terminated) maintained by
the Employer for the current and all prior Limitation Years (including the
Annual Additions attributable to the Member's nondeductible employee
contributions to all defined benefit plans, whether or not terminated,
maintained by the Employer, and the Annual Additions attributable to all
welfare benefit funds, individual medical accounts, and simplified
employee pensions, maintained by the Employer), and the denominator of
which is the sum of the maximum aggregate amounts for the current and all
prior Limitation Years of service with the Employer (regardless of whether
a defined contribution plan was maintained by the Employer). The maximum
aggregate amount in any Limitation Year is the lesser of (i) 125 percent
of the dollar limitation under Code Section 415(c)(1)(A) after adjustment
under Code Section 415(d) or (ii) 35 percent of the Member's Compensation
for such year.




If the Employee was a member as of the end of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the Defined Benefit Plan Fraction would otherwise exceed
1.0 under the terms of this Plan. Under the adjustment, an amount equal to
the product of (i) the excess of the sum of the fractions over 1.0 times


(ii) the denominator of this fraction, will be permanently subtracted from
the numerator of this fraction. The adjustment is calculated




25









using the fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the plan made after May 5, 1986,
but using the Code Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.




The Annual Addition for any Limitation Year beginning before January
1, 1987, shall not be recomputed to treat all employee contributions as
Annual Additions.




EMPLOYER means the employer that adopts this Plan, and all members of a
controlled group of corporations (as defined in Code Section 414(b) as
modified by Code Section 415(h)), all commonly controlled trades or
businesses (as defined in Code Section 414(c) as modified by Code Section


415(h)) or affiliated service groups (as defined in Code Section 414(m))
of which the adopting employer is a part, and any other entity required to
be aggregated with the employer pursuant to regulations under Code Section
414(o).




EXCESS AMOUNT means the excess of the Member's Annual Additions for the
Limitation Year over the Maximum Permissible Amount.




HIGHEST AVERAGE COMPENSATION means the average Compensation for the three
consecutive Limitation Years while he was an Employee (actual consecutive
Limitation Years while he was an Employee, if employed less than three
years) that produces the highest average.




LIMITATION YEAR means a calendar year or the consecutive 12-month period
elected by the Employer in Item S(1). If the Limitation Year ends on the
last day of the Fiscal Year and the Fiscal Year is a 52-53 week period,
then the Limitation Year shall be such period. All qualified plans
maintained by the Employer must use the same Limitation Year. If the
Limitation Year is amended to a different consecutive 12-month period, the
new Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.




MASTER OR PROTOTYPE PLAN means a plan, the form of which is the subject of
a favorable opinion letter from the Internal Revenue Service.




MAXIMUM PERMISSIBLE AMOUNT means the maximum Annual Addition that may be
contributed or allocated to a Member's Account under the Plan for any
Limitation Year. This amount shall not exceed the lesser of:




1)    The Defined Contribution Dollar Limitation, or




2)    25 percent of the Member's Compensation for the Limitation Year.




The compensation limitation referred to in (2) shall not apply to any
contribution for medical benefits (within the meaning of Code Section 401


(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition under
Code Section 415(l)(1) or 419A(d)(2).




If a short Limitation Year is created because of an amendment changing the
Limitation Year to a different consecutive 12-month period, the Maximum
Permissible Amount will not exceed the Defined Contribution Dollar
Limitation multiplied by the following fraction:




Number of months in the short Limitation Year







12






26









PROJECTED ANNUAL BENEFIT means the annual retirement benefit (adjusted to
an actuarially equivalent straight life annuity if such benefit is
expressed in a form other than a straight life annuity or qualified joint
and survivor annuity) to which the Member would be entitled under the
terms of the plan assuming:




1)    the Member will continue employment until normal retirement age
under the plan (or current age, if later), and




2)    the Member's Compensation for the current Limitation Year and all
other relevant factors used to determine benefits under the Plan
will remain constant for all future Limitation Years.




b)    If the Member does not participate in, and has never participated in,
another qualified plan maintained by the Employer or a welfare benefit
fund, as defined in Code Section 419(e), maintained by the Employer, or an
individual medical account, as defined in Code Section 415(l)(2),
maintained by the Employer, or a simplified employee pension, as defined
in Code Section 408(k), maintained by the Employer, which provides an
Annual Addition, the amount of Annual Additions which may be credited to
the Member's Account for any Limitation Year shall not exceed the lesser
of the Maximum Permissible Amount or any other limitation contained in
this Plan. If the Employer Contribution that would otherwise be
contributed or allocated to the Member's Account would cause the Annual
Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the amount contributed or allocated shall be reduced so that the
Annual Additions for the Limitation Year will equal the Maximum
Permissible Amount.




c)    Prior to determining the Member's actual Compensation for the Limitation
Year, the Employer may determine the Maximum Permissible Amount for a
Member on the basis of a reasonable estimation of the Member's
Compensation for the Limitation Year, uniformly determined for all Members
similarly situated.




d)    As soon as is administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Member's actual Compensation for the
Limitation Year.




e)    If as a result of the allocation of Forfeitures, a reasonable error in
estimating a Member's Compensation for the Limitation Year, a reasonable
error in determining the amount of elective deferrals (within the meaning
of Code Section 402(g)(3)) that may be made with respect to any individual
under the limits of Code Section 415, or under other facts and
circumstances allowed by the Internal Revenue Service, there is an Excess
Amount, the excess will be disposed of as follows:




1)    Any nondeductible Voluntary Contributions (plus attributable
earnings), to the extent they would reduce the Excess Amount, will
be returned (distributed, in the case of earnings) to the Member.




2)    If after the application of (1) above an Excess Amount still exists,
any Elective Deferral Contributions that are not the basis for
Matching Contributions (plus attributable earnings), to the extent
they would reduce the Excess Amount, will be distributed to the
Member.




3)    If after the application of (2) above an Excess Amount still exists,
any Elective Deferral Contributions that are the basis for Matching
Contributions (plus attributable earnings), to the extent they would
reduce the Excess Amount, will be distributed to the Member.
Concurrently with the distribution of such Elective Deferral
Contributions, any Matching Contributions which relate to any
Elective Deferral Contributions distributed in the preceding
sentence, to the extent such application would reduce the Excess
Amount, will be applied as provided in (4) or (5) below.




27









4)    If after the application of (3) above an Excess Amount still exists,
and the Member is covered by the Plan at the end of the Limitation
Year, the Excess Amount in the Member's Account will be used to
reduce Employer Contributions (including any allocation of
Forfeitures) for such Member in the next Limitation Year, and each
succeeding Limitation Year if necessary.




5)    If after the application of (3) above an Excess Amount still exists,
and the Member is not covered by the Plan at the end of the
Limitation Year, the Excess Amount will be held unallocated in a
suspense account. The suspense account will be applied to reduce
future Employer Contributions for all remaining Members in the next
Limitation Year, and each succeeding Limitation Year if necessary.




6)    If a suspense account is in existence at any time during a
Limitation Year pursuant to this (e), it will participate in the
allocation of investment gains or losses. If a suspense account is
in existence at any time during a particular Limitation Year, all
amounts in the suspense account must be allocated and reallocated to
Member's Accounts before any Employer Contributions or any Voluntary
Contributions may be made to the Plan for that Limitation Year.
Excess amounts held in a suspense account may not be distributed to
Members or former Members.




f)    This (f) applies if, in addition to this Plan, the Member is covered under
another qualified defined contribution Master or Prototype Plan maintained
by the Employer, a welfare benefit fund maintained by the Employer, an
individual medical account maintained by the Employer, or a simplified
employee pension maintained by the Employer which provides an Annual
Addition during any Limitation Year. The Annual Additions which may be
credited to a Member's Account under this Plan for any such Limitation
Year will not exceed the Maximum Permissible Amount, reduced by the Annual
Additions credited to a Member's account under the other qualified defined
contribution Master or Prototype Plans, welfare benefit funds, individual
medical accounts, and simplified employee pensions for the same Limitation
Year. If the Annual Additions with respect to the Member under other
qualified defined contribution Master or Prototype Plans, welfare benefit
funds, individual medical accounts, and simplified employee pensions
maintained by the Employer are less than the Maximum Permissible Amount,
and the Employer Contribution that would otherwise be contributed or
allocated to the Member's Account under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the amount
contributed or allocated will be reduced so that the Annual Additions
under all such plans and funds for the Limitation Year will equal the
Maximum Permissible Amount. If the Annual Additions with respect to the
Member under such other qualified defined contribution Master or Prototype
Plans, welfare benefit funds, individual medical accounts, and simplified
employee pensions in the aggregate are equal to or greater than the
Maximum Permissible Amount, no amount will be contributed or allocated to
the Member's Account under this Plan for the Limitation Year.




g)    Prior to determining the Member's actual Compensation for the Limitation
Year, the Employer may determine the Maximum Permissible Amount for a
Member in the manner described in (c) above.




h)    As soon as is administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for the Limitation Year will be
determined on the basis of the Member's actual Compensation for the
Limitation Year.




i)    If pursuant to (h) above or as a result of the allocation of forfeitures
or as a result of a reasonable error in determining the amount of elective
deferrals (within the meaning of Code Section 402(g)(3)) that may be made
with respect to any individual under the limits of Code Section 415, a
Member's Annual Additions under this Plan and such other plans would
result




28









in an Excess Amount for a Limitation Year, the Excess Amount will be
deemed to consist of the Annual Additions last allocated, except that
Annual Additions attributable to a simplified employee pension will be
deemed to have been allocated first, followed by Annual Additions to a
welfare benefit fund or individual medical account, regardless of the
actual allocation date.




j)    If an Excess Amount was allocated to a Member on an allocation date of
this Plan which coincides with an allocation date of another plan, the
Excess Amount attributed to this Plan will be the product of:




1)    the total Excess Amount allocated as of such date, times




2)    the ratio of (i) the Annual Additions allocated to the Member for
the Limitation Year as of such date under this Plan to (ii) the
total Annual Additions allocated to the Member for the Limitation
Year as of such date under this and all the other qualified defined
contribution Master or Prototype Plans.




k)    Any Excess Amount attributed to this Plan will be disposed in the manner
described in (e) above.




l)    If the Member is covered under another qualified defined contribution plan
maintained by the Employer which is not a Master or Prototype Plan, Annual
Additions which may be credited to the Member's Account under this Plan
for any Limitation Year will be limited in accordance with (f) through (k)
above as though the other plan were a Master or Prototype Plan, unless the
Employer provides other limitations in Item S(3)(a).




m)    If the Employer maintains, or at any time maintained, a qualified defined
benefit plan covering any Member in this Plan, the sum of the Member's
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction will
not exceed 1.0 in any Limitation Year. The Annual Additions credited to
the Member's Account under this Plan for any Limitation Year will be
limited in accordance with Item S(4). This subparagraph shall cease to
apply effective as of the first Limitation Year beginning on or after
January 1, 2000.




SECTION 3.07 - EXCESS AMOUNTS.




a)    Definitions. For purposes of this section, the following terms are
defined:




ACP means the average (expressed as a percentage) of the Contribution
Percentages of the Eligible Members in a group.




ADP means the average (expressed as a percentage) of the Deferral
Percentages of the Eligible Members in a group.




AGGREGATE LIMIT means the greater of:




1)    The sum of:




i)    125 percent of the greater of the ADP of the Nonhighly
Compensated Employees for the prior Plan Year or the ACP of
the Nonhighly Compensated Employees under the plan subject to
Code Section 401 (m) for the Plan Year beginning with or
within the prior Plan Year of the cash or deferred
arrangement, and




ii)   the lesser of 200 percent or 2 percent plus the lesser of such
ADP or ACP.




2)    The sum of:




29









i)    125 percent of the lesser of the ADP of the Nonhighly
Compensated Employees for the prior Plan Year or the ACP of
the Nonhighly Compensated Employees under the plan subject to
Code Section 401 (m) for the Plan Year beginning with or
within the prior Plan Year of the cash or deferred
arrangement, and




ii)   the lesser of 200 percent or 2 percent plus the greater of
such ADP or ACP.




If we have elected in Item K(2)(a) to use the current year testing method,
then, in calculating the Aggregate Limit for a particular Plan Year, the
Nonhighly Compensated Employees' ADP and ACP for that Plan Year, instead
of the prior Plan Year, is used.




CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of the
Eligible Member's Contribution Percentage Amounts to the Eligible Member's
Pay for the Plan Year (whether or not the Eligible Member was an Eligible
Member for the entire Plan Year). If selected in Item N(4) of the Adoption
Agreement - Standard or N(5) of the Adoption Agreement - Nonstandard and
in modification of the foregoing, Pay shall be limited to the Pay received
while an Eligible Member. For an Eligible Member for whom such
Contribution Percentage Amounts for the Plan Year are zero, the percentage
is zero.




CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Member Contributions
and Matching Contributions (that are not Qualified Matching Contributions
taken into account for purposes of the ADP Test) made under the Plan on
behalf of the Eligible Member for the Plan Year. Such Contribution
Percentage Amounts shall not include Matching Contributions that are
forfeited either to correct Excess Aggregate Contributions or because the
Contributions to which they relate are Excess Elective Deferrals, Excess
Contributions, or Excess Aggregate Contributions. Under such rules as the
Secretary of the Treasury shall prescribe, in determining the Contribution
Percentage we may elect to include Qualified Nonelective Contributions
under this Plan which were not used in computing the Deferral Percentage.
We may also elect to use Elective Deferral Contributions in computing the
Contribution Percentage so long as the ADP Test is met before the Elective
Deferral Contributions are used in the ACP Test and continues to be met
following the exclusion of those Elective Deferral Contributions that are
used to meet the ACP Test.




DEFERRAL PERCENTAGE means the ratio (expressed as a percentage) of
Elective Deferral Contributions under this Plan on behalf of the Eligible
Member for the Plan Year to the Eligible Member's Pay for the Plan Year
(whether or not the Eligible Member was an Eligible Member for the entire
Plan Year). If selected in Item N(4) of the Adoption Agreement- Standard
or N(5) of the Adoption Agreement - Nonstandard and in modification of the
foregoing, Pay shall be limited to the Pay received while an Eligible
Member. The Elective Deferral Contributions used to determine the Deferral
Percentage shall include Excess Elective Deferrals (other than Excess
Elective Deferrals of Nonhighly Compensated Employees that arise solely
from Elective Deferral Contributions made under this Plan or any other
plans of ours or a Controlled Group member), but shall exclude Elective
Deferral Contributions that are used in computing the Contribution
Percentage (provided the ADP Test is satisfied both with and without
exclusion of these Elective Deferral Contributions). Under such rules as
the Secretary of the Treasury shall prescribe, we may elect to include
Qualified Nonelective Contributions and Qualified Matching Contributions
under this Plan in computing the Deferral Percentage. For an Eligible
Member for whom such contributions on his behalf for the Plan Year are
zero, the percentage is zero.




ELECTIVE DEFERRAL CONTRIBUTIONS means any employer contributions made to a
plan at the election of a member, in lieu of cash compensation, and shall
include contributions made pursuant to a salary reduction agreement or
other deferral mechanism. With respect to any taxable year, a member's
Elective Deferral Contributions are the sum of all employer contributions
made on behalf of such member pursuant to an election to defer under any




30









qualified cash or deferred arrangement described in Code Section 401 (k),
any salary reduction simplified employee pension plan described in Code


Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p),
any eligible deferred compensation plan under Code Section 457, any plan
described under Code Section 501(c)(18), and any employer contributions
made on behalf of a member for the purchase of an annuity contract under
Code Section 403(b) pursuant to a salary reduction agreement. Elective
Deferral Contributions shall not include any deferrals properly
distributed as excess annual additions.




ELIGIBLE MEMBER means, for purposes of determining the Deferral
Percentage, any Employee who is otherwise entitled to make Elective
Deferral Contributions under the terms of the Plan for the Plan Year.
Eligible Member means, for purposes of determining the Contribution
Percentage, any Employee who is eligible (i) to make a Member Contribution
or an Elective Deferral Contribution (if we take such contributions into
account in the calculation of the Contribution Percentage), or (ii) to
receive a Matching Contribution (including forfeitures) or a Qualified
Matching Contribution. If a Member Contribution is required as a condition
of participation in the Plan, any Employee who would be a Member in the
Plan if such Employee made such a contribution shall be treated as an
Eligible Member on behalf of whom no Member Contributions are made.




EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year, the
excess of:




1)    The aggregate Contribution Percentage Amounts taken into account in
computing the numerator of the Contribution Percentage actually made
on behalf of Highly Compensated Employees for such Plan Year, over




2)    The maximum Contribution Percentage Amounts permitted by the ACP
Test (determined by hypothetically reducing contributions made on be
half of Highly Compensated Employees in order of their Contribution
Percentages beginning with the highest of such percentages).




Such determination shall be made after first determining Excess Elective
Deferrals and then determining Excess Contributions.




EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess of:




1)    The aggregate amount of employer contributions actually taken into
account in computing the Deferral Percentage of Highly Compensated
Employees for such Plan Year, over




2)    The maximum amount of such contributions permitted by the ADP Test
(determined by hypothetically reducing contributions made on behalf
of Highly Compensated Employees in the order of the Deferral
Percentages, beginning with the highest of such percentages).




Such determination shall be made after first determining Excess Elective
Deferrals.




EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions that
are includible in a Member's gross income under Code Section 402(g) to the
extent such Member's Elective Deferral Contributions for a taxable year
exceed the dollar limitation under such Code section. Excess Elective
Deferrals shall be treated as Annual Additions, as defined in Section
3.06, under the Plan, unless such amounts are distributed no later than
the first April 15 following the close of the Member's taxable year.




MATCHING CONTRIBUTIONS means employer contributions made to this or any
other defined contribution plan, or to a contract described in Code


Section 403(b), on behalf of a member on account of a Member Contribution
made by such member, or on account of a member's Elective Deferral
Contributions, under a plan maintained by us or a Controlled Group member.




31









MEMBER CONTRIBUTIONS means contributions made to the plan by or on behalf
of a member that are included in the member's gross income in the year in
which made and that are maintained under a separate account to which
earnings and losses are allocated.




QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
subject to the distribution and nonforfeitability requirements under Code


Section 401(k) when made.




QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions
(other than Matching Contributions) which an employee may not elect to
have paid to him in cash instead of being contributed to the plan and
which are subject to the distribution and nonforfeitability requirements
under Code Section 401(k) when made.




b)    Excess Elective Deferrals. A Member may assign to this Plan any Excess
Elective Deferrals made during a taxable year of the Member by notifying
the Plan Administrator in writing on or before the first following March 1
of the amount of the Excess Elective Deferrals to be assigned to the Plan.
A Member is deemed to notify the Plan Administrator of any Excess Elective
Deferrals that arise by taking into account only those Elective Deferral
Contributions made to this Plan and any other plan of ours or a Controlled
Group member. The Member's claim for Excess Elective Deferrals shall be
accompanied by the Member's written statement that if such amounts are not
distributed, such Excess Elective Deferrals will exceed the limit imposed
on the Member by Code Section 402(g) for the year in which the deferral
occurred. The Excess Elective Deferrals assigned to this Plan cannot
exceed the Elective Deferral Contributions allocated under this Plan for
such taxable year.




Notwithstanding any other provision of the Plan, Elective Deferral
Contributions in an amount equal to the Excess Elective Deferrals assigned
to this Plan, plus any income and minus any loss allocable thereto, shall
be distributed no later than April 15 to any Member to whose Account
Excess Elective Deferrals were assigned for the preceding year and who
claims Excess Elective Deferrals for such taxable year.




The Excess Elective Deferrals shall be adjusted for any income or loss.
The income or loss allocable to such Excess Elective Deferrals shall be
equal to the income or loss allocable to the Member's Elective Deferral
Contributions for the taxable year in which the excess occurred multiplied
by a fraction. The numerator of the fraction is the Excess Elective
Deferrals. The denominator of the fraction is the closing balance without
regard to any income or loss occurring during such taxable year (as of the
end of such taxable year) of the Member's Account resulting from Elective
Deferral Contributions.




Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Elective Deferrals, plus any
income and minus any loss allocable thereto, shall be forfeited.




c)    ADP Test. As of the end of each Plan Year after Excess Elective Deferrals
have been determined, the Plan must satisfy the ADP Test. The ADP Test
shall be satisfied using the prior year testing method, unless we have
elected in Item K(2)(a) to use the current year testing method.




1)    Prior Year Testing Method. The ADP for a Plan Year for Eligible
Members who are Highly Compensated Employees for each Plan Year and
the prior year's ADP for Eligible Members who were Nonhighly
Compensated Employees for the prior Plan Year must satisfy one of
the following tests:




32









i)    The ADP for a Plan Year for Eligible Members who are Highly
Compensated Employees for the Plan Year shall not exceed the
prior year's ADP for Eligible Members who were Nonhighly
Compensated Employees for the prior Plan Year multiplied by
1.25; or




ii)   The ADP for a Plan Year for Eligible Members who are Highly
Compensated Employees for the Plan Year:




A     shall not exceed the prior year's ADP for Eligible
Members who were Nonhighly Compensated Employees for the
prior Plan Year multiplied by 2, and




B     the difference between such ADPs is not more than 2.




If this is not a successor plan, for the first Plan Year the Plan
permits any Member to make Elective Deferral Contributions, for
purposes of the foregoing tests, the prior year's Nonhighly
Compensated Employees' ADP shall be 3 percent, unless we have
elected in Item K(2)(b)(i) to use the Plan Year's ADP for these
Eligible Members.




2)    Current Year Testing Method. The ADP for a Plan Year for Eligible
Members who are Highly Compensated Employees for each Plan Year and
the ADP for Eligible Members who are Nonhighly Compensated Employees
for the Plan Year must satisfy one of the following tests:




i)    The ADP for a Plan Year for Eligible Members who are Highly
Compensated Employees for the Plan Year shall not exceed the
ADP for Eligible Members who are Nonhighly Compensated
Employees for the Plan Year multiplied by 1.25; or




ii)   The ADP for a Plan Year for Eligible Members who are Highly
Compensated Employees for the Plan Year:




A     shall not exceed the ADP for Eligible Members who are
Nonhighly Compensated Employees for the Plan Year
multiplied by 2, and




B     the difference between such ADPs is not more than 2.




If we have elected in Item K(2)(a) to use the current year testing
method, that election cannot be changed unless (i) the Plan has been
using the current year testing method for the preceding five Plan
Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions
specified in Internal Revenue Service Notice 98-1 (or superseding
guidance) for changing from the current year testing method.




A Member is a Highly Compensated Employee for a particular Plan Year
if he meets the definition of a Highly Compensated Employee in
effect for that Plan Year. Similarly, a Member is a Nonhighly
Compensated Employee for a particular Plan Year if he does not meet
the definition of a Highly Compensated Employee in effect for that
Plan Year.




The Deferral Percentage for any Eligible Member who is a Highly
Compensated Employee for the Plan Year and who is eligible to have
Elective Deferral Contributions (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if
treated as Elective Deferral Contributions for purposes of the ADP
Test) allocated to his account under two or more arrangements
described in Code Section 401 (k) that are maintained by us or a
Controlled Group member shall be determined as if such Elective
Deferral Contributions (and, if applicable, such Qualified
Nonelective Contributions or Qualified Matching Contributions, or
both) were made under a single arrangement. If a Highly




33









Compensated Employee participates in two or more cash or deferred
arrangements that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year shall be
treated as a single arrangement. The foregoing notwithstanding,
certain plans shall be treated as separate if mandatorily
disaggregated under the regulations of Code Section 401(k).




In the event this Plan satisfies the requirements of Code Section


401(k), 401(a)(4), or 410(b) only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements
of such Code sections only if aggregated with this Plan, then this
section shall be applied by determining the Deferral Percentage of
Employees as if all such plans were a single plan. Any adjustments
to the Nonhighly Compensated Employee ADP for the prior year shall
be made in accordance with Internal Revenue Service Notice 98-1 (or
superseding guidance), unless we have elected in Item K(2)(a) to use
the current year testing method. Plans may be aggregated in order to
satisfy Code Section 401(k) only if they have the same plan year
and use the same testing method for the ADP Test.




For purposes of the ADP Test, Elective Deferral Contributions,
Qualified Nonelective Contributions, and Qualified Matching
Contributions must be made before the end of the 12-month period
immediately following the Plan Year to which the contributions
relate.




We shall maintain records sufficient to demonstrate satisfaction of
the ADP Test and the amount of Qualified Nonelective Contributions
or Qualified Matching Contributions, or both, used in such test.




If the Plan Administrator should determine during the Plan Year that
the ADP Test is not being met, the Plan Administrator may limit the
amount of future Elective Deferral Contributions of the Highly
Compensated Employees.




Notwithstanding any other provision of this Plan, Excess
Contributions, plus any income and minus any loss allocable thereto,
shall be distributed no later than the last day of each Plan Year to
Members to whose Accounts such Excess Contributions were allocated
for the preceding Plan Year. Excess Contributions are allocated to
the Highly Compensated Employees with the largest amounts of
employer contributions taken into account in calculating the ADP
Test for the year in which the excess arose, beginning with the
Highly Compensated Employee with the largest amount of such employer
contributions and continuing in descending order until all of the
Excess Contributions have been allocated. For purposes of the
preceding sentence, the "largest amount" is determined after
distribution of any Excess Contributions. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan
Year in which such excess amounts arose, a 10 percent excise tax
shall be imposed on the employer maintaining the plan with respect
to such amounts.




Excess Contributions shall be treated as Annual Additions, as
defined in Section 3.06.




The Excess Contributions shall be adjusted for any income or loss.
The income or loss allocable to such Excess Contributions allocated
to each Member shall be equal to the income or loss allocable to the
Member's Elective Deferral Contributions (and, if applicable,
Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) for the Plan Year in which the excess
occurred multiplied by a fraction. The numerator of the fraction is
the Excess Contributions. The denominator of the fraction is the
closing balance without regard to any income or loss occurring
during such Plan Year (as of the end of such Plan Year) of the
Member's Account resulting from Elective Deferral Contributions (and
Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, if such contributions are included in the
ADP Test).




34









Excess Contributions allocated to a Member shall be distributed from
the Member's Account resulting from Elective Deferral Contributions.
If such Excess Contributions exceed the balance in the Member's
Account resulting from Elective Deferral Contributions, the balance
shall be distributed from the Member's Account resulting from
Qualified Matching Contributions (if applicable) and Qualified
Nonelective Contributions, respectively.




Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Contributions, plus
any income and minus any loss allocable thereto, shall be forfeited.




d)    ACP Test. As of the end of each Plan Year, the Plan must satisfy the
ACP Test. The ACP Test shall be satisfied using the prior year
testing method, unless we have elected in Item K(2)(a) to use the
current year testing method.




1)    Prior Year Testing Method. The ACP for a Plan Year for
Eligible Members who are Highly Compensated Employees for each
Plan Year and the prior year's ACP for Eligible Members who
were Nonhighly Compensated Employees for the prior Plan Year
must satisfy one of the following tests:




i)    The ACP for a Plan Year for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not
exceed the prior year's ACP for Eligible Members who
were Nonhighly Compensated Employees for the prior Plan
Year multiplied by 1.25; or




ii)   The ACP for a Plan Year for Eligible Members who are
Highly Compensated Employees for the Plan Year:




A     shall not exceed the prior year's ACP for Eligible
Members who were Nonhighly Compensated Employees
for the prior Plan Year multiplied by 2, and




B     the difference between such ACPs is not more than
2.




If this is not a successor plan, for the first Plan Year the
Plan permits any Member to make Member Contributions, provides
for Matching Contributions, or both, for purposes of the
foregoing tests, the prior year's Nonhighly Compensated
Employees' ACP shall be 3 percent, unless we have elected in
Item K(2)(c)(i) to use the Plan Year's ACP for these Eligible
Members.




2)    Current Year Testing Method. The ACP for a Plan Year for
Eligible Members who are Highly Compensated Employees for each
Plan Year and the ACP for Eligible Members who are Nonhighly
Compensated Employees for the Plan Year must satisfy one of
the following tests:




i)    The ACP for a Plan Year for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not
exceed the ACP for Eligible Members who are Nonhighly
Compensated Employees for the Plan Year multiplied by
1.25; or




ii)   The ACP for a Plan Year for Eligible Members who are
Highly Compensated Employees for the Plan Year:




A     shall not exceed the ACP for Eligible Members who
are Nonhighly Compensated Employees for the Plan
Year multiplied by 2, and




B     the difference between such ACPs is not more than
2.




35









If we have elected in Item K(2)(a) to use the current year testing
method, that election cannot be changed unless (i) the Plan has been
using the current year testing method for the preceding five Plan
Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions
specified in Internal Revenue Service Notice 98-1 (or superseding
guidance) for changing from the current year testing method.




A Member is a Highly Compensated Employee for a particular Plan Year if he
meets the definition of a Highly Compensated Employee in effect for that
Plan Year. Similarly, a Member is a Nonhighly Compensated Employee for a
particular Plan Year if he does not meet the definition of a Highly
Compensated Employee in effect for that Plan Year.




Multiple Use. If one or more Highly Compensated Employees participate in
both a cash or deferred arrangement and a plan subject to the ACP Test
maintained by us or a Controlled Group member, and the sum of the ADP and
ACP of those Highly Compensated Employees subject to either or both tests
exceeds the Aggregate Limit, then the Contribution Percentage of those
Highly Compensated Employees who also participate in a cash or deferred
arrangement will be reduced in the manner described below for allocating
Excess Aggregate Contributions so that the limit is not exceeded. The
amount by which each Highly Compensated Employee's Contribution Percentage
is reduced shall be treated as an Excess Aggregate Contribution. The ADP
and ACP of the Highly Compensated Employees are determined after any
corrections required to meet the ADP Test and ACP Test and are deemed to
be the maximum permitted under such tests for the Plan Year. Multiple use
does not occur if either the ADP or ACP of the Highly Compensated
Employees does not exceed 1.25 multiplied by the ADP and ACP,
respectively, of the Nonhighly Compensated Employees.




The Contribution Percentage for any Eligible Member who is a Highly
Compensated Employee for the Plan Year and who is eligible to have
Contribution Percentage Amounts allocated to his account under two or more
plans described in Code Section 401(a) or arrangements described in Code


Section 401(k) that are maintained by us or a Controlled Group member
shall be determined as if the total of such Contribution Percentage
Amounts was made under each plan. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.
The foregoing notwithstanding, certain plans shall be treated as separate
if mandatorily disaggregated under the regulations of Code Section 401
(m).




In the event this Plan satisfies the requirements of Code Section 401(m),


401(a)(4), or 410(b) only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements of such Code sections
only if aggregated with this Plan, then this section shall be applied by
determining the Contribution Percentage of Employees as if all such plans
were a single plan. Any adjustments to the Nonhighly Compensated Employee
ACP for the prior year shall be made in accordance with Internal Revenue
Service Notice 98-1 (or superseding guidance), unless we have elected in
Item K(2)(a) to use the current year testing method. Plans may be
aggregated in order to satisfy Code Section 401(m) only if they have the
same plan year and use the same testing method for the ACP Test.




For purposes of the ACP Test, Member Contributions are considered to have
been made in the Plan Year in which contributed to the Plan. Matching
Contributions and Qualified Nonelective Contributions will be considered
made for a Plan Year if made no later than the end of the 12-month period
beginning on the day after the close of the Plan Year.




36









We shall maintain records sufficient to demonstrate satisfaction of the
ACP Test and the amount of Qualified Nonelective Contributions or
Qualified Matching Contributions, or both, used in such test.




Notwithstanding any other provision of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall
be forfeited, if not vested, or distributed, if vested, no later than the
last day of each Plan Year to Members to whose Accounts such Excess
Aggregate Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions are allocated to the Highly Compensated Employees
with the largest Contribution Percentage Amounts taken into account in
calculating the ACP Test for the year in which the excess arose, beginning
with the Highly Compensated Employee with the largest amount of such
Contribution Percentage Amounts and continuing in descending order until
all of the Excess Aggregate Contributions have been allocated. For
purposes of the preceding sentence, the "largest amount" is determined
after distribution of any Excess Aggregate Contributions. If such Excess
Aggregate Contributions are distributed more than 2 1/2 months after the
last day of the Plan Year in which such excess amounts arose, a 10 percent
excise tax will be imposed on the employer maintaining the plan with
respect to such amounts.




Excess Aggregate Contributions shall be treated as Annual Additions, as
defined in Section 3.06.




The Excess Aggregate Contributions shall be adjusted for any income or
loss. The income or loss allocable to such Excess Aggregate Contributions
allocated to each Member shall be equal to the income or loss allocable to
the Member's Contribution Percentage Amounts for the Plan Year in which
the excess occurred multiplied by a fraction. The numerator of the
fraction is the Excess Aggregate Contributions. The denominator of the
fraction is the closing balance without regard to any income or loss
occurring during such Plan Year (as of the end of such Plan Year) of the
Member's Account resulting from Contribution Percentage Amounts.




Excess Aggregate Contributions allocated to a Member shall be distributed
from the Member's Account resulting from Member Contributions that are not
required as a condition of employment or participation or for obtaining
additional benefits from Employer Contributions. If such Excess Aggregate
Contributions exceed the balance in the Member's Account resulting from
such Member Contributions, the balance shall be forfeited, if not vested,
or distributed, if vested, on a pro-rata basis from the Member's Account
resulting from Contribution Percentage Amounts.




SECTION 3.08 - 401(k) SAFE HARBOR PROVISIONS.




a)    Rules of Application.




1)    If we have elected in Item O(8) to have the 401(k) safe harbor
provisions apply and such provisions apply for the entire Plan Year,
then the provisions of this section shall apply for the Plan Year.




If Item O(8)(b) is selected, any provisions relating to the ADP Test
in Section 3.07 do not apply. If Item O(8)(d) is selected, any
provisions relating to the ADP Test in Section 3.07 do not apply for
the Plan Year specified in Item O(8)(d).




If Items O(8) and O(8)(a)(i) are selected and Item O(8)(b) is
selected, any provisions relating to the ACP Test in Section 3.07
with respect to Matching Contributions do not apply. If Items O(8)
and O(8)(a)(i) are selected and Item O(8)(d) is selected, any
provisions relating to the ACP Test in Section 3.07 with respect to
Matching Contributions do not apply for the Plan Year specified in
Item O(8)(d).




37









2)    The provisions of this section shall not apply unless (i) the Plan
Year is 12 months long, or (ii) in the case of the first Plan Year
of a newly established plan (other than a successor plan), the Plan
Year is at least 3 months long (or any shorter period if we are a
newly established employer that establishes the Plan as soon as
administratively feasible after we come into existence).




3)    However, if a cash or deferred arrangement is added to an existing
profit sharing, stock bonus, or pre-ERISA money purchase pension
plan for the first time during a plan year, the requirements in (1)
and (2) above will be treated as being satisfied for the entire Plan
Year provided:




i)    the Plan is not a successor plan (within the meaning of
Internal Revenue Service Notice 98-1 or superseding guidance),




ii)   the cash or deferred arrangement is made effective no later
than 3 months prior to the end of the Plan Year, and




iii)  the requirements of Internal Revenue Service Notice 98-52 are
otherwise satisfied for the entire period from the effective
date of the cash or deferred arrangement to the end of the
Plan Year.




Thus, an existing calendar-year profit sharing plan that does not
contain a cash or deferred arrangement may be amended as late as
October 1 to add a cash or deferred arrangement and elect to apply
the 401(k) safe harbor provisions for that Plan Year. The Pay that
would be used to calculate the Qualified Matching Contributions or
the Qualified Nonelective Contributions for such Plan Year will be
the Member's Pay received while the 401(k) safe harbor provisions
apply, October 1 through December 31.




4)    To the extent that any other provision of the Plan is inconsistent
with the provisions of this section, the provisions of this section
shall govern.




b)    ADP Test Safe Harbor.




1)    Contributions. If Item O(8)(b)(i) is selected, the Plan is
satisfying the ADP Test Safe Harbor using Qualified Matching
Contributions as required in Item O(8)(b)(i). If Item O(8)(b)(ii) is
selected, the Plan is satisfying the ADP Test Safe Harbor using
Qualified Nonelective Contributions as required in Item O(8)(b)(ii).
If Item O(8)(d) is selected, the Plan is satisfying the ADP Test
Safe Harbor using Qualified Nonelective Contributions as required in
Item O(8)(d) for the Plan Year specified.




2)    Notice Requirement.




i)    If Item O(8)(b) is selected, at least 30 days, but not more
than 90 days, before the beginning of the Plan Year, we shall
provide each Active Member a comprehensive notice of his
rights and obligations under the Plan, including a description
of the Qualified Matching Contributions or Qualified
Nonelective Contributions that will be made to the Plan to
satisfy the ADP Test Safe Harbor.




ii)   If Item O(8)(c) is selected, at least 30 days, but not more
than 90 days, before the beginning of the Plan Year, we shall
provide each Active Member a comprehensive notice of his
rights and obligations under the Plan, including a statement
that we may amend the Plan during the Plan Year to elect to
make a Qualified Nonelective Contribution of at least 3% of a
Member's Pay. If Item O(8)(d) is selected and the Plan




38









is so amended, a supplemental notice will be provided no later
than 30 days before the end of the Plan Year specified in Item
O(8)(d) informing the Member of such amendment.




The notice shall be written in a manner calculated to be understood
by the average Active Member.




If an Employee becomes an Active Member after the 90th day before
the beginning of the Plan Year and does not receive the notices
described above for that reason, the applicable notice must be
provided no more than 90 days before he becomes an Active Member but
not later than the date he becomes an Active Member.




For a Plan Year that begins on or before April 1, 1999, the notice
requirement is satisfied if the notice in (i) above is given on or
before March 1, 1999. For a Plan electing to apply the 401(k) safe
harbor provisions for the first time in 2000, for a Plan Year that
begins on or after January 1, 2000 and on or before June 1, 2000,
the notice requirement is satisfied if the notice in (i) or (ii)
above is given on or before May 1, 2000.




3)    Supplemental Notice. If Item O(8)(d) is selected, we shall provide
each Active Member a supplemental notice no later than 30 days
before the end of the Plan Year specified in Item O(8)(d). The
supplemental notice shall state that a Qualified Nonelective
Contribution will be made for such Plan Year and disclose the amount
of such Qualified Nonelective Contribution. Such notice may be
provided separately or as a part of the notice in (2) above for the
following Plan Year.




4)    Election Periods. In addition to any other election periods provided
under the Plan, each Active Member may make or modify a deferral
election during the 30-day period immediately following receipt of
the notice described in (2)(i) or (ii) above.




c)    ACP Test Safe Harbor.




1)    Matching Contributions.




i)    If the Plan is satisfying the ADP Test Safe Harbor and the ACP
Test Safe Harbor, Matching Contributions shall be limited as
provided in Items O(8)(b)(i) and P.




ii)   If the Plan is satisfying the ADP Test Safe Harbor using
Qualified Matching Contributions, all Matching Contributions
shall be Qualified Matching Contributions. If the Plan is
satisfying the ADP Test Safe Harbor using Qualified
Nonelective Contributions, Matching Contributions shall not be
Qualified Matching Contributions unless Item P(8) is selected.




d)    ACP Test.




1)    Continued Application. If the Plan is satisfying the ADP Test Safe
Harbor and the ACP Test Safe Harbor, the Plan must still satisfy the
ACP Test in the manner specified in (2) below with respect to Member
Contributions. If the Plan is satisfying the ADP Test Safe Harbor
but not the ACP Test Safe Harbor, the Plan must satisfy the ACP Test
in the manner specified in (2) below with respect to Voluntary
Contributions and Matching Contributions.




2)    Special Rules. If the Plan is satisfying the ADP Test Safe Harbor
and the ACP Test Safe Harbor, all Matching Contributions with
respect to all Eligible Members, as defined in Section 3.07, shall
be disregarded. If the Plan is satisfying the ADP Test Safe Harbor
using Qualified Nonelective Contributions, but is not satisfying the
ACP Test Safe Harbor, such




39









Qualified Nonelective Contributions shall be disregarded. Qualified
Matching Contributions shall not be treated as being taken into
account for purposes of the ADP Test. Elective Deferral
Contributions may not be taken into account for purposes of the ACP
Test.




3)    Multiple Use. If this Plan is the only cash or deferred arrangement
in which a Highly Compensated Employee participates, the provisions
in Section 3.07 regarding the Aggregate Limit, as defined in Section
3.07, shall not apply. If this Plan satisfies the ACP Test Safe
Harbor and provides for no Member Contributions, the provisions in


Section 3.07 regarding the Aggregate Limit, as defined in Section
3.07, shall not apply.




e)    Revocation of 401(k) Safe Harbor Election. If the ADP Test Safe Harbor is
satisfied using Qualified Matching Contributions, we may amend the Plan to
revoke the 401(k) safe harbor election for the Plan Year. Active Members
shall be provided a supplemental notice that explains the consequences of
the amendment, informs them of the effective date of the elimination of
the Qualified Matching Contributions and gives them a reasonable
opportunity (including a reasonable period) to change the amount of their
Elective Deferral Contributions. The effective date of the revocation
cannot be earlier than the later of (i) 30 days after the Active Members
are given such notice, and (ii) the date the amendment revoking such
provisions is adopted.




If elected in Item O(8)(b)(i)E, we shall revoke the 401(k) safe harbor
election for the Plan Year and perform the ADP Test and ACP Test, if
applicable, for the entire Plan Year using the current year testing method
described in Section 3.07. We shall make the Qualified Matching
Contributions for the period prior to the effective date of the
revocation.




SECTION 3.09-401(k) SIMPLE PROVISIONS.




a)    Rules of Application




1)    If we have elected in Item O(9) to have the 401(k) SIMPLE
provisions apply, then the provisions of this section shall apply
for a Year only if:




i)    we are an Eligible Employer, and




ii)   no contributions are made, or benefits are accrued for
services during the Year, on behalf of any Eligible Employee
under any other plan, contract, pension, or trust described in
Code Section 219(g)(5)(A) or (B), maintained by us or a
Controlled Group member.




2)    To the extent that any other provision of the Plan is inconsistent
with the provisions of this section, the provisions of this section
shall govern.




b)    Definitions. For purposes of applying the provisions of this section, the
following terms are defined:




COMPENSATION means the sum of the wages, tips, and other compensation from
us subject to Federal income tax withholding (as described in Code Section
6051(a)(3)) and the Employee's salary reduction contributions made under
this or any other Code Section 401(k) plan, and, if applicable, elective
deferrals under a Code Section 408(p) SIMPLE IRA plan, a SARSEP, or a Code


Section 403(b) annuity contract and compensation deferred under a Code


Section 457 plan, required to be reported by us on Form W-2 (as described
in Code Section 6051(a)(8)). For Self-employed Individuals, Compensation
means net earnings from self-employment determined under Code Section
1402(a) prior to subtracting any contributions made under this Plan on
behalf of the individual. The provisions of the Plan implementing the
limit on compensation under Code Section 401(a)(17) apply to the
Compensation under (c) below.




40









ELIGIBLE EMPLOYER means, with respect to any Year, an employer that had no
more than 100 employees who received at least $5,000 of Compensation from
the employer for the preceding Year. In applying the preceding sentence,
all employees of controlled groups of corporations under Code Section


414(b), all employees of trades or businesses (whether incorporated or
not) under common control under Code Section 414(c), all employees of
affiliated service groups under Code Section 414(m), and leased employees
required to be treated as the employer's employees under Code Section


414(n), are taken into account.




An Eligible Employer that elects to have the 401(k) SIMPLE provisions
apply to the Plan and that fails to be an Eligible Employer for any
subsequent Year, is treated as an Eligible Employer for the two Years
following the last Year the Employer was an Eligible Employer. If the
failure is due to any acquisition, disposition, or similar transaction
involving an Eligible Employer, the preceding sentence applies only if the
provisions of Code Section 410(b)(6)(C)(i) are satisfied.




ELIGIBLE EMPLOYEE means any Employee who is entitled to make elective
deferrals under the terms of the Plan.




YEAR means the calendar year.




c)    Contributions.




1)    Salary Reduction Contributions.




i)    Each Eligible Employee may make a salary reduction election to
have his Compensation reduced for the Year in any amount
selected by the Employee subject to the limitation set forth
in (ii) below. We will make a salary reduction contribution to
the Plan, as an elective deferral, in the amount by which the
Employee's Compensation has been reduced.




ii)   The total salary reduction contribution for the Year cannot
exceed $6,000 for any Employee. To the extent permitted by
law, this amount will be adjusted to reflect any annual
cost-of-living increases announced by the Internal Revenue
Service.




For purposes of the Plan, these contributions shall be Elective
Deferral Contributions.




2)    Other Contributions.




i)    Matching Contributions. Each Year we will contribute a
matching contribution to the Plan on behalf of each Employee
who makes a salary reduction election under (c)(1)(i) above.
The amount of the matching contribution will be equal to the
Employee's salary reduction contribution up to a limit of 3%
of the Employee's Compensation for the full Year.




For purposes of the Plan, these contributions shall be
Matching Contributions.




ii)   Nonelective Contributions. For any Year, instead of a matching
contribution, we may elect to contribute a nonelective
contribution of 2% of Compensation for the full Year for each
Eligible Employee.




For purposes of the Plan, these contributions shall be
Additional Contributions.




41









3)    Limitations on Other Contributions. No employer or employee
contributions may be made to this Plan for the Year other than
salary reduction contributions described in (c)(1) above, matching
or nonelective contributions described in (c)(2) above, and rollover
contributions described in Regulations section 1.402(c)-2, Q&A-1
(a).




4)    The provisions of the Plan implementing the limitations of Code


Section 415 apply to contributions made pursuant to (c)(1) and


(c)(2) above.




d)    Election and Notice Requirements.




1)    Election Period.




i)    In addition to any other election periods provided under the
Plan, each Eligible Employee may make or modify a salary
reduction election during the 60-day period immediately
preceding each January 1.




ii)   For the Year an Employee becomes eligible to make salary
reduction contributions under the 401(k) SIMPLE provisions,
the 60-day election period requirement of (i) above is deemed
satisfied if the Employee may make or modify a salary
reduction election during a 60-day period that includes either
the date the Employee becomes eligible or the day before.




iii)  Each Employee may terminate a salary reduction election at any
time during the Year.




2)    Notice Requirements.




i)    We will notify each Eligible Employee prior to the 60-day
election period described in (d)(1) above that he can make a
salary reduction election or modify a prior election during
that period.




ii)   The notification will indicate whether we will provide a 3%
matching contribution described in (c)(2)(i) above or a 2%
nonelective contribution described in (c)(2)(ii) above.




e)    Vesting Requirements. All benefits attributable to contributions described
in (c)(1) and (c)(2) above are nonforfeitable at all times and all
previous contributions made under the Plan are nonforfeitable as of the
beginning of the Year the 401(k) SIMPLE provisions apply. If these
provisions were previously adopted without a requirement that all previous
contributions be nonforfeitable, this requirement will not apply until the
date a plan that requires these contributions to be nonforfeitable is
adopted.




f)    Top-heavy Rules. The Plan is not treated as a top-heavy plan under Code


Section 416 for any Year for which this section applies.




g)    Nondiscrimination Tests. The ADP and ACP tests described in Section 3.07
are treated as satisfied for any Year for which this section applies.





ARTICLE IV


INVESTMENT OF CONTRIBUTIONS





SECTION 4.01 - INVESTMENT AND TIMING OF CONTRIBUTIONS.




a)    Trusteed Plans. The provisions of this subparagraph apply to trusteed
plans.




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The handling of Contributions is governed by the provisions of the Trust
Agreement, the Annuity Contract, and any other funding arrangement in
which the Plan Fund is or may be held or invested. To the extent permitted
by the Trust Agreement, Annuity Contract, or other funding arrangement,
the parties established by Item U(2) shall direct the Contributions to any
Insurance Policy, the guaranteed benefit policy portion of the Annuity
Contract, any of the investment options available under the Annuity
Contract, or any of the investment vehicles available under the Trust
Agreement and may request the transfer of amounts resulting from those
Contributions between such investment options and investment vehicles or
the transfer of amounts between the guaranteed benefit policy portion of
the Annuity Contract and such investment options and investment vehicles.
A Member may not direct the Trustee or Insurer to invest the Member's
Account in collectibles. Collectibles mean any work of art, rug or
antique, metal or gem, stamp or coin, alcoholic beverage, or other
tangible personal property specified by the Secretary of the Treasury.
However, for tax years beginning after December 31, 1997, certain coins
and bullion as provided in Code Section 408(m)(3) shall not be considered
collectibles. To the extent that a Member who has investment direction
fails to give timely direction, we shall direct the investment of his
Account. If we have investment direction, such Account shall be invested
ratably in the guaranteed benefit policy portion of the Annuity Contract,
the investment options available under the Annuity Contract, or the
investment vehicles available under the Trust Agreement in the same manner
as the Accounts of all other Members who do not direct their investments.
We shall have investment direction for amounts which have not been
allocated to Members. To the extent an investment is no longer available,
we may require that amounts currently held in such investment be
reinvested in other investments.




At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the
Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any
Investment Manager of the Plan's short-term and long-term financial needs
so the investment policy can be coordinated with the Plan's financial
requirements.




However, the Named Fiduciary may delegate to the Investment Manager
investment direction for Contributions and amounts which are not subject
to Member direction.




b)    Nontrusteed Plans. The provisions of this subparagraph apply to plans
which are not trusteed.




The handling of Contributions which are directed to the Annuity Contract
is governed by the provisions of the Annuity Contract. To the extent
permitted by the Annuity Contract, the parties established by Item U(2)
shall direct the Contributions to the guaranteed benefit policy portion of
the Annuity Contract or any of the investment options available under the
Annuity Contract and may request the transfer of amounts resulting from
those Contributions between such investment options or the transfer of
amounts between the guaranteed benefit policy portion of the Annuity
Contract and such investment options. To the extent that a Member who has
investment direction fails to give timely direction, we shall direct the
investment of his Account. If we have investment direction, such Account
shall be invested ratably in the guaranteed benefit policy portion of the
Annuity Contract or the investment options available under the Annuity
Contract in the same manner as the Accounts of all other Members who do
not direct their investments. We shall have investment direction for
amounts which have not been allocated to Members. To the extent an
investment is no longer available, we may require that amounts currently
held in such investment be reinvested in other investments.




At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the
Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy
can be coordinated with the Plan's financial requirements.




43









However, the Named Fiduciary may delegate to the Investment Manager
investment direction for Contributions and amounts which are not subject
to Member direction, including any Contributions made by us before the end
of the Plan Year which are not allocated when made.




c)    All Plans. The provisions of this subparagraph apply to all plans.




We shall pay to the Insurer or Trustee, as applicable, the Elective
Deferral Contributions, Qualified Matching Contributions, and Qualified
Nonelective Contributions for each Plan Year not later than the end of the
12-month period immediately following the Plan Year for which they are
deemed to be paid.




If Items O(8)(b)(i) and O(8)(b)(i)C(1), (2), or (3) are selected, we shall
pay to the Insurer or Trustee, as applicable, the Qualified Matching
Contributions calculated based on Elective Deferral Contributions and Pay
for the pay period specified in Item O(8)(b)(i)C not later than the last
day of the following Plan-year Quarter.




All Contributions are forwarded by us to the Trustee to be deposited in
the Trust Fund or to the Insurer to be deposited under the Annuity
Contract, as applicable. Contributions that are accumulated through
payroll deduction shall be paid to the Trustee or Insurer, as applicable,
by the earlier of (i) the date the Contributions can reasonably be
segregated from our assets, or (ii) the 15th business day of the month
following the month in which the Contributions would otherwise have been
paid in cash to the Member.




SECTION 4.01A - INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.




The provisions of this section apply to plans which allow investment in
Qualifying Employer Securities.




If permitted under Item U(5)(a) of the Adoption Agreement-Nonstandard, all or
some portion of the Member's Account may be invested in the Qualifying Employer
Securities Fund. If the Member has investment control, once an investment in the
Qualifying Employer Securities Fund is made available to Members, it shall
continue to be available unless the Adoption Agreement is amended to disallow
such available investment. In the absence of an election to invest in Qualifying
Employer Securities, Members shall be deemed to have elected to have their
Accounts invested wholly in other investment options of the Investment Fund.
Once an election is made, it shall be considered to continue until a new
election is made.




For purposes of determining the annual valuation of the Plan, and for reporting
to Members and regulatory authorities, the assets of the Plan shall be valued at
least annually on the Valuation Date which corresponds to the last day of the
Plan Year. The fair market value of Qualifying Employer Securities shall be
determined on such Valuation Date. The prices of Qualifying Employer Securities
as of the date of the transaction shall apply for purposes of valuing
distributions and other transactions of the Plan to the extent such value is
representative of the fair market value of such securities in the opinion of the
Plan Administrator. The value of a Member's Account held in the Qualifying
Employer Securities Fund may be expressed in units.




If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with us, the
Plan Administrator, the Trustee, or any person related to any fiduciary under
the Plan. The independent appraiser may be associated with a person who is
merely a contract administrator with respect to the Plan, but who exercises no
discretionary authority and is not a Plan fiduciary.




44









If there is a public market for Qualifying Employer Securities of the type held
by the Plan, then the Plan Administrator may use as the value of the securities
the price at which such securities traded in such market. If the Qualifying
Employer Securities do not trade on the relevant date, or if the market is very
thin on such date, then the Plan Administrator may use for the valuation the
next preceding trading day on which the trading prices are representative of the
fair market value of such securities in the opinion of the Plan Administrator.




Cash dividends payable on the Qualifying Employer Securities shall be reinvested
in additional shares of such securities. In the event of any cash or stock
dividend or any stock split, such dividend or split shall be credited to the
Accounts based upon the number of shares of Qualifying Employer Securities
credited to each Account as of the payable date of such dividend or split.




All purchases of Qualifying Employer Securities shall be made at a price, or
prices, which, in the judgement of the Plan Administrator, do not exceed the
fair market value of such securities.




In the event that the Trustee acquires Qualifying Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2) or
from a "party-in-interest" as defined in ERISA Section 3(14), the terms of such
purchase shall contain the provision that in the event there is a final
determination by the Internal Revenue Service, the Department of Labor, or court
of competent jurisdiction that the fair market value of such securities as of
the date of purchase was less than the purchase price paid by the Trustee, then
the seller shall pay or transfer, as the case may be, to the Trustee an amount
of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are
paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and
interest at a reasonable rate from the date of purchase to the date of payment
or transfer shall be paid by the seller on the amount of cash paid.




The Plan Administrator may direct the Trustee to sell, resell, or otherwise
dispose of Qualifying Employer Securities to any person, including us, provided
that any such sales to any disqualified person or a party-in-interest, including
us, will be made at not less than the fair market value and no commission will
be charged. Any such sale shall be made in conformance with ERISA Section
408(e).




We are responsible for compliance with any applicable Federal or state
securities law with respect to all aspects of the Plan. If the Qualifying
Employer Securities or interests in this Plan are required to be registered in
order to permit investment in the Qualifying Employer Securities Fund as
provided in Item U(5)(a) of the Adoption Agreement-Nonstandard, then such
investment will not be effective until the later of the effective date of the
Plan or the date such registration or qualification is effective. We, at our own
expense, will take or cause to be taken any and all such actions as may be
necessary or appropriate to effect such registration or qualification. Further,
if the Trustee is directed to dispose of any Qualifying Employer Securities held
under the Plan under circumstances which require registration or qualification
of the securities under applicable Federal or state securities laws, then we
will, at our expense, take or cause to be taken any and all such action as may
be necessary or appropriate to effect such registration or qualification. We are
responsible for all compliance requirements under Section 16 of the Securities
Act.




SECTION 4.02 - PURCHASE OF INSURANCE.




If permitted under Item U(4), the purchase of life insurance is available under
this Plan for the purpose of providing incidental death benefits. If life
insurance is available, an Active Member may elect to have any part of his
Account which does not result from accumulated deductible employee
contributions, as defined in Code Section 72(o)(5)(B), applied to purchase life
insurance coverage on his life.




45









The Trustee shall apply for and will be the owner of any Insurance Policy
purchased under the terms of this Plan. The purchase shall be subject to the
provisions of this section, the distribution of benefits provisions of Article
VI or VIA, whichever applies, and the beneficiary provisions of Section 10.07.




If Item AA(1)(a) is selected and the Member has a spouse, such spouse shall be
his Beneficiary under the Insurance Policy, unless (i) a qualified election has
been made according to the provisions of Section 6A.03, or (ii) the Trustee has
been named as Beneficiary. If Item AA(1)(a) is not selected and the Member has a
spouse to whom he has been continuously married for at least one year, such
spouse shall be his Beneficiary under the Insurance Policy, unless (i) a
qualified election has been made according to the provisions of Section 6.03, or


(ii) the Trustee has been named as Beneficiary.




If the Trustee is named as Beneficiary, upon the death of the Member, the
Trustee shall be required to pay over all proceeds of the Insurance Policy to
the Member's Beneficiary or spouse, as the case may be, according to the
distribution of benefits provisions of Article VI or VIA, whichever applies.




Under no circumstances shall the Trust Fund retain any part of the proceeds. In
the event of any conflict between the terms of this Plan and the terms of any
Insurance Policy purchased hereunder, the Plan provisions shall control.




The purchase of insurance shall be subject to the limitations that may be
imposed by the Insurer under the applicable Insurance Policy. The Insurance
Policy may provide for waiver of premium for disability.




The total of all insurance premiums for insurance coverage on the life of a
Member provided by our Contributions shall be limited to a percentage of all our
Contributions made for that Member. All such ordinary life insurance premiums
shall be limited to a percentage which is less than 50 percent. All such term
life and universal life insurance premiums shall be limited to a percentage
which is not more than 25 percent. If both ordinary life insurance and term life
or universal life insurance are purchased, one-half of all such ordinary life
insurance premiums and all such other life insurance premiums shall be limited
to a percentage which is not more than 25 percent. Ordinary life insurance
policies are policies with both nondecreasing death benefits and nonincreasing
premiums.




Any dividends declared upon an amount of insurance in force on the life of a
Member may, within the terms of the Insurance Policy, be applied to reduce the
earliest premium due, purchase paid-up insurance coverage, accumulate under the
policy to provide additional death benefit, or be credited to the Member's
Account which is included in the Plan Fund. In the absence of any direction,
such dividends shall be applied to reduce the earliest premium due for such
amount of insurance.




A Member may elect to have amounts deducted from his Account to pay insurance
premiums. The total amount deducted cannot exceed the amount of Contributions
credited to his Account which were not used to provide insurance, but could have
been.




If a decrease in the amount of life insurance is necessary, any cash value of
the terminated insurance shall be retained in the Member's Account.




SECTION 4.03 - TRANSFER OF OWNERSHIP.




Any transfer of ownership under this section shall be subject to the
distribution of benefits provisions of Article VI or VIA, whichever applies.




46









Upon the request of a Member, we may purchase for its cash value a personal life
insurance policy issued to, and insuring the life of, the Member. Such policy
shall be immediately transferred from us to the Trustee. The cash value of the
purchased policy shall be a part of our Contribution for the Plan Year. Any such
purchase shall be accomplished only under an appropriate written agreement
between the Member, the Trustee, and us. In lieu of our purchase of such policy
and at our direction, the Trustee may purchase the policy directly from the
Member. These provisions shall not be available if the policy is subject to a
policy loan or similar lien. The purchase of and future premiums for any such
policy shall be subject to the limitations in Section 4.02.




If the Insurance Policy on a Member's life allows transfer of ownership, he may
pay the Trustee an amount equal to the cash value of such policy. Such payment
shall become a part of his Account. Upon receiving the payment, the Trustee
shall transfer ownership of the policy to the Member. This transfer of ownership
is not a distribution from the Plan. This option shall only be available to a
Member if the policy would, but for the sale, be surrendered by the Plan.




If the Insurance Policy on a Member's life allows transfer of ownership and a
distribution of his Vested Account would include the cash value of such policy,
he may have ownership of such policy transferred to himself without paying the
cash value to the Trustee. Any Insurance Policy transferred to the Member for
which he has not paid the cash value to the Trustee is a distribution from the
Plan.




In applying the provisions of this section, all Members in similar circumstances
shall be treated in a similar manner. Members who are Highly Compensated
Employees shall not be treated in a manner more favorable than that afforded all
other Members.




SECTION 4.04 - TERMINATION OF INSURANCE.




The termination of insurance under this section shall be subject to the
distribution of benefits provisions of Article VI or VIA, whichever applies.




No premium payments shall be made under this Plan for an Inactive Member. If a
Member becomes an Inactive Member before his Retirement Date, the Trustee may
either use the cash value of the Insurance Policy on his life to provide paid-up
insurance or may surrender the Insurance Policy. The cash value of a surrendered
Insurance Policy is retained in the Member's Account and added to the Investment
Fund. The purchase of paid-up insurance shall be subject to the provisions of
the Insurance Policy. If the Member ceases to be an Employee before his
Retirement Date, he may elect to have the ownership of the Insurance Policy
transferred as provided in Section 4.03.




On a Member's Retirement Date, any Insurance Policy on his life, the ownership
of which has not been transferred to him, shall terminate. The cash value shall
be paid to the Member in cash or applied to provide an income for him according
to the provisions of the Insurance Policy. In any event, no portion of the value
of any Insurance Policy shall be used to continue life insurance protection
under the Plan beyond actual retirement.





ARTICLE V


BENEFITS





SECTION 5.01 - RETIREMENT BENEFITS.




On a Member's Retirement Date, his Vested Account shall be distributed to him
according to the distribution of benefits provisions of Article VI or VIA,
whichever applies, and the provisions of Section 10.11.




47









SECTION 5.02 - DEATH BENEFITS.




If a Member dies before his Annuity Starting Date, his Vested Account shall be
distributed according to the distribution of benefits provisions of Article VI
or VIA, whichever applies, and the provisions of Section 10.11.




SECTION 5.03 - VESTED BENEFITS.




If an Inactive Member's Vested Account is not payable under the provisions of


Section 10.11, he may elect, but is not required, to receive a distribution of
his Vested Account after he ceases to be an Employee. If Item Z(4)(a) is
selected, distributions from the Member's Vested Account which result from the
designated Contributions shall not begin before the Member becomes Totally
Disabled. If Item Z(4)(b) is selected, distributions from the Member's Vested
Account which result from the designated Contributions shall not be made until
he has ceased to be an Employee for the period of time specified. If Item
AA(1)(a) is not selected, the Member's election shall be subject to his spouse's
consent as provided in Section 6.03. A distribution under this paragraph shall
be a retirement benefit and shall be distributed to the Member according to the
distribution of benefits provisions of Article VI or VIA, whichever applies.




A Member may not elect to receive a distribution under the provisions of this
section after he again becomes an Employee until he subsequently ceases to be an
Employee and again meets the requirements of this section.




If an Inactive Member does not receive an earlier distribution, upon his
Retirement Date or death, his Vested Account shall be distributed according to
the provisions of Section 5.01 or 5.02.




The Nonvested Account of an Inactive Member who ceases to be an Employee shall
remain a part of his Account until it becomes a Forfeiture. However, if he again
becomes an Employee so that his Vesting Percentage may increase, the Nonvested
Account may become part of his Vested Account.




SECTION 5.04 - WHEN BENEFITS START.




a)    Unless otherwise elected, benefits shall begin before the 60th day
following the close of the Plan Year in which the latest date below
occurs:




1)    The date the Member attains age 65 (or Normal Retirement Age, if
earlier).




2)    The 10th anniversary of the Member's Entry Date.




3)    The date the Member ceases to be an Employee.




Notwithstanding the foregoing, the failure of a Member and spouse, if
applicable, to consent to a distribution while a benefit is immediately
distributable, within the meaning of Section 6.03 or 6A.03, whichever
applies, shall be deemed to be an election to defer the start of benefits
sufficient to satisfy this section.




The Member may elect to have benefits begin after the latest date for
beginning benefits described above, subject to the following provisions of
this section. The Member shall make the election in writing. Such election
must be made before his Normal Retirement Date or the date he ceases to be
an Employee, if later. The Member shall not elect a date for beginning
benefits or a form of distribution which would result in a benefit payable
when he dies which would be more than incidental within the meaning of
governmental regulations.




48









Benefits shall begin on an earlier date if otherwise provided in the Plan.
For example, the Member's Retirement Date or Required Beginning Date, as
defined in Section 7.02.




b)    The Member's Vested Account which results from Elective Deferral
Contributions, Qualified Nonelective Contributions, and Qualified Matching
Contributions may not be distributed to a Member or to his Beneficiary (or
Beneficiaries) in accordance with the Member's or Beneficiary's (or
Beneficiaries') election, earlier than separation from service, death, or
disability. Such amount may also be distributed upon:




1)    Termination of the Plan as permitted in Article VIII.




2)    The disposition by us, if we are a corporation, to an unrelated
corporation of substantially all of the assets, within the meaning
of Code Section 409(d)(2), used in a trade or business of ours if we
continue to maintain the Plan after the disposition, but only with
respect to Employees who continue employment with the corporation
acquiring such assets.




3)    The disposition by us, if we are a corporation, to an unrelated
entity of our interest in a subsidiary, within the meaning of Code


Section 409(d)(3), if we continue to maintain the Plan, but only
with respect to Employees who continue employment with such
subsidiary.




4)    The attainment of age 59 1/2 as permitted in Section 5.05.




5)    The hardship of the Member as permitted in Section 5.05.




All distributions that may be made pursuant to one or more of the
foregoing distributable events will be a retirement benefit and shall be
distributed to the Member according to the distribution of benefits
provisions of Article VI or VIA, whichever applies. In addition,
distributions that are triggered by any of the first three events
enumerated above must be made in a lump sum. A lump sum shall include a
distribution of an annuity contract.




SECTION 5.05 - WITHDRAWAL BENEFITS.




a)    Financial Hardship Withdrawals. If elected by us in Item Y(3), withdrawals
of part of the Member's Account as provided in Item Y(3) will be permitted
in the event of hardship due to an immediate and heavy financial need.




Immediate and heavy financial need shall be limited to: (i) expenses
incurred or necessary for medical care, described in Code Section 213(d),
of the Member, the Member's spouse, or any dependents of the Member (as
defined in Code Section 152); (ii) the purchase (excluding mortgage
payments) of a principal residence for the Member; (iii) payment of
tuition, related educational fees, and room and board expenses, for the
next 12 months of post-secondary education for the Member, his spouse,
children, or dependents; (iv) the need to prevent the eviction of the
Member from, or foreclosure on the mortgage of, the Member's principal
residence; or (v) any other distribution which is deemed by the
Commissioner of Internal Revenue to be made on account of immediate and
heavy financial need as provided in Treasury regulations.




No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed
necessary only if all of the following requirements are met: (i) the
distribution is not in excess of the amount of the immediate and heavy
financial need (including amounts necessary to pay any Federal, state, or
local income taxes or penalties reasonably anticipated to result from the
distribution); (ii) the Member has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under
all plans maintained by us; (iii) the Plan, and all other plans maintained
by us, provide that the Member's elective contributions and member
contributions will be suspended




49









for at least 12 months after receipt of the hardship distribution; and


(iv) the Plan, and all other plans maintained by us, provide that the
Member may not make elective contributions for the Member's taxable year
immediately following the taxable year of the hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next
taxable year less the amount of such Member's elective contributions for
the taxable year of the hardship distribution. The Plan will suspend
elective contributions and member contributions for 12 months and limit
elective deferrals as provided in the preceding sentence. A Member shall
not cease to be an Eligible Member, as defined in Section 3.07, merely
because his elective contributions or member contributions are suspended.




b)    Other Withdrawals. A Member may withdraw any part of his Account resulting
from his Voluntary Contributions subject to the limitations provided in
Item Y(1). A Member may withdraw any part of his Account resulting from
his Rollover Contributions subject to the limitations provided in Item
Y(2). If elected by us in Item Y(4), withdrawals of part of the Member's
Account as provided in Item Y(4) will be permitted at any time after he
attains age 59 1/2 subject to the limitations provided in Item Y(4). If
elected by us in Item Y(5), withdrawals of part of the Member's Account as
provided in Item Y(5) will be permitted after he has been an Active Member
for at least five years subject to the limitations provided in Item Y(5).




A request for withdrawal shall be made in such manner and in accordance with
such rules as we will prescribe for this purpose (including by means of voice
response or other electronic means under circumstances we permit). Withdrawals
shall be a retirement benefit and shall be distributed to the Member according
to the distribution of benefits provisions of Article VI or VIA, whichever
applies. A forfeiture shall not occur solely as a result of a withdrawal.




SECTION 5.06 - LOANS TO MEMBERS.




If permitted under Item U(3)(a), loans shall be made available to all Members on
a reasonably equivalent basis. For purposes of this section, and unless
otherwise specified, Member means any Member or Beneficiary who is a
party-in-interest as defined in ERISA. Loans shall not be made to Highly
Compensated Employees in an amount greater than the amount made available to
other Members.




No loans shall be made to any shareholder-employee or Owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5 percent of the
outstanding stock of the corporation.




A loan to a Member shall be a Member-directed investment of his Account. The
portion of the Member's Account held in the Qualifying Employer Securities Fund
may be redeemed for purposes of a loan only after the amount held in other
investment options has been depleted. The loan is a Trust Fund investment but no
Account other than the borrowing Member's Account shall share in the interest
paid on the loan or bear any expense or loss incurred because of the loan.




The number of outstanding loans shall be limited to one, unless otherwise
specified in Item U(3)(a)(iv). No more than one loan shall be approved for any
Member in any 12-month period, unless otherwise specified in Item U(3)(a)(v). If
Item U(3)(a)(ii) is selected, the minimum amount of any loan shall be the amount
specified in that item.




Loans must be adequately secured and bear a reasonable rate of interest.




The amount of the loan shall not exceed the maximum amount that may be treated
as a loan under Code Section 72(p) (rather than a distribution) to the Member
and shall be equal to the lesser of (a) or (b) below:




50









a)    $50,000, reduced by the highest outstanding loan balance of loans during
the one-year period ending on the day before the new loan is made.




b)    The greater of (1) or (2), reduced by (3) below:




1)    One-half of the Member's Vested Account.




2)    $10,000.




3)    Any outstanding loan balance on the date the new loan is made.




For purposes of this maximum, a Member's Vested Account does not include any
accumulated deductible employee contributions, as defined in Code Section


72(o)(5)(B), and all qualified employer plans, as defined in Code Section


72(p)(4), of ours and any Controlled Group member shall be treated as one plan.




The foregoing notwithstanding, the amount of such loan shall not exceed 50
percent of the amount of the Member's Vested Account reduced by any outstanding
loan balance on the date the new loan is made. In addition, the amount of the
loan may be further limited to a specified dollar amount, if Item U(3)(a)(iii)
so indicates. For purposes of this maximum, a Member's Vested Account does not
include any accumulated deductible employee contributions, as defined in Code


Section 72(o)(5)(B). No collateral other than a portion of the Member's Vested
Account (as limited above) shall be accepted. The Loan Administrator shall
determine if the collateral is adequate for the amount of the loan requested.




A Member must obtain the consent of his spouse, if any, to the use of the Vested
Account as security for the loan. Spousal consent shall be obtained no earlier
than the beginning of the 90-day period that ends on the date on which the loan
to be so secured is made. The consent must be in writing, must acknowledge the
effect of the loan, and must be witnessed by a plan representative or a notary
public. Such consent shall thereafter be binding with respect to the consenting
spouse or any subsequent spouse with respect to that loan. A new consent shall
be required if the Vested Account is used for collateral upon renegotiation,
extension, renewal, or other revision of the loan. If Item AA(1)(a) is selected,
no consent shall be required. If AA(1)(a) is not selected and subparagraph (d)
of Section 6.03 applies, no consent shall be required.




If a valid spousal consent has been obtained in accordance with the above, or
spousal consent is not required, then, notwithstanding any other provision of
this Plan, the portion of the Member's Vested Account used as a security
interest held by the Plan by reason of a loan outstanding to the Member shall be
taken into account for purposes of determining the amount of the Vested Account
payable at the time of death or distribution, but only if the reduction is used
as repayment of the loan. If spousal consent is required and less than 100
percent of the Member's Vested Account (determined without regard to the
preceding sentence) is payable to the surviving spouse, then the Vested Account
shall be adjusted by first reducing the Vested Account by the amount of the
security used as repayment of the loan, and then determining the benefit payable
to the surviving spouse.




Each loan shall bear a reasonable fixed rate of interest to be determined by the
Loan Administrator. In determining the interest rate, the Loan Administrator
shall take into consideration fixed interest rates currently being charged by
commercial lenders for loans of comparable risk on similar terms and for similar
durations, so that the interest will provide for a return commensurate with
rates currently charged by commercial lenders for loans made under similar
circumstances. The Loan Administrator shall not discriminate among Members in
the matter of interest rates; but loans granted at different times may bear
different interest rates in accordance with the current appropriate standards.




51









The loan shall by its terms require that repayment (principal and interest) be
amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five years from the date of the loan. If Item U(3)(a)(vi)A
is selected and the loan is used to acquire a dwelling unit, which within a
reasonable time (determined at the time the loan is made) will be used as the
principal residence of the Member, the repayment period may extend beyond five
years from the date of the loan. The period of repayment for any loan shall be
arrived at by mutual agreement between the Loan Administrator and the Member and
if the loan is for a principal residence, shall not be for a period longer than
the repayment period consistent with commercial practices.




The Member shall make an application for a loan in such manner and in accordance
with such rules as we will prescribe for this purpose (including by means of
voice response or other electronic means under circumstances we permit). The
application must specify the amount and duration requested.




Information contained in the application for the loan concerning the income,
liabilities, and assets of the Member will be evaluated to determine whether
there is a reasonable expectation that the Member will be able to satisfy
payments on the loan as due. Additionally, the Loan Administrator will pursue
any appropriate further investigations concerning the creditworthiness and
credit history of the Member to determine whether a loan should be approved.




Each loan shall be fully documented in the form of a promissory note signed by
the Member for the face amount of the loan, together with interest determined as
specified above.




There will be an assignment of collateral to the Plan executed at the time the
loan is made.




In those cases where repayment through payroll deduction is available,
installments are so payable, and a payroll deduction agreement shall be executed
by the Member at the time the loan is made. Loan repayments that are accumulated
through payroll deduction shall be paid to the Trustee by the earlier of (i) the
date the loan repayments can reasonably be segregated from our assets, or (ii)
the 15th business day of the month following the month in which such amounts
would otherwise have been paid in cash to the Member.




Where payroll deduction is not available, payments in cash are to be timely
made. Any payment that is not by payroll deduction shall be made payable to us
or the Trustee, as specified in the promissory note, and delivered to the Loan
Administrator, including prepayments, service fees and penalties, if any, and
other amounts due under the note. The Loan Administrator shall deposit such
amounts into the Plan as soon as administratively practicable after they are
received, but in no event later than the 15th business day of the month after
they are received.




The promissory note may provide for reasonable late payment penalties and
service fees. Any penalties or service fees shall be applied to all Members in a
nondiscriminatory manner. If the promissory note so provides, such amounts may
be assessed and collected from the Account of the Member as part of the loan
balance.




Each loan may be paid prior to maturity, in part or in full, without penalty or
service fee, except as may be set out in the promissory note.




The Plan shall suspend loan payments for a period not exceeding one year during
which an approved unpaid leave of absence occurs other than a military leave of
absence. The Loan Administrator shall provide the Member a written explanation
of the effect of the suspension of payments upon his loan.




52









If a Member separates from service (or takes a leave of absence) from the
Employer because of service in the military and does not receive a distribution
of his Vested Account, the Plan shall suspend loan payments until the Member's
completion of military service or until the Member's fifth anniversary of
commencement of military service, if earlier, as permitted under Code Section


414(u). The Loan Administrator shall provide the Member a written explanation of
the effect of his military service upon his loan.




If any payment of principal and interest, or any portion thereof, remains unpaid
for more than 90 days after due, the loan shall be in default. For purposes of
Code Section 72(p), the Member shall then be treated as having received a deemed
distribution regardless of whether or not a distributable event has occurred.




Upon default, the Plan has the right to pursue any remedy available by law to
satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law. The entire principal balance, whether or not otherwise then
due, along with accrued interest, shall become immediately due and payable
without demand or notice, and subject to collection or satisfaction by any
lawful means, including specifically, but not limited to, the right to enforce
the claim against the security pledged and to execute upon the collateral as
allowed by law.




In the event of default, foreclosure on the note and attachment of security or
use of amounts pledged to satisfy the amount then due shall not occur until a
distributable event occurs in accordance with the Plan, and shall not occur to
an extent greater than the amount then available upon any distributable event
which has occurred under the Plan.




All reasonable costs and expenses, including but not limited to attorney's fees,
incurred by the Plan in connection with any default or in any proceeding to
enforce any provision of a promissory note or instrument by which a promissory
note for a Member loan is secured, shall be assessed and collected from the
Account of the Member as part of the loan balance.




If payroll deduction is being utilized, in the event that a Member's available
payroll deduction amounts in any given month are insufficient to satisfy the
total amount due, there will be an increase in the amount taken subsequently,
sufficient to make up the amount that is then due. If any amount remains past
due more than 90 days, the entire principal amount, whether or not otherwise
then due, along with interest then accrued, shall become due and payable, as
above.




If no distributable event has occurred under the Plan at the time that the
Member's Vested Account would otherwise be used under this provision to pay any
amount due under the outstanding loan, this will not occur until the time, or in
excess of the extent to which, a distributable event occurs under the Plan. An
outstanding loan will become due and payable in full 60 days after a Member
ceases to be an Employee and a party-in-interest as defined in ERISA or after
complete termination of the Plan.




SECTION 5.07 - DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.




The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order as defined in Code Section 414(p), at
any time, irrespective of whether the Member has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Member has attained his earliest
retirement age is available only if the order specifies that distribution shall
be made prior to the earliest retirement age or allows the Alternate Payee to
elect a distribution prior to the earliest retirement age.




Nothing in this section shall permit a Member to receive a distribution at a
time otherwise not permitted under the Plan nor shall it permit the Alternate
Payee to receive a form of payment not permitted under the Plan.




53









The benefit payable to an Alternate Payee shall be subject to the provisions of


Section 10.11 if the value of the benefit does not exceed $5,000 ($3,500 for
Plan Years beginning before August 6, 1997).




The Plan Administrator shall establish reasonable procedures to determine the
qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Member and the
Alternate Payee named in the order, in writing, of the receipt of the order and
the Plan's procedures for determining the qualified status of the order. Within
a reasonable period of time after receiving the domestic relations order, the
Plan Administrator shall determine the qualified status of the order and shall
notify the Member and each Alternate Payee, in writing, of its determination.
The Plan Administrator shall provide notice under this paragraph by mailing to
the individual's address specified in the domestic relations order, or in a
manner consistent with Department of Labor regulations. The Plan Administrator
may treat as qualified any domestic relations order entered before January 1,
1985, irrespective of whether it satisfies all the requirements described in
Code Section 414(p).




If any portion of the Member's Vested Account is payable during the period the
Plan Administrator is making its determination of the qualified status of the
domestic relations order, a separate accounting shall be made of the amount
payable. If the Plan Administrator determines the order is a qualified domestic
relations order within 18 months of the date amounts are first payable following
receipt of the order, the payable amounts shall be distributed in accordance
with the order. If the Plan Administrator does not make its determination of the
qualified status of the order within the 18-month determination period, the
payable amounts shall be distributed in the manner the Plan would distribute if
the order did not exist and the order shall apply prospectively if the Plan
Administrator later determines the order is a qualified domestic relations
order.




The Plan shall make payments or distributions required under this section by
separate benefit checks or other separate distribution to the Alternate
Payee(s).





ARTICLE VI


DISTRIBUTION OF BENEFITS FOR PLANS WHICH PROVIDE FOR LIFE ANNUITIES





The provisions of this article shall apply if Item AA(1)(a) is not selected. The
provisions of Article VIA shall apply if Item AA(1)(a) is selected.




The provisions of this article shall apply to any Member who is credited with at
least one Hour of Service on or after August 23, 1984, and to such other Members
as provided in Section 6.05.




SECTION 6.01 - AUTOMATIC FORMS OF DISTRIBUTION.




Unless an optional form of benefit is selected pursuant to a qualified election
within the election period (see Section 6.03), the automatic form of benefit
payable to or on behalf of a Member is determined as follows:




a)    Retirement Benefits. The automatic form of retirement benefit for a Member
who does not die before his Annuity Starting Date shall be:




1) The Qualified Joint and Survivor Annuity for a Member who has a spouse.




2) The Normal Form for a Member who does not have a spouse.




b)    Death Benefits. The automatic form of death benefit for a Member who dies
before his Annuity Starting Date shall be:




54









1)    A Qualified Preretirement Survivor Annuity for a Member who has a
spouse to whom he has been continuously married throughout the
one-year period ending on the date of his death. The spouse may
elect to start receiving the death benefit on any first day of the
month on or after the Member dies and by the date the Member would
have been 70 1/2. If the spouse dies before benefits start the
Member's Vested Account, determined as of the date of the spouse's
death, shall be paid to the spouse's Beneficiary.




2)    A single sum payment to the Member's Beneficiary for a Member who
does not have a spouse who is entitled to a Qualified Preretirement
Survivor Annuity.




Before a death benefit shall be paid on account of the death of a Member
who does not have a spouse who is entitled to a Qualified Preretirement
Survivor Annuity, it must be established to the satisfaction of a plan
representative that the Member does not have such a spouse.




SECTION 6.02 - OPTIONAL FORMS OF DISTRIBUTION.




a)    Retirement Benefits. The optional forms of retirement benefit shall be the
following: (i) a straight life annuity; (ii) single life annuities with
certain periods of 5, 10, or 15 years; (iii) a single life annuity with
installment refund; (iv) survivorship life annuities with installment
refund and survivor percentages of 50%, 66 2/3% or 100%; (v) fixed period
annuities for any period of whole months which is not less than 60 and
does not exceed the Life Expectancy, as defined in Article VII, of the
Member where the Life Expectancy, as defined in Article VII, is not
recalculated; (vi) a full flexibility option; and (vii) a single sum
payment. That portion of a Member's Account which is held in the
Qualifying Employer Securities Fund may be distributed in kind. That
portion of a Member's Account which is held in the Self-directed Brokerage
Account may be distributed in kind. The optional forms shall be modified
as provided below:




1)    If Item AA(2)(a) is selected, the full flexibility option shall not
be available.




2)    If Item AA(2)(b)(i) is selected, a single sum payment shall not be
available for that part of a Member's Vested Account resulting from
Elective Deferral Contributions, Matching Contributions, Qualified
Nonelective Contributions, Additional Contributions and
Discretionary Contributions. If Item AA(2)(a) is not selected, the
full flexibility option shall not be available for that part of a
Member's Vested Account which he cannot receive in a single sum.




3)    If Item AA(2)(b)(ii) is selected, a single sum payment shall not be
available for that part of a Member's Vested Account resulting from
Elective Deferral Contributions, Matching Contributions, Qualified
Nonelective Contributions, Additional Contributions and
Discretionary Contributions before his Retirement Date or the date
he becomes Totally Disabled, if earlier. If Item AA(2)(a) is not
selected, the full flexibility option shall not be available for
that part of a Member's Vested Account which he cannot receive in a
single sum.




4)    If Item U(5)(a)(iv)A of the Adoption Agreement- Nonstandard is
selected, a distribution in kind shall not be available for that
portion of a Member's Account which is held in the Qualifying
Employer Securities Fund.




5)    If Item U(5)(a)(iv)B of the Adoption Agreement - Nonstandard is
selected, a distribution in a single sum payment shall not be
available for that portion of a Member's Account which is held in
the Qualifying Employer Securities Fund.




55









The full flexibility option is an optional form of benefit under which the
Member receives a distribution each calendar year, beginning with the
calendar year in which his Annuity Starting Date occurs. The Member may
elect the amount to be distributed each year (not less than $1,000). The
amount payable in his first Distribution Calendar Year, as defined in
Article VII, must satisfy the minimum distribution requirements of Article
VII for such year. Distributions for later Distribution Calendar Years, as
defined in Article VII, must satisfy the minimum distribution requirements
of Article VII for such years. If the Member's Annuity Starting Date does
not occur until his second Distribution Calendar Year, as defined in
Article VII, the amount payable for such year must satisfy the minimum
distribution requirements of Article VII for both the first and second
Distribution Calendar Years, as defined in Article VII.




Election of an optional form is subject to the qualified election
provisions of Section 6.03 and the distribution requirements of Article
VII.




Any annuity contract distributed shall be nontransferable. The terms of
any annuity contract purchased and distributed by the Plan to a Member or
spouse shall comply with the requirements of this Plan.




b)    Death Benefits. The optional forms of death benefit are a single sum
payment and any annuity that is an optional form of retirement benefit.
However, the full flexibility option shall not be available if the
Beneficiary is not the spouse of the deceased Member.




Election of an optional form is subject to the qualified election
provisions of Section 6.03 and the distribution requirements of Article
VII.




SECTION 6.03 - ELECTION PROCEDURES.




The Member, Beneficiary, or spouse shall make any election under this section in
writing. The Plan Administrator may require such individual to complete and sign
any necessary documents as to the provisions to be made. Any election permitted
under (a) and (b) below shall be subject to the qualified election provisions of


(c) below.




a)    Retirement Benefits. A Member may elect his Beneficiary or Contingent
Annuitant and may elect to have retirement benefits distributed under any
of the optional forms of retirement benefit available in Section 6.02.




b)    Death Benefits. A Member may elect his Beneficiary and may elect to have
death benefits distributed under any of the optional forms of death
benefit available in Section 6.02.




If the Member has not elected an optional form of distribution for the
death benefit payable to his Beneficiary, the Beneficiary may, for his own
benefit, elect the form of distribution, in like manner as a Member.




The Member may waive the Qualified Preretirement Survivor Annuity by
naming someone other than his spouse as Beneficiary.




In lieu of the Qualified Preretirement Survivor Annuity described in


Section 6.01, the spouse may, for his own benefit, waive the Qualified
Preretirement Survivor Annuity by electing to have the benefit distributed
under any of the optional forms of death benefit available in Section
6.02.




c)    Qualified Election. The Member, Beneficiary, or spouse may make an
election at any time during the election period. The Member, Beneficiary,
or spouse may revoke the election made (or make a new election) at any
time and any number of times during the election period. An election is
effective only if it meets the consent requirements below.




56









1)    Election Period for Retirement Benefits. The election period as to
retirement benefits is the 90-day period ending on the Annuity
Starting Date. An election to waive the Qualified Joint and Survivor
Annuity may not be made before the date the Member is provided with
the notice of the ability to waive the Qualified Joint and Survivor
Annuity. If the Member elects a full flexibility option, he may
revoke his election at any time before his first Distribution
Calendar Year, as defined in Article VII. When he elects to have
benefits begin again, he shall have a new Annuity Starting Date. His
election period for this election is the 90-day period ending on the
Annuity Starting Date for the optional form of retirement benefit
elected.




2)    Election Period for Death Benefits. A Member may make an election as
to death benefits at any time before he dies. The spouse's election
period begins on the date the Member dies and ends on the date
benefits begin. The Beneficiary's election period begins on the date
the Member dies and ends on the date benefits begin.




An election to waive the Qualified Preretirement Survivor Annuity
may not be made by the Member before the date he is provided with
the notice of the ability to waive the Qualified Preretirement
Survivor Annuity. A Member's election to waive the Qualified
Preretirement Survivor Annuity which is made before the first day of
the Plan Year in which he reaches age 35 shall become invalid on
such date. An election made by a Member after he ceases to be an
Employee will not become invalid on the first day of the Plan Year
in which he reaches age 35 with respect to death benefits from that
part of his Account resulting from Contributions made before he
ceased to be an Employee.




3)    Consent to Election. If the Member's Vested Account exceeds $5,000
($3,500 for Plan Years beginning before August 6, 1997), any benefit
which is (i) immediately distributable or (ii) payable in a form
other than a Qualified Joint and Survivor Annuity or a Qualified
Preretirement Survivor Annuity, requires the consent of the Member
and the Member's spouse (or where either the Member or the spouse
has died, the survivor). Such consent shall also be required if the
Member's Vested Account at the time of any prior distribution
exceeded $5,000 ($3,500 for Plan Years beginning before August 6,
1997). The rule in the preceding sentence shall not apply effective
October 17, 2000. However, consent will still be required if the
Member had previously had an Annuity Starting Date with respect to
any portion of such Vested Account.




The consent of the Member or spouse to a benefit which is
immediately distributable must not be made before the date the
Member or spouse is provided with the notice of the ability to defer
the distribution. Such consent shall be in writing.




The consent shall not be made more than 90 days before the Annuity
Starting Date. Spousal consent is not required for a benefit which
is immediately distributable in a Qualified Joint and Survivor
Annuity. Furthermore, if spousal consent is not required because the
Member is electing an optional form of retirement benefit that is
not a life annuity pursuant to (d) below, only the Member need
consent to the distribution of a benefit payable in a form that is
not a life annuity and which is immediately distributable. Neither
the consent of the Member nor the Member's spouse shall be required
to the extent that a distribution is required to satisfy Code


Section 401(a)(9) or 415.




In addition, upon termination of this Plan, if the Plan does not
offer an annuity option (purchased from a commercial provider), and
if we (or any entity within the same Controlled Group) do not
maintain another defined contribution plan (other than an employee
stock ownership plan as defined in Code Section 4975(e)(7)), the
Member's Account balance will, without the Member's consent, be
distributed to the Member. However, if any entity within the same
Controlled Group maintains another defined




57









contribution plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7)) then the Member's Account will
be transferred, without the Member's consent, to the other plan if
the Member does not consent to an immediate distribution.




A benefit is immediately distributable if any part of the benefit
could be distributed to the Member (or surviving spouse) before the
Member attains (or would have attained if not deceased) the older of
Normal Retirement Age or age 62.




If the Qualified Joint and Survivor Annuity is waived, the spouse
has the right to limit consent only to a specific Beneficiary or a
specific form of benefit. The spouse can relinquish one or both such
rights. Such consent shall be made in writing. The consent shall not
be made more than 90 days before the Annuity Starting Date. If the
Qualified Preretirement Survivor Annuity is waived, the spouse has
the right to limit consent only to a specific Beneficiary. Such
consent shall be in writing. The spouse's consent shall be witnessed
by a plan representative or notary public. The spouse's consent must
acknowledge the effect of the election, including that the spouse
had the right to limit consent only to a specific Beneficiary or a
specific form of benefit, if applicable, and that the relinquishment
of one or both such rights was voluntary. Unless the consent of the
spouse expressly permits designations by the Member without a
requirement of further consent by the spouse, the spouse's consent
must be limited to the form of benefit, if applicable, and the
Beneficiary (including any Contingent Annuitant), class of
Beneficiaries, or contingent Beneficiary named in the election.




Spousal consent is not required, however, if the Member establishes
to the satisfaction of the plan representative that the consent of
the spouse cannot be obtained because there is no spouse or the
spouse cannot be located. A spouse's consent under this paragraph
shall not be valid with respect to any other spouse. A Member may
revoke a prior election without the consent of the spouse. Any new
election will require a new spousal consent, unless the consent of
the spouse expressly permits such election by the Member without
further consent by the spouse. A spouse's consent may be revoked at
any time within the Member's election period.




d)    Special Rule for Profit Sharing Plans. This subparagraph (d) applies if
the Plan is not a direct or indirect transferee after December 31, 1984,
of a defined benefit plan, money purchase plan, target benefit plan, stock
bonus plan, or profit sharing plan which is subject to the survivor
annuity requirements of Code Sections 401(a)(11) and 417. If the above
condition is met, spousal consent is not required for electing an optional
form of retirement benefit that is not a life annuity. If such condition
is not met, such consent requirements shall be operative.




SECTION 6.04 - NOTICE REQUIREMENTS.




a)    Optional Forms of Retirement Benefit and Right to Defer. The Plan
Administrator shall furnish to the Member and the Member's spouse a
written explanation of the optional forms of retirement benefit in Section
6.02, including the material features and relative values of these
options, in a manner that would satisfy the notice requirements of Code


Section 417(a)(3) and the right of the Member and the Member's spouse to
defer distribution until the benefit is no longer immediately
distributable.




The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Member and the
Member's spouse no less than 30 days, and no more than 90 days, before the
Annuity Starting Date.




The Member (and spouse, if applicable) may waive the 30-day election
period if the distribution of the elected form of retirement benefit
begins more than 7 days after the Plan Administrator provides the Member
(and spouse, if applicable) the written explanation provided that: (i) the




58









Member has been provided with information that clearly indicates that the
Member has at least 30 days to consider the decision of whether or not to
elect a distribution and a particular distribution option, (ii) the Member
is permitted to revoke any affirmative distribution election at least
until the Annuity Starting Date or, if later, at any time prior to the
expiration of the 7-day period that begins the day after the explanation
is provided to the Member, and (iii) the Annuity Starting Date is a date
after the date that the written explanation was provided to the Member.




b)    Qualified Joint and Survivor Annuity. The Plan Administrator shall furnish
to the Member a written explanation of the following: the terms and
conditions of the Qualified Joint and Survivor Annuity; the Member's right
to make, and the effect of, an election to waive the Qualified Joint and
Survivor Annuity; the rights of the Member's spouse; and the right to
revoke an election and the effect of such a revocation.




The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Member no less than 30
days, and no more than 90 days, before the Annuity Starting Date.




The Member (and spouse, if applicable) may waive the 30-day election
period if the distribution of the elected form of retirement benefit
begins more than 7 days after the Plan Administrator provides the Member
(and spouse, if applicable) the written explanation provided that: (i) the
Member has been provided with information that clearly indicates that the
Member has at least 30 days to consider whether to waive the Qualified
Joint and Survivor Annuity and elect (with spousal consent, if applicable)
a form of distribution other than a Qualified Joint and Survivor Annuity,


(ii) the Member is permitted to revoke any affirmative distribution
election at least until the Annuity Starting Date or, if later, at any
time prior to the expiration of the 7-day period that begins the day after
the explanation of the Qualified Joint and Survivor Annuity is provided to
the Member, and (iii) the Annuity Starting Date is a date after the date
that the written explanation was provided to the Member.




After the written explanation is given, a Member or spouse may make a
written request for additional information. The written explanation must
be personally delivered or mailed (first class mail, postage prepaid) to
the Member or spouse within 30 days from the date of the written request.
The Plan Administrator does not need to comply with more than one such
request by a Member or spouse.




The Plan Administrator's explanation shall be written in nontechnical
language and will explain the terms and conditions of the Qualified Joint
and Survivor Annuity and the financial effect upon the Member's benefit
(in terms of dollars per benefit payment) of electing not to have benefits
distributed in accordance with the Qualified Joint and Survivor Annuity.




c)    Qualified Preretirement Survivor Annuity. The Plan Administrator shall
furnish to the Member a written explanation of the following: the terms
and conditions of the Qualified Preretirement Survivor Annuity; the
Member's right to make, and the effect of, an election to waive the
Qualified Preretirement Survivor Annuity; the rights of the Member's
spouse; and the right to revoke an election and the effect of such a
revocation.




The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Member within the
applicable period. The applicable period for a Member is whichever of the
following periods ends last:




1)    the period beginning one year before the date the individual becomes
a Member and ending one year after such date; or




2)    the period beginning one year before the date the Member's spouse is
first entitled to a Qualified Preretirement Survivor Annuity and
ending one year after such date.




59









If such notice is given before the period beginning with the first day of
the Plan Year in which the Member attains age 32 and ending with the close
of the Plan Year preceding the Plan Year in which the Member attains age
35, an additional notice shall be given within such period. If a Member
ceases to be an Employee before attaining age 35, an additional notice
shall be given within the period beginning one year before the date he
ceases to be an Employee and ending one year after such date.




After the written explanation is given, a Member or spouse may make a
written request for additional information. The written explanation must
be personally delivered or mailed (first class mail, postage prepaid) to
the Member or spouse within 30 days from the date of the written request.
The Plan Administrator does not need to comply with more than one such
request by a Member or spouse.




The Plan Administrator's explanation shall be written in nontechnical
language and will explain the terms and conditions of the Qualified
Preretirement Survivor Annuity and the financial effect upon the spouse's
benefit (in terms of dollars per benefit payment) of electing not to have
benefits distributed in accordance with the Qualified Preretirement
Survivor Annuity.




SECTION 6.05 - TRANSITIONAL RULES.




a)    Any living Member not receiving benefits on August 23, 1984, who would
otherwise not receive the benefits prescribed by the previous sections of
this article, must be given the opportunity to elect to have the prior
sections of this article apply if such Member is credited with at least
one Hour of Service under this Plan, or a predecessor plan, in a Plan Year
beginning on or after January 1, 1976, and such Member had at least ten
Years of Service when he separated from service.




b)    Any living Member not receiving benefits on August 23, 1984, who was
credited with at least one Hour of Service under this Plan, or a
predecessor plan, on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1,
1976, must be given the opportunity to elect to have his benefits paid in
accordance with (d) below.




c)    The respective opportunities to elect (as described in (a) and (b) above)
must be afforded to the appropriate Members during the period beginning on
August 23, 1984, and ending on the date benefits would otherwise begin to
such Members.




d)    Any Member who has elected according to (b) above and any Member who does
not elect under (a) above or who meets the requirements of (a) above
except that such Member does not have at least ten Years of Service when
he separates from service, shall have his benefits distributed in
accordance with all of the following requirements if benefits would have
been payable in the form of a life annuity:




1)    Automatic Joint and Survivor Annuity. If benefits in the form of a
life annuity become payable to a married Member who:




i)    begins to receive payments under the Plan on or after his
Normal Retirement or




ii)   dies on or after his Normal Retirement Age while still working
for us; or




iii)  begins to receive payments on or after his qualified early
retirement age; or




iv)   separates from service on or after attaining his Normal
Retirement Age (or his




60









qualified early retirement age) and after satisfying the
eligibility requirements for the payment of benefits under the
Plan and thereafter dies before beginning to receive such
benefits;




then such benefits shall be paid under the Qualified Joint and Survivor
Annuity, unless the Member has elected otherwise during the election
period. The election period must begin at least six months before the
Member attains his qualified early retirement age and end not more than 90
days before benefits begin. Any election hereunder shall be in writing and
may be changed by the Member at any time.




2)    Election of Early Survivor Annuity. A Member who is employed after
attaining his qualified early retirement age shall be given the
opportunity to elect, during the election period, to have a
Qualified Preretirement Survivor Annuity payable on death. If the
Member elects the Qualified Preretirement Survivor Annuity, payments
under such annuity must not be less than the payments which would
have been made to the spouse under the Qualified Joint and Survivor
Annuity if the Member had retired on the day before his death.




Any election under this provision shall be in writing and may be
changed by the Member at any time. The election period begins on the
later of (i) the 90th day before the Member attains his qualified
early retirement age, or (ii) the date on which participation
begins, and ends on the date he terminates employment.




3)    For purposes of this subparagraph (d), qualified early retirement
age is the latest of:




i)    the earliest date, under the Plan, on which the Member may
elect to receive retirement benefits,




ii)   the first day of the 120th month beginning before the Member
reaches his Normal Retirement Age, or




iii)  the date the Member begins participation.





ARTICLE VIA


DISTRIBUTION OF BENEFITS FOR PLANS WHICH DO NOT PROVIDE FOR LIFE ANNUITIES





The provisions of this article shall apply if Item AA(1)(a) is selected. The
provisions of Article VI shall apply if Item AA(1)(a) is not selected.




SECTION 6A.01 - AUTOMATIC FORMS OF DISTRIBUTION.




Unless an optional form of benefit is selected pursuant to a qualified election
within the election period (see Section 6A.03), the automatic form of benefit
payable to or on behalf of a Member is determined as follows:




a)    Retirement Benefits. The automatic form of retirement benefit for a Member
who does not die before his Annuity Starting Date shall be a single sum
payment except as provided in the following sentence. If Items U(5)(a) and
U(5)(a)(iv)B of the Adoption Agreement- Nonstandard are selected, the
automatic form of retirement benefit for that portion of a Member's
Account which is held in the Qualifying Employer Securities Fund shall be
a distribution in kind.




b)    Death Benefits. The automatic form of death benefit for a Member who dies
before his Annuity Starting Date shall be a single sum payment to the
Member's Beneficiary.




61









SECTION 6A.02 - OPTIONAL FORMS OF DISTRIBUTION.




a)    Retirement Benefits.




1)    If Item AA(1)(a)(i) is selected, the only form of retirement benefit
is a single sum payment except as provided below:




i)    If Items U(5)(a) and U(5)(a)(iv)B of the Adoption Agreement-
Nonstandard are selected, the only form of retirement benefit
for that portion of a Member's Account which is held in the
Qualifying Employer Securities Fund is a distribution in kind.




ii)   If Item U(5)(a) of the Adoption Agreement- Nonstandard is
selected and Items U(5)(a)(iv)A and B of the Adoption
Agreement- Nonstandard are not selected, the optional forms of
retirement benefit for that portion of a Member's Account
which is held in the Qualifying Employer Securities Fund are a
single sum payment and a distribution in kind.




iii)  The optional forms of retirement benefit for that portion of a
Member's Account which is held in the Self-directed Brokerage
Account are a single sum payment and a distribution in kind.




Election of an optional form is subject to the qualified
election provisions of Section 6A.03 and the distribution
requirements of Article VII.




2)    If Item AA(1)(a)(i) is not selected, the optional forms of
retirement benefit shall be the following: (i) a single sum payment
and (ii) fixed period annuities for any period of whole months which
is not less than 60 and does not exceed the Life Expectancy, as
defined in Article VII, of the Member where the Life Expectancy, as
defined in Article VII, is not recalculated. That portion of a
Member's Account which is held in the Qualifying Employer Securities
Fund may be distributed in kind. That portion of a Member's Account
which is held in the Self-directed Brokerage Account may be
distributed in kind. The optional forms shall be modified as
provided below:




i)    If Item U(5)(a)(iv)A of the Adoption Agreement- Nonstandard is
selected, a distribution in kind shall not be available for
that portion of a Member's Account which is held in the
Qualifying Employer Securities Fund.




ii)   If Item U(5)(a)(iv)B of the Adoption Agreement- Nonstandard is
selected, a distribution in a single sum payment shall not be
available for that portion of a Member's Account which is held
in the Qualifying Employer Securities Fund.




iii)  The optional forms of retirement benefit for that portion of a
Member's Account which is held in the Self-directed Brokerage
Account are a single sum payment and a distribution in kind.




Election of an optional form is subject to the qualified
election provisions of Section 6A.03 and the distribution
requirements of Article VII.




Any annuity contract distributed shall be nontransferable. The
terms of any annuity contract purchased and distributed by the
Plan to a Member or spouse shall comply with the requirements
of this Plan.




b)    Death Benefits.




1)    If Item AA(1)(a)(i) is selected, the only form of death benefit is a
single sum payment.




62









2)    If Item AA(1)(a)(i) is not selected, the optional forms of death
benefit are a single sum payment and any annuity that is an optional
form of retirement benefit.




Election of an optional form is subject to the qualified election
provisions of Section 6A.03 and the distribution requirements of
Article VII.




SECTION 6A.03 - ELECTION PROCEDURES.




The Member or Beneficiary, if applicable, shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.




a)    Retirement Benefits.




1)    If Item AA(1)(a)(i) is selected, no election can be made. However,
if Item U(5)(a) of the Adoption Agreement - Nonstandard is selected
and Items U(5)(a)(iv)A and B of the Adoption Agreement - Nonstandard
are not selected, a Member may elect to have retirement benefits
from that portion of his Account which is held in the Qualifying
Employer Securities Fund distributed under any of the optional forms
of retirement benefit available in Section 6A.02.




2)    If Item AA(1)(a)(i) is not selected, a Member may elect his
Beneficiary and may elect to have retirement benefits distributed
under any of the optional forms of retirement benefit available in


Section 6A.02.




3)    In addition, a Member may elect to have retirement benefits from his
Self-directed Brokerage Account distributed under any of the
optional forms of retirement benefit available in Section 6A.02.




b)    Death Benefits.




1)    If Item AA(1)(a)(i) is selected, a Member may elect his Beneficiary.




2)    If Item AA(1)(a)(i) is not selected, a Member may elect his
Beneficiary and may elect to have death benefits distributed under
any of the optional forms of death benefit available in Section
6A.02.




If the Member has not elected an optional form of distribution for
the death benefit payable to his Beneficiary, the Beneficiary may,
for his own benefit, elect the form of distribution, in like manner
as a Member.




c)    Qualified Election. The Member or Beneficiary, if applicable, may make an
election at any time during the election period. The Member or
Beneficiary, if applicable, may revoke the election made (or make a new
election) at any time and any number of times during the election period.
An election is effective only it if meets the consent requirements below.




1)    Election Period for Retirement Benefits. The Member, if applicable,
may make an election as to retirement benefits at any time before
the Annuity Starting Date.




2)    Election Period for Death Benefits. A Member may make an election as
to death benefits at any time before he dies. The Beneficiary's
election period, if applicable, begins on the date the Member dies
and ends on the date benefits begin.




63









3)    Consent to Election. If the Member's Vested Account exceeds $5,000
($3,500 for Plan Years beginning before August 6, 1997), any benefit
which is immediately distributable requires the consent of the
Member. Such consent shall also be required if the Member's Vested
Account at the time of any prior distribution exceeded $5,000
($3,500 for Plan Years beginning before August 6, 1997). However,
for distributions made after March 21, 1999 and before October 17,
2000, such consent shall only be required if the Member's Vested
Account exceeds $5,000 or the Member had previously had an Annuity
Starting Date with respect to any portion of such Vested Account.
For distributions made on or after October 17, 2000, such consent
shall only be required if the Member's Vested Account exceeds
$5,000.




The consent of the Member to a benefit which is immediately
distributable must not be made before the date the Member is
provided with the notice of the ability to defer the distribution.
Such consent shall be made in writing.




The consent shall not be made more than 90 days before the Annuity
Starting Date. The consent of the Member shall not be required to
the extent that a distribution is required to satisfy Code Section
401(a)(9) or 415.




In addition, upon termination of this Plan, if the Plan does not
offer an annuity option (purchased from a commercial provider), and
if we (or any entity within the same Controlled Group) do not
maintain another defined contribution plan (other than an employee
stock ownership plan as defined in Code Section 4975(e)(7)), the
Member's Account balance will, without the Member's consent, be
distributed to the Member. However, if any entity within the same
Controlled Group maintains another defined contribution plan (other
than an employee stock ownership plan as defined in Code Section
4975(e)(7)) then the Member's Account will be transferred, without
the Member's consent, to the other plan if the Member does not
consent to an immediate distribution.




A benefit is immediately distributable if any part of the benefit
could be distributed to the Member before the Member attains the
older of Normal Retirement Age or age 62.




Spousal consent is needed to name a Beneficiary other than the
Member's spouse. If the Member names a Beneficiary other than his
spouse, the spouse has the right to limit consent only to a specific
Beneficiary. The spouse can relinquish such right. Such consent
shall be made in writing. The spouse's consent shall be witnessed by
a plan representative or notary public. The spouse's consent must
acknowledge the effect of the election, including that the spouse
had the right to limit consent only to a specific Beneficiary and
that the relinquishment of such right was voluntary. Unless the
consent of the spouse expressly permits designations by the Member
without a requirement of further consent by the spouse, the spouse's
consent must be limited to the Beneficiary, class of Beneficiaries,
or contingent Beneficiary named in the election.




Spousal consent is not required, however, if the Member establishes
to the satisfaction of the plan representative that the consent of
the spouse cannot be obtained because there is no spouse or the
spouse cannot be located. A spouse's consent under this paragraph
shall not be valid with respect to any other spouse. A Member may
revoke a prior election without the consent of the spouse. Any new
election will require a new spousal consent, unless the consent of
the spouse expressly permits such election by the Member without
further consent by the spouse. A spouse's consent may be revoked at
any time within the Member's election period.




64









SECTION 6A.04 - NOTICE REQUIREMENTS.




If Item AA(1)(a)(i) is selected, the provisions of (a) below apply unless Item
U(5)(a) of the Adoption Agreement - Nonstandard is selected and Items
U(5)(a)(iv)A and B of the Adoption Agreement - Nonstandard are not selected. In
that case, the provisions of (b) below apply. If Item AA(1)(a)(i) is not
selected, the provisions of (b) below apply.




a)    Right to Defer. The Plan Administrator shall furnish to the Member a
written explanation of the right of the Member to defer distribution until
the benefit is no longer immediately distributable.




The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Member no less than 30
days, and no more than 90 days, before the Annuity Starting Date.




However, distribution may begin less than 30 days after the notice
described in this subparagraph is given, provided the Plan Administrator
clearly informs the Member that he has a right to a period of at least 30
days after receiving the notice to consider the decision of whether or not
to elect a distribution, and the Member, after receiving the notice,
affirmatively elects a distribution.




b)    Optional Forms of Retirement Benefit and Right to Defer. The Plan
Administrator shall furnish to the Member a written explanation of the
optional forms of retirement benefit in Section 6A.02, including the
material features and relative values of these options, in a manner that
would satisfy the notice requirements of Code Section 417(a)(3) and the
right of the Member to defer distribution until the benefit is no longer
immediately distributable.




The Plan Administrator shall furnish the written explanation by a method
reasonably calculated to reach the attention of the Member no less than 30
days, and no more than 90 days, before the Annuity Starting Date.




However, distribution may begin less than 30 days after the notice
described in this subparagraph is given, provided the Plan Administrator
clearly informs the Member that he has a right to a period of at least 30
days after receiving the notice to consider the decision of whether or not
to elect a distribution (and if applicable, a particular distribution
option), and the Member, after receiving the notice, affirmatively elects
a distribution.





ARTICLE VII


DISTRIBUTION REQUIREMENTS





SECTION 7.01 - APPLICATION.




The optional forms of distribution are only those provided in Article VI and
VIA, whichever applies. An optional form of distribution shall not be permitted
unless it meets the requirements of this article. The timing of any distribution
must meet the requirements of this article.




SECTION 7.02 - DEFINITIONS.




For purposes of this article, the following terms are defined:




APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last Survivor
Expectancy) calculated using the attained age of the Member (or Designated
Beneficiary) as of the Member's (or Designated Beneficiary's) birthday in the
applicable calendar year reduced by one for each calendar year which has elapsed
since the date Life Expectancy was first calculated. If Life




65









Expectancy is being recalculated, the Applicable Life Expectancy shall be the
Life Expectancy as so recalculated. The applicable calendar year shall be the
first Distribution Calendar Year, and if Life Expectancy is being recalculated,
such succeeding calendar year.




DESIGNATED BENEFICIARY means the individual who is designated as the beneficiary
under the Plan in accordance with Code Section 401(a)(9) and the proposed
regulations thereunder.




DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
distribution is required. For distributions beginning before the Member's death,
the first Distribution Calendar Year is the calendar year immediately preceding
the calendar year which contains the Member's Required Beginning Date. For
distributions beginning after the Member's death, the first Distribution
Calendar Year is the calendar year in which distributions are required to begin
pursuant to subparagraph (e) of Section 7.03.




5-PERCENT OWNER means a 5-percent owner as defined in Code Section 416. A Member
is treated as a 5-percent Owner for purposes of this article if such Member is a
5-percent Owner at any time during the Plan Year ending with or within the
calendar year in which such owner attains age 70 1/2.




In addition, a Member is treated as a 5-percent Owner for purposes of this
article if such Member becomes a 5-percent Owner in a later Plan Year. Such
Member's Required Beginning Date shall not be later than the April 1 of the
calendar year following the calendar year in which such later Plan Year ends.




Once distributions have begun to a 5-percent Owner under this article, they must
continue to be distributed, even if the Member ceases to be a 5-percent Owner in
a subsequent year.




JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor expectancy
computed using the expected return multiples in Table VI of section 1.72-9 of
the Income Tax Regulations.




Unless otherwise elected by the Member by the time distributions are required to
begin, life expectancies shall be recalculated annually. Such election shall be
irrevocable as to the Member and shall apply to all subsequent years. The life
expectancy of a nonspouse Beneficiary may not be recalculated.




LIFE EXPECTANCY means life expectancy computed using the expected return
multiples in Table V of section 1.72-9 of the Income Tax Regulations.




Unless otherwise elected by the Member (or spouse, in the case of distributions
described in (e)(2)(ii) of Section 7.03) by the time distributions are required
to begin, life expectancy shall be recalculated annually. Such election shall be
irrevocable as to the Member (or spouse) and shall apply to all subsequent
years. The life expectancy of a nonspouse Beneficiary may not be recalculated.





MEMBER'S BENEFIT means:





a)    The Account balance as of the last Valuation Date in the calendar year
immediately preceding the Distribution Calendar Year (valuation calendar
year) increased by the amount of any contributions or forfeitures
allocated to the Account balance as of the dates in the valuation calendar
year after the Valuation Date and decreased by distributions made in the
valuation calendar year after the Valuation Date.




66









b)    Exception For Second Distribution Calendar Year. For purposes of (a)
above, if any portion of the minimum distribution for the first
Distribution Calendar Year is made in the second Distribution Calendar
Year on or before the Required Beginning Date, the amount of the minimum
distribution made in the second Distribution Calendar Year shall be
treated as if it had been made in the immediately preceding Distribution
Calendar Year.




REQUIRED BEGINNING DATE means the date specified in Item Z(5).




If Item Z(5)(a) is not selected and the Plan previously provided for a Required
Beginning Date based on age 70 1/2 for all Members, the preretirement age 70 1/2
distribution option is only eliminated with respect to Members who reach age
70 1/2 in or after a calendar year that begins after the later of December 31,
1998, or the adoption date of the amendment which eliminated such option. The
preretirement age 70 1/2 distribution option is an optional form of benefit
under which benefits payable in a particular distribution form (including any
modifications that may be elected after benefits begin) begin at a time during
the period that begins on or after January 1 of the calendar year in which the
Member attains age 70 1/2 and ends April 1 of the immediately following calendar
year.




If Item Z(5)(a) is not selected and the Plan previously provided for a Required
Beginning Date based on age 70 1/2 for all Members, the options available for
Members who are not 5-percent Owners and attained age 70 1/2 in calendar years
before the calendar year that begins after the later of December 31, 1998, or
the adoption date of the amendment which eliminated the preretirement age 70 1/2
distribution shall be those provided in Items Z(5)(b) and (c).




SECTION 7.03 - DISTRIBUTION REQUIREMENTS.




a)    General Rules.




1)    Subject to Section 6.01, joint and survivor annuity requirements, if
applicable, the requirements of this article shall apply to any
distribution of a Member's interest and shall take precedence over
any inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this article apply to calendar years
beginning after December 31, 1984.




2)    All distributions required under this article shall be determined
and made in accordance with the proposed regulations under Code


Section 401(a)(9), including the minimum distribution incidental
benefit requirement of section 1.401 (a)(9)-2 of the proposed
regulations.




3)    With respect to distributions under the Plan made on or after June
14, 2001, for calendar years beginning on or after January 1, 2001,
the Plan will apply the minimum distribution requirements of Code


Section 401(a)(9) in accordance with the regulations under Code


Section 401(a)(9) that were proposed on January 17, 2001 (the 2001
Proposed Regulations), notwithstanding any provision of the Plan to
the contrary. If the total amount of required minimum distributions
made to a Member for 2001 prior to June 14, 2001, are equal to or
greater than the amount of required minimum distributions under the
2001 Proposed Regulations, then no additional distributions are
required for such Member for 2001 on or after such date. If the
total amount of required minimum distributions made to a Member for
2001 prior to June 14, 2001, are less than the amount determined
under the 2001 Proposed Regulations, then the amount of required
minimum distributions for 2001 on or after such date will be
determined so that the total amount of required minimum
distributions for 2001 is the amount determined under the 2001
Proposed Regulations. These provisions shall continue in effect
until the last calendar year beginning before the effective date of
final regulations under Code Section 401(a)(9) or such other date as
may be published by the Internal Revenue Service.




67









b)    Required Beginning Date. The entire interest of a Member must be
distributed or begin to be distributed no later than the Member's Required
Beginning Date.




c)    Limits on Distribution Periods. As of the first Distribution Calendar
Year, distributions, if not made in a single sum, may only be made over
one of the following periods (or combination thereof):




1)    the life of the Member,




2)    the life of the Member and a Designated Beneficiary,




3)    a period certain not extending beyond the Life Expectancy of the
Member, or




4)    a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Member and a Designated Beneficiary.




d)    Determination of Amount To Be Distributed Each Year. If the Member's
interest is to be distributed in other than a single sum, the following
minimum distribution rules shall apply on or after the Required Beginning
Date:




1)    Individual Account.




i)    If a Member's Benefit is to be distributed over




A.    a period not extending beyond the Life Expectancy of the
Member or the Joint and Last Survivor Expectancy of the
Member and the Member's Designated Beneficiary, or




B.    a period not extending beyond the Life Expectancy of the
Designated Beneficiary,




the amount required to be distributed for each calendar year
beginning with the distributions for the first Distribution
Calendar Year, must be at least equal to the quotient obtained
by dividing the Member's Benefit by the Applicable Life
Expectancy.




ii)   For calendar years beginning before January 1, 1989, if the
Member's spouse is not the Designated Beneficiary, the method
of distribution selected must assure that at least 50 percent
of the present value of the amount available for distribution
is paid within the Life Expectancy of the Member.




iii)  For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first Distribution Calendar Year shall
not be less than the quotient obtained by dividing the
Member's Benefit by the lesser of:




A.    the Applicable Life Expectancy, or




B.    if the Member's spouse is not the Designated
Beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of section 1.401(a)(9)-2 of the
proposed regulations.




Distributions after the death of the Member shall be
distributed using the Applicable Life Expectancy in (1)(i)
above as the relevant divisor without regard to section
1.401(a)(9)-2 of the proposed regulations.




68









iv)   The minimum distribution required for the Member's first
Distribution Calendar Year must be made on or before the
Member's Required Beginning Date. The minimum distribution for
other calendar years, including the minimum distribution for
the Distribution Calendar Year in which the Member's Required
Beginning Date occurs, must be made on or before December 31
of that Distribution Calendar Year.




2)    Other Forms. If the Member's Benefit is distributed in the form of
an annuity purchased from an insurance company, distributions
thereunder shall be made in accordance with the requirements of Code


Section 401(a)(9) and the proposed regulations thereunder.




e)    Death Distribution Provisions.




1)    Distribution Beginning Before Death. If the Member dies after
distribution of his interest has begun, the remaining portion of
such interest shall continue to be distributed at least as rapidly
as under the method of distribution being used prior to the Member's
death.




2)    Distribution Beginning After Death.




i)    If the Member dies before distribution of his interest begins,
distribution of the Member's entire interest shall be
completed by December 31 of the calendar year containing the
fifth anniversary of the Member's death except to the extent
that an election is made to receive distributions in
accordance with A or B below:




A.    if any portion of the Member's interest is payable to a
Designated Beneficiary, distributions may be made over
the life or over a period certain not greater than the
Life Expectancy of the Designated Beneficiary beginning
on or before December 31 of the calendar year
immediately following the calendar year in which the
Member died;




B.    if the Designated Beneficiary is the Member's surviving
spouse, the date distributions are required to begin in
accordance with A above shall not be earlier than the
later of:




1.    December 31 of the calendar year immediately
following the calendar year in which the Member
died, or




2.    December 31 of the calendar year in which the
Member would have attained age 70 1/2.




ii)   If the Member has not made an election pursuant to this (e)(2)
by the time of his death, the Member's Designated Beneficiary
must elect the method of distribution no later than the
earlier of:




A.    December 31 of the calendar year in which distributions
would be required to begin under this subparagraph, or




B.    December 31 of the calendar year which contains the
fifth anniversary of the date of death of the Member.




iii)  If the Member has no Designated Beneficiary, or if the
Designated Beneficiary does not elect a method of
distribution, distribution of the Member's entire interest
must be completed by December 31 of the calendar year
containing the fifth anniversary of the Member's death.




69









3)    For purposes of (e)(2) above, if the surviving spouse dies after the
Member, but before payments to such spouse begin, the provisions of


(e)(2) above, with the exception of (e)(2)(i)B therein, shall be
applied as if the surviving spouse were the Member.




4)    For purposes of this (e), distribution of a Member's interest is
considered to begin on the Member's Required Beginning Date (or if


(e)(3) above is applicable, the date distribution is required to
begin to the surviving spouse pursuant to (e)(2) above). If
distribution in the form of an annuity irrevocably begins to the
Member before the Required Beginning Date, the date distribution is
considered to begin is the date distribution actually begins.




SECTION 7.04 - TRANSITIONAL RULE.




a)    Notwithstanding the other requirements of this article and subject to the
joint and survivor annuity requirements of Article VI, if applicable,
distribution on behalf of any Member, including a 5-percent Owner, may be
made in accordance with all of the following requirements (regardless of
when such distribution begins):




1)    The distribution by the Plan is one which would not have
disqualified such Plan under Code Section 401(a)(9) as in effect
prior to amendment by the Deficit Reduction Act of 1984.




2)    The distribution is in accordance with a method of distribution
designated by the Member whose interest in the Plan is being
distributed or, if the Member is deceased, by a Beneficiary of such
Member.




3)    Such designation was in writing, was signed by the Member or the
Beneficiary, and was made before January 1, 1984.




4)    The Member had accrued a benefit under the Plan as of December 31,
1983.




5)    The method of distribution designated by the Member or the
Beneficiary specifies the time at which distribution will begin, the
period over which distributions will be made, and in the case of any
distribution upon the Member's death, the Beneficiaries of the
Member listed in order of priority.




b)    A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required
information described above with respect to the distributions to be made
upon the death of the Member.




c)    For any distribution which begins before January 1, 1984, but continues
after December 31, 1983, the Member, or Beneficiary, to whom such
distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies
the requirements in (a)(1) and (5) above.




d)    If a designation is revoked, any subsequent distribution must satisfy the
requirements of Code Section 401(a)(9) and the proposed regulations
thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Plan must distribute by the end
of the calendar year following the calendar year in which the revocation
occurs, the total amount not yet distributed which would have been
required to have been distributed to satisfy Code Section 401(a)(9) and
the proposed regulations thereunder, but for the section 242(b)(2)
election. For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit
requirements in section 1.401(a)(9)-2 of the proposed regulations. Any
changes in the designation will be considered to be a revocation of the
designation. However, the mere substitution or addition of another
Beneficiary (one not




70









named in the designation) under the designation will not be considered a
revocation of the designation, so long as such substitution or addition
does not alter the period over which distributions are to be made under
the designation, directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an amount is transferred or
rolled over from one plan to another plan, the rules in Q&A J-2 and J-3 in
section 1.401 (a)(9)-2 of the proposed regulations shall apply.





ARTICLE VIII


TERMINATION OF THE PLAN





We expect to continue the Plan indefinitely, but reserve the right to terminate
the Plan in whole or in part at any time upon giving written notice to all
parties concerned. Complete discontinuance of Contributions constitutes complete
termination of the Plan.




The Account of each Member shall be fully (100%) vested and nonforfeitable as of
the effective date of complete termination of the Plan. The Account of each
Member who is included in the group of Members deemed to be affected by the
partial termination of the Plan shall be fully (100%) vested and nonforfeitable
as of the effective date of the partial termination of the Plan. The Member's
Vested Account shall continue to participate in the earnings credited, expenses
charged, and any appreciation or depreciation of the Investment Fund until his
Vested Account is distributed.




A Member's Account which does not result from Elective Deferral Contributions,
Qualified Nonelective Contributions and Qualified Matching Contributions may be
distributed to the Member after the effective date of the complete termination
of the Plan. A Member's Account resulting from such Contributions may be
distributed upon complete termination of the Plan, but only if neither we nor
any Controlled Group member maintain or establish a successor defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7), a simplified employee pension plan as defined in Code


Section 408(k) or a SIMPLE IRA plan as defined in Code Section 408(p)) and such
distribution is made in a lump sum. A distribution under this article shall be a
retirement benefit and shall be distributed to the Member according to the
provisions of Article VI or VIA, whichever applies.




The Member's entire Vested Account shall be paid in a single sum to the Member
as of the effective date of complete termination of the Plan if (i) the
requirements for distribution of Elective Deferral Contributions in the above
paragraph are met and (ii) consent of the Member is not required in Plan Section
6.03 or 6A.03, whichever is applicable, to distribute a benefit which is
immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.




Upon complete termination of the Plan, no more Employees shall become Members
and no more Contributions shall be made.




The assets of this Plan shall not be paid to us at any time, except that, after
the satisfaction of all liabilities under the Plan, any assets remaining may be
paid to us. The payment may not be made if it would contravene any provision of
law.




71










ARTICLE IX


ADMINISTRATION OF THE PLAN





SECTION 9.01 - ADMINISTRATION.




Subject to the provisions of this article, the Plan Administrator has complete
control of the administration of the Plan. The Plan Administrator has all the
powers necessary for it to properly carry out its administrative duties. Not in
limitation, but in amplification of the foregoing, the Plan Administrator has
complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may
arise under the Plan, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to which any
Member, Beneficiary, spouse, or Contingent Annuitant may become entitled. The
Plan Administrator's decisions upon all matters within the scope of its
authority are final.




Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator
may delegate recordkeeping and other duties which are necessary to assist it
with the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates, and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.




The Plan Administrator shall receive all claims for benefits by Members, former
Members, Beneficiaries, spouses, and Contingent Annuitants. The Plan
Administrator shall determine all facts necessary to establish the right of any
Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be
followed by Claimants in filing claims for benefits, in furnishing and verifying
proofs necessary to determine age, and in any other matters required to
administer the Plan.




SECTION 9.02 - EXPENSES.




Expenses of the Plan, to the extent that we do not pay such expenses, may be
paid out of the assets of the Plan provided that such payment is consistent with
ERISA. Such expenses include, but are not limited to, expenses for bonding
required by ERISA; expenses for recordkeeping and other administrative services;
fees and expenses of the Trustee or Annuity Contract; expenses for investment
education service; and direct costs that we incur with respect to the Plan.




SECTION 9.03 - RECORDS.




All acts and determinations of the Plan Administrator shall be duly recorded.
All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.




Writing (handwriting, typing, printing), photostating, photographing,
micro-filming, magnetic impulse, mechanical or electrical recording, or other
forms of data compilation shall be acceptable means of keeping records.




SECTION 9.04 - INFORMATION AVAILABLE.




Any Member in the Plan or any Beneficiary may examine copies of the Plan
description, latest annual report, any bargaining agreement, this Plan, the
Annuity Contract, or any other instrument under which the Plan was established
or is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable




72









business hours. Upon the written request of a Member or Beneficiary receiving
benefits under the Plan, the Plan Administrator shall furnish him with a copy of
any of these items. The Plan Administrator may make a reasonable charge to the
requesting person for the copy.




SECTION 9.05 - CLAIM AND APPEAL PROCEDURES.




A Claimant must submit any required forms and pertinent information when making
a claim for benefits under the Plan.




If a claim for benefits under the Plan is denied, the Plan Administrator shall
provide adequate written notice to any Claimant whose claim for benefits under
the Plan has been denied. The notice must be furnished within 90 days of the
date that the claim is received by the Plan Administrator. The Claimant shall be
notified in writing within this initial 90-day period if special circumstances
require an extension of time needed to process the claim and the date by which
the Plan Administrator's decision is expected to be rendered. The written notice
shall be furnished no later than 180 days after the date the claim was received
by the Plan Administrator.




The Plan Administrator's notice to the Claimant shall specify the reason for the
denial; specify references to pertinent Plan provisions on which denial is
based; describe any additional material and information needed for the Claimant
to perfect his claim for benefits; explain why the material and information is
needed; inform the Claimant that any appeal he wishes to make must be made in
writing to the Plan Administrator within 60 days after receipt of the Plan
Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period renders the Plan Administrator's
determination of such denial final, binding and conclusive.




If the Claimant appeals to the Plan Administrator, the Claimant (or his
authorized representative) may submit in writing whatever issues and comments
the Claimant (or his authorized representative) feels are pertinent. The
Claimant (or his authorized representative) may review pertinent Plan documents.
The Plan Administrator shall reexamine all facts related to the appeal and make
a final determination as to whether the denial of benefits is justified under
the circumstances. The Plan Administrator shall advise the Claimant of its
decision within 60 days of his written request for review, unless special
circumstances (such as a hearing) would make rendering a decision within the
60-day limit unfeasible. The Claimant shall be notified within the 60-day limit
if an extension is necessary. The Plan Administrator shall render a decision on
a claim for benefits no later than 120 days after the request for review is
received.




SECTION 9.06 - DELEGATION OF AUTHORITY.




All or any part of the administrative duties and responsibilities under this
article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in
a separate written agreement.




SECTION 9.07 - EXERCISE OF DISCRETIONARY AUTHORITY.




The Employer, Plan Administrator, and any other person or entity who has
authority with respect to the management, administration, or investment of the
Plan may exercise that authority in its/his full discretion, subject only to the
duties imposed under ERISA. This discretionary authority includes, but is not
limited to, the authority to make any and all factual determinations and
interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all persons;
will be given deference in all courts of law to the greatest extent allowed
under law; and will not be overturned or set aside by any court of law unless
found to be arbitrary and capricious or made in bad faith.




73









SECTION 9.08 - TRANSACTION PROCESSING.




Transactions (including, but not limited to, investment directions, trades,
loans, and distributions) shall be processed as soon as administratively
practicable after proper directions are received from the Member or such other
parties. No guarantee is made by the Plan, Plan Administrator, Trustee, Insurer,
or us that such transactions will be processed on a daily or other basis, and no
guarantee is made in any respect regarding the processing time of such
transactions.




Notwithstanding any other provision of the Plan, we, the Plan Administrator, or
the Trustee reserve the right to not value an investment option on any given
Valuation Date for any reason deemed appropriate by us, the Plan Administrator,
or the Trustee.




Administrative practicality will be determined by legitimate business factors
(including, but not limited to, failure of systems or computer programs, failure
of the means of the transmission of data, force majeure, the failure of a
service provider to timely receive values or prices, and correction for errors
or omissions or the errors or omissions of any service provider) and in no event
will be deemed to be less than 14 days. The processing date of a transaction
shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.




SECTION 9.09 - VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.




Voting rights with respect to Qualifying Employer Securities shall be exercised
in the manner specified in Item U(5)(a)(ii) and (iii) of the Adoption Agreement-
Nonstandard. Before each meeting of shareholders, we shall cause to be sent to
each person with power to control such voting rights a copy of any notice and
other information provided to shareholders and, if applicable, a form for
instructing the Trustee how to vote at such meeting (or any adjournment thereof)
the number of full and fractional shares subject to such person's voting
control. The Trustee may establish a deadline in advance of the meeting by which
such forms must be received in order to be effective.




If Members control voting rights, each Member shall be entitled to one vote for
each share credited to his Account.




If Members control voting rights, and if some or all of the Members have not
directed or have not timely directed the Trustee on how to vote, then the
Trustee shall vote such Qualifying Employer Securities in the same proportion as
those shares of Qualifying Employer Securities for which the Trustee has
received proper direction for such matter.




The decision whether to tender Qualifying Employer Securities in response to a
tender or exchange offer for such Qualifying Employer Securities shall be made
in the manner specified in Item U(5)(a)(iii) of the Adoption Agreement-
Nonstandard. As soon as practicable after the commencement of a tender or
exchange offer for Qualifying Employer Securities, we shall cause each person
with power to control the response to such tender or exchange offer to be
advised in writing the terms of the offer and, if applicable, to be provided
with a form for instructing the Trustee, or for revoking such instruction, to
tender or exchange shares of Qualifying Employer Securities, to the extent
permitted under the terms of such offer. In advising such persons of the terms
of the offer, we may include statements from the board of directors setting
forth its position with respect to the offer.




If Members control tender decisions, and if some or all of the Members have not
directed or have not timely directed the Trustee on how to tender, then the
Trustee shall tender such Qualifying Employer Securities in the same proportion
as those shares of Qualifying Employer Securities for which the Trustee has
received proper direction for such matter.




74









If the tender or exchange offer is limited so that all of the shares that the
Trustee has been directed to tender or exchange cannot be sold or exchanged, the
shares that each Member directed to be tendered or exchanged shall be deemed to
have been sold or exchanged in the same ratio that the number of shares actually
sold or exchanged bears to the total number of shares that the Trustee was
directed to tender or exchange.




If Members control voting rights or tender decisions, the Trustee shall hold
their individual directions in confidence and, except as required by law, shall
not divulge or release such individual directions to anyone associated with us.
We may require verification of the Trustee's compliance with the directions
received from Members by any independent auditor selected by us, provided that
such auditor agrees to maintain the confidentiality of such individual
directions.




We may develop procedures to facilitate the exercise of votes or tender rights,
such as the use of facsimile transmissions for the Members located in physically
remote areas.




SECTION 9.10 - VOTING AND TENDER OF SELF-DIRECTED BROKERAGE ACCOUNTS.




Rights of ownership of securities held in the Self-directed Brokerage Account,
including voting rights, tender rights, and rights to exercise exchange offers,
shall be passed through to the Member with respect to whom the Self-directed
Brokerage Account was established. These rights shall be exercised by the Member
through the mechanism (including the course of dealing and practices and
procedures) established by the Trustee under the Trustar(R) Retirement Services
Directed Trust Agreement for the exercise of such rights and in accordance with
the Self-directed Brokerage Account documents.





ARTICLE X


GENERAL PROVISIONS





SECTION 10.01 - AMENDMENTS.




We may amend a selection or specification in the Adoption Agreement at any time,
including any remedial retroactive changes (within the time specified by
Internal Revenue Service regulation), to comply with any law or regulation
issued by any governmental agency to which the Plan is subject.




An amendment may not diminish or adversely affect any accrued interest or
benefit of Members or their Beneficiaries nor allow reversion or diversion of
Plan assets to us at any time, except as may be required to comply with any law
or regulation issued by any governmental agency to which the Plan is subject.




No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Member's accrued benefit. However, a Member's Account may
be reduced to the extent permitted under Code Section 412(c)(8). For purposes of
this paragraph, a Plan amendment which has the effect of decreasing a Member's
Account with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of the Plan is amended, in the case of an Employee who is a Member as
of the later of the date such amendment is adopted or the date it becomes
effective, the nonforfeitable percentage (determined as of such date) of such
Employee's right to his employer-derived accrued benefit shall not be less than
his percentage computed under the Plan without regard to such amendment.




No amendment to the Plan shall be effective to eliminate or restrict an optional
form of benefit with respect to benefits attributable to service before the
amendment except as provided in Section 10.03 and below:




75









a)    The Plan is amended to eliminate or restrict the ability of a Member to
receive payment of his Account balance under a particular optional form of
benefit and the amendment satisfies the conditions in (1) and (2) below:




1)    The amendment provides a single sum distribution form that is
otherwise identical to the optional form of benefit eliminated or
restricted. For purposes of this condition (1), a single sum
distribution form is otherwise identical only if it is identical in
all respects to the eliminated or restricted optional form of
benefit (or would be identical except that it provides greater
rights to the Member) except with respect to the timing of payments
after commencement.




2)    The amendment is not effective unless the amendment provides that
the amendment shall not apply to any distribution with an Annuity
Starting Date earlier than the earlier of:




i)    the 90th day after the date the Member receiving the
distribution has been furnished a summary that reflects the
amendment and that satisfies the ERISA requirements at 29 CFR
2520.104b-3 relating to a summary of material modifications,
or




ii)   the first day of the second Plan Year following the Plan Year
in which the amendment is adopted.




b)    The Plan is amended to eliminate or restrict in-kind distributions and the
conditions in Q&A 2(b)(2)(iii) in section 1.411(d)-4 of the regulations
are met.




We may amend the Plan by adding overriding plan language to the Adoption
Agreement in order to satisfy Code Sections 415 and 416 because of the required
aggregation of multiple plans under those sections. We may amend the Plan by
adding certain model amendments published by the Internal Revenue Service which
specifically provide that their adoption will not cause the Plan to be treated
as individually designed. An amendment to this Plan will be forwarded to
Principal Life Insurance Company, the prototype plan sponsor.




We may attach an addendum which lists the Code Section 411(d)(6) protected
benefits that must be preserved due to a restatement or amendment of the Plan.
Such a list would not be considered an amendment to the Plan and will not cause
the Plan to be treated as individually designed. We may attach an addendum which
identifies those provisions which are not amended retroactively when the Plan is
amended retroactively due to changes in the Code. This would apply when the Plan
is amended for the law changes through the Internal Revenue Service
Restructuring and Reform Act of 1998. This would include a snap-off addendum
which reflects the operation of the Plan between the earliest effective date and
the date the Plan reflecting such changes is adopted.




If we amend the Plan for any reason other than those set out above, our Plan
shall no longer participate in this prototype plan and shall be considered an
individually designed plan. As the Employer, we reserve the right to continue
our retirement program under a document separate and distinct from this Plan. In
such event, all rights and obligations of ours, or of any Member or Beneficiary,
under this document, shall cease. Assets held in support of this Plan will be
transferred to the designated funding medium under the new or restated plan and,
if applicable, Trust Agreement, in the manner permitted under, and subject to
the provisions of, the Annuity Contract.




If, as a result of an amendment, an Employer Contribution is removed that is not
100% immediately vested when made, the vesting schedule in effect as of the last
day such Contributions were permitted shall remain in effect with respect to
that part of his Account resulting from such Contributions. The Member shall not
become immediately 100% vested in such Contributions as a result of the
elimination of such Contribution except as otherwise specifically provided in
the Plan.




76









We delegate authority to amend this Plan to Principal Life Insurance Company as
the prototype plan sponsor. We hereby consent to any such amendment. However, no
such amendment shall increase the duties of the Named Fiduciary without his
consent. Such an amendment shall not deprive any Member or Beneficiary of any
accrued benefit except to the extent necessary to comply with any law or
regulation issued by any governmental agency to which this Plan is subject. Such
an amendment shall not provide that the Plan Fund be used for any purpose other
than the exclusive benefit of Members or their Beneficiaries or that such Plan
Fund ever revert to or be used by us.




Any amendment to this Plan by Principal Life Insurance Company, as the prototype
plan sponsor, shall be deemed to be an amendment to this Plan by us. The
effective date of any amendment shall be specified in the written instrument of
amendment.




An amendment shall not decrease a Member's vested interest in the Plan. If an
amendment to the Plan, or a deemed amendment in the case of a change in
top-heavy status of the Plan as provided in Section 11.03, changes the
computation of the percentage used to determine that portion of a Member's
Account attributable to our Contributions which is nonforfeitable (whether
directly or indirectly), each Member or former Member




c)    who has completed at least three Years of Service on the date the election
period described below ends (five Years of Service if the Member does not
have at least one Hour of Service in a Plan Year beginning after December
31, 1988) and




d)    whose Vesting Percentage will be determined on any date after the date of
the change




may elect, during the election period, to have the nonforfeitable
percentage of his Account which results from our Contributions determined
without regard to the amendment. This election may not be revoked. If
after the Plan is changed, the Member's nonforfeitable percentage will at
all times be as great as it would have been if the change had not been
made, no election needs to be provided. The election period shall begin no
later than the date the Plan amendment is adopted, or deemed adopted in
the case of a change in the top-heavy status of the Plan, and end no
earlier than the 60th day after the latest of the date the amendment is
adopted (deemed adopted) or becomes effective, or the date the Member is
issued written notice of the amendment (deemed amendment) by us or the
Plan Administrator.




SECTION 10.02 - DIRECT ROLLOVERS.




Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a Direct Rollover.




If Item Z(6)(a) is not selected, any part of a distribution made under Section


10.11 (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
equal to or more than $1,000, and for which the Distributee has not elected to
either have such distribution paid to him or to an Eligible Retirement Plan
shall be rolled over to an Individual Retirement Account (IRA) with an affiliate
of Principal Life Insurance Company. Such amounts shall be initially invested in
the Principal Investor Funds Money Market Fund. The Distributee shall have the
option to change the investment after the IRA has been established.




77









If Item Z(6)(a) is not selected, any part of a distribution made under Section


10.11 (or which is a small amounts payment made under Article VIII at complete
termination of the Plan) which is an Eligible Rollover Distribution, which is
less than $1,000, and for which the Distributee has not elected to either have
such distribution paid to him or to an Eligible Retirement Plan shall be paid to
the Distributee.




If Item Z(6)(a) is selected, any distributions made under Section 10.11 (or
which are small amounts payments made under Article VIII at complete termination
of the Plan) which are Eligible Rollover Distributions and for which the
Distributee has not elected to either have such distribution paid to him or to
an Eligible Retirement Plan shall be paid to the Distributee.




SECTION 10.03 - MERGERS AND DIRECT TRANSFERS.




The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Member in the
Plan would (if the plan then terminated) receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit
the Member would have been entitled to receive immediately before the merger,
consolidation, or transfer (if this Plan had then terminated). We may enter into
merger agreements or direct transfer of assets agreements with the employers
under other retirement plans which are qualifiable under Code Section 401(a),
including an elective transfer, and may accept the direct transfer of plan
assets, or may transfer plan assets, as a party to any such agreement. We shall
not consent to, or be a party to a merger, consolidation, or transfer of assets
with a defined benefit plan if such action would result in a defined benefit
feature being maintained under this Plan.




Notwithstanding any provision of the Plan to the contrary, to the extent any
optional form of benefit under this Plan permits a distribution prior to the
Employee's retirement, death, disability, or severance from employment, and
prior to plan termination, the optional form of benefit is not available with
respect to benefits attributable to assets (including the post-transfer earnings
thereon) and liabilities that are transferred, within the meaning of Code


Section 414(I), to this Plan from a money purchase pension plan qualified under
Code Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).




The Plan may accept a direct transfer of plan assets on behalf of an Eligible
Employee. If the Eligible Employee is not an Active Member when the transfer is
made, the Eligible Employee shall be deemed to be an Active Member only for the
purpose of investment and distribution of the transferred assets. Our
Contributions shall not be made for or allocated to the Eligible Employee and he
may not make Member Contributions, until the time he meets all of the
requirements to become an Active Member.




The Plan shall hold, administer, and distribute the transferred assets as a part
of the Plan. The Plan shall maintain a separate account for the benefit of the
Employee on whose behalf the Plan accepted the transfer in order to reflect the
value of the transferred assets.




Unless a transfer of assets to the Plan is an elective transfer, as described
below, the Plan shall apply the optional forms of benefit protections described
in Section 10.01 to all transferred assets.




A Member's protected benefits may be eliminated upon transfer between qualified
defined contribution plans if the conditions in Q&A 3(b)(1) in section 1.411


(d)-4 of the regulations are met. The transfer must meet all of the other
applicable qualification requirements.




A Member's protected benefits may be eliminated upon transfer between qualified
plans (both defined benefit and defined contribution) if the conditions in Q&A
3(c)(1) in section 1.411(d)-4 of the regulations are met. Beginning January 1,
2002, if the Member is eligible to receive an immediate distribution of his
entire nonforfeitable accrued benefit in a single sum distribution that




78









would consist entirely of an eligible rollover distribution under Code Section


401(a)(31), such transfer will be accomplished as a direct rollover under Code


Section 401(a)(31). The rules applicable to distributions under the plan would
apply to the transfer, but the transfer would not be treated as a distribution
for purposes of the minimum distribution requirements of Code Section 401(a)(9).




SECTION 10.04 - PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.




The obligations of an Insurer shall be governed solely by the provisions of the
Annuity Contract or Insurance Policy. The Insurer shall not be required to
perform any act not provided in or contrary to the provisions of the Annuity
Contract or Insurance Policy. Each Annuity Contract and Insurance Policy when
purchased will comply with the Plan. See Section 10.09.




Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee with regard to such investment contracts or securities.




Such Insurer, issuer, or distributor is not a party to the Plan, nor bound in
any way by the Plan provisions. Such parties shall not be required to look to
the terms of this Plan, nor to determine whether we, the Plan Administrator, the
Trustee, or the Named Fiduciary have the authority to act in any particular
manner or to make any contract or agreement.




Until notice of any amendment or termination of this Plan, or of a change in
Trustee, has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.




SECTION 10.05 - EMPLOYMENT STATUS.




Nothing contained in this Plan gives any Employee the right to be retained in
our employ or to interfere with our right to discharge any Employee.




SECTION 10.06 - RIGHTS TO PLAN ASSETS.




An Employee shall not have any right to or interest in any assets of the Plan
upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee according to the Plan provisions.




Any final payment or distribution to a Member or his legal representative or to
any Beneficiaries, spouse, or Contingent Annuitant of such Member under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and us
arising under or by virtue of the Plan.




SECTION 10.07 - BENEFICIARY.




Each Member may name a Beneficiary to receive any death benefit (other than any
income payable to a Contingent Annuitant) which may arise out of his
participation in the Plan. The Member may change his Beneficiary from time to
time. If Item AA(1)(a) is selected, unless a qualified election has been made,
for purposes of distributing any death benefits before the Member's Retirement
Date, the Beneficiary of a Member who has a spouse shall be the Member's spouse.
If Item AA(1)(a) is not selected, unless a qualified election has been made, for
purposes of distributing any death benefits before the Member's Retirement Date,
the Beneficiary of a Member who has a spouse who is entitled to a Qualified
Preretirement Survivor Annuity shall be the Member's spouse. The Member's
Beneficiary designation and any change of Beneficiary shall be




79









subject to the provisions of Section 6.03 or 6A.03, whichever applies. It is the
responsibility of the Member to give written notice to the Insurer of the name
of the Beneficiary on a form furnished for that purpose.




With our consent, the Plan Administrator may maintain records of Beneficiary
designations for Members before their Retirement Dates. In that event, the
written designations made by Members shall be filed with the Plan Administrator.
If a Member dies before his Retirement Date, the Plan Administrator shall
certify to the Insurer the Beneficiary designation on its records for the
Member.




If there is no Beneficiary named or surviving when a Member dies, the Member's
Beneficiary shall be the Member's surviving spouse, or where there is no
surviving spouse, the executor or administrator of the Member's estate.




SECTION 10.08 - NONALIENATION OF BENEFITS.




Benefits payable under the Plan are not subject to the claims of any creditor of
any Member, Beneficiary, spouse, or Contingent Annuitant. A Member, Beneficiary,
spouse, or Contingent Annuitant does not have any rights to alienate,
anticipate, commute, pledge, encumber, or assign such benefits except in the
case of a loan as provided in Section 5.06. The preceding sentences shall also
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Member according to a domestic relations order, unless
such order is determined by the Plan Administrator to be a qualified domestic
relations order, as defined in Code Section 414(p), or any domestic relations
order entered into before January 1, 1985. The preceding sentences shall not
apply to any offset of a Member's benefits provided under the Plan against an
amount the Member is required to pay the Plan with respect to a judgement,
order, or decree issued, or a settlement entered into, on or after August
5, 1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D).




SECTION 10.09 - CONSTRUCTION.




The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which we have our principal office. In case any
provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.




In the event of any conflict between the provisions of the Plan and the terms of
any Annuity Contract or Insurance Policy issued hereunder, the provisions of the
Plan control.




SECTION 10.10 - LEGAL ACTIONS.




No person employed by us; no Member, former Member, or their Beneficiaries; nor
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.




SECTION 10.11 - SMALL AMOUNTS.




If consent of the Member is not required for a benefit which is immediately
distributable in Plan Section 6.03 or 6A.03, whichever applies, a Member's
entire Vested Account shall be paid in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason (the date we provide notice to the record keeper of the Plan of
such event, if later). For purposes of this section, if the Member's Vested
Account is zero, the Member shall be deemed to have received a distribution of
such Vested Account. If a Member would have received a distribution under the
first sentence of this paragraph but for the fact that




80









the Member's consent was needed to distribute a benefit which is immediately
distributable, and if at a later time consent would not be needed to distribute
a benefit which is immediately distributable and such Member has not again
become an Employee, such Vested Account shall be paid in a single sum. This is a
small amounts payment.




If Item Z(4)(b) is selected, the Member shall not be treated as ceasing to be an
Employee for any reason other than retirement or death before the period of time
specified has elapsed, and no small amounts payment shall be made if he again
becomes an Employee before such period of time has elapsed.




If a small amounts payment is made as of the date the Member dies, the small
amounts payment shall be made to the Member's Beneficiary (spouse if the death
benefit is payable to the spouse). If a small amounts payment is made while the
Member is living, the small amounts payment shall be made to the Member. The
small amounts payment is in full settlement of all benefits otherwise payable.




No other small amounts payment shall be made.




SECTION 10.12 - WORD USAGE.




The masculine gender, where used in this Plan, shall include the feminine gender
and singular words, as used in this Plan, may include the plural, unless the
context indicates otherwise. The words "in writing" and "written," where used in
this Plan, shall include any other forms (such as voice response or other
electronic system) as permitted by any governmental agency to which the Plan is
subject.




SECTION 10.13 - CHANGE IN SERVICE METHOD.




a)    Change of Service Method Under This Plan. If this Plan is amended to
change the method of crediting service from the elapsed time method to the
hours method for any purpose under this Plan, the Employee's service shall
be equal to the sum of (1), (2), and (3) below:




1)    The number of whole years of service credited to the Employee under
the Plan as of the date the change is effective.




2)    One year of service for the applicable service period in which the
change is effective if he is credited with the required number of
Hours of Service. If we do not have sufficient records to determine
the Employee's actual Hours of Service in that part of the service
period before the effective date of the change, the Hours of Service
shall be determined using an equivalency. For any month in which he
would be required to be credited with one Hour of Service, the
Employee shall be deemed for purposes of this section to be credited
with 190 Hours of Service.




3)    The Employee's service determined under this Plan using the hours
method after the end of the service period in which the change in
service method was effective.




If this Plan is amended to change the method of crediting service from the
hours method to the elapsed time method for any purpose under this Plan,
the Employee's service shall be equal to the sum of (4), (5), and (6)
below:




4)    The number of whole years of service credited to the Employee under
the Plan as of the beginning of the service period in which the
change in service method is effective.




81









5)    The greater of (i) the service that would be credited to the
Employee for that entire service period using the elapsed time
method or (ii) the service credited to him under the Plan as of the
date the change is effective.




6)    The Employee's service determined under this Plan using the elapsed
time method after the end of the applicable service period in which
the change in service method was effective.




b)    Transfers Between Plans with Different Service Methods. If an Employee has
been a member in another plan of ours which credited service under the
elapsed time method for any purpose which under this Plan is determined
using the hours method, then the Employee's service shall be equal to the
sum of (1), (2), and (3) below:




1)    The number of whole years of service credited to the Employee under
the other plan as of the date he became an Eligible Employee under
this Plan.




2)    One year of service for the applicable service period in which he
became an Eligible Employee if he is credited with the required
number of Hours of Service. If we do not have sufficient records to
determine the Employee's actual Hours of Service in that part of the
service period before the date he became an Eligible Employee, the
Hours of Service shall be determined using an equivalency. For any
month in which he would be required to be credited with one Hour of
Service, the Employee shall be deemed for purposes of this section
to be credited with 190 Hours of Service.




3)    The Employee's service determined under this Plan using the hours
method after the end of the service period in which he became an
Eligible Employee.




If an Employee has been a member in another plan of ours which credited
service under the hours method for any purpose which under this Plan is
determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (4), (5), and (6) below:




4)    The number of whole years of service credited to the Employee under
the other plan as of the beginning of the service period under that
plan in which he became an Eligible Employee under this Plan.




5)    The greater of (i) the service that would be credited to the
Employee for that entire service period using the elapsed time
method or (ii) the service credited to him under the other plan as
of the date he became an Eligible Employee under this Plan.




6)    The Employee's service determined under this Plan using the elapsed
time method after the end of the applicable service period under the
other plan in which he became an Eligible Employee.




If an Employee has been a member in a Controlled Group member's plan which
credited service under a different method than is used in this Plan, in order to
determine entry and vesting, the provisions in (b) above shall apply as though
the Controlled Group member's plan were our plan.




Any modification of service contained in this Plan shall be applicable to the
service determined pursuant to this section.




82









SECTION 10.14 - MILITARY SERVICE.




Notwithstanding any provision of this Plan to the contrary, the Plan shall
provide contributions, benefits, and service credit with respect to qualified
military service in accordance with Code Section 414(u). Loan repayments shall
be suspended under this Plan as permitted under Code Section 414(u).




SECTION 10.15 - QUALIFICATION OF PLAN.




If the Plan is denied initial qualification upon timely application, it will be
treated as void from the beginning. It will be terminated and all amounts
contributed to the Plan, less expenses paid, shall be returned to us within one
year after the date of denial. If amounts have been contributed by Employees, we
shall refund to each Employee the amount made by him or, if less, the amount
then in his Account resulting from such amounts. The Insurer and Trustee shall
be discharged from all further obligations.




If the Plan fails to attain or retain qualification, it shall no longer
participate in this prototype plan and shall be considered an individually
designed plan.





ARTICLE XI


TOP-HEAVY PLAN REQUIREMENTS





SECTION 11.01 - APPLICATION.




The provisions of this article shall supersede all other provisions in the Plan
to the contrary.




For the purpose of applying the Top-heavy Plan requirements of this article, all
members of the Controlled Group shall be treated as one Employer. The terms we,
us, and our, as they are used in this article, shall be deemed to include all
members of the Controlled Group, unless the terms as used clearly indicate only
the Employer is meant.




The accrued benefit or account of a member which results from deductible
employee contributions shall not be included for any purpose under this article.




The minimum vesting and contribution provisions of Sections 11.03 and 11.04
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including us, if there is evidence that retirement benefits were the
subject of good faith bargaining between such representatives. For this purpose,
the term "employee representatives" does not include any organization more than
half of whose members are employees who are owners, officers, or executives.




SECTION 11.02 - DEFINITIONS.




For purposes of this article, the following terms are defined:





AGGREGATION GROUP means:





a)    each of our qualified plans in which a Key Employee is a member during the
Plan Year containing the Determination Date (regardless of whether the
plan has terminated) or one of the four preceding Plan Years,




b)    each of our other qualified plans which allows the plan(s) described in


(a) above to meet the nondiscrimination requirement of Code Section
401(a)(4) or the minimum coverage requirement of Code Section 410, and




83









c)    any of our other qualified plans not included in (a) or (b) above which we
desire to include as part of the Aggregation Group. Such a qualified plan
shall be included only if the Aggregation Group would continue to satisfy
the requirements of Code Sections 401(a)(4) and 410.




The plans in (a) and (b) above constitute the "required" Aggregation Group. The
plans in (a), (b), and (c) above constitute the "permissive" Aggregation Group.




COMPENSATION means compensation as defined in Item S(2) for purposes of Section


3.06. For purposes of determining who is a Key Employee in years beginning
before January 1, 1998, Compensation shall include, in addition to compensation
as defined in Item S(2) for purposes of Section 3.06, elective contributions.
Elective contributions are amounts excludible from the gross income of the
Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), and
contributed by us, at the Employee's election, to a Code Section 401(k)
arrangement, a simplified employee pension, cafeteria plan, or tax-sheltered
annuity. Elective contributions also include amounts deferred under a Code


Section 457 plan maintained by us.




DETERMINATION DATE means as to any plan, for any plan year subsequent to the
first plan year, the last day of the preceding plan year. For the first plan
year of the plan, the last day of that year.




KEY EMPLOYEE means any Employee or former Employee (and the Beneficiaries of
such Employee) who at any time during the determination period was:




a)    an officer of ours if such individual's annual Compensation exceeds 50
percent of the dollar limitation under Code Section 415(b)(1)(A),




b)    an owner (or considered an owner under Code Section 318) of one of the ten
largest interests in us if such individual's annual Compensation exceeds
100 percent of the dollar limitation under Code Section 415(c)(1)(A),




c)    a 5-percent owner of us, or




d)    a 1-percent owner of us who has annual Compensation of more than $150,000.




The determination period is the Plan Year containing the Determination Date and
the four preceding Plan Years.




The determination of who is a Key Employee shall be made according to Code


Section 416(i)(1) and the regulations thereunder.





NON-KEY EMPLOYEE means any Employee who is not a Key Employee.





PRESENT VALUE means the present value of a member's accrued benefit under a
defined benefit plan based only on the interest and mortality rates specified in
Item S(6) of the Adoption Agreement - Standard or Item S(7) of the Adoption
Agreement- Nonstandard.




TOP-HEAVY PLAN means a plan which is top-heavy for any plan year beginning after
December 31, 1983. This Plan shall be top-heavy if any of the following
conditions exist:




a)    The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not
part of any required Aggregation Group or permissive Aggregation Group.




b)    This Plan is a part of a required Aggregation Group, but not part of a
permissive Aggregation Group, and the Top-heavy Ratio for the required
Aggregation Group exceeds 60 percent.




84









c)    This Plan is a part of a required Aggregation Group and part of a
permissive Aggregation Group and the Top-heavy Ratio for the permissive
Aggregation Group exceeds 60 percent.





TOP-HEAVY RATIO means:





a)    If we maintain one or more defined contribution plans (including any
simplified employee pension plan) and we have not maintained any defined
benefit plan which during the five-year period ending on the Determination
Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan
alone or for the required or permissive Aggregation Group, as appropriate,
is a fraction, the numerator of which is the sum of account balances of
all Key Employees as of the Determination Date(s) (including any part of
any account balance distributed in the five-year period ending on the
Determination Date(s)), and the denominator of which is the sum of all
account balances (including any part of any account balance distributed in
the five-year period ending on the Determination Date(s)), both computed
in accordance with Code Section 416 and the regulations thereunder. Both
the numerator and denominator of the Top-heavy Ratio are increased to
reflect any contribution not actually made as of the Determination Date,
but which is required to be taken into account on that date under Code


Section 416 and the regulations thereunder.




b)    If we maintain one or more defined contribution plans (including any
simplified employee pension plan) and we maintain or have maintained one
or more defined benefit plans which during the five-year period ending on
the Determination Date(s) has or has had accrued benefits, the Top-heavy
Ratio for the required or permissive Aggregation Group, as appropriate, is
a fraction, the numerator of which is the sum of account balances under
the aggregated defined contribution plan or plans of all Key Employees
determined in accordance with (a) above, and the Present Value of accrued
benefits under the aggregated defined benefit plan or plans for all Key
Employees as of the Determination Date(s), and the denominator of which is
the sum of the account balances under the aggregated defined contribution
plan or plans for all members, determined in accordance with (a) above,
and the Present Value of accrued benefits under the defined benefit plan
or plans for all members as of the Determination Date(s), all determined
in accordance with Code Section 416 and the regulations thereunder. The
accrued benefits under a defined benefit plan in both the numerator and
denominator of the Top-heavy Ratio are increased for any distribution of
an accrued benefit made in the five-year period ending on the
Determination Date.




c)    For purposes of (a) and (b) above, the value of account balances and the
Present Value of accrued benefits shall be determined as of the most
recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Code Section 416
and the regulations thereunder for the first and second plan years of a
defined benefit plan. The account balances and accrued benefits of a
member (i) who is not a Key Employee but who was a Key Employee in a prior
year or (ii) who has not been credited with at least one hour of service
with any employer maintaining the plan at any time during the five-year
period ending on the Determination Date will be disregarded. The
calculation of the Top-heavy Ratio and the extent to which distributions,
rollovers, and transfers are taken into account will be made in accordance
with Code Section 416 and the regulations thereunder. Deductible employee
contributions will not be taken into account for purposes of computing the
Top-heavy Ratio. When aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to the Determination
Dates that fall within the same calendar year.




The accrued benefit of a member other than a Key Employee shall be
determined under (i) the method, if any, that uniformly applies for
accrual purposes under all defined benefit plans maintained by us, or (ii)
if there is no such method, as if such benefit accrued not more rapidly
than the slowest accrual rate permitted under the fractional rule of Code


Section 411(b)(1)(C).




85









SECTION 11.03 - MODIFICATION OF VESTING REQUIREMENTS.




If a Member's Vesting Percentage is determined under the vesting schedule
selected in Item V(2), and such Vesting Percentage is not as great as the
Vesting Percentage would be if it were determined under a schedule permitted in
Code Section 416, the following shall apply. During any Plan Year in which the
Plan is a Top-heavy Plan, the Member's Vesting Percentage shall be the greater
of the Vesting Percentage determined under the schedule selected in Item V(2)
or,




a)    if the vesting schedule selected in Item V(2) provides for partial vesting
between 0% and 100%, the schedule below.












VESTING SERVICE                 VESTING
 (whole years)                 PERCENTAGE
Less than 2                         0
     2                             20
     3                             40
     4                             60
     5                             80
6 or more                         100














b)    if the vesting schedule selected in Item V(2) provides for only 0% or 100%
vesting, the schedule below.












VESTING SERVICE                   VESTING
 (whole years)                   PERCENTAGE
Less than 3                              0
 3 or more                             100














The applicable schedule above shall not apply to Members who are not credited
with an Hour of Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to the portion of the Member's
Account which is multiplied by a Vesting Percentage to determine his Vested
Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.




If, in a later Plan Year, this Plan is not a Top-heavy Plan, a Member's Vesting
Percentage shall be determined according to the provisions of Item V. A Member's
Vesting Percentage determined under either Item V or the applicable schedule
above shall never be reduced and the election procedures of Section 10.01 shall
apply when changing to or from the above schedule as though the automatic change
were the result of an amendment.




The part of the Member's Vested Account resulting from the minimum contributions
required pursuant to Section 11.04 (to the extent required to be nonforfeitable
under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B)
or (D).




SECTION 11.04 - MODIFICATION OF CONTRIBUTIONS.




During any Plan Year in which this Plan is a Top-heavy Plan, we shall make a
minimum contribution as of the last day of the Plan Year for each Non-key
Employee who is an Employee on the last day of the Plan Year and who was an
Active Member at any time during the Plan Year. A Non-key Employee is not
required to have a minimum number of Hours of Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who
fails to




86









be an Active Member merely because his Compensation is less than a stated amount
or merely because of a failure to make mandatory member contributions or, in the
case of a cash or deferred arrangement, elective contributions shall be treated
as if he were an Active Member. The minimum is the lesser of (a) or (b) below:




a)    3 percent of such person's Compensation for such Plan Year.




b)    The "highest percentage" of Compensation for such Plan Year at which our
Contributions are made for or allocated to any Key Employee. The highest
percentage shall be determined by dividing our Contributions made for or
allocated to each Key Employee during the Plan Year by the amount of his
Compensation for such Plan Year, and selecting the greatest quotient
(expressed as a percentage). To determine the highest percentage, all our
defined contribution plans within the Aggregation Group shall be treated
as one plan. The minimum shall be the amount in (a) above if this Plan and
a defined benefit plan of ours are required to be included in the
Aggregation Group and this Plan enables the defined benefit plan to meet
the requirements of Code Section 401(a)(4) or 410.




For purposes of (a) and (b) above, Compensation shall be limited by Code Section


401 (a)(17).




If our contributions and allocations otherwise required under the defined
contribution plan(s) are at least equal to the minimum above, no additional
contribution shall be required. If our total contributions and allocations are
less than the minimum above, we shall contribute the difference for the Plan
Year.




The minimum contribution applies to all of our defined contribution plans in the
aggregate which are Top-heavy Plans. A minimum contribution under a profit
sharing plan shall be made without regard to whether or not we have profits.




To the extent a member covered under this Plan can be covered under any other
plan or plans of ours, we may provide in Item S(5) of the Adoption Agreement-
Standard or S(6) of the Adoption Agreement - Nonstandard that the minimum
contribution or benefit requirement applicable to Top-heavy Plans shall be made
in only one of the plans.




For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement and employer contributions which are
matching contributions, as defined in Code Section 401 (m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.




The requirements of this section shall be met without regard to any Social
Security contribution.




SECTION 11.05 - MODIFICATION OF CONTRIBUTION LIMITATION.




If the provisions of subparagraph (m) of Section 3.06 are applicable for any
Limitation Year during which this Plan is a Top-heavy Plan, the contribution
limitations shall be modified. The definitions of Defined Benefit Plan Fraction
and Defined Contribution Plan Fraction in Section 3.06 shall be modified by
substituting "100 percent" in lieu of "125 percent." In addition, an adjustment
shall be made to the numerator of the Defined Contribution Plan Fraction. The
adjustment is a reduction of that numerator similar to the modification of the
Defined Contribution Plan Fraction described in Section 3.06 and shall be made
with respect to the last Plan Year beginning before January 1, 1984.




87









The modifications in the paragraph above shall not apply with respect to a
Member so long as employer contributions, forfeitures, or nondeductible employee
contributions are not credited to his account under this or any of our other
defined contribution plans and benefits do not accrue for such Member under our
defined benefit plan(s), until the sum of his Defined Contribution and Defined
Benefit Plan Fractions is less than 1.0.




The modification of the contribution limitation shall not apply if both of the
following requirements are met:




a)    This Plan would not be a Top-heavy Plan if "90 percent" were substituted
for "60 percent" in the definition of Top-heavy Plan.




b)    A Non-key Employee who is covered only under a defined benefit plan of
ours, accrues a minimum benefit on, or adjusted to, a straight life basis
equal to the lesser of (i) 3 percent of his average compensation
multiplied by his years of service or (ii) 30 percent of his average
compensation. Average compensation and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.




The account of a Non-key Employee who is covered only under one or more
defined contribution plans of ours, is credited with a minimum employer
contribution under such plan(s) equal to 4 percent of the person's
Compensation for each plan year in which the plan is a Top-heavy Plan.




If a Non-key Employee is covered under both defined contribution and
defined benefit plans of ours, (i) a minimum accrued benefit for such
person equal to the amount determined above for a person who is covered
only under a defined benefit plan is accrued in the defined benefit
plan(s) or (ii) a minimum contribution equal to 7.5 percent of the
person's Compensation for a plan year in which the plans are Top-heavy
Plans will be credited to his account under the defined contribution
plans.




If a member can be covered under this Plan and a defined benefit plan of ours,
we may provide in Item S(5) of the Adoption Agreement - Standard or S(6) of the
Adoption Agreement - Nonstandard for an increased minimum contribution or
benefit so that the modification of the contribution limitation provided in this
section shall not apply.




This section shall cease to apply effective as of the first Limitation Year
beginning on or after January 1, 2000.




88












UNILATERAL AMENDMENT - MODEL AMENDMENTS TO COMPLY WITH THE 401(a)(9)


FINAL AND TEMPORARY REGULATIONS AND TO USE THE ALTERNATIVE DEFINITION OF


COMPENSATION AS SET FORTH IN REVENUE RULING 2002-27





Principal Life Insurance Company hereby amends the following prototype plans and
by such amendment, amends each retirement plan set forth on any such prototype
by an adopting employer:










THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR SAVINGS PLANS:
Nonstandardized     Letter Serial No. K305394b    Plan No.: 001     Basic Plan No.: 02
Standardized        Letter Serial No. K205395b    Plan No.: 002     Basic Plan No.: 02

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR MONEY PURCHASE PLANS:
Nonstandardized     Letter Serial No. K305390b    Plan No.: 001     Basic Plan No.: 01
Standardized        Letter Serial No. K205391b    Plan No.: 002     Basic Plan No.: 01

THE PRINCIPAL FINANCIAL GROUP PROTOTYPE FOR PROFIT SHARING PLANS:
Nonstandardized     Letter Serial No. K305392b    Plan No.: 003     Basic Plan No.: 01
Standardized        Letter Serial No. K205393b    Plan No.: 004     Basic Plan No.: 01















MODEL AMENDMENT TO COMPLY WITH THE 401(a)(9) FINAL AND TEMPORARY


REGULATIONS





The plan's existing minimum distribution provisions are superseded to the extent
they are inconsistent with the provisions of this model amendment, but those
provisions that are not inconsistent (such as the plan's definition of required
beginning date) shall be retained. The plan's minimum distribution provisions
are amended as follows:





ARTICLE VII. MINIMUM DISTRIBUTION REQUIREMENTS.





Section 1. General Rules




1.1.  Effective Date. The provisions of this article will apply for purposes of
determining required minimum distributions for calendar years beginning
with the 2003 calendar year.




1.2.  Coordination with Minimum Distribution Requirements Previously in Effect.
This amendment is not effective until calendar years beginning with the
2003 calendar year, therefore, no coordination is required.




1.3.  Precedence. The requirements of this article will take precedence over any
inconsistent provisions of the plan.




1.4.  Requirements of Treasury Regulations Incorporated. All distributions
required under this article will be determined and made in accordance with
the Treasury regulations under section 401(a)(9) of the Internal Revenue
Code.




1.5.  TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of
this article, distributions may be made under a designation made before
January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act (TEFRA) and the provisions of the plan that
relate to section 242(b)(2) of TEFRA.




1









Section 2. Time and Manner of Distribution.




2.1.  Required Beginning Date. The participant's entire interest will be
distributed, or begin to be distributed, to the participant no later than
the participant's required beginning date.




2.2.  Death of Participant Before Distributions Begin. If the participant dies
before distributions begin, the participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:




(a)   If the participant's surviving spouse is the participant's sole
designated beneficiary, then distributions to the surviving spouse
will begin by December 31 of the calendar year immediately following
the calendar year in which the participant died, or by December 31
of the calendar year in which the participant would have attained
age 70 1/2 if later, except to the extent that an election is made
to receive distributions in accordance with the 5-year rule. Under
the 5-year rule, the participant's entire interest will be
distributed to the designated beneficiary by December 31 of the
calendar year containing the fifth anniversary of the participant's
death.




(b)   If the participant's surviving spouse is not the participant's sole
designated beneficiary, then distributions to the designated
beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant
died, except to the extent that an election is made to receive
distributions in accordance with the 5-year rule. Under the 5-year
rule, the participant's entire interest will be distributed to the
designated beneficiary by December 31 of the calendar year
containing the fifth anniversary of the participant's death.




(c)   If there is no designated beneficiary as of September 30 of the year
following the year of the participant's death, the participant's
entire interest will be distributed by December 31 of the calendar
year containing the fifth anniversary of the participant's death.




(d)   If the participant's surviving spouse is the participant's sole
designated beneficiary and the surviving spouse dies after the
participant but before distributions to the surviving spouse begin,
this section 2.2, other than section 2.2(a), will apply as if the
surviving spouse were the participant.




For purposes of this section 2.2 and section 4, unless section 2.2(d)
applies, distributions are considered to begin on the participant's
required beginning date. If section 2.2(d) applies, distributions are
considered to begin on the date distributions are required to begin to the
surviving spouse under section 2.2(a). If distributions under an annuity
purchased from an insurance company irrevocably commence to the
participant before the participant's required beginning date (or to the
participant's surviving spouse before the date distributions are required
to begin to the surviving spouse under section 2.2(a)), the date
distributions are considered to begin is the date distributions actually
commence.




2.3.  Forms of Distribution. Unless the participant's interest is distributed in
the form of an annuity purchased from an insurance company or in a single
sum on or before the required beginning date, as of the first distribution
calendar year distributions will be made in accordance with sections 3 and
4 of this article. If the participant's interest is distributed in the
form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of section
401(a)(9) of the Code and the Treasury regulations.




2









Section 3. Required Minimum Distributions During Participant's Lifetime.




3.1.  Amount of Required Minimum Distribution For Each Distribution Calendar
Year. During the participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:




(a)   the quotient obtained by dividing the participant's account balance
by the distribution period in the Uniform Lifetime Table set forth
in section 1.401(a)(9)-9 of the Treasury regulations, using the
participant's age as of the participant's birthday in the
distribution calendar year; or




(b)   if the participant's sole designated beneficiary for the
distribution calendar year is the participant's spouse, the quotient
obtained by dividing the participant's account balance by the number
in the Joint and Last Survivor Table set forth in section
1.401(a)(9)-9 of the Treasury regulations, using the participant's
and spouse's attained ages as of the participant's and spouse's
birthdays in the distribution calendar year.




3.2.  Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death. Required minimum distributions will be determined
under this section 3 beginning with the first distribution calendar year
and up to and including the distribution calendar year that includes the
participant's date of death.




Section 4. Required Minimum Distributions After Participant's Death.




4.1.  Death On or After Date Distributions Begin.




(a)   Participant Survived by Designated Beneficiary. If the participant
dies on or after the date distributions begin and there is a
designated beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the
participant's death is the quotient obtained by dividing the
participant's account balance by the longer of the remaining life
expectancy of the participant or the remaining life expectancy of
the participant's designated beneficiary, determined as follows:




(1)   The participant's remaining life expectancy is calculated
using the age of the participant in the year of death, reduced
by one for each subsequent year.




(2)   If the participant's surviving spouse is the participant's
sole designated beneficiary, the remaining life expectancy of
the surviving spouse is calculated for each distribution
calendar year after the year of the participant's death using
the surviving spouse's age as of the spouse's birthday in that
year. For distribution calendar years after the year of the
surviving spouse's death, the remaining life expectancy of the
surviving spouse is calculated using the age of the surviving
spouse as of the spouse's birthday in the calendar year of the
spouse's death, reduced by one for each subsequent calendar
year.




(3)   If the participant's surviving spouse is not the participant's
sole designated beneficiary, the designated beneficiary's
remaining life expectancy is calculated using the age of the
beneficiary in the year following the year of the
participant's death, reduced by one for each subsequent year.




(b)   No Designated Beneficiary. If the participant dies on or after the
date distributions begin and there is no designated beneficiary as
of September 30 of the year after the year of the participant's
death, the minimum amount that will be distributed for each
distribution calendar year after the year of the participant's death
is the quotient




3









obtained by dividing the participant's account balance by the
participant's remaining life expectancy calculated using the age of
the participant in the year of death, reduced by one for each
subsequent year.




4.2. Death Before Date Distributions Begin.




(a)   Participant Survived by Designated Beneficiary. If the participant
dies before the date distributions begin and there is a designated
beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the participant's death
is the quotient obtained by dividing the participant's account
balance by the remaining life expectancy of the participant's
designated beneficiary, determined as provided in section 4.1,
except to the extent that an election is made to receive
distributions in accordance with the 5-year rule. Under the 5-year
rule, the participant's entire interest will be distributed to the
designated beneficiary by December 31 of the calendar year
containing the fifth anniversary of the participant's death.




(b)   No Designated Beneficiary. If the participant dies before the date
distributions begin and there is no designated beneficiary as of
September 30 of the year following the year of the participant's
death, distribution of the participant's entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the participant's death.




(c)   Death of Surviving Spouse Before Distributions to Surviving Spouse
Are Required to Begin. If the participant dies before the date
distributions begin, the participant's surviving spouse is the
participant's sole designated beneficiary, and the surviving spouse
dies before the distributions are required to begin to the surviving
spouse under section 2.2(a), this section 4.2 will apply as if the
surviving spouse were the participant.




Section 5. Definitions.




5.1.  Designated Beneficiary. The individual who is designated as the
beneficiary under Plan Section 10.07 and is the designated beneficiary
under section 401(a)(9) of the Internal Revenue Code and section
1.401(a)(9)-1, Q&A-4, of the Treasury regulations.




5.2.  Distribution Calendar Year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
participant's death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
participant's required beginning date. For distributions beginning after
the participant's death, the first distribution calendar year is the
calendar year in which distributions are required to begin under section


2.2. The required minimum distribution for the participant's first
distribution calendar year will be made on or before the participant's
required beginning date. The required minimum distribution for other
distribution calendar years, including the required minimum distribution
for the distribution year in which the participant's required beginning
date occurs, will be made on or before December 31 of that distribution
calendar year.




5.3.  Life Expectancy. Life expectancy as computed by use of the Single Life
Table in section 1.401(a)(9)-9 of the Treasury regulations.




5.4.  Participant's Account Balance. The account balance as of the last
valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the account
balance as of dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation calendar year
after the




4









valuation date. The account balance for the valuation calendar year
includes any amounts Rolled over or transferred to the plan either in the
valuation calendar year or in the distribution calendar year if
distributed or transferred in the valuation calendar year.




5.5.  Required Beginning Date. The date specified in Plan Section 7.02.




Section 6. Election to Allow Participants or Beneficiaries to Elect 5-Year Rule.




Participants or beneficiaries may elect on an individual basis whether the
5-year rule or the life expectancy rule in sections 2.2 and 4.2 of Article
VII of the plan applies to distributions after the death of a participant
who has a designated beneficiary. The election must be made no later than
the earlier of September 30 of the calendar year in which distribution
would be required to begin under section 2.2 of Article VII of the plan,
or by September 30 of the calendar year which contains the fifth
anniversary of the participant's (or, if applicable, surviving spouse's)
death. If neither the participant nor beneficiary makes an election under
this paragraph, distributions will be made in accordance with the life
expectancy rule under sections 2.2 and 4.2 of Article VII of the plan.




Section 7. Election to Allow Designated Beneficiary Receiving Distributions
Under 5-Year Rule to Elect Life Expectancy Distributions.




A designated beneficiary who is receiving payments under the 5-year rule
may make a new election to receive payments under the life expectancy rule
until December 31, 2003, provided that all amounts that would have been
required to be distributed under the life expectancy rule for all
distribution calendar years before 2004 are distributed by the earlier of
December 31, 2003 or the end of the 5-year period.





MODEL AMENDMENT TO USE THE ALTERNATIVE DEFINITION OF COMPENSATION AS


SET FORTH IN REVENUE RULING 2002-27





The plan's definition of compensation is amended as follows:




1.    Effective Date. This amendment shall apply to plan years and limitation
years beginning on or after January 1, 1998.




2.    For purposes of the definition of compensation under Item Q(2) and Plan


Section 3.07 (Item S(2) and Plan Section 3.06, if Savings Plan), amounts
under section 125 of the Internal Revenue Code include any amounts not
available to a participant in cash in lieu of group health coverage
because the participant is unable to certify that he has other health
coverage. An amount will be treated as an amount under section 125 of the
Code only if the Employer does not request or collect information
regarding the participant's other health coverage as part of the
enrollment process for the health plan.





Executed by Principal Life Insurance Company on August 6, 2003 by






[SIGNATURE]






Officer






[PRINCIPAL FINANCIAL GROUP LOGO]





5















Exhibit 21.1






SUBSIDIARIES OF COMMUNITY BANCORP





Community Bank of Nevada (Nevada)


Community Bancorp (NV) Statutory Trust I (Connecticut)















Exhibit 23.1





(MCGLADREY & PULLEN LOGO)







CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We consent to the use in this Registration Statement of Community Bancorp on
Form S-1 of our report, dated February 19, 2004, except for Note 18 as to which
the date is September 27, 2004, appearing in the Prospectus, which is part of
this Registration Statement.




We also consent to the reference to our Firm under the caption "Experts" in such
Prospectus.





McGLADREY & PULLEN, LLP





Las Vegas, Nevada


September 28, 2004




McGladrey & Pullen, LLP is an independent member firm of
RSM International, an affiliation of independent accounting
and consulting firms.





























































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