SIMPLE IRA AN EMPLOYER SPONSORED RETIREMENT ACCOUNT EMPLOYEE FORMS and DISCLOSURE STATEMENT/CUSTODIAL AGREEMENT

EXHIBIT 14(f)

SIMPLE IRA

AN
EMPLOYER SPONSORED RETIREMENT ACCOUNT

EMPLOYEE FORMS
and
DISCLOSURE STATEMENT/CUSTODIAL AGREEMENT

▇.▇.▇▇▇▇▇▇▇▇ & Co.
Members New York Stock Exchange, Inc. - Member S.I.P.C.

SETTING UP A SIMPLE IRA
Employee Instructions

Dear Employee,

Thank you for choosing to establish your SIMPLE IRA Account with ▇.▇. ▇▇▇▇▇▇▇▇ &
Co. Please follow the instructions below to complete the enclosed paperwork.

STEP 1 Complete, sign and date the following:

- SIMPLE IRA ADOPTION AGREEMENT: Keep the copy and return the
original to your Bradford Broker.

- SALARY REDUCTION AGREEMENT (SRA): This is necessary to authorize
your employer of the specific amount you wish to withhold from
your paycheck to have deposited into your SIMPLE IRA retirement
account. You will need to complete a new form any time you choose
to change your salary deferral election. Return the SRA to your
employer.

- CUSTOMER ACCOUNT AGREEMENT & W-9 FORM: Provided by your ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇.

STEP 2 Please keep copies of all forms

STEP 3 READ AND RETAIN THE IRS APPROVAL LETTER AND DISCLOSURE PROTION OF THIS
BOOKLET. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR PLAN
BENEFITS.

Feel free to contact your Bradford Broker, if you have any questions regarding
your investments or this account..

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▇.▇. ▇▇▇▇▇▇▇▇ & Co.
Members New York Stock Exchange, Inc. Member S.I.P.C.
SIMPLE IRA ADOPTION AGREEMENT

CHECK ONE CHECK ONE INITIAL CONTRIBUTION

[ ] 1 New [ ] 2 Transfer This SIMPLE IRA is for the: Employee (E9_) $_______
[ ] 3 Rollover [ ] 4 Amended [ ] 5 Owner (62) (61) Employer (ES_) $_______
[ ] 6 Employee

Date of Contribution______
Name __________________________ Account Number___________________________

Address______________________ City________________ State_________ Zip________
hereby adopts the ▇.▇. ▇▇▇▇▇▇▇▇ & Co. Self-Directed SIMPLE Individual Retirement
Account.
Date of Birth ______/_______/_______ Social Security Number __________________

PRIMARY BENEFICIARIES

NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NO.

ALTERNATE BENEFICIARY

NAME RELATIONSHIP DATE OF BIRTH SOCIAL SECURITY NO.

IMPORTANT: Please be advised that if a QTIP Trust is named as beneficiary of
this SIMPLE IRA, the QTIP Trustee has sole responsibility for the computation
and timing of all payouts. The Trustee must provide this information in writing
to ▇.▇. ▇▇▇▇▇▇▇▇ & Co. who serves as Custodian.

IMPORTANT

IF YOU ARE A RESIDENT OF A COMMUNITY PROPERTY STATE SUCH AS: ARIZONA,
CALIFORNIA, IDAHO, LOUISIANA, NEVADA, NEW MEXICO, TEXAS, WASHINGTON, OR
WISCONSIN, YOU MUST COMPLETE THIS SECTION:

CURRENT MARITAL STATUS

[ ] 7 I am not married, but I understand that if I become married in the
future, I must complete a new SIMPLE IRA Adoption Agreement.

[ ] 8 I am married and I understand that if I choose to designate a primary
beneficiary other than my spouse, my spouse must sign below.

SPOUSAL CONSENT

This section should be reviewed if either the trust or the residence of the
SIMPLE ▇▇▇ ▇▇▇▇▇▇ is located in a community property state AND married. Due to
the tax consequences resulting from releasing one's community property interest,
individuals signing this section should consult with a competent tax or legal
advisor. I am the spouse of the above-named SIMPLE IRA owner. I acknowledge that
I have received a fair and reasonable disclosure of my spouse's property and

financial obligations. Due to the tax consequences of releasing my interest in
this SIMPLE IRA, it has been recommended that I consult with a tax professional.
I hereby give the SIMPLE IRA owner any interest I have in the funds or property
deposited in this SIMPLE IRA, including all future earnings and increases, and
irrevocably consent to the beneficiary designation(s) indicated above. I assume
full responsibility for any adverse consequences that may result. No tax or
legal advice has been offered by the Custodian.

________________________________ ________________________
(Signature of spouse) (Date)

On ____________, 199__ before me, ________________________________, a Notary
Public, State of ____________, personally appeared ___________________________,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person who name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the persons acted, executed the instrument.

WITNESS my hand and official seal.
_________________________________
NOTARY PUBLIC

COMPLETE ONLY IF ROLLOVER

I hereby irrevocably designate this contribution of cash in the amount of
$___________ and/or specific SIMPLE IRA assets having an approximate value of:

$___________ as a SIMPLE IRA rollover contribution. I am rolling over this
contribution within sixty days of receipt. This rollover contribution is from
another SIMPLE IRA.

My annual individual contribution limit will not exceed $6,000 or such limits as
may be prescribed by law.

I appoint ▇.▇. ▇▇▇▇▇▇▇▇ & Co. to serve as custodian in accordance with the terms
and conditions of this document and hereby acknowledge that I have received and
read the ▇.▇. ▇▇▇▇▇▇▇▇ & Co. SIMPLE IRA Disclosure Statement/Custodial Agreement
and agree to the conditions of the following fee schedule: $35.00 Annual
Maintenance Fee, $50.00 Transfer Fee plus current year's maintenance fee. I
realize these fees are subject to change and that ▇.▇. ▇▇▇▇▇▇▇▇ & Co. has the
right to liquidate my SIMPLE IRA assets or to close my SIMPLE IRA account, if
these fees are not paid by September 1 of each year.

By Date
____________________________ ______________________
SIGNATURE

_______________________________
CUSTODIAN'S SIGNATURE

Model Salary Reduction Agreement

I. SALARY REDUCTION ELECTION
Subject to the requirements of the SIMPLE plan of _____________________
(name of employer) I authorize _____% or $_________ (which equals
________% of my current rate of pay) to be withheld from my pay for
each pay period and contributed to my SIMPLE IRA as a salary reduction
contribution.

II. MAXIMUM SALARY REDUCTION
I understand that the total amount of my salary reduction contributions
in any calendar year cannot exceed $6,000.*

III. DATE SALARY REDUCTION BEGINS
I understand that my salary reduction contributions will start as soon
as permitted under the SIMPLE plan and as soon as administratively
feasible or, if later, . (Fill in the date you want salary reduction
contributions to begin. The date must be after you sign this
agreement.).

IV. EMPLOYEE SELECTION OF FINANCIAL INSTITUTION
I select the following financial institution to serve as trustee,
custodian, or issuer of my SIMPLE IRA.

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Name of financial institution

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Address of financial institution

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SIMPLE IRA account name and number

I understand that I must establish a SIMPLE IRA to receive any
contributions made on my behalf under this SIMPLE plan. If the
information regarding my SIMPLE IRA is incomplete when I first submit
my salary reduction agreement, I realize that it must be completed by
the date contributions must be made under the SIMPLE plan. If I fail to
update my agreement to provide this information by that date, I
understand that my employer may select a financial institution for my
SIMPLE IRA.

V. DURATION OF ELECTION

This salary reduction agreement replaces any earlier agreement and will
remain in effect as long as I remain an eligible employee under the
SIMPLE plan or until I provide my employer with a request to end my
salary reduction contributions or provide a new salary reduction
agreement as permitted under this SIMPLE plan.

Signature of employee
-----------------------------------------------------------

Date
-----------------------------------

*This amount will be adjusted to reflect any annual cost-of-living increases
announced by the IRS.

INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY

Plan Name: SIMPLE IRA Custodial Account Washington, DC 20224
FFN: 50108720009-901 Case: 9770232 EIN: ▇▇-▇▇▇▇▇▇▇
Letter Serial No: D190030a Contact Person: ▇▇. ▇▇▇▇▇▇▇▇▇

▇.▇. ▇▇▇▇▇▇▇▇ & Co. Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ In Reference to: CP:E:EP:T5

Nashville, TN 37201 Date: 09/26/97

Dear Applicant:

In our opinion, the form of the prototype trust, custodial account or annuity
contract identified above is acceptable under section 408 of the Internal
Revenue Code, as amended through the Taxpayer Relief Act of 1997, for use as a
SIMPLE IRA under Code section 408(p). This opinion letter may not be relied on
with respect to whether a SIMPLE IRA Plan, under which contributions are made by
an employer to the SIMPLE IRA, satisfies the requirements of Code section
408(p).

Each individual who adopts this approved prototype will be considered to have a
SIMPLE IRA that satisfies the requirements of Code section 408, provided he or
she follows the terms of the approved prototype document, does not engage in
certain transactions specified in Code section 408(e), and, if the SIMPLE IRA is
a trust or custodial account, the trustee or custodian is a bank within the
meaning of Code section 408(n) or has been approved by the Internal Revenue
Service pursuant to Code section 408(a)(2).

Code section 408(i) and related regulations require that the trustee, custodian
or issuer of a contract provide a disclosure statement to each adopting
individual as specified in the regulations. Publication 590, Tax Information on
Individual Retirement Arrangements, gives information about the items to be
disclosed. The trustee, custodian or issuer of a contract is also required to
provide each adopting individual with annual reports of all transactions related
to the SIMPLE IRA.

The Internal Revenue Service has not evaluated the merits of this SIMPLE IRA and
does not guarantee contributions or investments made under the SIMPLE IRA.
Furthermore, this letter does not express any opinion as to the applicability of
Code section 4975, regarding prohibited transactions.

The prototype SIMPLE IRA may have to be amended to include or revise provisions
in order to comply with future changes in the law or regulations.

If you have any questions concerning IRS processing of this case, call us at the
above telephone number. Please refer to the File Folder Number (FFN) shown in
the heading of this letter. Please provide those adopting this prototype with
your telephone number, and advise them to contact your office if they have any
questions about the operation of their SIMPLE IRA. Please provide a copy of this
letter to each adopting individual.

You should keep this letter as a permanent record. Please notify us if you
terminate sponsorship of this prototype SIMPLE IRA.

Sincerely yours,

Chief, Employee Plans Technical Branch 5

SIMPLE IRA CUSTODIAL ACCOUNT AGREEMENT

THIS AGREEMENT entered into by and between each individual who executes
an Adoption Agreement incorporating this Agreement (hereinafter referred to as
"Depositor") and ▇. ▇. ▇▇▇▇▇▇▇▇ & CO., (hereinafter referred to as "Custodian"),
having its principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

WITNESSETH:

WHEREAS, the Depositor desires to provide for his retirement and for the support
of his Beneficiaries upon his death; and

WHEREAS, to accomplish this purpose, the Depositor desires to establish a SIMPLE
individual retirement account (hereinafter referred to as "the account") as
described in Sections 408(a) and 408(p) of the Internal Revenue Code of 1986, as
amended, or any successor statute; and

WHEREAS, the Custodian has provided the Depositor with the disclosure statement
required under the Income Tax Regulation under Section 408(i) of the Code;

NOW, THEREFORE, the Depositor (or the spouse of the Depositor) has transferred,
assigned, and conveyed to the Custodian the property described in the Adoption
Agreement, and it is agreed by and between the Depositor and the Custodian the
following:

ARTICLE I

Contributions

(1) The SIMPLE IRA will accept only cash contributions made on behalf
of the Depositor pursuant to the terms of a SIMPLE IRA Plan described in Section
408(p) of the Internal Revenue Code. A rollover contribution or a transfer of
assets from another SIMPLE IRA of the Depositor will also be accepted. No other
contributions will be accepted.

(2) If contributions made on behalf of the Depositor pursuant to a
SIMPLE IRA Plan maintained by the Depositor's employer are received directly by
the Custodian from the employer, the Custodian will provide the employer with
the summary description required by Section 408(l)(2) of the Internal Revenue
Code.

ARTICLE II

Nonforfeiture

The Depositor's interest in the balance in the custodial account shall
at all times be nonforfeitable.

ARTICLE III

Investment in General

(1) No part of the custodial funds shall be invested in life insurance
contracts; nor may the assets of the custodial account be commingled
with other property except in a common trust fund or common investment
fund (within the meaning of Section 408(a)(5) of the Code).

(2) No part of the custodial funds may be invested in collectibles (within
the meaning of Section 408(m) of the Code).

(3) This custodial account is created, administered and held for the
exclusive benefit of the Depositor and his Beneficiaries.

ARTICLE IV

Distribution

(1) Notwithstanding any provision of this Agreement to the contrary, the
distribution of a Depositor's interest in the custodial account shall be
made in accordance with the minimum distribution requirements of Section
408(a)(6) or Section 408(b)(3) of the Code and the Income Tax
Regulations thereunder, including the incidental death benefit
provisions of Section 1.401 (a)(9)-2 of the proposed Income Tax
Regulations, all of which are herein incorporated by reference.

(2) The Depositor's entire interest in the custodial account must be
distributed, or begin to be distributed, by the Depositor's "required
beginning date," which is the April 1 following the calendar year in
which the Depositor attains age 70 1/2. For such succeeding year, a
distribution must be made on or before December 31. By the required
beginning date the Depositor shall elect, in a manner and at such time
as may be acceptable to the Custodian, to have the balance in the
custodial account distributed in one of the following forms: (a) a
single lump sum payment;

(b) an annuity contract providing equal or substantially equal monthly,
quarterly, or annual payments over the life of the Depositor;

(c) an annuity contract providing equal or substantially equal monthly,
quarterly or annual payments over the joint and last survivor lives of
the Depositor and his designated Beneficiary;

(d) equal or substantially equal monthly, quarterly or annual payments over
a specified period that may not be longer than the Depositor's life
expectancy; or

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(e) equal or substantially equal monthly, quarterly or annual payments over
a specified period that may not be longer than the joint life and last
survivor expectancy of the Depositor and his designated Beneficiary.

Even if distributions have begun to be made under option (d) or (e),
the Depositor may receive a distribution of the balance in the custodial account
at any time by giving written notice to the Custodian. The Depositor shall be
solely responsible for making the necessary election and commencing distribution
by the required beginning date.

The amount to be distributed each year, beginning with the first
calendar year for which distributions are required and then for each succeeding
calendar year, shall not be less than the quotient obtained by dividing the
Depositor's benefit by the lesser of (i) the applicable life expectancy, or (ii)
if the Depositor's spouse is not the designated beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 or Q&A-5, as applicable, of
Section 1.401(a)(9)-2 of the proposed Income Tax Regulations.

Distributions after the death of the Depositor shall be distributed
using the applicable life expectancy as the relevant divisor without regard to
Section 1.401(a)(9)-2 of the proposed Income Tax Regulations.

(3) If the Depositor dies before his entire interest is distributed to him,
the entire remaining interest in the custodial account will be
distributed as follows:

(a) If the Depositor dies on or after distributions have begun
under paragraph (2) of this Article,the entire remaining
interest must be distributed at least as rapidly as provided
under paragraph (2) of this Article.

(b) If the Depositor dies before distributions have begun under
paragraph (2) of this Article, the entire remaining interest
must be distributed as elected by die Depositor or, if the
Depositor has not so elected, as elected by the Beneficiary or
Beneficiaries, as follows:

(i) by December 3 1 st of the year containing the fifth
anniversary of the Depositor's death; or

(ii) in equal or substantially equal monthly, quarterly or
annual payments over the life or life expectancy of
the designated Beneficiary or Beneficiaries starting
by December 31st of the year following the year of
the Depositor's death. If however,the Beneficiary is
the Depositor's surviving spouse and subject to
paragraph (e) of this Article, then this distribution
is not required to begin before December 3 1 st of
the year in which the Depositor would have attained
age 70 1/2.

(c) Subject to paragraph (e) of this Article, in the event of the
death of the Depositor the surviving spouse Beneficiary may
elect to treat theaccount as the spouse's own individual
retirement account in accordance with 1.408-8 of the Proposed
Income Tax Regulations.

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(d) Distributions under paragraph (2) of this Article are
considered to have begun if the distributions are made on
account of the Depositor reaching his required beginning date.
If the Depositor receives distributions prior to the required
beginning date and the Depositor dies, distributions will not
be considered to have begun.

(e) Notwithstanding the foregoing provisions, if the Beneficiary
is a trust for the surviving spouse, and if a qualified
terminal interest property marital deduction for federal
estate tax purposes is allowable with respect to the
distributions from the custodial account payable to such
trust, then the distributions under this paragraph (3) shall
be increased, if necessary, to assure that all of the annual
income of the custodial account is distributed at least
annually to the trust. Furthermore, if the Beneficiary is such
a trust, all administrative charges and expenses of the
custodial account shall be charged to principal and shall not
reduce the annual income of the custodial account. The trustee
of the trust shall have the right to request immediate payment
of any part or all of the custodial account in order to
satisfy any request by the surviving spouse to convert
unproductive property into productive property or in order to
make withdrawals in excess of the minimum required
distributions. The provisions of this subparagraph (e) are
subject to the applicable minimum distribution requirements.
The Depositor shall be responsible for completing an
appropriate Beneficiary designation to carry out the
provisions of this subparagraph (e).

(4) Life expectancy is computed by use of the expected return
multiples in Table V and VI of Section 1.72-9 of the Income
Tax Regulations. Unless otherwise elected by the Depositor
prior to the commencement of distributions under paragraph (2)
of this Article or, if applicable, by the surviving spouse
where the Depositor dies before distributions have commenced,
life expectancies of a Depositor or spouse Beneficiary shall
be recalculated annually for purposes of distributions under
paragraph (2) and paragraph (3) of this Article. An election
not to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a nonspouse
Beneficiary shall not be recalculated. Instead, life
expectancy will be calculated using the attained age of such
Beneficiary during the calendar year in which the individual
attains age 70 1/2, and payments for subsequent years shall be
calculated based on such life expectancy reduced by one for
each calendar year which has clasped since the calendar year
life expectancy was first calculated.

(5) An individual may satisfy the minimum distribution
requirements under Sections 408(a)(6) and 408(b)(3) of the
Code by receiving a distribution from one Individual
Retirement Account or Individual Retirement Annuity ("IRA")
that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this
purpose, the Depositor of two or more IRAs may use the
"alternative method" described in Internal Revenue Service
Notice 88-38, 1988-1 C.B. 524, to satisfy the minimum
distribution requirements described above.

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ARTICLE V

Depositor's Declaration

Except in the case of the Depositor's death, disability (as defined in
Section 72(m) of the Code) or attainment of age 59 1/2, before distributing an
amount from the account, the Custodian may require from the Depositor a
declaration of the Depositor's intention as to the disposition of the amount
distributed.

ARTICLE VI

Reports

(1) The Depositor agrees to provide information to the Custodian at
such time and in such manner and containing such information as may be necessary
for the Custodian to prepare any reports required pursuant to Section 408(i) of
the Code and the Income Tax Regulations thereunder.

(2) The Custodian agrees to submit reports to the Internal Revenue
Service and the Depositor at such time and in such manner and containing such
information as is prescribed by die Internal Revenue Service.

(3) The Custodian shall furnish the Depositor annual calendar year-end
reports concerning the status of the custodial account as required by 1.408-5 of
the Income Tax Regulations.

ARTICLE VII

Preemption

Notwithstanding any other articles which may be added or incorporated,
the provisions of Articles I through III and this sentence shall be controlling.
Furthermore, any such additional Article shall be wholly invalid, if it is
inconsistent, in whole or in part, with Section 408(a) of the Code and the
Income Tax Regulations thereunder.

ARTICLE VIII

Amendments in General

This Agreement shall be amended, from time to time, in order to comply
with the provisions of the Code and Income Tax Regulations thereunder.
Furthermore, other amendments may be made to this Agreement by the Custodian as
provided herein.

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ARTICLE IX

Accounting

(1) All contributions made by the Depositor or the spouse of the
Depositor and all investments made with such contributions and the earnings
thereon shall be credited to an account maintained for the Depositor or the
spouse of the Depositor by the Custodian. The Custodian shall keep accurate and
detailed records of all contributions, receipts, investments, distributions,
disbursements, and all other transactions. Any contribution or investment in the
custodial account shall be held without distinction between income and
principal.

(2) After the close of each calendar year the Custodian shall render to
the Depositor a written report of the Depositor's account as of each December 3
1. Such report shall be made available to the Depositor within the time and in a
form prescribed by the Internal Revenue Service. The Custodian shall also render
such reports as are regularly issued by ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. to its customers
(which may consist of copies of account statements regularly issued by ▇. ▇.
▇▇▇▇▇▇▇▇ & Co.).

(3) In the absence of the filing in writing with the Custodian by the
Depositor of exceptions or objections to the annual report within sixty days
after the mailing of such report, the Depositor shall be deemed to have approved
such report and the Custodian shall be released, relieved and discharged from
all liability to anyone (including the Beneficiary) with respect to all matters
set forth in such report as though such account had been settled by the decree
of a court of competent jurisdiction. No person other than a Depositor may
require an accounting or bring any action against the Custodian with respect to
the account.

(4) The Custodian shall have the right at any time to apply to a court
of competent jurisdiction for judicial settlement of its accounts or for
determination of any questions of construction which may arise or for
instructions. The only necessary party defendant to such action shall be the
Depositor but the Custodian may, if it so elects, bring in as a party defendant
any other person or persons. The cost of any such accounting, including, but not
limited to, attorney's fees and court costs, shall be charged to the account as
an administration expense under Article XV.

ARTICLE X

Investment Powers

(1) The Depositor shall have the full responsibility for directing the
investment of all accounts credited to his account, including amounts earned
▇▇▇▇▇▇▇▇▇. The Depositor further agrees that such directions shall be limited to
investments approved by 1. ▇. ▇▇▇▇▇▇▇▇ & Co. from time to time for investments
in IRA accounts. Further, non-brokered certificates of deposit, non-brokered
notes (mortgages), closely held securities (in which ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. does
not participate in the subscription offer), and real estate (hereinafter
collectively referred to as "Special Assets") are not permitted investments in
the individual retirement account unless the Custodian has agreed to permit such
investments in the account. The Depositor shall provide Custodian with an annual
written valuation of all Special Assets valued as of each December 31 and upon
such other times as the Custodian may require. If the Depositor fails to provide
such

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valuations the Custodian may employ such appraisers as needed to make the
valuation and charge the account for such appraisal. If Special Assets are
received into the account, the Custodian will charge additional fees for
receiving, maintaining, administering, safekeeping and selling such assets.

(2) The Depositor's investment directions may be given to the Custodian
either orally or in writing. The Depositor may delegate to an investment manager
the Depositor's power to direct investment of the account; providing that the
Custodian must be given a written notice in which the Depositor names and
appoints the delegate, a signed copy of the written agreement between the
Depositor and his delegate and any additional information and documents that the
Custodian may then require. Any direction given by such delegate shall
conclusively be presumed to be the direction of the Depositor until the
Custodian receives written notice of revocation of such delegation.

(3) The Custodian upon receipt of the Depositor's investment direction
shall execute the direction as soon as practical, and shall send a written
confirmation to the Depositor acknowledging the completion of the Depositor's
transaction.

(4) The Custodian shall have no right or responsibility (except as
provided below) to make any investments or dispose of any investment held in the
account, unless pursuant to the Depositor's direction. The Custodian shall have
no responsibility to inquire into or question any such directions of the
Depositor, to review the investments held in the account, or to give advice to
the Depositor with respect to the retention or disposition of any assets in the
account.

(5) Dividends and earnings from the assets of the account will be
retained in the account. Until such time as the Depositor has directed the
Custodian with respect to his account, the Custodian shall invest the amounts so
received in interest bearing accounts (at then current interest rates)
maintained by the Custodian.

(6) Notwithstanding anything herein contained to the contrary, the
Depositor may direct the investment of dividends and earnings from the assets of
the account pursuant to paragraph (2) of this Article.

(7) The Custodian may retain cash in the account without investing the
same.

(8) As soon as practical after the Custodian shall have received
notification of the death of a Depositor, all subsequent earnings in his account
shall be reinvested in the money market fund designated by the Depositor prior
to his death for the purpose of investment of income in accordance with
paragraph (6) of this Article. All other assets in his account shall remain as
invested until distributed in full to the Beneficiary of the Depositor or until
the Beneficiary otherwise designates.

ARTICLE XI

Responsibility of the Custodian

(1) The Custodian shall have no responsibilities or duties except for
those specifically set forth in this Agreement. The Custodian shall have the
power to hold any investment in bearer form or in the name of the Custodian or
in the name of any nominee without qualification or description.

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(2) The Custodian shall have the power, pursuant to the Depositor's
directions, to write covered listed call options against existing positions or
to close such option contracts, to exercise conversion privileges, or rights to
subscribe for additional securities and to make payments therefor.

(3) The Custodian shall have the power, pursuant to the Depositor's
directions, to invest and reinvest the assets of die account.

(4) Pursuant to the directions of the Depositor, the Custodian shall
have the power to consent or to participate in dissolutions, reorganizations,
consolidations, mergers, sales, leases, mortgages, transfers or other changes
affecting investments held by the Custodian. In the absence of such directions
the Custodian shall take no action.

(5) The Custodian shall have no duty or responsibility to diversify the
assets of the account or to insure that the investment of such assets is
authorized by the laws of any jurisdiction for purposes of trust investment.

(6) The Custodian shall not vote any shares of investments held in the
account except in accordance with the written instructions of a Depositor.

(7) Neither the Custodian nor any agent of the Custodian shall have any
power, authority or discretion to enter into a mutual agreement, arrangement or
understanding on behalf of the Custodian or the agent, in which the Custodian or
such agent agrees to render to the Depositor, advice which will serve as a
primary basis for investment with respect to the assets of the account and which
investment advice is individualized to the particular needs of the account.

ARTICLE XII

Designation of Beneficiary

(1) Subject to applicable state law, the Depositor from time to time,
may designate any Beneficiary or Beneficiaries (concurrently, contingently or
successively) to whom the assets in the account are to be paid upon the
Depositor's death. In certain community property states, the Custodian may
require spousal consent to a non-spouse Beneficiary. Such designation shall be
in writing and shall continue in effect until revoked by the Depositor during
his lifetime by a subsequent designation in writing. 'Me Depositor is solely
responsible for securing the spouse's consent and the Custodian shall not be
liable to the spouse, any Beneficiary or any entity in regard to such consent or
any payments related thereto.

(2) If no such designation is in effect at the time of the Depositor's
death or if the designated beneficiary of the Depositor shall not survive the
Depositor, the Beneficiary shall be the spouse of the Depositor, or if there is
no spouse living at the time of the Depositor's death, the Beneficiary shall be
the estate of the Depositor.

(3) After all custodian fees have been paid, the Beneficiary shall be
entitled to the Depositor's entire interest in the event of the Depositor's
death prior to the complete distribution of the entire interest.

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ARTICLE XIII

Payment of Benefits

(1) The Depositor shall notify the Custodian in writing signed by the
Depositor of the time he wishes to receive his benefits and the form of the
benefit in accordance with Article IV. The Custodian shall not be liable, for
the proper application of any part of the account if the distributions are made
in accordance with the written directions of the Depositor.

(2) If the distribution is to be made in cash or kind the Depositor
shall direct the Custodian as to what investments arc to be sold or distributed
in order to comply with the direction. If the Depositor fails to so direct, the
Custodian shall, to the extent necessary to comply with the direction to
distribute, either sell investments for cash or distribute the assets of the
account in the sole discretion of the Custodian and without liability to the
Custodian.

(3) If the Depositor dies before his entire interest in the custodial
account is distributed to him, or if the distribution has been commenced to his
surviving spouse and such surviving spouse dies before the entire interest is
distributed to such spouse, the balance of his account shall be distributed to
the Beneficiary in accordance with paragraph (3) of Article IV at the time and
in the manner as directed by the Beneficiary entitled thereto.

(4) If the Custodian is unable to make a distribution to a Depositor or
a Beneficiary within a reasonable time after such payment is due because the
Custodian cannot ascertain the whereabouts of the Depositor or the Beneficiary
by mailing to the last known address of such individual, the Custodian shall
take no action (other than paying Custodian's fees from the account) until such
time as disbursement is possible or such funds escheat to a governmental agency
by operation of law.

(5) If the Depositor provides the Custodian written notice and evidence
satisfactory to the Custodian that the Depositor is disabled within the meaning
of Section 72(m)(7) of the Code, the Depositor may elect to receive his interest
in his account in accordance with any of the settlement options set forth in
Article IV of this Agreement. The Custodian shall not be liable for any
penalties or tax assessed because distributions under this paragraph fail to
qualify as payments attributable to disability.

(6) Prior to the expiration of the 2-year period beginning on the date
the Depositor first participated in any SIMPLE IRA Plan maintained by the
Depositor's employer, any rollover or transfer by the Depositor of funds from
this SIMPLE IRA must be made to another SIMPLE IRA of the Depositor. Any
distribution of funds to the Depositor during this 2-year period may be subject
to a 25-percent additional tax if the Depositor does not roll over the amount
distributed into a SIMPLE IRA. After the expiration of this 2-year period, the
Depositor may roll over or transfer funds to any IRA of the Depositor that is
qualified under Section 408(a) or (b) of the Internal Revenue Code.

ARTICLE XIV

Rollover Contributions

(1) The Custodian may receive from any individual a rollover
contribution as described in Section 402(c); 403(a)(4); 403(b)(8) and 408(d)(3)
of the Code, to be invested and

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distributed, pursuant to this agreement. Unless the Depositor otherwise directs
the Custodian in writing, each rollover contribution received shall be held by
the Custodian in a separate account and all earnings therefrom shall be credited
to such account. The Custodian shall not accept other contributions to such an
account unless the Depositor otherwise requests in writing. The Custodian shall
have no obligation to ascertain whether or not such rollover is proper pursuant
to the Code or the provisions of any other plan.

(2) The Custodian may receive rollover contributions consisting of
property which is obtainable through ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. The Custodian may also
receive as a rollover contribution such other property which is approved by the
Custodian's Trust Division.

ARTICLE XV

Compensation

(1) Depositor shall be charged by the Custodian for its services under
this Agreement in accordance with the fee schedule of the Custodian in effect
from time to time. The Depositor hereby covenants and agrees to pay the same.

(2) The Depositor shall pay to the Custodian any taxes paid by the
Custodian which may be imposed upon the account or the income thereof which the
Custodian is required to pay, as well as all expenses of administration of the
account including fees for legal services. The Depositor shall pay to the
Custodian fees charged by the Custodian (including, but not limited to, legal
fees incurred by the Custodian) for review of any divorce decrees, divorce
agreements and/or court orders involving the custodial account and reserves the
right to reject any such decrees, agreements or orders if such documents are not
specific or correct.

(3) The Depositor's account will be charged for all brokerage fees,
other selling and buying expenses, and mutual fund management fees which arc
allocable to the account.

(4) In the event a Depositor (or his Beneficiary) fails to promptly pay
the taxes, expenses, liabilities, or the Custodian's fees or compensation
allocable to the account, after a demand for such payment has been made by the
Custodian on the Depositor (or his Beneficiary, as the case may be) such
liability shall be charged against the account. In this connection, the
Custodian shall to the extent necessary to pay the liabilities, liquidate the
assets of the account without liability to the Custodian.

(5) If the account is insufficient to satisfy such liabilities
(including if the account cannot be liquidated) or in the event a deficit should
occur in the-account for any reason, the Custodian will charge the Depositor for
such amounts as are unsatisfied and may terminate the account as provided in
Article XVIII. All monies and property carried by the Custodian at any time in
any account of the Depositor (held either jointly, individually or otherwise)
other than a Regulated Commodity account, or which may at any time be in the
Custodian's possession or under its control for any purpose shall be collateral
subject to a general lien and security interest for the discharge of all
liabilities arising under this Agreement and of all deficits arising in the
account, however and whenever arising. Should the Depositor fail to make any
payment or satisfy any liability arising under this agreement or any deficit
arising in the account, the Custodian is hereby authorized to sell any property
in the account of the Depositor with the Custodian, or buy in any property which
any such account may be short, or otherwise effect

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settlement for the purpose of satisfying any such liability or deficit which may
arise. Any such sale, purchase or settlement may be made at the Custodian's
discretion and at its prevailing commission rates on any exchange or market
where such business is then transacted or at public auction or private sale
without notice to the Depositor and without advertisement, tender or demand any
kind on the Depositor, such notice, advertisement, tender or demand being hereby
expressly waived by the Depositor.

(6) The Custodian may at any time liquidate sufficient assets in the
IRA to satisfy any obligations of the IRA and the Depositor and his Beneficiary
or Beneficiaries agree to hold Custodian harmless from any taxes, interest,
penalties or other claims, liabilities or damages resulting from or arising out
of such asset liquidation and/or account termination. Further, Depositor and his
Beneficiary or Beneficiaries release Custodian from all damage claims resulting
from or arising out of such asset liquidation.

ARTICLE XVI

Amendment

(1) This Custodial Account Agreement is intended to be and to continue
as a qualified individual retirement custodial account within the meaning of
Section 408 of the Code. The Depositor irrevocably delegates to the Custodian
the power to amend this document in writing from time to time without the
consent of the Depositor if such amendment is necessary to comply with
provisions of the Code and related regulations, or to comply with regulatory or
statutory revision or to maintain compliance with Federal and State laws. The
Depositor irrevocably delegates to Custodian power to amend this Agreement in
writing from time to time without the consent of the Depositor for any other
amendments upon thirty (30) days prior written notice to the Depositor setting
forth such amendment. Any amendment to the Agreement may be retroactively
effective unless otherwise required by law.

(2) Notwithstanding anything herein contained to the contrary, the
Depositor may change his investment directions (in accordance with Article X),
his Beneficiary designation (in accordance with Article XII), or the time or
form for payment of benefits (in accordance with Articles IV and XIII).

(3) Neither the Depositor nor the Custodian shall have the power to
amend the Custodial Account Agreement in such manner as would cause or permit
any pan of the benefits in the account to be diverted to purposes other than for
the exclusive benefit of the Depositor or his Beneficiaries unless such
amendment is necessary to conform the Custodial Account Agreement to or satisfy
the conditions of any law, governmental regulation or ruling or to meet the
requirements of the Code or any amendment thereof. Further, neither the
Depositor nor the Custodian shall have the power to amend the Custodial Account
Agreement in such manner as would cause the account to fail to qualify as an
individual retirement account under Section 408 of the Code.

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ARTICLE XVII

Termination and Transfer

(1) A Depositor may terminate this Custodial Account Agreement at any
time by delivery of written notice of such termination to the Custodian. Upon
such termination, the Custodian shall continue to hold the assets and distribute
them in accordance with the previous instructions of the Depositor and the
provisions of this Agreement unless the Custodian receives other instructions
from the Depositor (such as those involving a rollover) which the Custodian may
follow, without liability and without any duty to ascertain whether such payout
is proper under the provisions of the Code or of any other plan. If such other
instructions involve a payout of the Depositor's benefits, the procedures set
forth in Article XIII hereof shall be applicable.

(2) Upon request of a Depositor in writing to the Custodian, the
Custodian shall transfer all benefits of the Depositor to the Depositor, to a
qualified employee retirement plan or to another individual retirement account
established by the Depositor. The Custodian is authorized, however, to reserve
such sum of money or investments as it may deem advisable for payment of all its
fees, compensation, costs and expenses, or for any other liabilities
constituting a charge against the assets of the account or against the Custodian
with any balance of such reserve remaining after the payment of all such items
to be paid over to the successor trustee or custodian. If investments are
retained for the aforesaid reasons, they shall be disposed of in accordance with
Article XIII. Upon any such transfer, the Custodian's accounting procedures set
forth in Article IX hereof shall be applicable. The Depositor assumes all
responsibility and liability for determining whether a transfer of benefits from
this Agreement is permitted by the Code or state law.

(3) This Custodial Account Agreement will be terminated in the case of
complete distribution of the assets of the Depositor's Account.

(4) The death of the Depositor shall not cause a termination of this
Custodial Account Agreement.

ARTICLE XVIII

Resignation or Removal of Custodian

(1) The Custodian may resign at any time upon thirty (30) days' notice
in writing to the Depositor and may be removed by the Depositor at any time upon
thirty (30) days' notice in writing to the Custodian. Upon such resignation or
removal, the Depositor shall appoint a qualified successor custodian or trustee.
Upon receipt by the Custodian of written acceptance of such appointment by the
successor custodian or trustee, the Custodian shall transfer and pay over to
such successor the assets of the accounts or account and all records pertaining
thereto. The Custodian is authorized, however, to reserve such sum of money or
investments as it may deem advisable for payment of all its fees, compensation,
costs and expenses, or for payment of any other liabilities constituting a
charge against the assets of the accounts or account or against the Custodian
with any balance of such reserve remaining after the payment of ail such items
to be

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paid over to the successor custodian or trustee. If investments are retained for
the aforesaid reasons, they shall be disposed of in accordance with Article
XIII.

(2) It shall be a condition of the removal of the Custodian by the
Depositor that the Depositor shall have appointed a qualified successor
custodian or trustee. In the event of the resignation of the Custodian and
failure to appoint a qualified successor, the Custodian may designate a
successor custodian(s) or trustee(s). Such designation or designations may be
made in the alternative specifying the order in which the custodians or trustees
names are to serve. Unless and until a custodian or trustee named shall commence
to act hereunder, the designation of such custodian or trustee may be revoked by
the custodian or trustee then acting in the same manner as the designation of
such custodian or trustee was made.

(3) In the event the Depositor fails to pay the Custodian's fees or
compensation, the account cannot be liquidated in order to pay such fees or
Compensation, and the Depositor fails to appoint a successor custodian or
trustee within thirty (30) days after written notice is mailed by ▇▇▇▇▇▇▇▇▇,
then Custodian may terminate its custodial relationship and this individual
retirement account and transfer the assets in the account to a regular brokerage
account at ▇.▇. ▇▇▇▇▇▇▇▇ & Co. In such event Custodian shall not be liable for
taxes, penalties, interest or other damages resulting therefrom.

(4) The Custodian shall substitute another trustee or custodian if the
Custodian receives notice from the Commissioner of Internal Revenue that such
substitution is required because it has failed to comply with the requirements
of Section 1.401-(12)(n) of the Income Tax Regulations.

(5) In the event a successor custodian or trustee is appointed the
Custodian shall have the power to sell all the property in the account in order
to convert such property into a form which the successor custodian or trustee
may receive.

ARTICLE XIX

Miscellaneous

(1) Unless specifically authorized in this agreement, the Custodian
shall not, with respect to the account, exercise any discretionary authority or
discretionary control respecting the management or disposition of its assets, or
any discretionary authority or responsibility in its administration.

(2) The Custodian shall not be liable for any tax attributable to the
contribution or receipt of any excess contribution. The Custodian shall have no
duty to determine whether contributions in any year exceed the maximum
deductible for contributions to an account for federal or state income tax
purposes.

(3) The Custodian is not liable to the Depositor, his spouse, or other
Beneficiaries for any loss, income tax liability or any other detriment to an
account held by the Custodian pursuant to this Agreement caused by a transaction
engaged in by the Depositor, his spouse, or other Beneficiary that is prohibited
by Section 4975 of the Code.

(4) The Custodian shall be fully protected in acting upon any
instrument, certificate, power of attorney, appointment of investment manager or
paper believed by it to be genuine and the Custodian shall be under no duty to
make any investigation or inquiry as to any statement contained in any such
writing or other legality of such writing, but may accept the same as

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conclusive evidence of the truth and accuracy of the statements therein
contained. The Custodian may rely upon, and act in accordance with, a power of
attorney given by the Depositor to any person or persons or institution. The
Depositor shall at all times duly indemnify and save harmless the Custodian from
any liability which may arise hereunder except liability arising from the
negligence or willful misconduct of the Custodian.

(5) The Custodian shall not be liable for any losses which may result
from its failure to act in the absence of directions from the Depositor, when
such directions are prescribed by this Agreement.

(6) The Custodian shall not be liable for any act or omission made
with respect to the Custodial Account Agreement except for its intentional
misconduct or negligence.

(7) The Depositor may transfer part or all of his interest in his
custodial account to the former spouse of the Depositor, or an individual
retirement account established by such spouse, pursuant to a divorce decree or
under a written instrument incident to a divorce.

(8) Unless otherwise required by law, the terms and conditions of this
Custodial Account Agreement shall be applicable without regard to the community
property laws of any state.

(9) The terms and provisions of this Custodial Account Agreement shall
be construed according to the principles, and in the priority, as follows:
first, in accordance with the meaning under, and which will bring the Agreement
into conformity with, the Internal Revenue Code of 1986, as amended, and the
Employee Retirement Income Security Act of 1974, as amended; and secondly, in
accordance with the laws of the State of Tennessee. If any provisions of this
Agreement shall be construed as if such provision had never been included, then
this Agreement shall be deemed to contain the provision necessary to comply with
such laws. Wherever applicable, the masculine pronoun as used herein shall
include the feminine, and the singular the plural.

(10) The Depositor herein agrees that he shall look solely to the
assets of his account for the payment of any benefits to which he is entitled.

(11) The Depositor shall notify the Custodian of any change in the
Depositor's address.

(12) If the custodial account acquires collectibles within the meaning
of Section 408(m) of the Code after December 31, 1981, the investment in
collectibles will be treated as a taxable distribution in an amount equal to the
cost of such collectible and taxable as such.

(13) If this custodial account is established by an employer for the
exclusive benefit of its employees or their beneficiaries, then separate records
will be maintained for the interest of each individual; provided, however, that
the employer shall secure Internal Revenue Service approval of the custodial
account pursuant to Section 408(c) of the Code.

(14) This Agreement shall not be deemed to create a trust between the
Custodian and the Depositor and his spouse or other Beneficiaries.

(15) The Depositor certifies that:

(a) all contributions made to the custodial account are
within the limits specified by applicable law;

(b) all contributions made by or on behalf of the
Depositor have been made on a timely basis; and

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The Custodian may rely upon all such certifications of the Depositor,
and shall not be liable for any mistake of fact or judgment with respect to any
contribution into the custodial account

(16) It is the Depositor's (or Beneficiary's in the event of the
Depositor's death) responsibility and obligation to give written notice to the
Custodian of the amount of each minimum distribution required in order to avoid
the minimum distribution excise tax penalty under federal and state laws or to
satisfy any qualified terminal interest property marital deduction distribution
requirements. Such notice shall be delivered to the Custodian not more than
thirty (30) days nor less than seven (7) days prior to each required minimum
distribution date. The Custodian shall have no duty, obligation or
responsibility to notify the Depositor or any Beneficiary of any obligation
hereunder or to determine the amount of any minimum distribution and the
Custodian shall not be liable for any penalties, taxes or interest of any kind
related thereto.

(17) If a custodial account is established for a minor, the guardian,
custodian or other legal representative of the minor shall agree in writing to
guarantee full payment of all compensation or fees payable to the Custodian
herein. No investment direction shall be accepted by the Custodian from the
minor and shall only be accepted from the guardian, custodian or other legal
representative of the minor.

ARTICLE XX

Rights of Revocation

(1) This Custodian Account Agreement may be revoked by the Depositor or
rejected by the Custodian within seven (7) calendar days after the date upon
which the Adoption Agreement is signed by the Depositor, in which event this
Agreement shall be void from its inception, and all property contributed and all
fees paid by the Depositor to the Custodian shall be returned to the Depositor.
Notwithstanding the preceding sentence, the Custodian shall execute any
investment directions of the Depositor during the seven (7) calendar days
immediately following the date upon which the Depositor signed the Custodian
Account Adoption Agreement.

ARTICLE XXI

Definitions

The following words and phrases, when used herein, shall have the
following respective meanings (unless their context clearly indicates
otherwise):

(1) Depositor: The individual who is eligible to establish a Simple
Individual Retirement Custodial Account and who establishes a simple individual
retirement custodial account under this Agreement by executing the IRA Adoption
Agreement.

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(2) Beneficiary: A person, trustee, or entity (including but not
limited to the Depositor's (or spouse's) estate, dependent (or dependents),
designated in writing by the Depositor (or surviving spouse) to receive benefits
payable under this Agreement, subsequent to the death of the Depositor (or
surviving spouse).

(3) Custodian: ▇. ▇. ▇▇▇▇▇▇▇▇ & Co., its successors and assigns.

(4) Code: The Internal Revenue Code of 1986, as amended. Reference to a
section of the Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements or supersedes said
section.

▇. ▇. ▇▇▇▇▇▇▇▇ & CO.
SIMPLE INDIVIDUAL RETIREMENT ACCOUNT DISCLOSURE STATEMENT

The following disclosure statement is provided to you in accordance with the
Internal Revenue Code. It should be reviewed along with the Simple Individual
Retirement Custodial Account Adoption Agreement, Simple Individual Retirement
Custodial Account Agreement and Explanation of Fees. The information provided
below reflects the provisions of the Internal Revenue Code as are effective
January 1, 1997.

(A) Right of Depositor to Revoke Within Seven Days

Within seven (7) days after the date Depositor signs the Simple Individual
Retirement Custodial Account Adoption Agreement, thereby acknowledging receipt
of the Disclosure Statement, the Depositor shall have the right to revoke the
Adoption Agreement. Such notification of revocation shall be in writing
(specifically stating the Depositor's intention to revoke). Oral revocation is
not permitted. The written notification of revocation shall be mailed or hand
delivered to the Retirement Services Department, ▇. ▇. ▇▇▇▇▇▇▇▇ & Co., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ on or before the end of the
seven-day period. In the event the written notification is mailed, it shall be
deemed mailed on the date of the postmark, or if sent by certified or registered
mail, it shall be deemed to be mailed as of the date of certification or
registration. If mailed, the written notice of revocation shall be mailed in the
United States in an envelope, or other appropriate wrapper, and it shall be
mailed by first class mail with the postage prepaid and properly addressed.
Notification mailed or delivered after the sever, day period will be considered
null and void, and will not cause an effective revocation. The phone number of
the Retirement Services Department of ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. is (▇▇▇) ▇▇▇-▇▇▇▇.
The Custodian shall execute any investment directions of the Depositor during
the seven (7) day revocation period.

(B) Internal Revenue Code Requirements with Respect to your Custodial Account

The Internal Revenue Code of 1986 (hereinafter referred to as die "Code")
defines a Simple Individual Retirement Account as an Individual Retirement
Account as a trust or custodial account (hereinafter referred to as die
"account") maintained for the exclusive benefit of the Depositor or his
beneficiaries pursuant to a written instrument, which contains the following
provisions:

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(1) Except in the case of rollover contributions from another
Simple Individual Retirement Account, contributions must be
made in cash on behalf of the Depositor pursuant to a
qualified salary reduction arrangement under the Simple plan
described in Section 408(p) of the Code of die Depositor's
employer.

(2) The Custodian must be a bank or other organization, such as ▇.
▇. ▇▇▇▇▇▇▇▇ & Co., which has been qualified by the Internal
Revenue Service to serve as trustee or custodian.

(3) No portion of the funds in the account may be invested in life
insurance contracts or collectibles.

(4) The interest of a Depositor in his account is nonforfeitable.

(5) The assets of the account will not be commingled with other
property except in a common trust fund or common investment
fund (within the meaning of Section 408(a)(5) of the Code).

(6) Distributions may begin when the Depositor reaches age 59 1/2;
however, distributions must begin on or before the first day
of April following the calendar year in which the Depositor
attains age 70 3A ("required beginning date"). A Depositor who
becomes disabled may elect to receive distributions without
regard to age. Upon reaching the required beginning date,
distribution must be made in a single sum payment, or in equal
or substantially equal monthly, quarterly or annual payments
over a specified period that may not be longer than the
Depositor's life expectancy or in equal or substantially equal
monthly, quarterly or annual payments over a specified period
that may not be longer than the joint life and last survivor
expectancy of the Depositor and his designated beneficiary.
Life expectancy is calculated based upon Treasury regulation
tables. Even if payments based on life expectancy have begun,
the Depositor may give written notice to the Custodian to
receive a distribution of the balance of the account. However,
the Depositor must give written notice to the Custodian not
more than 30 days and not less than 7 days prior to the date a
minimum distribution is required.

(7) If the Depositor dies on or after his required beginning date
and distribution of his interest has begun, then the remaining
portion of such interest will continue to be distributed under
the method being used prior to the Depositor's death. If the
Depositor dies beforedistribution of his interest commences,
then the entire account will be distributed at the election of
the beneficiary or beneficiaries in accordance with one of the
following:

(a) The entire account will be paid by December 31 of the
year in which the fifth anniversary of die
Depositor's death occurs.

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(b) If the Depositor's account is payable to a designated
beneficiary who is an individual, the account will be
distributed in equal or substantially equal payments
over the life or life expectancy of the designated
beneficiary or beneficiaries. If the spouse of the
Depositor is not the beneficiary, payment must begin
by the December 31 of the year following the
Depositor's death. If the spouse is the beneficiary,
then payments shall begin prior to the date on which
the deceased Depositor would have attained age 70
1/2. The beneficiary (including the spouse) may at
any time elect to receive greater payments.

The election of either (a) or (b) must be
made by the December 31 following the year of the
Depositor's death. If the beneficiary or
beneficiaries do not elect either (a) or (b), then
distribution will be made in accordance with (b) if
the beneficiary is the spouse of the Depositor, or
(a) if the beneficiary or beneficiaries are or
include anyone other than the spouse.

(8) If the spouse of the Depositor is the designated beneficiary,
and if the entire account is paid in a single sum, the spouse
can rollover all or part of the payment to the spouse's IRA
provided the rollover is made within 60 days of receipt of
payment. In such a case the surviving spouse would not have to
begin receiving distributions from the IRA until age 70 1/2.
However, distributions prior to 591/2 would generally be
subject to the 10% premature distribution penalty.

(9) If the spouse of the Depositor is the designated beneficiary,
then the spouse may elect to maintain the account as her own
account. The surviving spouse shall be deemed to have elected
to maintain the account as her own if the spouse fails to
elect either (a) or (b) above or the spouse makes additional
contributions to the account. If the spouse dies prior to
receiving distributions from the Depositor's Simple IRA,
distributions must be made under the rules applicable as if
the spouse were the Depositor.

(10) If the designated beneficiary is a trust for the Depositor's
surviving spouse and a qualified terminal interest property
marital deduction for federal estate tax purposes is allowable
with respect to the distributions from the custodial account
payable to such trust, then the distributions required above
Will be increased, if necessary, to assure that all of the
annual income of the account is distributed at least annually
to the trust. Furthermore, all administrative charges and
expenses of the account shall be charged to principal and
shall not reduce the annual income of the account. The trustee
of the trust shall have the right to request immediate payment
of any part or all of the custodial account in order to
satisfy any request by the surviving spouse to convert
unproductive property into productive property or in order to
make withdrawals in excess of the minimum required
distributions. The

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provisions of this subparagraph are subject to the applicable
minimum distribution requirements. The Depositor shall be
responsible for completing an appropriate Beneficiary
designation to carry out the provisions of this subparagraph
(10).

(11) If the Depositor dies before his account balance has been
distributed to him, and the beneficiary is other than the
surviving spouse, no additional cash contributions or rollover
contributions may be accepted by the Custodian. Further, the
Simple IRA may not be rolled over to another IRA.

(1) No Income Tax Deduction

(a) Except for rollover contributions from another Simple
IRA, a Depositor may not make a contribution to the
account since all contributions must result from a
Simple IRA Plan of the Depositor's employer.
Accordingly, the Depositor does not take a deduction
on the Depositor's income tax return for amounts
transferred or contributed to the account. Earnings
while in the Simple IRA are generally tax-deferred
until distributed.

(2) Taxation Upon Distribution

(a) The full amount of any distribution from the Simple
IRA will be taxed as ordinary income to the
recipient.

(b) A distribution from this Simple IRA may be a
tax-free-rollover if the entire amount received is
rolled over within 60 days of receipt to another IRA.
However, a twenty-five (25%) percent penalty tax
(discussed below) may apply if the rollover is not
made to another Simple IRA. Tax-free rollovers from
one Simple IRA to another IRA may occur only once
each year.

(3) Rollover Contributions to this Account.

(a) A rollover contribution is a tax-free transfer of
funds from one retirement savings program to another.
No tax deduction is allowed for a rollover
contribution. All rollover contributions to this
Simple IRA must come from another Simple IRA and must
satisfy the following requirements:

(i) The entire amount received must be paid into
this Simple IRA within sixty (60) days after
the amount is received.

(ii) Withdrawal of assets from another Simple IRA
for the purpose of a rollover to this Simple
IRA may occur only once within any one-year
period. The one-year rule does not apply to
direct transfers between Simple IRA
custodians or trustees.

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(iii) The rollover contribution must include the
entire interest which the Depositor received
from other Simple IRA and must be in the
form of the identical property received from
that Simple IRA.

(iv) A minimum distribution from another Simple
IRA may not be rolled over to this Simple
IRA.

(4) Rollover Contributions from this Account

(a) A tax-free rollover from this Simple IRA to another
IRA (either Simple or regular) must satisfy the
following requirements:

(i) The entire amount received must be paid into
the other IRA within sixty (60) days after
the amount is received. If the other IRA is
not a Simple IRA a twenty-five (25%) percent
penalty tax (discussed below) may apply.

(ii) Withdrawal of assets from this Simple IRA
for the purpose of a rollover to another IRA
may occur only once within any one-year
period. The one-year rule does not apply to
direct transfers between this Simple IRA and
another IRA custodian or trustee.

(iii) The rollover contribution must include the
entire interest which the Depositor received
from this Simple IRA and must be in the form
of the identical property received from this
Simple IRA.

(iv) A minimum required distribution from this
Simple IRA may not be rolled over to another
IRA.

(5) Estate and Gift Taxes

(a) Upon the death of the Depositor, the value of the
account is part of the Depositor's gross estate for
Federal estate tax purposes and may incur Federal
estate taxes. Depending upon the applicable state
law, the account may or may not be subject to state
inheritance or estate taxes.

(b) The account may be made payable to a trust that
qualifies for the qualified terminal interest
property marital deduction.

(c) Amounts withdrawn from the account and given as a
gift are subject to Federal (and possibly state) gift
tax laws and may incur gift taxes.

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However, a Depositor's revocable election to have a
distribution payable to a beneficiary upon the death
of the Depositor will not be treated as a gift
subject to gift tax. Because of the complexity of the
rules relating to income taxes, estate and gift
taxes, rollover contributions and the tax
implications, you should consult your tax advisor
before taking any action.

(D) Additional Limitations and Prohibitions

(1) A Depositor, his spouse and his beneficiary are prohibited from
engaging in a prohibited transaction described in Section 4975(c) of the Code
with respect to his account. If such a transaction is engaged in, the account
will lose its tax-exempt status and the fair market value of the account will be
subject to income tax in the taxable year in which the prohibited transaction
occurs (this is considered a premature distribution under subsection 4 below).
Generally, prohibited transactions include the direct or indirect (a) sale or
exchange, or leasing, of any property; (b) lending of money or other extension
of credit; (c) furnishing of goods, services or facilities between die Depositor
or a beneficiary or other disqualified person and the Simple IRA; (d) transfer
to, or use by or for the benefit of the Depositor or a beneficiary or other
disqualified person, of the income or assets of the Simple IRA; (e) dealing by
the Depositor, beneficiary or other disqualified person with the assets of the
Simple IRA in his or her own interest or own account; or (f) receipt by any
disqualified person who is a fiduciary from a party dealing with the Simple IRA
of any consideration in connection with any transaction involving the income or
assets of the Simple IRA.

(2) The acquisition in die account of any collectible will be treated
for purposes of Sections 402 and 408 of the Code as a distribution from the
account in an amount equal to the cost to the account of the collectible and
will be taxable as such. This is considered a premature distribution under
subsection (4) below. The term "collectible" means any work of art, rug,
antique, metal, gem, stamp, coin, alcoholic beverage, or other tangible personal
property specified as such by the Secretary of the Treasury for the purposes of
Section 408(m) of the Code. However, certain designated gold Or silver coins and
certain coins issued by States of the United States are permitted investments.

(3) If a Depositor uses all or any portion of his account as security
for a loan, then the portion of the account so used is treated as having been
distributed to such individual and the benefited individual must include such
distribution in his gross income for the year in which he so uses the account.
This is considered a premature distribution under subsection (4) below.

(4) A ten (10%) percent penalty tax is imposed on distribution made
before the Depositor attains age 59 1/2, unless such distribution is made on
account of (a) death, (b) disability, or (c) the distribution is part of a
series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Depositor or the joint
lives (or joint life expectancies) of the Depositor and his designated
beneficiary. If a distribution occurs during the first 2 year period beginning
on the first day on which contributions are made by the Depositor's employer
into the account) which incurs the penalty tax, then the ten (10%)

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percent penalty tax in the preceding sentence is increased to a twenty-five
(25%) percent penalty tax. The penalty tax will not apply to a rollover to
another Simple IRA. Further, after the Depositor has participated in a qualified
salary reduction arrangement pursuant to a Simple plan maintained by the
Depositor's employer for the 2 year described above, the penalty tax will not
apply to a rollover to a regular IRA.

(5) After a Depositor attains age 70 1/2, if the required distributions
do not equal or exceed certain minimums, a non-deductible excise tax of fifty
(50%) percent will be imposed upon the difference between the amount required to
be distributed and the amount actually distributed.

(6) The Depositor (and Spouse in the case of a Spousal IRA) must file
Form 5329 (Return for Individual Retirement Arrangements Taxes) with the
Internal Revenue Service only if he owes a penalty tax for a premature
distribution or an under-distribution.

(7) The Custodial Account Agreement is on a form approved by the
Internal Revenue Service for use in establishing custodial accounts.

(8) Further information pertaining to the laws and regulations
governing Simple Individual Retirement Accounts may be obtained from any
district office of the Internal Revenue Service.

(9) If the Depositor is a resident of a community property state and
the Depositor desires to name a beneficiary other than the Depositor's spouse,
then the Depositor is solely responsible for securing the spouse's consent and
the Custodian shall not be liable to the spouse, any beneficiary or entity in
regard to such consent. The Depositor should consult an attorney in regard to
any such spousal consents.

(E) Investments

(1) The Depositor is responsible for directing the Custodian with
respect to the investment of all contributions and earnings therefrom. The
Custodian has no discretion or duty, in the absence of the Depositor's direction
or as mandated in the Custodial Account Agreement, to invest any funds. Further,
the Depositor assumes all investment risks with regard to such investments.
Non-brokered certificates of deposit, non-brokered notes (mortgages), closely
held securities (in which ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. does not participate in the
subscription offer), and real estate (collectively referred to as "Special
Assets") are not permitted investments in the account unless the Custodian has
agreed to permit such investments in the account. The Depositor shall provide
valuations of any Special Assets. If the Depositor fails to provide such
valuations then the Custodian may employ appraisers to make such valuations. Any
appraiser fees shall be charged against the IRA account and the Depositor will
be liable for any deficiency.

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The Depositor may only direct the investment of the assets of the
account into investments obtainable through ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. Assets of the
account may not be invested in "Collectibles" as defined in Section 408(m) of
the Code (see paragraph D(2) above).

(2) The Depositor may delegate to any person or institution (other than
the Custodian) the Depositor's power to direct investment of the account as long
as the Custodian is given advance written notice in which the Depositor names
and appoints the delegate, a signed copy of the written agreement between die
Depositor and his delegate and any additional information and documents the
Custodian may require. Any direction given by the delegate is conclusively
presumed to be the Depositor's direction until the Custodian receives written
notice of revocation of the delegate's authority.

(4) Dividends and earnings from the assets of the account will be
retained in the account. Until such time as the Depositor has directed the
Custodian with respect to his account, the Custodian shall invest the amounts so
received in interest bearing accounts (at then current interest rates)
maintained by the Custodian.

(5) The Depositor shall have the power to make a continuing investment
direction with respect to the dividends and earnings received by the account
from the assets of the account. A continuing investment direction can be made
either orally or in writing to the Custodian.

(6) Such amounts received shall be reinvested as directed in the
Depositor's continuing investment direction; provided that such amount equals or
exceeds the minimum investment requirements then in effect for the designated
investment.

(7) The Custodian may retain cash in the account without investing the
same.

(8) As soon as practical after the Custodian receives notification of
the death of a Depositor, all subsequent earnings on his account shall be
reinvested in the money market fund designated by the Depositor prior to his
death for the purpose of investment of income. All other assets in his account
shall remain as invested until distributed in full to the Beneficiary of the
Depositor or until the Beneficiary otherwise designates.

(F) Fees and Financial Matters

(1) A fee schedule setting forth the annual maintenance and transfer
fee and any other fees is outlined in the Explanation of Fees. Such fee schedule
may be amended from time to time

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by the Custodian. Annual maintenance fees and any other fees will be charged to
the Simple IRA account each June for that calendar year or upon termination of
the Simple IRA if the fee has not been charged for such year. This applies to
Simple IRA's and rollover Simple IRAs. Fees will not be prorated.

A Depositor may pay the maintenance fee within the times specified by
the Custodian. If the Depositor fails to pay the maintenance fee within such
times, then Custodian will liquidate sufficient assets within the Simple IRA to
satisfy the fees and cannot be held accountable or liable for choosing a
specific asset or assets to liquidate.

Payments received after June I cannot be used to reimburse the Simple
IRA account but will apply as a credit against the next year's annual
maintenance fee after satisfying any current outstanding fee balance. If
sufficient assets cannot be liquidated, the Simple IRA account will be closed
out and remaining assets transferred to an individual brokerage account at ▇. ▇.
▇▇▇▇▇▇▇▇ & Co. The Depositor is personally liable for full payment to the
Custodian for all fee deficiencies including any debit balances. By entering
into the Adoption Agreement, Depositor and his beneficiary or beneficiaries
agree to hold Custodian harmless from any taxes, interest, penalties or other
claims, liabilities or damages resulting from or arising out of such asset
liquidation and/or account termination. Further, Depositor and his beneficiary
or beneficiaries release Custodian from all damage claims resulting from or
arising out of such asset liquidation and account termination. ▇. ▇. ▇▇▇▇▇▇▇▇ &
Co. cannot be held responsible for any taxes, interest and penalties that may be
assessed on such distributions.

(2) Normal ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. brokerage fees, and buying and selling
expenses will be charged for each transaction involving an investment.

(3) The Custodian will charge this Simple IRA for any special reports
or returns required to be filed with the Internal Revenue Service such as Form
990T.

(4) The Custodian may at any time liquidate sufficient assets in the
Simple IRA to satisfy any obligations of the Simple IRA and the Depositor and
his beneficiary or beneficiaries agree to hold Custodian harmless from any
taxes, interest, penalties or other claims, liabilities or damages resulting
from or arising out of such asset liquidation and/or account termination.
Further, Depositor and his beneficiary or beneficiaries release Custodian from
all damage claims resulting from or arising out of such asset liquidation.

(5) Any taxes of any kind which may be imposed with respect to the
account and any administrative expenses, including but not limited to custodial
and brokerage fees, shall be paid by the Depositor. If not paid by the
Depositor, such amounts shall be paid from the account and will constitute a
lien against such account until paid.

(6) The earnings of each separate account will be allocated to such
account.

(7) Growth in value of this account is neither guaranteed nor capable
of projection.

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(8) The Custodian will charge a one-time fee for handling Special
Assets. Additionally, die Custodian may charge for any valuation of Special
Assets.

(9) The Custodian may charge the account for review (including legal
fees incurred) of any separation and divorce orders, decrees or agreements.

IRA as an Investment Conduit - "Rollovers"

Permissible Tax-Free Transfers

1. From a Simple IRA to a Simple IRA.

2. After the 2 year period beginning on the date which the Depositor's
employer first contributes to the Simple IRA, from a Simple IRA to a
regular IRA.

General Conditions

1. Rollovers or transfers to this Simple IRA must come from another Simple
IRA.

2. Rollovers; must be received by the Simple IRA within 60 days after
distribution is received.

3. Only one tax-free rollover per year. However there are no restrictions
on the number of transfers between custodians or trustees.

Limits on Amount of Rollovers and Transfers

1. No dollar limit.

2. All or any portion of the distribution minus any required minimum
distribution for such year. Note: Any amount not rolled over does not
qualify for capital gains provision and/or special ten year averaging
provision.

3. No endowment or life insurance contracts.

Additional Information For Simple IRAs

Permissible Investments

1. As examples, stocks, mutual funds, corporate and government bonds, plus
savings media approved by the Trustee.

2. Not limited to the example above but cannot purchase collectibles.
Further, Special Assets are not permitted investments in the individual
retirement account unless permitted by the Custodian.

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3. Custodian will hold assets in an account with your Broker.

4. Investments not generating confirms must be accompanied by written
instructions.

Distributions

1. Permitted after 59 1/2 years or in the event of permanent disability or
death or if distributions paid in substantially equal periodic payments
(not less frequently than annually) over life expectancy.

2. If any individual receives a distribution prior to one of these events,
there is a non-deductible penalty tax of 10% which increases to 25% if
the distribution occurs within the first 2 year period after funds are
first contributed to the Simple IRA by the Depositor employer.

3. Distributions must start not later than April I of the following
calendar year in which die Participant attains 70 1/2 years of age.

4. If the distribution selected does not equal or surpass IRS minimums, a
non-deductible excise tax of 50% will be imposed upon the difference
between the amount required and the amount distributed.

5. The taxability at distribution is as normal income received. Ten Year
and Five Year Averaging are not permissible. The tax status during the
accumulation period is exempt.

Explanation of Fees

Annual Maintenance Fee for each Simple IRA - $35 (not prorated)

The Custodian will charge a one-time S 100 fee for receiving, maintaining,
administering, safekeeping and selling non-brokered certificates of deposit,
non-brokered notes (mortgages), closely held securities (in which ▇. ▇. ▇▇▇▇▇▇▇▇
& Co. does not participate in the subscription offer), and real estate.
Additionally, the Custodian may charge for appraisals of such Special Assets.

The Custodian will charge a $100 fee for ▇▇▇▇▇▇ IRS Form 990T.

Transfer Fee - $50 plus that year's maintenance fee

This fee is charged when Simple IRA assets are transferred to another financial
institution. The fee must be paid prior to transfer by the Depositor or the
successor custodian or trustee. This fee schedule may be amended at any time by
the Custodian (▇. ▇. ▇▇▇▇▇▇▇▇ & Co.).

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By entering into the Adoption Agreement, Depositor and his beneficiary or
beneficiaries agree to hold Custodian harmless from any taxes, interest,
penalties or other claims, liabilities or damages resulting from or arising out
of such asset liquidation and/or account termination. Further, Depositor and his
beneficiary or beneficiaries release Custodian from all damage claims resulting
from or arising out of such asset liquidation and account termination. ▇. ▇.
▇▇▇▇▇▇▇▇ & Co. cannot be held responsible for any taxes, interest and penalties
that may be assessed on such distributions.

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SIMPLE IRA
DISCLOSURE STATEMENT AMENDMENT

AMENDMENT TO YOUR SIMPLE IRA

This SIMPLE IRA disclosure statement amendment updates your Individual
Retirement Account (SIMPLE IRA) documents we previously provided to you. The
information provided below amends your disclosure statement for recent law
changes resulting from the Taxpayer Relief Act of 1997.

Unless directed by us to do so, you do not need to sign or return anything to us
for this amendment to apply to your SIMPLE IRA. Your beneficiary designation we
have on file will remain in effect unless you change it by completing and
signing the form which we have for this purpose.

We recommend that you review this information carefully and keep it with your
other SIMPLE IRA information.

DISCLOSURE STATEMENT

PERMISSIBLE SIMPLE IRA INVESTMENTS EXPANDED - You may not invest the assets of
your SIMPLE IRA in collectibles (within the meaning of Internal Revenue Code
(IRC) Section 408 (m)). A collectible is defined as any work of art, rug or
antique, metal or gem, stamp or coin, alcoholic beverage, or any other tangible
personal property specified by the Internal Revenue Service. Specially minted
United States gold and silver bullion coins and certain state-issued coins are
permissible SIMPLE IRA investments. Beginning January 1, 1998, platinum coins
and certain gold, silver, platinum or palladium bullion (as described in
Internal Revenue Code Section 408(m)(3)) are also permitted as SIMPLE IRA
investments.

SIMPLE IRA TO ▇▇▇▇ ▇▇▇ ROLLOVERS - If your adjusted gross income is less than
$100,000, you are eligible to roll over (or convert) all or any portion of your
existing SIMPLE (or Traditional) IRA(s) into your ▇▇▇▇ ▇▇▇(s). To roll assets
from your SIMPLE IRA to a ▇▇▇▇ ▇▇▇, at least two years must have passed since
you first participated in a SIMPLE IRA plan sponsored by your employer.

The amount of the rollover from your SIMPLE (or Traditional) IRA to your ▇▇▇▇
▇▇▇ shall be treated as a distribution for income tax purposes and is includible
in your gross income (except for any nondeductible contributions). Although the
rollover amount is generally included in income, the 10 percent early
distribution penalty shall not apply to rollovers or conversions from a SIMPLE
(or Traditional IRA) to a ▇▇▇▇ ▇▇▇, regardless of whether you qualify for any
exceptions to the 10 percent penalty.

If you roll over assets from your SIMPLE (or Traditional) IRA to your ▇▇▇▇ ▇▇▇
prior to January 1, 1999, you may spread the amount of the distributions which
must be included in gross income ratably over a four year period beginning with
the year in which the payment or distribution is made.

NEW EXCEPTIONS TO 10 PERCENT EARLY DISTRIBUTION PENALTY - If you are under age
59 1/2 and receive a SIMPLE IRA distribution, an additional tax of 10 percent
will apply, unless made on account of death, disability, a qualifying rollover,
a direct transfer, the timely withdrawal of an excess contribution; or if the
distribution is part of a series of substantially equal period payments (at
least annual payments) made over your life expectancy or the joint life
expectancy of you and your beneficiary. Payments made to pay medical expenses
which exceed 7.5 percent of your adjusted gross income and distributions to pay
for health insurance by an individual who has separated from employment and who
has received unemployment compensation under a federal or state program for at
least 12 weeks are also exempt from the 10 percent tax. Beginning January 1,
1998, payments to cover certain qualified education expenses and distributions
for first-home purchases (up to a life-time maximum of $10,000) are exempt from
the 10 percent tax. This additional tax will apply only to the portion of a
distribution which is includible in your income. If less than two years have
passed since you first participated in a SIMPLE IRA plan sponsored by your
employer, the early distributions penalty shall be increased from 10% to 25%.

REPEAL OF EXCESS DISTRIBUTION PENALTY - Prior to 1997, you would have been taxed
an additional 15 percent on any amount received and included in income during a
calendar year from qualified retirement plans, tax-sheltered annuities,
Traditional IRAs and SIMPLE IRAs which exceeded $112,500 (indexed each year for
the cost of living). Certain exceptions applied. If you received an excess
distribution as described above, your tax advisor could determine if these
exceptions applied to you. This tax is referred to as an excess distribution
penalty. However, this tax is repealed effective for all payouts received after
December 31, 1996, as a result of the Taxpayer Relief Act of 1997.

REPEAL OF EXCESS ESTATE ACCUMULATION PENALTIES - In the past, your estate would
have paid additional federal estate tax if you died with an excess retirement
accumulation. An excess retirement accumulation existed if, at the time of your
death, the value of all your interests in qualified plans, tax-sheltered
annuities and Traditional and SIMPLE IRAs exceeded the present value of an
annuity with annual payments of $112,500 (indexed each year for the cost of
living), payable over your life expectancy immediately before your death. This
tax was referred to as an excess retirement accumulation tax penalty. However,
this tax is repealed for estates of decedents dying after December 31, 1996, as
a result of the Taxpayer Relief Act of 1997.

SIMPLE IRA AN EMPLOYER SPONSORED RETIREMENT ACCOUNT EMPLOYEE FORMS and DISCLOSURE STATEMENT/CUSTODIAL AGREEMENT

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