Bylaws - ENGLOBAL CORP - 1-27-1997

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Bylaws - ENGLOBAL CORP - 1-27-1997 Powered By Docstoc
					BYLAWS OF INDUSTRIAL DATA SYSTEMS CORPORATION 1. OFFICES 1.01 REGISTERED OFFICE. The registered office of the corporation shall be located at 4350 E. Sunset Road, Suite 101, Henderson, County of Clark, State of Nevada. 1.02 OTHER OFFICES. In addition to the registered office, other offices may also be maintained by such other place or places, either within or without the State of Nevada, as may be designated from time to time by the board of directors, where any and all business of the corporation may be transacted, and where meetings of the shareholders and of the directors may be held with the same effect as though done or held at said registered office. 2. MEETING OF SHAREHOLDERS 2.01 ANNUAL MEETINGS. The annual meeting of the shareholders, commencing with the year 1994, shall be held at the registered office of the corporation, or at such other place as may be specified or fixed in the notice of such meetings in the month of or the month preceding the due date of the annual list of the officers and directors of the corporation at such time as the shareholders shall decide, for the election of directors and for the transaction of such other business as may properly come before said meeting. 2.02 NOTICE OF ANNUAL MEETINGS. Unless notice is waived by the shareholders, the secretary shall mail, in the manner provided in Section 2.05 of these bylaws, or deliver a written or printed notice of each annual meeting to each shareholder of record, entitled to vote thereat, or may notify by telegram, at least ten and not more than sixty days before the date of such meeting. 2.03 PLACE OF MEETING. The board of directors may designate any place either within or without the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all shareholders may designate any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Nevada, except as otherwise called, the place of meeting shall be the registered office of the corporation in the State of Nevada, except as otherwise provided in Section 2.06 of these bylaws, entitled "Meeting Without Notice." 2.04 SPECIAL MEETINGS. Special meetings of the shareholders shall be held at the registered office of the corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the shareholders may be called at any time by the president or secretary, or by a majority of the board of directors then in office, and shall be called by the president with or without board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the corporation then outstanding and entitled to vote, which written request shall state the object of such meeting. 2.05 NOTICE OF MEETINGS. Unless waived by the shareholders, written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the corporation, with postage prepaid. Notwithstanding the above, if either notice of two consecutive annual meetings and notices of all meetings and actions taken by shareholder consent in the interim or two payments of dividends or interest on securities sent by first class mail during a twelve month period are returned as undeliverable, the giving of further notices is not required. In that event, any action taken without notice to the shareholder shall be deemed to have been taken with notice to the shareholder. Any shareholder may at any time, by a duly signed statement in writing to that effect, waive any statutory or other

notice of any meeting, whether such statement be signed before or after such meeting.

2.06 MEETING WITHOUT NOTICE. If all the shareholders shall meet at any time and place, either within or without the State of Nevada, and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken. 2.07 QUORUM AND SHAREHOLDER ACTS. At all shareholders' meetings, the presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one (21) days later, and the secretary shall thereupon give at least three days notice by mail to each shareholder entitled to vote who is absent from such meeting. Except where a higher percentage is expressly required by the bylaws or by law, an act of the holders of the majority of voting shares that are present at a meeting is an act of the shareholders. 2.08 MODE OF VOTING. At all meetings of the shareholders the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by him and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed. 2.09 PROXIES. At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. Execution may be accomplished by the signing of the writing by the shareholder or other persons authorized to sign on his behalf, or by causing the signature of the shareholder to be made by any reasonable means including, but not limited to, a facsimile signature. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. Additionally, a shareholder may designate a proxy by transmission of a telegram or cablegram that sets forth sufficient information to determine that the transmission was authorized by the shareholder. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation. At no time shall any proxy be valid which shall be filed less than ten hours before the commencement of the meeting. 2.10 VOTING LISTS. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. 2.11 CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice or to vote for any meeting of shareholders, the board of directors of the corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining shareholders entitled to notice of a meeting of shareholders, such books shall be closed for at least fifteen days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix, in advance, a date in any case to be not more than sixty (60) days, nor less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of a meeting of shareholders, or shareholders entitled to receive payment of a 2

2.06 MEETING WITHOUT NOTICE. If all the shareholders shall meet at any time and place, either within or without the State of Nevada, and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken. 2.07 QUORUM AND SHAREHOLDER ACTS. At all shareholders' meetings, the presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one (21) days later, and the secretary shall thereupon give at least three days notice by mail to each shareholder entitled to vote who is absent from such meeting. Except where a higher percentage is expressly required by the bylaws or by law, an act of the holders of the majority of voting shares that are present at a meeting is an act of the shareholders. 2.08 MODE OF VOTING. At all meetings of the shareholders the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by him and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed. 2.09 PROXIES. At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. Execution may be accomplished by the signing of the writing by the shareholder or other persons authorized to sign on his behalf, or by causing the signature of the shareholder to be made by any reasonable means including, but not limited to, a facsimile signature. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. Additionally, a shareholder may designate a proxy by transmission of a telegram or cablegram that sets forth sufficient information to determine that the transmission was authorized by the shareholder. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation. At no time shall any proxy be valid which shall be filed less than ten hours before the commencement of the meeting. 2.10 VOTING LISTS. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. 2.11 CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining shareholders entitled to notice or to vote for any meeting of shareholders, the board of directors of the corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining shareholders entitled to notice of a meeting of shareholders, such books shall be closed for at least fifteen days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix, in advance, a date in any case to be not more than sixty (60) days, nor less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of a meeting of shareholders, or shareholders entitled to receive payment of a 2

dividend, the date of which notice of the meeting is mailed or the date on which the resolution of the board of

dividend, the date of which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determinations of shareholders. 2.12 VOTING OF SHARES. Subject to the provisions of Section 2.14, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders. 2.13 VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provisions, as the board of directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. 2.14 ELECTION OF DIRECTORS. Directors shall be elected by a majority vote. At each selection of directors, every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote. A shareholder does not have a right to cumulate his vote for any one director. A shareholder may only cast a vote for each director to be elected which does not exceed the number of shares owned by that shareholder. Directors of this corporation shall not be elected otherwise. 2.15 INFORMAL ACTION BY SHAREHOLDERS. Any action required to be taken at a meeting of the shareholders or any other action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof. 2.16 ATTENDANCE BY CONFERENCE CALL. Shareholders may participate in a meeting of shareholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Attendance by this method shall constitute presence in person at the meeting. 3. DIRECTORS 3.01 GENERAL POWERS. The board of directors shall have the control and general management of the affairs and business of the corporation. Such directors shall in all cases act as a board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these bylaws, the Articles of Incorporation and the laws of the State of Nevada. The board of directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these bylaws. 3.02 NUMBER OF DIRECTORS. The affairs and business of this corporation shall be managed by a board of directors consisting of at least one member who must be at least eighteen (18) years old. 3

3.03 ELECTION. The directors of the corporation shall be elected at the annual meeting of the shareholders, except as hereinafter otherwise provided for the filling of vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. 3.04 VACANCIES IN THE BOARD. Any vacancy in the board of directors occurring through the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of directors, shall be filled for the unexpired portion of the director's term by the remaining directors. A majority of the remaining directors shall constitute a quorum, at any special meeting of the board called for the purpose of filling a vacancy on the board, or at any regular meeting thereof. 3.05 DIRECTORS MEETINGS. The annual meeting of the board of directors shall be held each year immediately following the annual meeting of the shareholders. Other regular meetings of the board of directors shall from time to time by resolution be prescribed. No further notice of such annual or regular meeting of the board of directors need by given. 3.06 SPECIAL MEETINGS. Special meetings of the board of directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the board of directors called by them. 3.07 NOTICE. Notice of any special meeting shall be given at least twenty-four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 3.08 CHAIRMAN. At all meetings of the board of directors, the president shall serve as chairman, or in the absence of the president, the directors present shall choose by majority vote a director to preside as chairman. 3.09 QUORUM AND MANNER OF ACTING. A majority of the directors shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors. In the absence of a quorum, the majority of the directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The directors shall act only as a board and the individual directors shall have no power as such. Directors may participate in the meeting by telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. 3.10 REMOVAL OF DIRECTORS. Any one or more of the directors may be removed either with or without cause at any time by the vote or written consent of the shareholders representing two-thirds of the issued and outstanding capital stock entitle to voting power. However, if cumulative voting is provided under Section 2.14, a particular director may not be removed if any shareholder who has the ability to elect the director does not consent to his removal. 3.11 VOTING. At all meetings of the board directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold. 3.12 COMPENSATION. By resolution of the board of directors, the directors may be paid their expenses, if any of attendance at each meeting of the board, and may be paid a fixed sum for attendance at meetings or a stated salary of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 4

3.13 PRESUMPTION OF ASSENT. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. 4. EXECUTIVE COMMITTEE 4.01 NUMBER AND ELECTION. The board of directors may, in its discretion, appoint from its membership one or more Executive Committee(s). Each committee shall include at least one director and may include natural persons who are not directors. Each committee member shall serve at the pleasure of the board of directors. 4.02 AUTHORITY. An Executive Committee is authorized to take any action which the board of directors could take, except that an Executive Committee shall not have the power either to issue or authorize the issuance of shares of capital stock, to amend the bylaws, or to take any action specifically prohibited by the bylaws, or a resolution of the board of directors. Any authorized action taken by an Executive Committee shall be as effective as if it had been taken by the full board of directors. 4.03 REGULAR MEETINGS. Regular meetings of an Executive Committee may be held within or without the State of Nevada at such time and place as the Executive Committee may provide from time to time. 4.04 SPECIAL MEETINGS. Special meetings of an Executive Committee may be called by or at the request of the president or any member of the Executive Committee. 4.05 NOTICE. Notice of any special meeting shall be given at least one day previous thereto by written notice, telephone, telegram or in person. Neither the business to be transacted, nor the purpose of a regular or special meeting of an Executive Committee need be specified in the notice or waiver of such notice of such meeting. A member may waive notice of any meeting of an Executive Committee. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 4.06 QUORUM. A majority of the members of an Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee; provided that if fewer than a majority of the members are present at said meeting a majority of the members present may adjourn the meeting from time to time without further notice. 4.07 MANNER OF ACTING. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of an Executive Committee, and said Committee shall keep regular minutes of its proceedings which shall at all times be open for inspection by the board of directors. Members of an Executive Committee may participate in a meeting by telephone conference or similar methods of communication by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person at the meeting. 4.08 PRESUMPTION OF ASSENT. A member of an Executive Committee who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified or registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member of an Executive Committee who voted in favor of such action. 5

5. OFFICERS

5. OFFICERS 5.01 NUMBER. The officers of the corporation shall be a president, a treasurer and a secretary and such other or subordinate officers as the board of directors may from time to time elect. One person may hold the office and perform the duties of one or more of said officers. No officer need be a member of the board of directors. 5.02 ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of the corporation shall be chosen by the board of directors and they shall be elected annually at the meeting of the board of directors held immediately after each annual meeting of the shareholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold his office until his successor has been duly chosen and has qualified, or until his death, or until he resigns or has removed in the manner hereinafter provided. 5.03 REMOVAL. Any officer or agent elected or appointed by the board of directors may be removed by the board of directors at any time whenever in its judgment the best interests of the corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, of the person so removed. 5.04 VACANCIES. All vacancies in any office shall be filled by the board of directors without undue delay, at any regular meeting, or at a meeting specially called for that purpose. 5.05 PRESIDENT. The president shall be the chief executive officer of the corporation and shall have general supervision over the business of the corporation and over its several officers, subject, however, to the control of the board of directors. He may sign, with the treasurer or with the secretary or any other proper officer of the corporation authorized by the board of directors, certificates for shares of the capital stock of the corporation; may sign and execute in the name of the corporation deeds, mortgages, bonds, contracts or other instruments authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation; and in general shall perform all duties incident to the duties of the president, and such other duties as from time to time may be assigned to him by the board of directors. 5.06 VICE PRESIDENT. If the board elects a vice president, such vice president shall in the absence or incapacity of the president, or as ordered by the board of directors, perform the duties of the president, or such other duties or functions as may be given to him by the board of directors from time to time. 5.07 TREASURER. The treasurer shall have the care and custody of all the funds and securities of the corporation and deposit the same in the name of the corporation in such bank or trust company as the board of directors may designate; he may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the board of directors, and may sign or countersign all notes or other obligations of indebtedness of the corporation; he may sign with the president or vice president, certificates for shares of stock of the corporation; he shall at all reasonable times exhibit the books and accounts to any director or shareholder of the corporation under application at the office of the company during business hours; and he shall, in general, perform all duties as from time to time may be assigned to him by the president or by the board of directors. The board of directors may at its discretion require that each officer authorized to disburse the funds of the corporation be bonded in such account as it may deem adequate. 5.08 SECRETARY. The secretary shall keep the minutes of the meetings of the board of directors and also the minutes of the meetings of the shareholders; he shall attend to the giving and serving of all notices of the corporation and shall affix the seal of the corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; he may sign certificates for shares of stock of the corporation; he may sign or countersign all checks, drafts and orders for payment of money; he shall have charge of the certificate book and such other books and papers as the board may direct; he shall keep a stock book containing the names, alphabetically arranged, of all persons who are shareholders of the corporation, showing their places or residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereof, and he shall, in general, perform 6

all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by

all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors. 5.09 OTHER OFFICERS. The board of directors may authorized and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case. 5.10 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant treasurers shall respectively, as may be required by the board of directors, give bonds for the faithful discharge of their duties, in such sums and with such sureties as the board of directors shall determine. The assistant secretaries as thereunto authorized by the board of directors may sign with the president or vice president certificates for shares of the capital stock of the corporation, the issue of which have been authorized by resolution of the board of directors. The assistant treasurer and assistant secretaries shall, in general, perform such duties as may be assigned to them by the treasurer or the secretary respectively, or by the president or by the board of directors. 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS Except as hereinabove stated otherwise, the corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers of directors of this corporation. 7. CONTRACTS, LOANS CHECKS AND DEPOSITS 7.01 CONTRACTS. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 7.02 LOANS. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors or approved by a loan committee appointed by the board of directors and charged with the duty of supervising investments. Such authority may be general or confined to specific instances. 7.03 CHECKS, DRAFTS, ETC. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolutions of the board of directors. 7.04 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. 8. CAPITAL STOCK 8.01 CERTIFICATES FOR SHARES. Certificates for shares of stock of the corporation shall be in such form as shall be approved by the incorporators or by the board of directors. The certificates shall be numbered in the order of their issue, shall be signed by the president or the vice president and by the secretary or the treasurer, or by such other person or officer as may be designated by the board of directors; and the seal of the corporation shall be a fixed thereto, which said signatures of the said duly designated officers and of the seal of the corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a transfer agent to be appointed by the board of directors, before issuance. 8.02 TRANSFER OF STOCK. Shares of the stock of the corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the corporation, signed by 7

the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary documents. Such transfer shall be made on the books of the corporation upon surrender thereof so signed or endorsed. The person registered on the books of the corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares. 8.03 REGULATIONS. The board of directors may make such rules and regulations as it may deem expedient not inconsistent with the bylaws or with the articles of incorporation, concerning the issue, transfer and registration of certificates for shares of stock of the corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both. 8.04 LOST CERTIFICATES. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorized such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. 9. DIVIDENDS 9.01 The corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided in the laws of Nevada. 9.02 Dividends on the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. 9.03 The board of directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual or special of the shareholders, or the day appointed for the payment of a dividend. 9.04 Before payment of any dividend or making any distribution or profits, there may be set aside out of funds of the corporation available for dividends, such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for any such other purpose as the directors shall think conducive to the interest of the corporation, and the directors shall modify or abolish any such reserve in the manner in which it was created. 10. SEAL The board of directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation, the year of its incorporation and the words "Corporate Seal, State of Nevada". 11. WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the laws of the State of Nevada, or under the provisions of the articles of incorporation, a waiver in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 8

12. DOCUMENT COPIES

the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary documents. Such transfer shall be made on the books of the corporation upon surrender thereof so signed or endorsed. The person registered on the books of the corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares. 8.03 REGULATIONS. The board of directors may make such rules and regulations as it may deem expedient not inconsistent with the bylaws or with the articles of incorporation, concerning the issue, transfer and registration of certificates for shares of stock of the corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both. 8.04 LOST CERTIFICATES. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorized such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed. 9. DIVIDENDS 9.01 The corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided in the laws of Nevada. 9.02 Dividends on the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. 9.03 The board of directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual or special of the shareholders, or the day appointed for the payment of a dividend. 9.04 Before payment of any dividend or making any distribution or profits, there may be set aside out of funds of the corporation available for dividends, such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for any such other purpose as the directors shall think conducive to the interest of the corporation, and the directors shall modify or abolish any such reserve in the manner in which it was created. 10. SEAL The board of directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation, the year of its incorporation and the words "Corporate Seal, State of Nevada". 11. WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of these bylaws, or under the laws of the State of Nevada, or under the provisions of the articles of incorporation, a waiver in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 8

12. DOCUMENT COPIES Except as provided in Section 8.01 and where otherwise limited by law, any photocopy, facsimile copy, or other

12. DOCUMENT COPIES Except as provided in Section 8.01 and where otherwise limited by law, any photocopy, facsimile copy, or other reliable reproduction of any writing may be substituted for the original writing or any original signature affixed thereto for any corporate purpose for which the original could be used, provided that the copy or reproduction is a complete reproduction of the entire original writing. 13. AMENDMENTS These bylaws may be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the shareholders by a vote of the shareholders owning a majority of the shares and entitled to vote thereat. These bylaws may also be altered, amended or repealed and new bylaws may be adopted at any regular or special meeting of the board of directors of the corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of the amendment adopted by the shareholders. If cumulative voting is provided, no amendment may restrict the rights of any shareholder to elect or remove directors except by the unanimous vote of all shareholders. The undersigned, being the secretary of INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation, hereby acknowledges that the above and foregoing bylaws were duly adopted as the bylaws of said corporation on the 22nd day of June, 1994. IN WITNESS WHEREOF, I have hereunto subscribed my name this 22nd day of June, 1994.
/s/ LEISA C. STILWELL LEISA C. STILWELL, Secretary

9
REVOLVING PROMISSORY NOTE (FLOATING RATE) (THIS "NOTE") THIS NOTE IS SECURED BY ALL SECURITY AGREEMENTS COVERING PERSONAL PROPERTY EXECUTED BY BORROWER(S) IN FAVOR OF BANK BEFORE OR AT THE SAME TIME AS THIS NOTE. THIS IS A RENEWAL, EXTENSION, MODIFICATION OR DEFERRAL OF NOTE 4004/0040001628/000001

- -------------------------------------------------------------------------------NAME(S) AND ADDRESS(ES) OF BORROWERS INDUSTRIAL DATA SYSTEMS, INC. 600 CENTURY PLAZA DRIVE BUILDING 140 HOUSTON TX 77073- -------------------------------------------------------------------------------U.S. $ (THE "DATE") 350,000.00 JUNE 11, 1996 - -------------------------------------------------------------------------------ACCOUNT NUMBER/NOTE NUMBER TRANSACTION CODE TELLER OFFICER 4004/0040001628/000001 RI JMY 913220 - --------------------------------------------------------------------------------

FOR VALUE RECEIVED, the "Borrower," (jointly and severally if more than one), promises to pay to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("Bank") on or before JUNE 11, 1997, at its office at 712 MAIN HOUSTON, TEXAS 77252-2558, or at such other location as Bank may designate, in immediately available funds, ***THREE HUNDRED FIFTY THOUSAND AND NO/100*** UNITED STATES DOLLARS (U.S. $350,000.00) (the "Maximum Amount of Note") or the aggregate unpaid amount of all advances hereunder, whichever is less. Borrower will also pay interest on the unpaid principal balance outstanding from time to time at a rate per annum equal to the lesser of (i) the sum of the Prime Rate (as hereinafter defined) from time to time in effect plus ***ONE AND NO/1000 *** percent (1.000%), (the "STATED RATE") or (ii) the maximum nonusurious rate of interest from time to time permitted by applicable

REVOLVING PROMISSORY NOTE (FLOATING RATE) (THIS "NOTE") THIS NOTE IS SECURED BY ALL SECURITY AGREEMENTS COVERING PERSONAL PROPERTY EXECUTED BY BORROWER(S) IN FAVOR OF BANK BEFORE OR AT THE SAME TIME AS THIS NOTE. THIS IS A RENEWAL, EXTENSION, MODIFICATION OR DEFERRAL OF NOTE 4004/0040001628/000001

- -------------------------------------------------------------------------------NAME(S) AND ADDRESS(ES) OF BORROWERS INDUSTRIAL DATA SYSTEMS, INC. 600 CENTURY PLAZA DRIVE BUILDING 140 HOUSTON TX 77073- -------------------------------------------------------------------------------U.S. $ (THE "DATE") 350,000.00 JUNE 11, 1996 - -------------------------------------------------------------------------------ACCOUNT NUMBER/NOTE NUMBER TRANSACTION CODE TELLER OFFICER 4004/0040001628/000001 RI JMY 913220 - --------------------------------------------------------------------------------

FOR VALUE RECEIVED, the "Borrower," (jointly and severally if more than one), promises to pay to the order of TEXAS COMMERCE BANK NATIONAL ASSOCIATION ("Bank") on or before JUNE 11, 1997, at its office at 712 MAIN HOUSTON, TEXAS 77252-2558, or at such other location as Bank may designate, in immediately available funds, ***THREE HUNDRED FIFTY THOUSAND AND NO/100*** UNITED STATES DOLLARS (U.S. $350,000.00) (the "Maximum Amount of Note") or the aggregate unpaid amount of all advances hereunder, whichever is less. Borrower will also pay interest on the unpaid principal balance outstanding from time to time at a rate per annum equal to the lesser of (i) the sum of the Prime Rate (as hereinafter defined) from time to time in effect plus ***ONE AND NO/1000 *** percent (1.000%), (the "STATED RATE") or (ii) the maximum nonusurious rate of interest from time to time permitted by applicable law, (the "HIGHEST LAWFUL RATE"). If the Stated Rate at any time exceeds the Highest Lawful Rate, the actual rate of interest to accrue on the unpaid principal amount of this Note will be limited to the Highest Lawful Rate, but any subsequent reductions in the Stated Rate due to reductions in the Prime Rate will not reduce the interest rate payable upon the unpaid principal amount of this note below the Highest Lawful Rate until the total amount of interest accrued on this Note equals the amount of interest which would have accrued if the Stated Rate had at all times been in effect. "PRIME RATE" means the rate determined from time to time by Bank as its prime rate. The Prime Rate shall change automatically from time to time without notice to Borrower or any other person. THE PRIME RATE IS A REFERENCE RATE AND MAY NOT BE BANK'S LOWEST RATE. If Texas law determines the Highest Lawful Rate, Bank has elected the "indicated" (weekly) ceiling as defined in the Texas Credit Code or any successor statute. Bank may from time to time, as to current and future balances, elect and implement any other ceiling under such Code and/or revise the Index, formula or provisions of law used to compute the rate on this open-end account by notice to Borrower, if and to the extent permitted by, and in the manner provided in such Code. Each advance must be at least N/A UNITED STATES DOLLARS (U.S.$ N/A ) unless the amount available for borrowing under this Note is less. Accrued and unpaid interest is due and payable MONTHLY, beginning on JULY 11, 1996, and continuing on the 11TH day of each MONTH thereafter and at maturity when all unpaid principal and accrued and unpaid interest is finally due and payable. Interest will be computed on the basis of the actual number of days elapsed and a year comprised of: H 365 (or 366 as the case may be) days H 360 days, unless such calculation would result in a usurious interest rate, in which case such interest will be calculated on the basis of a 365 or 366 day year, as the case may be.

All past-due principal and interest on this Note will, at Bank's option, bear interest at the Highest Lawful Rate, or if applicable law does not provide for a maximum nonusurious rate of interest, at a rate per annum equal to 18%. In addition to all principal and accrued interest on this Note, Borrower agrees to pay: (a) all reasonable costs and expenses incurred by Bank and all owners and holders of this Note in collecting this Note through probate, reorganization, bankruptcy or any other proceeding; and (b) reasonable attorney's fees if and when this Note is placed in the hands of an attorney for collection. Borrower and Bank intend to conform strictly to applicable usury laws. Therefore, the total amount of interest (as defined under applicable law) contracted for, charged or collected under this Note will never exceed the Highest Lawful Rate. If Bank contracts for, charges or receives any excess interest, it will be deemed a mistake. Bank will automatically reform the contract or charge to conform to applicable law, and if excess interest has been received, Bank will either refund the excess to Borrower or credit the excess on the unpaid principal amount of this Note. All amounts constituting interest will be spread throughout the full term of this Note in determining whether interest exceeds lawful amounts. The unpaid principal balance of this Note at any time will be the total amounts advanced by Bank, less the amount of all payments or prepayments of principal. Absent manifest error, the records of Bank will be conclusive as to amounts owed. Subject to the terms and conditions of this Note and the Loan Documents, Borrower may use all or any part of the credit provided for herein at any time before the maturity of this Note and may borrow, repay and reborrow. There is no limitation on the number of advances made so long as the total unpaid principal amount at any time outstanding does not exceed the Maximum Amount of Note. Borrower may at any time pay the full amount or any part of this Note without the payment of any premium or fee. Any partial prepayment will be in the amount of U.S.$ N/A (U.S.$ N/A ), or an integral multiple thereof. All payments may, at Bank's sole option, be applied to accrued interest, to principal, or to both. "LOAN DOCUMENT" means this Note and any document or instrument evidencing, securing, guaranteeing or given in connection with this Note. "OBLIGATIONS" means all principal, interest and other amounts which are or become owing under this Note or any other Loan Document. "OBLIGOR" means Borrower and any guarantor, surety, co-signer, general partner or other person who may now or hereafter be obligated to pay all or any part of the Obligations. Where appropriate the neuter gender includes the feminine and the masculine and the singular number includes the plural number. Each of the following events or conditions is an "EVENT OF DEFAULT:" (1) any Obligor fails to pay any of the Obligations when due; (2) any warranty, representation or statement now or hereafter contained in or made in connection with any Loan Document was false or misleading in any respect when made; (3) any Obligor violates any covenant, condition or agreement contained in any Loan Document; (4) any Obligor fails or refuses to submit financial information requested by Bank or to permit Bank to inspect its books and records on request; (5) any event of default occurs under any other Loan Document; (6) any individual Obligor dies, or any Obligor that is an entity dissolves; (7) a receiver, conservator or similar official is appointed for any Obligor or any Obligor's assets; (8) any petition is filed by or against any Obligor under any bankruptcy, insolvency or similar law; (9) any Obligor makes an assignment for the benefit of creditors; (10) a final judgment is entered against any Obligor and remains unsatisfied for 30 days after entry, or any property of any Obligor is attached, garnished or otherwise made subject to legal process; (11) any material adverse change occurs in the business, assets, affairs or financial condition of any Obligor; and (12) Borrower is in default of any other obligations to or any other agreement with Bank. If any Event of Default occurs, then Bank may do any or all of the following: (i) cease making advances hereunder; (ii) declare the Obligations to be immediately due and payable, without notice of acceleration or of intention to accelerate, presentment and demand or protest or notice of any kind, all of which are hereby expressly waived; (iii) set off, in any order, against the Obligations any debt owing by Bank to any Obligor, including, but not limited to, any deposit account, which right is hereby granted by each Obligor to Bank; and (iv) exercise any and all other rights under the Loan Document, at law, in equity or otherwise. No waiver of any default is a waiver of any other default. Bank's delay in exercising any right or power under any Loan Document is not a waiver of such right or power.

Each Obligor severally waives notice, demand, presentment for payment, notice of nonpayment, notice of intent to accelerate, notice of acceleration, protest, notice of protest, and the filing of suit and diligence in collecting this Note and all other demands and notices, and consents and agrees that its liabilities and obligations will not be released or discharged by any or all of the following, whether with or without notice to it or any other Obligor, and whether before or after the stated maturity hereof: (i) extensions of the time of payment; (ii) renewals; (iii) acceptances of partial payments; (iv) releases or substitutions of any collateral or any Obligor; and (v) failure, if any, to perfect or maintain perfection of any security interest in any collateral. Each Obligor agrees that acceptance of any partial payment will not constitute a waiver and that waiver of any default will not constitute waiver of any prior or subsequent default. Page 1 of 2

Borrower represents and agrees that: all advances evidenced by this Note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, or household use as such terms are used in Chapter One of the Texas Credit Code. Borrower represents and agrees that each of the following statements is true unless the box preceding that statement is checked and initialed by Borrower and Bank: (i) [ ]_______ ________ No advances will be used primarily for agricultural purposes as such term is used in the Texas Credit Code (ii) [ ] ________ ________ No advances will be used for the purpose of purchasing or carrying any margin stock as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the "Board"). Notwithstanding anything contained herein or in any other Loan Document, if this is a consumer credit obligation (as defined or described in 12 C.F.R. 227, Regulation AA, promulgated by the Board), the security for this credit obligation will not extend to any non-possessory security interest in household goods (as defined in Regulation AA) other than a purchase money security interest, and no waiver of any notice contained herein or therein will extend to any waiver of notice prohibited by Regulation AA. Chapter 15 of the Texas Credit Code shall not apply to this Note or to any advance evidenced by this Note. This Note is governed by Texas law. If any provision of this Note is illegal or unenforceable, that illegality or unenforceability will not affect the remaining provisions of this Note. BORROWERS(S) AND BANK AGREED THAT THIS NOTE WILL BE PERFORMED IN THE COUNTY IN WHICH BANK'S PRINCIPAL OFFICE IS LOCATED IN TEXAS, AND THAT SUCH COUNTY IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY BORROWER(S) OR BANK, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST BORROWER(S) MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW BORROWER(S) HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. BORROWER(S) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED ABOVE. BANK MAY SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST BORROWER(S) OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER PROPER JURISDICTIONS OR VENUES. For purposes of this Note, any assignee or subsequent holder of this Note will be considered the "Bank," and each successor to Borrower will be considered the "Borrower." Each Borrower and cosigner represents that if it is not a natural person, it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization; has full power to own its properties and to carry on its business as now conducted; is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification desirable; and has not commenced any dissolution proceedings. Each Borrower and cosigner that is subject to the Texas Revised Partnership Act ("TRPA") agrees that Bank is not required to comply with Section 3.05(d) of the TRPA and agrees that Bank may proceed directly against one or more partners or their property without first seeking satisfaction from partnership property. Each Borrower and cosigner represents that if it conducts business under

Borrower represents and agrees that: all advances evidenced by this Note are and will be for business, commercial, investment or other similar purpose and not primarily for personal, family, or household use as such terms are used in Chapter One of the Texas Credit Code. Borrower represents and agrees that each of the following statements is true unless the box preceding that statement is checked and initialed by Borrower and Bank: (i) [ ]_______ ________ No advances will be used primarily for agricultural purposes as such term is used in the Texas Credit Code (ii) [ ] ________ ________ No advances will be used for the purpose of purchasing or carrying any margin stock as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the "Board"). Notwithstanding anything contained herein or in any other Loan Document, if this is a consumer credit obligation (as defined or described in 12 C.F.R. 227, Regulation AA, promulgated by the Board), the security for this credit obligation will not extend to any non-possessory security interest in household goods (as defined in Regulation AA) other than a purchase money security interest, and no waiver of any notice contained herein or therein will extend to any waiver of notice prohibited by Regulation AA. Chapter 15 of the Texas Credit Code shall not apply to this Note or to any advance evidenced by this Note. This Note is governed by Texas law. If any provision of this Note is illegal or unenforceable, that illegality or unenforceability will not affect the remaining provisions of this Note. BORROWERS(S) AND BANK AGREED THAT THIS NOTE WILL BE PERFORMED IN THE COUNTY IN WHICH BANK'S PRINCIPAL OFFICE IS LOCATED IN TEXAS, AND THAT SUCH COUNTY IS PROPER VENUE FOR ANY ACTION OR PROCEEDING BROUGHT BY BORROWER(S) OR BANK, WHETHER IN CONTRACT, TORT, OR OTHERWISE. ANY ACTION OR PROCEEDING AGAINST BORROWER(S) MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT IN SUCH COUNTY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW BORROWER(S) HEREBY IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS, AND (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT OR THAT ANY SUCH COURT IS AN INCONVENIENT FORUM. BORROWER(S) AGREES THAT SERVICE OF PROCESS UPON IT MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED ABOVE. BANK MAY SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW AND MAY BRING ANY ACTION OR PROCEEDING AGAINST BORROWER(S) OR WITH RESPECT TO ANY OF ITS PROPERTY IN COURTS IN OTHER PROPER JURISDICTIONS OR VENUES. For purposes of this Note, any assignee or subsequent holder of this Note will be considered the "Bank," and each successor to Borrower will be considered the "Borrower." Each Borrower and cosigner represents that if it is not a natural person, it is duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization; has full power to own its properties and to carry on its business as now conducted; is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification desirable; and has not commenced any dissolution proceedings. Each Borrower and cosigner that is subject to the Texas Revised Partnership Act ("TRPA") agrees that Bank is not required to comply with Section 3.05(d) of the TRPA and agrees that Bank may proceed directly against one or more partners or their property without first seeking satisfaction from partnership property. Each Borrower and cosigner represents that if it conducts business under an assumed business or professional name it has properly filed Assumed Name Certificate(s) in the office(s) required by Chapter 36 of the Texas Business and Commerce Code. Each of the persons signing below as Borrower or cosigner represents that he/she has full requisite power and authority to execute and deliver this Note to Bank on behalf of the party for whom he/she signs and to bind such party to the terms and conditions of this Note and that this Note is enforceable against such party. NO COURSE OF DEALING BETWEEN BORROWER AND BANK, NO COURSE OF PERFORMANCE, NO TRADE PRACTICES, AND NO EXTRINSIC EVIDENCE OF ANY NATURE MAY BE USED TO CONTRADICT OR MODIFY ANY TERM OF THIS NOTE OR ANY OTHER LOAN DOCUMENT. THIS NOTE AND THE OTHER WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL

AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. IN WITNESS WHEREOF, Borrower has executed this Note effective as of the Date. Signature(s) of BORROWER(S): INDUSTRIAL DATA SYSTEMS, INC.
/s/ HULDA L. COSKEY BY: HULDA L. COSKEY VP TITLE: Date:6/11/96

Date: Date: Date: Date: Date:

The undersigned hereby cosigns this Note: Signature of COSIGNER: _________________________________________________________ Address of Cosigner: ___________________________________________________________ (Bank's signature is provided as its acknowledgement of the above as the final written agreement between the parties and as its agreement with each Borrower subject to TRPA that Bank is not required to comply with Section 3.05(d) of TRPA.) BANK: TEXAS COMMERCE BANK NATIONAL ASSOCIATION
By: /s/ JOHN BYERSON John Byerson Title: BANKING OFFICER

Page 2 of 2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE NOTE MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE ACT. INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK FOR VALUE RECEIVED, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation, located at 14900 Woodham, Suite 170, Houston, Texas 77073 (HEREINAFTER REFERRED TO AS "MAKER"), promises to pay to the order of JOHN H. CAMERON (HEREINAFTER REFERRED TO AS "PAYEE"), at 1602 Hovenden, Katy, Texas 77450 or at such other place and to such other party or parties as the owner and holder hereof may from time to time designate, in writing, the sum of $5,000.000, together with interest (COMPUTED ON THE BASIS OF A 360DAY YEAR OF TWELVE 30-DAY MONTHS) on the principal amount that remains unpaid from the date hereof until maturity at a rate of 12% per annum (THE "STATED RATE"). All past due principal and interest (SUBJECT TO THE PROVISIONS OF THIS NOTE CONCERNING THE CALCULATION OF INTEREST HEREUNDER) shall bear interest at the Stated Rate.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE NOTE MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE ACT. INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK FOR VALUE RECEIVED, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation, located at 14900 Woodham, Suite 170, Houston, Texas 77073 (HEREINAFTER REFERRED TO AS "MAKER"), promises to pay to the order of JOHN H. CAMERON (HEREINAFTER REFERRED TO AS "PAYEE"), at 1602 Hovenden, Katy, Texas 77450 or at such other place and to such other party or parties as the owner and holder hereof may from time to time designate, in writing, the sum of $5,000.000, together with interest (COMPUTED ON THE BASIS OF A 360DAY YEAR OF TWELVE 30-DAY MONTHS) on the principal amount that remains unpaid from the date hereof until maturity at a rate of 12% per annum (THE "STATED RATE"). All past due principal and interest (SUBJECT TO THE PROVISIONS OF THIS NOTE CONCERNING THE CALCULATION OF INTEREST HEREUNDER) shall bear interest at the Stated Rate. All principal and accrued interest on this Note shall be due and payable on December 31, 1994 (THE "DUE DATE"). Contemporaneously with the execution of this Note, the Maker is issuing to Lender 15,000 shares of Maker's Restricted Common Stock. Other terms and provisions of such Restricted Common Stock are as set forth therein. Upon the nonpayment of this Note on the Due Date, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through any judicial proceeding whatsoever, or if any action or foreclosure be had hereon, then the undersigned agrees and promises to pay an additional amount as reasonable, calculated and foreseeable attorneys' and collection fees incurred by Payee in connection with enforcing its rights herein contemplated. It is expressly provided and stipulated that notwithstanding any provision of this Note or any other instrument evidencing or securing the loan herein set forth, in no event shall the aggregate of all interest paid by the Maker to the Payee hereunder ever exceed the Maximum Non-Usurious Rate (AS DEFINED BELOW) of interest that may lawfully be charged Maker under the laws of the State of Texas or United States Federal Government, as applicable, on the principal balance of this Note remaining unpaid. In this connection, it is expressly stipulated and agreed that it is the intent of the Payee and the Maker in the execution and delivery of this Note to contract in furtherance thereof, none of the terms of this Note, or said other instruments, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, at any interest rate in excess of the Maximum Non-Usurious Rate of interest permitted to be charged the Maker under the laws of the State of Texas or United States Federal Government, as applicable. The Maker or any guarantors, endorsers or other parties now or hereinafter becoming liable for payment of the Note shall never be liable for interest in excess of the Maximum Non-Usurious Rate of interest that may lawfully be charged under the laws of the State of Texas or United States Federal Government, as applicable, and the provisions of this paragraph shall govern over all other provisions of this Note, and all other instruments evidencing or securing the loan evidenced hereby, should such provision be in apparent conflict herewith.

Specifically and without limiting the generality of the foregoing paragraph, it is expressly provided that: (i) In the event of prepayment of the principal of this Note, which shall be permitted hereunder, or the payment of the principal of this Note prior to the stated maturity date hereof resulting from acceleration of maturity of this Note, if the aggregate amounts of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and plus any other amount paid or accrued in connection with the loan evidenced hereby which by law are deemed interest on the loan evidenced by the Note and which aggregate amounts paid or

Specifically and without limiting the generality of the foregoing paragraph, it is expressly provided that: (i) In the event of prepayment of the principal of this Note, which shall be permitted hereunder, or the payment of the principal of this Note prior to the stated maturity date hereof resulting from acceleration of maturity of this Note, if the aggregate amounts of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and plus any other amount paid or accrued in connection with the loan evidenced hereby which by law are deemed interest on the loan evidenced by the Note and which aggregate amounts paid or accrued (IF CALCULATED IN ACCORDANCE WITH THE PROVISIONS OF THIS NOTE OTHER THAN THIS PARAGRAPH) would exceed the Maximum Non-Usurious Ratio of interest that could lawfully be charged as above mentioned on the unpaid principal balance of the loan evidenced by this Note from time to time advanced (LESS ANY DISCOUNT) and remaining unpaid from the date hereof to the date of final payment thereof, then in such event the amount of such excess shall be credited, as of the date paid, toward the payment of the principal of this Note so as to reduce the amount of the final payment of principal due on this Note. (ii) If under any circumstances the aggregate amounts paid on the loan evidenced by this Note prior to and incident to the final payment hereof include amounts that by law are deemed interest and which would exceed the Maximum Non-Usurious Rate of interest that could lawfully have been charged or collected on this Note, as above mentioned, Maker stipulates that such payment and collection will have been and will be deemed to have been the result of a mathematical error on the part of both Maker and the holder of this Note, and the party receiving such excess payment shall promptly refund the amount of such excess (TO THE EXTENT ONLY OF THE EXCESS OF SUCH INTEREST PAYMENTS ABOVE THE MAXIMUM AMOUNT WHICH COULD LAWFULLY HAVE BEEN COLLECTED AND RETAINED) upon the discovery of such error by the party receiving such payment. Time shall be of the essence in performing all actions. This Note has been executed and delivered and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. In connection with Article 5069-1.04, Vernon's Annotated Civil Statutes, as amended, Maker hereby agrees that the "Maximum Non-Usurious Rate of interest" which may be charged as herein contemplated shall be the "indicated weekly ceiling rate" as defined by said Article, as amended, provided that Payee may also rely on any alternative Maximum Non-Usurious Rate of interest provided by other applicable laws if such other rates are higher than that allowed by said Article, as amended. It is agreed that if the Maximum Non-Usurious Rate is, subsequent to the date hereof, increased or decreased by statute or other official action, then Maker agrees that the new Maximum Non-Usurious Rate will be applicable to this Note and this loan shall be evidenced hereby from the effective date of the new Maximum Non-Usurious Rate forward, unless such application is precluded by the relevant statute or official action, or by the general law of the applicable jurisdictions. The Maker of this Note agrees that this Note shall be freely assignable to any assignee of Payee, subject to compliance with applicable securities laws. Page 2 of 3 INDUSTRIAL DATA SYSTEMS CORPORATION 12% Promissory Note Plus Restricted Common Stock

This Note may be prepaid in whole or in part at any time provided that all accrued and unpaid interest is concurrently paid and in the event that interest has not accrued and been paid for a period of at least 60 days, the Company shall, in addition to all accrued and unpaid interest on the entire outstanding balance of the Note, be required to pay an additional amount equal to the difference between 60 days of interest on the prepaid amount, determined at the aforestated interest rate and the actual amount of interest accrued on such prepaid amount. Any partial prepayment shall be applied first to accrued interest and then to the principal hereof. INDUSTRIAL DATA SYSTEMS CORPORATION

This Note may be prepaid in whole or in part at any time provided that all accrued and unpaid interest is concurrently paid and in the event that interest has not accrued and been paid for a period of at least 60 days, the Company shall, in addition to all accrued and unpaid interest on the entire outstanding balance of the Note, be required to pay an additional amount equal to the difference between 60 days of interest on the prepaid amount, determined at the aforestated interest rate and the actual amount of interest accrued on such prepaid amount. Any partial prepayment shall be applied first to accrued interest and then to the principal hereof. INDUSTRIAL DATA SYSTEMS CORPORATION
By: /s/ JOE F. MOORE, JR. Joe F. Moore, Jr. Director

Dated this 23rd day of July, 1994. ____________________________________________________________

Page 3 of 3 INDUSTRIAL DATA SYSTEMS CORPORATION 12% Promissory Note Plus Restricted Common Stock

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE NOTE MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE ACT. INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK FOR VALUE RECEIVED, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation, located at 14900 Woodham, Suite 170, Houston, Texas 77073 (HEREINAFTER REFERRED TO AS "MAKER"), promises to pay to the order of CHARLES & ELIZABETH POLLOCK (HEREINAFTER REFERRED TO AS "PAYEE"), at 1962 Norcrest, Houston Texas 77055 or at such other place and to such other party or parties as the owner and holder hereof may from time to time designate, in writing, the sum of $5,000.00, together with interest (COMPUTED ON THE BASIS OF A 360-DAY YEAR OF TWELVE 30DAY MONTHS) on the principal amount that remains unpaid from the date hereof until maturity at a rate of 12% per annum (THE "STATED RATE"). All past due principal and interest (SUBJECT TO THE PROVISIONS OF THIS NOTE CONCERNING THE CALCULATION OF INTEREST HEREUNDER) shall bear interest at the Stated Rate. All principal and accrued interest on this Note shall be due and payable on December 31, 1994 (THE "DUE DATE"). Contemporaneously with the execution of this Note, the Maker is issuing to Lender 15,000 shares of Maker's Restricted Common Stock. Other terms and provisions of such Restricted Common Stock are as set forth therein. Upon the nonpayment of this Note on the Due Date, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through any judicial proceeding whatsoever, or if any action or foreclosure be had hereon, then the undersigned agrees and promises to pay an additional amount as reasonable, calculated and foreseeable attorney's and collection fees incurred by Payee in connection with enforcing its rights herein contemplated.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE NOTE MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER, TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER THE ACT. INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK FOR VALUE RECEIVED, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation, located at 14900 Woodham, Suite 170, Houston, Texas 77073 (HEREINAFTER REFERRED TO AS "MAKER"), promises to pay to the order of CHARLES & ELIZABETH POLLOCK (HEREINAFTER REFERRED TO AS "PAYEE"), at 1962 Norcrest, Houston Texas 77055 or at such other place and to such other party or parties as the owner and holder hereof may from time to time designate, in writing, the sum of $5,000.00, together with interest (COMPUTED ON THE BASIS OF A 360-DAY YEAR OF TWELVE 30DAY MONTHS) on the principal amount that remains unpaid from the date hereof until maturity at a rate of 12% per annum (THE "STATED RATE"). All past due principal and interest (SUBJECT TO THE PROVISIONS OF THIS NOTE CONCERNING THE CALCULATION OF INTEREST HEREUNDER) shall bear interest at the Stated Rate. All principal and accrued interest on this Note shall be due and payable on December 31, 1994 (THE "DUE DATE"). Contemporaneously with the execution of this Note, the Maker is issuing to Lender 15,000 shares of Maker's Restricted Common Stock. Other terms and provisions of such Restricted Common Stock are as set forth therein. Upon the nonpayment of this Note on the Due Date, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through any judicial proceeding whatsoever, or if any action or foreclosure be had hereon, then the undersigned agrees and promises to pay an additional amount as reasonable, calculated and foreseeable attorney's and collection fees incurred by Payee in connection with enforcing its rights herein contemplated. It is expressly provided and stipulated that notwithstanding any provision of this Note or any other instrument evidencing or securing the loan herein set forth, in no event shall the aggregate of all interest paid by the Maker to the Payee hereunder ever exceed the Maximum Non-Usurious Rate (AS DEFINED BELOW) of interest that may lawfully be charged Maker under the laws of the State of Texas or United States Federal Government, as applicable, on the principal balance of this Note remaining unpaid. In this connection, it is expressly stipulated and agreed that it is the intent of the Payee and the Maker in the execution and delivery of this Note to contract in furtherance thereof, none of the terms of this Note, or said other instruments, shall ever be construed to create a contract to pay for the use, forbearance or detention of money, at any interest rate in excess of the Maximum Non-Usurious Rate of interest permitted to be charged the Maker under the laws of the State of Texas or United States Federal Government, as applicable. The Maker or any guarantors, endorsers or other parties now or hereafter becoming liable for payment of the Note shall never be liable for interest in excess of the Maximum Non-Usurious Rate of interest that may lawfully be charged under the laws of the State of Texas or United States Federal Government, as applicable, and the provisions of this paragraph shall govern over all other provisions of this Note, and all other instruments evidencing or securing the loan evidenced hereby, should such provision be in apparent conflict herewith.

Specifically and without limiting the generality of the foregoing paragraph, it is expressly provided that: (i) In the event of prepayment of the principal of this Note, which shall be permitted hereunder, or the payment of the principal of this Note prior to the stated maturity date hereof resulting from acceleration of maturity of this Note, if the aggregate amounts of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and plus any other amount paid or accrued in connection with the loan evidenced hereby

Specifically and without limiting the generality of the foregoing paragraph, it is expressly provided that: (i) In the event of prepayment of the principal of this Note, which shall be permitted hereunder, or the payment of the principal of this Note prior to the stated maturity date hereof resulting from acceleration of maturity of this Note, if the aggregate amounts of interest accruing hereon prior to such payment plus the amount of any interest accruing after maturity and plus any other amount paid or accrued in connection with the loan evidenced hereby which by law are deemed interest on the loan evidenced by the Note and which aggregate amounts paid or accrued (IF CALCULATED IN ACCORDANCE WITH THE PROVISIONS OF THIS NOTE OTHER THAN THIS PARAGRAPH) would exceed the Maximum Non-Usurious Rate of interest that could lawfully be charged as above mentioned on the unpaid principal balance of the loan evidenced by this Note from time to time advanced (LESS ANY DISCOUNT) and remaining unpaid from the date hereof to the date of final payment thereof, then in such event the amount of such excess shall be credited, as of the date paid, toward the payment of the principal of this Note so as to reduce the amount of the final payment of principal due on this Note. (ii) If under any circumstances the aggregate amounts paid on the loan evidenced by this Note prior to and incident to the final payment hereof include amounts that by law are deemed interest and which would exceed the Maximum Non-Usurious Rate of interest that could lawfully have been charged or collected on this Note, as above mentioned, Maker stipulates that such payment and collection will have been and will be deemed to have been the result of a mathematical error on the part of both Maker and the holder to this Note, and the party receiving such excess payment shall promptly refund the amount of such excess (TO THE EXTENT ONLY OF THE EXCESS OF SUCH INTEREST PAYMENTS ABOVE THE MAXIMUM AMOUNT WHICH COULD LAWFULLY HAVE BEEN COLLECTED AND RETAINED) upon the discovery of such error by the party receiving such payment. Time shall be of the essence in performing all actions. This Note has been executed and delivered and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. In connection with Article 5069-1.04, Vernon's Annotated Civil Statutes, as amended, Maker hereby agrees that the "Maximum Non-Usurious Rate of interest" which may be charged as herein contemplated shall be the "indicated weekly ceiling rate" as defined by said Article, as amended, provided that Payee may also rely on any alternative Maximum Non-Usurious Rate of interest provided by other applicable laws if such other rates are higher than that allowed by said Article, as amended. It is agreed that if the Maximum Non-Usurious Rate is, subsequent to the date hereof, increased or decreased by statute or other official action, then Maker agrees that the new Maximum Non-Usurious Rate will be applicable to this Note and this Loan shall be evidenced hereby from the effective date of the new Maximum Non-Usurious Rate forward, unless such application is precluded by the relevant statute or official action, or by the general law of the applicable jurisdiction. The Maker of this Note agrees that this Note shall be freely assignable to any assignee of Payee, subject to compliance with applicable securities laws.

PAGE -2- OF 3 INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK

This Note may be prepaid in whole or in part at any time provided that all accrued and unpaid interest is concurrently paid and in the event that interest has not accrued and been paid for a period of at least 60 days, the Company shall, in addition to all accrued and unpaid interest on the entire outstanding balance of the Note, be required to pay an additional amount equal to the difference between 60 days of interest on the prepaid amount, determined at the aforestated interest rate and the actual amount of interest accrued on such prepaid amount. Any partial prepayment shall be applied first to accrued interest and then to the principal hereof.

This Note may be prepaid in whole or in part at any time provided that all accrued and unpaid interest is concurrently paid and in the event that interest has not accrued and been paid for a period of at least 60 days, the Company shall, in addition to all accrued and unpaid interest on the entire outstanding balance of the Note, be required to pay an additional amount equal to the difference between 60 days of interest on the prepaid amount, determined at the aforestated interest rate and the actual amount of interest accrued on such prepaid amount. Any partial prepayment shall be applied first to accrued interest and then to the principal hereof. INDUSTRIAL DATA SYSTEMS CORPORATION
By: /s/ JOE F. MOORE, JR. Joe F. Moore, Jr., Director

Dated this 23rd day of July, 1994.

PAGE -3- OF 3 INDUSTRIAL DATA SYSTEMS CORPORATION 12% PROMISSORY NOTE PLUS RESTRICTED COMMON STOCK

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, WORLD GLORY COMPANY LIMITED PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997 It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings.

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, WORLD GLORY COMPANY LIMITED PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997 It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. WORLD GLORY COMPANY LIMITED By

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, ASIAN HARVEST DEVELOPMENTS LIMITED PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, ASIAN HARVEST DEVELOPMENTS LIMITED PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997. It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its Page 1 of 2 Pages

payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. ASIAN HARVEST DEVELOPMENTS LIMITED By

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned,

payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. ASIAN HARVEST DEVELOPMENTS LIMITED By

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, SILVER COURSE CORPORATION PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997. It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. SILVER COURSE CORPORATION By

PROMISSORY NOTE $200,000 July 15, 1996

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, SILVER COURSE CORPORATION PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997. It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. SILVER COURSE CORPORATION By

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, PINES INTERVEST CORPORATION PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION

PROMISSORY NOTE $200,000 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, PINES INTERVEST CORPORATION PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997 It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. PINES INTERVEST CORPORATION By

PROMISSORY NOTE $199,999 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, WILTON ASSETS CORP PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION

PROMISSORY NOTE $199,999 July 15, 1996 FOR VALUE RECEIVED, without grace, in the manner, on the dates, and in the amounts stipulated, the undersigned, WILTON ASSETS CORP PROMISES TO PAY TO THE ORDER OF INDUSTRIAL DATA SYSTEMS CORPORATION the sum of ONE HUNDRED NINETY NINE THOUSAND NINE HUNDRED NINETY NINE ($199,999) in lawful money of the United States of America, and to pay interest on the unpaid sum from the date of the Note until maturity at the rate of 0.0% per annum, payable as stipulated. This Note is payable as follows: Principal is due on or before February 15, 1997 It is agreed that time is of the essence of this agreement, and that in the event of default in the payment when due, the holder of this Note may declare the entirety of the Note immediately due and payable without notice, and failure to exercise this option shall not constitute a waiver on the part of the holder of the right to exercise it at any other time. This Note was made in consideration for the sale of shares in connection with that certain Subscription Agreement dated July 10, 1996, between Maker and Industrial Data Systems Corporation. If Maker defaults in payment, then the Shares purchased shall be returned. The undersigned hereby agrees to pay all expenses incurred, including an additional 10% on the amount of principal and interest due as attorney's fees, all of which shall become a part of the principal, if this Note is placed in the hands of an attorney for collection, or if collected by suit or through any probate, bankruptcy or any other legal proceedings. Each maker, surety and endorser waives demand, grace, notice, presentment for payment, and protest and agrees and consents that this Note and the liens securing its payment, may be renewed, and the time of payment extended without notice, and without releasing any of the parties. WILTON ASSETS CORP By

5625 Square Feet 14900 Woodham Drive Suite #A170 Houston, Texas 77073 LEASE AGREEMENT This Lease Agreement is made and entered into by and between: AMERICAN GENERAL LIFE INSURANCE COMPANY HEREINAFTER REFERRED TO AS "LANDLORD", AND INDUSTRIAL DATA SYSTEMS HEREINAFTER REFERRED TO AS "TENANT". WITNESSETH:

5625 Square Feet 14900 Woodham Drive Suite #A170 Houston, Texas 77073 LEASE AGREEMENT This Lease Agreement is made and entered into by and between: AMERICAN GENERAL LIFE INSURANCE COMPANY HEREINAFTER REFERRED TO AS "LANDLORD", AND INDUSTRIAL DATA SYSTEMS HEREINAFTER REFERRED TO AS "TENANT". WITNESSETH: 1. PREMISES AND TERM. In consideration of the obligation of Tenant to pay rent as herein provided, and in consideration of the other terms, provisions and covenants hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby takes from Landlord certain premises ("Premises") situated within the County of Harris, State of Texas, more particularly described on Exhibits "A" and "A-1" attached hereto and incorporated herein by reference, together with all rights, privileges, easements, appurtenances and immunities belonging to or in any way pertaining to the Premises. TO HAVE AND TO HOLD the same for a term commencing on February 1, 1991 ("Commencement Date") and ending January 31, 1994 thereafter; provided, however, that in the event the "Commencement Date" is a date other than the first day of a calendar month, said term shall extend for said number of months in addition to the remainder of the calendar month following the "Commencement Date". Tenant accepts the Premises on an "as-is" basis, except that the Premises will be cleaned and the lighting and air conditioning systems will be operational. Tenant acknowledges that no representations as to the condition of the Premises have been made by Landlord, unless such are expressly set forth in this Lease. After such Commencement Date Tenant shall, upon demand, execute and deliver to Landlord a letter of acceptance of delivery of the Premises. Landlord will furnish miniblinds in all front offices with windows. 2. RENT AND SECURITY DEPOSIT. A. As part of the consideration for the execution of this Lease, and for the Lease and use of the Premises, Tenant covenants and agrees and promises to pay as rental to Landlord or Landlord's assignees, a total sum of Seventy Three Thousand Five Hundred Seventy Five Dollars and 00/100 DOLLARS ($73,575.00), payable in the amount of One Thousand Eight Hundred Dollars and 00/100 DOLLARS ($1,800.00) per month for months one through twelve, One Thousand Nine Hundred Twelve Dollars and 50/100 DOLLARS ($1,912.50) per month for months thirteen (13) through twenty-four (24) and Two Thousand Four Hundred Eighteen Dollars and 75/100 DOLLARS ($2,418.75) per month for months twenty-five (25) through thirty-six (36). The first such monthly installment shall be due and payable on the date hereof and the appropriate monthly installment shall be due and payable in advance without demand, deduction or set off, on or before the first day of each calendar month succeeding the Commencement Date during the hereby demised term, except that the rental payment for any fractional calendar month at the commencement or end of the Lease period shall be prorated. Failure by Tenant to pay any monthly installment of rent by the fifth (5th) day from the date such payment was due shall be considered an event of default in accordance with the provisions of Paragraph 18(a) of this lease Agreement. B. Tenant agrees to pay Landlord, as additional rental, all charges for any service, goods, or materials furnished by Landlord at Tenant's request which are not required to be furnished by Landlord under this Lease, (as well as all other sums payable by Tenant hereunder), within ten (10) days after Landlord renders a statement therefor to Tenant. All past due additional rental amounts shall bear interest from the date due until paid at the maximum rate allowed by law. 1

C. In addition, Tenant agrees to deposit with Landlord on the date hereof the sum of One Thousand Eight Hundred Dollars and 00/100 DOLLARS ($1,800.00), which sum shall be held by Landlord, without obligation for interest, as security for the performance of Tenant's covenants and obligations under this Lease, it being expressly understood and agreed that such deposit is not an advance rental deposit or a measure of Landlord's damages in case of Tenant's default. Upon the occurrence of any event of default by Tenant, Landlord may, from time to time, without prejudice to any other remedy provided herein or provided by law, use such fund to the extent necessary to make good any arrears of rent or other payments due Landlord hereunder, and any other damage, injury, expense or liability caused by such event of default; and Tenant shall pay to Landlord, on demand, the amount so applied in order to restore the security deposit to its original amount. Although the security deposit shall be deemed the property of Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant at such time after termination of this Lease providing that all of Tenant's obligations under this Lease have been fulfilled. 3. USE. The Premises shall be used only for the purposes of receiving, storing, shipping, and selling (other than retail) products, materials and merchandise made and/or distributed by Tenant and for such other lawful purposes as may be incidental thereto. Tenant shall conduct such activities in such a manner as to not constitute a violation of the covenants and deed restrictions of Century Plaza. Outside storage, including, without limitation, trucks and other vehicles, is prohibited without Landlord's prior written consent. Tenant shall obtain, at its own cost and expense, any and all licenses and permits necessary for any such use. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the use of the Premises, and shall promptly comply with all governmental orders and directives for the correction, prevention and abatement of nuisances in, upon, or in connection with the Premises, all at Tenant's sole expense. Tenant shall not permit any objectional or unpleasant odors, smoke, dust, gas, noise or vibrations to emanate from the Premises, nor take any other action which would constitute a nuisance or would disturb or endanger any other Tenants of the building situated on the Premises or unreasonably interfere with their use of their respective Premises. Without Landlord's prior written consent, Tenant shall not receive, store or otherwise handle any product, material or merchandise which is explosive or highly inflammable. Tenant will not permit the Premises to be used for any purpose or in any manner, (including, without limitation, any method of storage) which would render the insurance thereon void or the insurance risk more hazardous or cause the State Board of Insurance or other insurance authority to disallow any sprinkler credits. 4. TAXES. A. Landlord agrees to pay, before they become delinquent, all taxes, assessments, and governmental charges of any kind and nature whatsoever (hereinafter collectively referred to as "taxes") lawfully levied or assessed against the Premises. If the Tenant's proportionate share of Taxes on the Premises, during a real estate tax year, occurring within the term hereof or during any renewal or extension of this term, shall exceed an amount equal to $1991 EXPENSE/sq. ft. of net rental area in the Premises/year, Tenant shall pay to Landlord as additional rent, upon demand, the amount of such excess. In the event any such amount is not paid within ten (10) days after the date of Landlord's invoice to Tenant, the unpaid amount shall bear interest from the date due until paid at the maximum interest rate allowed by law. B. Tenant's "proportionate share", as used in this Lease, shall mean a fraction, the numerator of which is the net rentable square footage of the space contained in the Premises and the denominator of which is the net rentable square footage of the entire space contained in the building of which the Premises is a part, as further defined in Subparagraph 27.0. C. If at any time during the term of this Lease the present method of taxation shall be changed so that in lieu of the whole or any part of any taxes, assessments or governmental charges levied, assessed or imposed on real estate and the improvements thereon, there shall be levied, assessed or imposed on Landlord a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises, then all such taxes, assessments, levies or charges or the part thereof so measured or based, shall be deemed to be included within the term "taxes" for the purposes hereof. 2

D. The Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the building and grounds of which the Premises is a part within the applicable taxing jurisdictions. Tenant shall pay to Landlord the amount of Tenant's "proportionate share" (as defined in Subparagraph 4B above) of the cost of such service. E. Any payment to be made pursuant to this Paragraph 4 with respect to the real estate tax year in which this Lease commences or terminates shall be prorated. F. Tenant shall pay all ad valorem and similar taxes or assessments levied upon or applicable to all equipment, fixtures, furniture, and other property placed by Tenant in the Premises and all license and other fees or charges imposed on the business conducted by Tenant on the Premises. It is agreed that Tenant will also be responsible for ad valorem taxes on the value of Leasehold improvements to the extent that such leasehold improvements exceed standard building allowances. 5. LANDLORD'S REPAIRS. Landlord shall, at his expense, maintain only the roof, foundation, and the structural soundness of the exterior walls of the building in good repair, reasonable wear and tear excepted. Tenant shall repair and pay for any damage caused by the negligence of Tenant, or Tenant's employees, agents or invitees, or caused by Tenant's default hereunder. The term "walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Tenant shall immediately give Landlord written notice of defect or need for repairs, after which Landlord shall have reasonable opportunity to repair same or cure such defect. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to cost of such repairs or maintenance or the curing of such defect. 6. TENANT'S REPAIRS. A. Tenant shall, at his own cost and expense, keep and maintain all parts of the Premises (except those for which Landlord is expressly responsible under the terms of this Lease) in good condition, promptly making all necessary repairs and replacements, including, but not limited to, windows, glass and plate glass doors, special store fronts or office entries, interior walls and finish work, floors and floor covering, downspouts, gutters, heating and air conditioning systems, truck doors, dock bumpers, paving, plumbing work and fixtures, termite and pest extermination, regular removal of trash and debris, keeping the parking areas, driveways, alleys, and the whole of the Premises in a clean and sanitary condition. Tenant shall not be obligated to repair any damage caused by fire, tornado or other casualty covered by the insurance to be maintained by Landlord pursuant to Subparagraph 13A below, except that Tenant shall be obligated to repair all wind damage to glass, except with respect to tornado or hurricane damage. B. Tenant shall not damage any demising wall or disturb the integrity and support provided by any demising wall and shall, at its sole cost and expense, promptly repair any damage or injury to any demising wall caused by Tenant or its employees, agents or invitees. C. Tenant and its employees, customers and licensees shall have the right to use the parking areas, if any, as may be designated by Landlord in writing, subject to such reasonable rules and regulations as Landlord may from time to time prescribe and subject to rights of ingress and egress of other Tenant's. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Landlord reserves the right to perform the paving and landscape maintenance, exterior painting, common sewage line plumbing, and care for the grounds around the building of which the Premises is a part, and Tenant shall be liable for its proportionate share (as defined in Subparagraph 4B above) of the cost and expense. If Tenant or any other particular Tenant of the building of which the Premises is a part can be clearly identified as being responsible for obstructions or stoppage of the common sanitary sewage line, then Tenant, if Tenant is responsible, or such other responsible Tenant, shall pay the entire cost thereof, upon demand, as additional rent. Tenant shall pay, when due, its share, determined as aforesaid, of such costs and expenses along with the other Tenants of the building to Landlord, upon demand, as additional rent, for the amount of 3

D. The Landlord shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the building and grounds of which the Premises is a part within the applicable taxing jurisdictions. Tenant shall pay to Landlord the amount of Tenant's "proportionate share" (as defined in Subparagraph 4B above) of the cost of such service. E. Any payment to be made pursuant to this Paragraph 4 with respect to the real estate tax year in which this Lease commences or terminates shall be prorated. F. Tenant shall pay all ad valorem and similar taxes or assessments levied upon or applicable to all equipment, fixtures, furniture, and other property placed by Tenant in the Premises and all license and other fees or charges imposed on the business conducted by Tenant on the Premises. It is agreed that Tenant will also be responsible for ad valorem taxes on the value of Leasehold improvements to the extent that such leasehold improvements exceed standard building allowances. 5. LANDLORD'S REPAIRS. Landlord shall, at his expense, maintain only the roof, foundation, and the structural soundness of the exterior walls of the building in good repair, reasonable wear and tear excepted. Tenant shall repair and pay for any damage caused by the negligence of Tenant, or Tenant's employees, agents or invitees, or caused by Tenant's default hereunder. The term "walls" as used herein shall not include windows, glass or plate glass, doors, special store fronts or office entries. Tenant shall immediately give Landlord written notice of defect or need for repairs, after which Landlord shall have reasonable opportunity to repair same or cure such defect. Landlord's liability with respect to any defects, repairs or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to cost of such repairs or maintenance or the curing of such defect. 6. TENANT'S REPAIRS. A. Tenant shall, at his own cost and expense, keep and maintain all parts of the Premises (except those for which Landlord is expressly responsible under the terms of this Lease) in good condition, promptly making all necessary repairs and replacements, including, but not limited to, windows, glass and plate glass doors, special store fronts or office entries, interior walls and finish work, floors and floor covering, downspouts, gutters, heating and air conditioning systems, truck doors, dock bumpers, paving, plumbing work and fixtures, termite and pest extermination, regular removal of trash and debris, keeping the parking areas, driveways, alleys, and the whole of the Premises in a clean and sanitary condition. Tenant shall not be obligated to repair any damage caused by fire, tornado or other casualty covered by the insurance to be maintained by Landlord pursuant to Subparagraph 13A below, except that Tenant shall be obligated to repair all wind damage to glass, except with respect to tornado or hurricane damage. B. Tenant shall not damage any demising wall or disturb the integrity and support provided by any demising wall and shall, at its sole cost and expense, promptly repair any damage or injury to any demising wall caused by Tenant or its employees, agents or invitees. C. Tenant and its employees, customers and licensees shall have the right to use the parking areas, if any, as may be designated by Landlord in writing, subject to such reasonable rules and regulations as Landlord may from time to time prescribe and subject to rights of ingress and egress of other Tenant's. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. Landlord reserves the right to perform the paving and landscape maintenance, exterior painting, common sewage line plumbing, and care for the grounds around the building of which the Premises is a part, and Tenant shall be liable for its proportionate share (as defined in Subparagraph 4B above) of the cost and expense. If Tenant or any other particular Tenant of the building of which the Premises is a part can be clearly identified as being responsible for obstructions or stoppage of the common sanitary sewage line, then Tenant, if Tenant is responsible, or such other responsible Tenant, shall pay the entire cost thereof, upon demand, as additional rent. Tenant shall pay, when due, its share, determined as aforesaid, of such costs and expenses along with the other Tenants of the building to Landlord, upon demand, as additional rent, for the amount of 3

its share as aforesaid of such costs and expenses in the event Landlord elects to perform or cause to be performed such work. In the event any such amount is not paid within ten (10) days after the date of Landlord's invoice to Tenant, the unpaid amount shall bear interest from the date due until paid at the maximum interest rate allowed by law. D. Tenant shall, at its own cost and expense maintain and service all hot water, heating and air conditioning systems and equipment within the Premises. This maintenance should include regular filter changes and lubrication of equipment, as well as other prudent preventive maintenance procedures. Landlord's representatives will inspect and service the heating and air conditioning equipment prior to the Commencement Date and will certify the equipment to be operational on the Commencement Date. 7. COMMON AREA MAINTENANCE. A. Tenant agrees to pay Landlord as additional rent $.04 PER SQUARE FOOT of net rentable area in the Premises per month as its estimated share of the common area services which are provided by Landlord for mutual benefit of all Tenants. These services may include but are limited to general landscaping, mowing of grass, care of shrubs (including replacement of dead or diseased plants); operation and maintenance of lawn sprinkler system; operation and maintenance of exterior security lighting; water service and sewer charges; repainting of exterior surfaces of truck doors, handrails, downspouts, and other parts of the building which require periodic preventative maintenance; and the prorata share of Century Plaza common area maintenance and security service charges. B. The actual cost of these services shall be prorated among Tenants on a basis of net rentable square footage occupied in the same manner as provided in Subparagraph 4B above. Landlord shall send Tenant an annual statement of actual common area service costs along with either an invoice or a rebate for the amount that Tenant's actual proportionate share exceeded, or was less than, Tenant's $.04/SQ. FT. of net rentable area in the Premises per month common area service payment for the year then ended. Tenant agrees to reimburse Landlord within ten (10) days after receipt of such invoice from Landlord. Subject to Landlord's reasonable discretion, this monthly common area service charge may be renegotiated periodically based upon increases in Landlord's annual cost of providing these services. 8. ALTERATIONS. Tenant shall not make any alterations, additions or improvements to the Premises (including, but not limited to, roof and wall penetrations) without the prior written consent of Landlord. If Landlord consents to Tenant's contractors doing the work, Landlord may require, at Landlord's sole option, that Tenant provide, at Tenant's expense, a lien and completion bond in an amount equal to one and one half (1-1/2) times any and all estimated costs of improvements, additions or alterations in the Premises to insure Landlord against any liability or mechanic's and materialmen's liens which may arise in accordance with Paragraph 23 of this Lease Agreement and to insure completion of the work. Tenant may, without the consent of Landlord, but at its own cost and expense and in a good workmanlike manner, erect such shelves, bins, machinery and trade fixtures as it may deem advisable, without altering the basic character of the building or improvements and without overloading or damaging the building or improvements, and in each case complying with all applicable governmental laws, ordinances, regulations and other requirements. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, additions, improvements, and partitions erected by Tenant and restore the Premises to their original condition by the date of termination of this Lease or upon earlier vacating of the Premises; provided, however, that if Landlord so elects prior to termination of this Lease or upon earlier vacating of the Premises, such alterations, additions, improvements, and partitions shall become the property of Landlord as of the date of termination of this Lease or upon earlier vacating of the Premises and shall be delivered up to the Landlord with the Premises. All shelves, bins, machinery and trade fixtures installed by Tenant may be removed by Tenant prior to the termination of this Lease if Tenant so elects, and shall be removed by the date of termination of this Lease or upon earlier vacating of the Premises if required by Landlord. Upon any such removal, Tenant shall restore the Premises to their original condition. All such 4

removals and restoration shall be accomplished in a good workmanlike manner so as not to damage the primary structure or structural qualities of the building and other improvements situated on the Premises. 9. SIGNS. Tenant shall have the right to install signs upon the Premises only when first approved in writing by Landlord and subject to any applicable governmental laws, ordinances, regulations, Landlord's standard sign criteria and other requirements. At Landlord's direction, Tenant shall be responsible for the removal of all such signs by the termination of this Lease. Such installations and removals shall be made in such a manner as to avoid injury or defacement, including, without limitation, discoloration caused by such installation and/or removal. 10. INSPECTION. Landlord and Landlord's agents and representatives shall have the right to enter and inspect the Premises at any reasonable time during business hours, for the purpose of ascertaining the condition of the Premises or in order to make such repairs as may be required or permitted to be made by Landlord under the terms of this Lease. During the period that is six (6) months prior to the end of the term hereof, Landlord and Landlord's agents and representatives shall have the right to enter the Premises at any reasonable time during business hours for the purpose of showing the Premises and shall have the right to erect on the Premises a suitable sign indicating the Premises are available. Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Premises and shall arrange to meet with Landlord for a joint inspection of the Premises prior to vacating. In the event of Tenant's failure to give such notice or arrange such joint inspection, Landlord's inspection at or after Tenant's vacating the Premises shall be conclusively deemed corrected for purposes of determining Tenant's responsibility for repairs and restoration. 11. UTILITIES. Landlord agrees to provide, at its cost, water, electricity and telephone service connections into the Premises; but Tenant shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler charges and other utilities and services used on or from the Premises, together with any taxes, penalties, surcharges or the like pertaining thereto and any maintenance charges for utilities and shall furnish all electric light bulbs and tubes. If any such services are not separately metered to Tenant, Tenant shall pay it's proportionate share as determined by Landlord of all charges jointly metered with other premises. Landlord shall in no event be liable for any interruption or failure of utility services on the Premises. 12. ASSIGNMENT AND SUBLETTING. Tenant shall not have the right to assign this Lease or to sublet the whole or any part of the Premises without the prior written consent of Landlord. Notwithstanding any permitted assignment or subletting, Tenant shall at all times remain directly, primarily and fully responsible and liable for the payment of the rent herein specified and for compliance with all of its other obligations under the terms, provisions and covenants of this Lease. Upon the occurrence of an "event of default" as hereinafter defined, if the Premises or any part thereof are then assigned or sublet, Landlord, in addition to any other remedies herein provided, or provided by law, may, at its option, collect directly from such assignee or subtenant all rents becoming due to Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant hereunder, and no such collection shall be construed to constitute a novation or a release of Tenant from the further performance of Tenant's obligations hereunder. Notwithstanding the terms above, Landlord reserves the right to either: 1) enter into a new Lease Agreement with the proposed assignee or subtenant and terminate the Lease coincident with occupancy by the new Tenant and commencement of the new Lease; or, 2) Landlord and Tenant may mutually agree to terminate this Lease. 13. INSURANCE; FIRE AND CASUALTY DAMAGE. A. Landlord agrees to maintain standard fire and extended coverage insurance covering the building, of which the Premises are a part, in any amount not less than ninety (90) percent (or such greater percentage as may be necessary to comply with the provisions of any co-insurance clauses of the policy) of the

5

"replacement cost" thereof, as such term is defined in the Replacement Cost Endorsement to be attached thereto insuring against the perils of Fire, Lightning and Extended Coverage, such coverages and endorsements to be defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the State of Texas for use by insurance companies admitted in the State of Texas for the writing of such insurance on risks located with the State of Texas. Subject to the provisions of Subparagraphs 13C, 13D, and 13E below, such insurance shall be for the sole benefit of Landlord and under its sole control. In addition Landlord agrees to maintain general liability coverage insurance in an amount deemed prudent and necessary by landlord or required by mortgagee presently (or in the future) holding a mortgage and/or deed(s) of trust constituting a lien against the building of which the Premises are a part. If the annual premiums charged Landlord for insurance exceed the standard premium rates because the nature of the Tenant's operation results in extra hazardous exposure, and if Landlord permits such operations, then Tenant, upon receipt of appropriate premium notices, shall reimburse landlord for such increase in such premiums as additional rent hereunder. Tenant shall maintain, at its own expense, fire and extended coverage insurance on all of its personal property, including removable trade fixtures located in the Premises and on all additions and improvements made by Tenant and not required to be insured by Landlord. In addition, Tenant shall reimburse Landlord annually, as additional rent and upon receipt of notice from Landlord, for Tenant's proportionate share of all amounts paid by landlord for insurance premiums which exceed an amount equal to 1991 EXPENSE/SQ. FT. of net rentable area in the Premises/year. In the event the Premises constitute a portion of a multiple occupancy building, Tenant shall be responsible for reimbursing Landlord for Tenant's full proportionate share of such excess, as such share is defined in Subparagraph 4B above. Said payments shall be made to Landlord within ten (10) days after presentation to Tenant of Landlord's statement setting forth the amount due. Any payment to be made pursuant to this Subparagraph A with respect to the year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full year as the part of such year covered by the term of this Lease bears to a full year. In the event any such additional rental amount is not paid within ten (10) days after the date of Landlord's invoice to Tenant, the unpaid amount shall bear interest from the date due until paid at the maximum interest rate allowed by law. B. If the Premises should be damaged or destroyed by fire, tornado or other casualty, Tenant shall give immediate written notice thereof to Landlord. C. If the Premises should be totally destroyed by fire, tornado, or other casualty, or if they should be so damaged thereby that rebuilding or repairs cannot, in Landlord's estimation, be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage. D. If the Premises should be damaged by any peril covered by the insurance to be provided by Landlord under Subparagraph 13A above, but only to such extent that rebuilding or repairs can, in Landlord's estimation, be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this lease shall not terminate, and Landlord shall, at its sole cost and expense, thereupon proceed with reasonable diligence to rebuild and repair such building to substantially the condition in which it existed prior to such damage, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in, on or about the Premises by Tenant. if the Premises are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which they are untenantable shall be reduced to such extent as may be fair and reasonable under all of the circumstances. In the event that Landlord should fail to complete such repairs and rebuilding within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, Tenant may, at its option, terminate this lease by delivering written notice of termination to Landlord as Tenant's exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate. E. Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the building of which the Premises are a part requires that 6

"replacement cost" thereof, as such term is defined in the Replacement Cost Endorsement to be attached thereto insuring against the perils of Fire, Lightning and Extended Coverage, such coverages and endorsements to be defined, provided and limited in the standard bureau forms prescribed by the insurance regulatory authority for the State of Texas for use by insurance companies admitted in the State of Texas for the writing of such insurance on risks located with the State of Texas. Subject to the provisions of Subparagraphs 13C, 13D, and 13E below, such insurance shall be for the sole benefit of Landlord and under its sole control. In addition Landlord agrees to maintain general liability coverage insurance in an amount deemed prudent and necessary by landlord or required by mortgagee presently (or in the future) holding a mortgage and/or deed(s) of trust constituting a lien against the building of which the Premises are a part. If the annual premiums charged Landlord for insurance exceed the standard premium rates because the nature of the Tenant's operation results in extra hazardous exposure, and if Landlord permits such operations, then Tenant, upon receipt of appropriate premium notices, shall reimburse landlord for such increase in such premiums as additional rent hereunder. Tenant shall maintain, at its own expense, fire and extended coverage insurance on all of its personal property, including removable trade fixtures located in the Premises and on all additions and improvements made by Tenant and not required to be insured by Landlord. In addition, Tenant shall reimburse Landlord annually, as additional rent and upon receipt of notice from Landlord, for Tenant's proportionate share of all amounts paid by landlord for insurance premiums which exceed an amount equal to 1991 EXPENSE/SQ. FT. of net rentable area in the Premises/year. In the event the Premises constitute a portion of a multiple occupancy building, Tenant shall be responsible for reimbursing Landlord for Tenant's full proportionate share of such excess, as such share is defined in Subparagraph 4B above. Said payments shall be made to Landlord within ten (10) days after presentation to Tenant of Landlord's statement setting forth the amount due. Any payment to be made pursuant to this Subparagraph A with respect to the year in which this Lease commences or terminates shall bear the same ratio to the payment which would be required to be made for the full year as the part of such year covered by the term of this Lease bears to a full year. In the event any such additional rental amount is not paid within ten (10) days after the date of Landlord's invoice to Tenant, the unpaid amount shall bear interest from the date due until paid at the maximum interest rate allowed by law. B. If the Premises should be damaged or destroyed by fire, tornado or other casualty, Tenant shall give immediate written notice thereof to Landlord. C. If the Premises should be totally destroyed by fire, tornado, or other casualty, or if they should be so damaged thereby that rebuilding or repairs cannot, in Landlord's estimation, be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective upon the date of the occurrence of such damage. D. If the Premises should be damaged by any peril covered by the insurance to be provided by Landlord under Subparagraph 13A above, but only to such extent that rebuilding or repairs can, in Landlord's estimation, be completed within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, this lease shall not terminate, and Landlord shall, at its sole cost and expense, thereupon proceed with reasonable diligence to rebuild and repair such building to substantially the condition in which it existed prior to such damage, except that Landlord shall not be required to rebuild, repair or replace any part of the partitions, fixtures, additions and other improvements which may have been placed in, on or about the Premises by Tenant. if the Premises are untenantable in whole or in part following such damage, the rent payable hereunder during the period in which they are untenantable shall be reduced to such extent as may be fair and reasonable under all of the circumstances. In the event that Landlord should fail to complete such repairs and rebuilding within two hundred (200) days after the date upon which Landlord is notified by Tenant of such damage, Tenant may, at its option, terminate this lease by delivering written notice of termination to Landlord as Tenant's exclusive remedy, whereupon all rights and obligations hereunder shall cease and terminate. E. Notwithstanding anything herein to the contrary, in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the building of which the Premises are a part requires that 6

the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination of Tenant within fifteen (15) days after such requirement is made by any

the insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written notice of termination of Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon all rights and obligations hereunder shall cease and terminate. F. Landlord and Tenant each hereby release the other from any loss or damage to the property caused by fire or any other perils insured through or under them by way of subrogation, or otherwise for any loss or damage to property caused by fire or any other perils insured in policies of insurance covering such property, even if such loss or damage shall have been caused by the fault of negligence of the other party or anyone for whom such party may be responsible; provided, however, that this release shall be applicable and in force and effect only with respect to loss or damage occurring during such times in which the releasers policies contain a clause or endorsement stating that any such release shall not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder and then only to the extent of the insurance proceeds payable under such policies. Both Landlord and Tenant agree that they will request their insurance carriers to include such a clause or endorsement in their policies. If extra cost shall be charged therefor, each party shall advise the other thereof and of the amount of the extra cost, and the other party, at its election, may pay the same, but shall not be obligated to do so. G. If the Premises should be damaged or destroyed by a casualty other than a peril covered by the insurance to be provided under Subparagraph 13A above, and the casualty or loss was the result of an action or failure to act by Tenant or Tenant's employees, agents, guests, customers, representatives or invitees, Tenant shall at its sole cost and expense thereupon proceed with reasonable diligence to rebuild and repair the Premises to substantially the condition in which they existed prior to such damage or destruction, subject to Landlord's approval of the plans and specifications for such rebuilding and repairing. 14. LIABILITY. Landlord shall not be liable to Tenant or Tenant's employees, agents, patrons or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Premises, resulting from and/or caused in part or whole by the negligence or misconduct of Tenant, its agents, servants, employees, or of any other person entering upon the Premises, or caused by the buildings and improvements located on the Premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the property, the Landlord (including, without limitation, the trustee and beneficiaries if Landlord is a trust), Landlord's agents and employees from any loss, liability, claims, suits, costs, expenses, including, without limitation, attorney's fees and damages, both real and alleged, arising out of any such damage or injury; except injury to persons or damage to property the sole cause of which is negligence of Landlord or the failure of Landlord to repair any part of the Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Tenant shall procure and maintain throughout the term of this Lease a policy or policies of insurance, at its sole cost and expense, insuring both the Landlord and Tenant against all claims, demands or actions arising out of or in connection with (i) the Premises; (ii) the condition of the Premises; (iii) Tenant's operations in maintenance and use of the Premises; and (iv) Tenant's liability assumed under this Lease, the limits of such policy or policies to be the amount of not less than One Million and 00/100 Dollars ($1,000,000.00) for bodily injury or death of one person, Three Hundred Thousand and 00/100 Dollars ($300,000.00) for any one occurrence, and not less than Fifty Thousand and 00/100 Dollars ($50,000.00) for property damage or destruction, including loss of use thereof. All such policies shall be procured by Tenant from responsible insurance companies satisfactory to Landlord. Certified copies of such policies, together with receipt evidencing payment of premiums therefor, shall be delivered to Landlord prior to the Commencement Date of this Lease. Not less than fifteen (15) days prior to the expiration date of any such policies, certified copies of the renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to Landlord. Such policies shall further provide that not less than thirty (30) days written notice shall be given to Landlord before such policy may be canceled or changed to reduce insurance provided thereby. 15. CONDEMNATION. 7

A. If the whole or any substantial part of the Premises should be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof and the taking would prevent or materially interfere with the use of the Premises for the purpose for which they are being used, this Lease shall terminate and the rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said premises shall occur. B. If part of the Premises shall be taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking does not prevent or materially interfere with the use of the Premises, and this Lease is not terminated as provided in the subparagraph above, this Lease shall not terminate but the rent payable hereunder during the unexpired portion of this Lease shall be reduced to such extent as may be fair and reasonable under all of the circumstances. C. In the event of any such taking or private purchase in lieu thereof, Landlord shall be entitled to receive and retain all compensation awarded in any condemnation proceedings. 16. HOLDING OVER. Tenant will, at the termination of this Lease by lapse of time or otherwise, yield up immediate possession to Landlord. If Landlord agrees in writing that Tenant may hold over after the expiration or termination of this Lease, unless the parties hereto otherwise agree in writing on the terms of such holding over, the hold over Tenancy shall be subject to termination by Landlord at any time upon not less than five (5) days advance written notice, or by Tenant at any time upon not less than thirty (30) days advanced written notice, and all of the other terms and provisions of this Lease shall be applicable during that period, except that Tenant shall pay Landlord from time to time upon demand, as rental for the period of any hold over, an amount equal to two (2) times the rent, including any additional rents defined in the Lease, in effect on the termination date, computed on a daily basis for each day of the hold over period. No holding over by the Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this paragraph 16 shall not be construed as Landlord's consent for Tenant to hold over. 17. QUIET ENJOYMENT. Landlord covenants that it now has, or will acquire before Tenant takes possession of the Premises, good title to the Premises, free and clear of all liens and encumbrances, excepting only the lien for current taxes not yet due, such mortgage or mortgages as are permitted by the terms of this Lease, zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of such property, and easements, restrictions and other conditions of record. In the event this Lease is a sublease, then Tenant agrees to take the Premises subject to the provisions of the prior Leases. Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, upon paying the rental herein set forth and performing its other covenants and agreements herein set forth, shall peaceably and quietly have, hold and enjoy the Premises for the term hereof without hindrance or molestation from Landlord, subject to the terms and provisions of this Lease. 18. EVENTS OF DEFAULT. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay any installment of the rent herein reserved when due, or any payment with respect to taxes hereunder when due, or any other payment or reimbursement to Landlord required herein when due, and such failure shall continue for a period of five (5) days from the date such payment was due. (b) Tenant shall become insolvent, or shall make a transfer in fraud of creditors, or shall make an assignment for the benefit of creditors. (c) Tenant shall file a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof; or Tenant shall be adjudged bankrupt or insolvent in procedings filed against Tenant thereunder. 8

(d) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant. (e) Tenant shall desert or vacate any substantial portion of the Premises. (f) Tenant shall fail to comply with any term, provision or covenant of this Lease (other than the foregoing in this Paragraph 18), and shall not cure such failure within ten (10) days after written notice thereof to Tenant. 19. REMEDIES. Upon the occurrence of any of such events of default described in Paragraph 18 hereof, Landlord shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever. (a) Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying such Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages therefor; and Tenant agrees to pay Landlord, on demand, the amount of all loss and damage which Landlord may suffer by reason of such termination, whether through inability to relet the Premises on satisfactory terms or otherwise. TENANT HEREBY WAIVES ITS RIGHT TO THREE DAYS NOTICE OF LANDLORD'S INTENT TO FILE A FORCIBLE DETAINER OR FORCIBLE ENTRY AND DETAINER ACTION AS PROVIDED IN V.T.C.A., PROPERTY CODE, SECTION 24.005. (b) Enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying such Premises or any part thereof, by force if necessary, without being liable for prosecution or any claim for damages therefor, and relet the Premises and receive the rent therefor, and Tenant agrees to pay the Landlord, or demand, any deficiency that may arise by reason of such reletting. In the event Landlord is successful in reletting the Premises at a rental in excess of that agreed to the paid by Tenant pursuant to the terms of this Lease, Landlord and Tenant each mutually agree that Tenant shall not be entitled, under any circumstances, to such excess rental, and Tenant does hereby specifically waive any claim to such excess rental. (c) Terminate this Lease and treat the event of default as an entire breach of the Lease and Tenant immediately shall become liable to Landlord for damages for the entire breach in the amount equal to the amount by which the total rent now due and payable as adjusted by the amount of additional rent which would be payable by Tenant during the unexpired balance of the term of this Lease and all other p;ayments due for the balance of the term is in excess of the fair market rent value of the Premises for the balance of the term as of the time of default, both discounted at the rate of six (6) percent per annum to the then present value. Such amount shall be due and payable upon Lessor's notice to Lessee of termination of the Lease and shall bear interest until paid at the maximum annual rate permitted by law. (d) Enter upon the Premises, by force if necessary, without being liable for prosecution or any claim for damages therefor, and do whatever Tenant is obligated to do under the terms of this Lease; and Tenant agrees to reimburse Landlord, on demand, for any expenses which Landlord may incur in thus effecting compliance with Tenant's obligations under this Lease, and Tenant further agrees that Landlord shall not be liable for any damages resulting to the Tenant from such action, whether caused by the negligence of Landlord or otherwise. (e) Alter locks and other security devices at the Premises, without being liable for prosecution or any claim of damages therefor, and such alteration of locks and security devices shall not be deemed or unauthorized or constitute a conversion. (f) Receive payment from Tenant, in addition to any sum provided to be paid above, for any and all of the following expenses for which Tenant shall be considered liable: 1. Broker's fees incurred by Landlord in connection with reletting the whole or any part of the Premises; 9

2. The cost of removing and storing Tenant's or other occupant's property;

2. The cost of removing and storing Tenant's or other occupant's property; 3. The cost of repairing, altering, remodeling or otherwise putting Premises into condition acceptable to a new Tenant or Tenants, plus a reasonable charge to cover overhead; and 4. All reasonable expenses incurred by Landlord in enforcing Landlord's remedies. In the event Tenant fails to pay any installment of rent hereunder as and when such installment is due, to help defray the additional cost to Landlord for processing such late payments Tenant shall pay to Landlord on demand a late charge in the amount equal to five (5) percent of such installment; and the failure to pay such amount within ten (10) days after demand therefor shall be an event of default hereunder. The provision for such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or another remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any rent due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No act or thing done by the Landlord or its agents during the term hereby granted shall be deemed a termination of this Lease or any acceptance of the surrender of the Premises, and no agreement to terminate this Lease or accept a surrender of said Premises shall be valid unless it is in writing and signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or breach of any of the other terms, provisions and covenants herein contained. Landlord's acceptance of the payment of rental or other payments hereunder after the occurrence of an event of default shall not be construed as a waiver of such default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default or of Landlord's right to enforce any such remedies with respect to such default of any subsequent default. If, on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions of this Lease, it shall become necessary or appropriate of Landlord to employ or consult with an attorney concerning any of Landlord's rights or remedies hereunder or to enforce or defend any of the Landlord's rights or remedies hereunder, Tenant agrees to pay any reasonable attorney's fees so incurred. 20. LANDLORD'S LIEN. IN ADDITION TO ANY STATUTORY LIEN FOR RENT IN LANDLORD'S FAVOR, LANDLORD SHALL HAVE, AND TENANT HEREBY GRANTS TO LANDLORD, A CONTINUING SECURITY INTEREST FOR ALL RENTALS AND OTHER SUMS OF MONEY BECOMING DUE HEREUNDER FROM TENANT, UPON ALL GOODS, WARES, EQUIPMENT, FIXTURES, FURNITURE, INVENTORY, ACCOUNTS, CONTRACT RIGHTS, CHATTEL PAPER ANOTHER PERSONAL PROPERTY OF TENANT SITUATED ON THE PREMISES, AND SUCH PROPERTY SHALL NOT BE REMOVED THEREFROM WITHOUT THE CONSENT OF LANDLORD UNTIL ALL ARREARAGES IN RENT AS WELL AS ANY AND ALL OTHER SUMS OF MONEY THEN DUE TO LANDLORD HEREUNDER SHALL FIRST HAVE BEEN PAID AND DISCHARGED. IN THE EVENT OF A DEFAULT UNDER THIS LEASE, LANDLORD SHALL HAVE, IN ADDITION TO ANY OTHER REMEDIES PROVIDED HEREIN OR BY LAW, ALL RIGHTS AND REMEDIES UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SELL THE PROPERTY DESCRIBED IN THIS PARAGRAPH 20 AT PUBLIC OR PRIVATE SALE UPON FIVE (5) DAYS NOTICE TO TENANT. TENANT HEREBY AGREES TO EXECUTE SUCH FINANCING STATEMENTS AND OTHER INSTRUMENTS NECESSARY OR DESIRABLE IN LANDLORD'S DISCRETION TO PERFECT THE SECURITY INTEREST HEREBY CREATED. ANY STATUTORY LIEN FOR RENT IS NOT HEREBY WAIVED, THE EXPRESS CONTRACTUAL LIEN HEREIN GRANTED BEING IN ADDITION AND SUPPLEMENTARY THERETO. 10

21. MORTGAGES.

21. MORTGAGES. Tenant accepts this lease subject and subordinate to any mortgage(s) and/or deed(s) of trust now or at any time hereafter constituting a lien or charge upon the Premises or the improvements situated thereon; provided, however, that if the mortgagee, trustee or holder of any such mortgage or deed of trust elects to have Tenant's interest in this lease superior to any such instrument, then by notice to Tenant from such mortgagee, trustee, or holder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Tenant shall at any time hereafter on demand execute any instruments, releases or other documents which may be required by any mortgagee for the purpose of subjecting and subordinating this Lease to the lien of any such mortgage. 22. LANDLORD'S DEFAULT. A. In the event Landlord should default in any of its obligations hereunder, Tenant shall simultaneously give Landlord and Landlord's mortgagee written notice specifying such default and Landlord shall thereupon have thirty (30) days (plus an additional reasonable period as may be required in the exercise by Landlord of due diligence) in which to cure any such default. In addition, Landlord's mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, and Tenant will accept such curative or remedial action taken by Landlord's mortgagee with the same effect as if such action had been taken by the Landlord. B. Upon the failure of Landlord or Landlord's mortgagee to cure such default in accordance with the provisions of Paragraph 22A hereof, Tenant shall be authorized and empowered to pay any such items for and on behalf of Landlord, and the amount of any item so paid by Tenant for and on behalf of Landlord, together with any interest or penalty required to be paid in connection therewith, shall be payable on demand by Landlord to Tenant; provided, however, that Tenant shall not be authorized and empowered to make any payment under the terms of this Paragraph 22 unless the item paid shall be superior to Tenant's interest hereunder. Tenant's exclusive remedy shall by an action for damages against Landlord, and Tenant hereby waives the benefit of any laws granting it a lien upon the property of Landlord and/or upon rent due Landlord. In the event Tenant pays any mortgage debt in full, in accordance with this paragraph, it shall, at its election, be entitled to the mortgage security by assignment or subrogation. 23. MECHANIC'S LIENS. Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord in the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Tenant by this instrument. Tenant covenants and agrees that it will pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed on the Premises on which any lien is or can be validly and legally asserted against its leasehold interest in the premises or the improvements thereon, and that it will save and hold Landlord harmless from any and all loss, cost or expense based on or arising out of asserted claims or liens against the leasehold estate or against the right, title and interest of the Landlord in the Premises or under the terms of this Lease. 24. ASSIGNMENT BY LANDLORD. Landlord shall have the right to assign or transfer, in whole or in part, every feature of its rights and obligations hereunder and in the building or real property of which the Premises is a part. Such assignments or transfers may be made to a corporation, trust, trust company, individual or group of individuals, and howsoever made shall be in all things respected and recognized by Tenant. 25. DISCLAIMER. This Lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on the part of the Tenant to be performed shall not be affected, impaired or executed

because Landlord is unable to fulfill any of its covenants and obligations under this Lease, 11

expressly or impliedly to be performed by Landlord, if Landlord is prevented or delayed from doing so by reason of strikes, labor troubles, accident, power outages, adjustment of insurance, or by any reason or cause whatsoever reasonable beyond Landlord's control. Reasons beyond Landlord's control shall include, but not be limited to, laws, governmental preemption in connection with a National Emergency or by any reason of any rule, order or regulation of any governmental agency, federal, state, county or municipal authority or any department or subdivision thereof, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. 26. NOTICES. Each provision of this instrument or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivery of any notice or the making of any payment by Landlord to Tenant or with reference to the sending, mailing or delivery of any notice or the making of any payment by Tenant to Landlord shall be deemed to be complied with when and if the following steps are taken: (a) All rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at the address hereinbelow set forth or at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith. Tenant's obligation to pay rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such rent and other amounts have been actually received by Landlord. (b) All payments required to be made by Landlord to Tenant hereunder shall be payable to Tenant at the address hereinbelow set forth, or at such other address within the continental United States as Tenant may specify from time to time by written notice delivered in accordance herewith. All such payments shall be sent by Certified U.S. Mail, return receipt requested. (c) Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered, whether actually received or not, when deposited in the United States Mail, postage prepaid, Certified or Registered Mail, addressed to the parties hereto at the respective addresses set out below, or at such other address as they have theretofore specified by written notice delivered in accordance herewith.
Landlord: AMERICAN GENERAL INVESTMENT CORP. c/o MAXICORP, INC. 1726 Augusta, Suite 128 Houston, Texas 77057 Tenant: INDUSTRIAL DATA SYSTEMS 14900 Woodham Drive #A170 Houston, Texas 7702?

If and when included within the term "Landlord", as used in this instrument, there is more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address for the receipt of notices and payments to Landlord; if and when included within the term "Tenant", as used in this instrument, there is more than one person, firm or corporation, all such jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address within the continental United States for the receipt of notices and payments to Tenant. All parties included within the terms "Landlord" and "Tenant", respectively, shall be bound by notices given in accordance with the provisions to this Paragraph to the same effect as if each had received such notice. 27. MISCELLANEOUS. A. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. B. The terms, provisions and covenants and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise herein expressly provided.

expressly or impliedly to be performed by Landlord, if Landlord is prevented or delayed from doing so by reason of strikes, labor troubles, accident, power outages, adjustment of insurance, or by any reason or cause whatsoever reasonable beyond Landlord's control. Reasons beyond Landlord's control shall include, but not be limited to, laws, governmental preemption in connection with a National Emergency or by any reason of any rule, order or regulation of any governmental agency, federal, state, county or municipal authority or any department or subdivision thereof, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. 26. NOTICES. Each provision of this instrument or of any applicable governmental laws, ordinances, regulations and other requirements with reference to the sending, mailing or delivery of any notice or the making of any payment by Landlord to Tenant or with reference to the sending, mailing or delivery of any notice or the making of any payment by Tenant to Landlord shall be deemed to be complied with when and if the following steps are taken: (a) All rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at the address hereinbelow set forth or at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith. Tenant's obligation to pay rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such rent and other amounts have been actually received by Landlord. (b) All payments required to be made by Landlord to Tenant hereunder shall be payable to Tenant at the address hereinbelow set forth, or at such other address within the continental United States as Tenant may specify from time to time by written notice delivered in accordance herewith. All such payments shall be sent by Certified U.S. Mail, return receipt requested. (c) Any notice or document required or permitted to be delivered hereunder shall be deemed to be delivered, whether actually received or not, when deposited in the United States Mail, postage prepaid, Certified or Registered Mail, addressed to the parties hereto at the respective addresses set out below, or at such other address as they have theretofore specified by written notice delivered in accordance herewith.
Landlord: AMERICAN GENERAL INVESTMENT CORP. c/o MAXICORP, INC. 1726 Augusta, Suite 128 Houston, Texas 77057 Tenant: INDUSTRIAL DATA SYSTEMS 14900 Woodham Drive #A170 Houston, Texas 7702?

If and when included within the term "Landlord", as used in this instrument, there is more than one person, firm or corporation, all shall jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address for the receipt of notices and payments to Landlord; if and when included within the term "Tenant", as used in this instrument, there is more than one person, firm or corporation, all such jointly arrange among themselves for their joint execution of such a notice specifying some individual at some specific address within the continental United States for the receipt of notices and payments to Tenant. All parties included within the terms "Landlord" and "Tenant", respectively, shall be bound by notices given in accordance with the provisions to this Paragraph to the same effect as if each had received such notice. 27. MISCELLANEOUS. A. Words of any gender used in this lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. B. The terms, provisions and covenants and conditions contained in this Lease shall apply to, inure to the benefit of, and be binding upon, the parties hereto and upon their respective heirs, legal representatives, successors and permitted assigns, except as otherwise herein expressly provided. 12

C. Whenever a clause or provision of this Lease requires Landlord's consent or approval, Landlord agrees not to withhold or delay its consent or approval unreasonably. D. The captions inserted in this Lease are for the convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease. E. Tenant agrees, if requested in writing by Landlord, to furnish financial statements, bank references, credit references, or any other financial data to Landlord as may be required to establish Tenant's financial stability and credit worthiness. Such information will be furnished within ten (10) days of request. F. This Lease may not be altered, changed or amended except by an instrument in writing signed by both parties hereto. G. All obligations of Tenant hereunder not fully performed as of the expiration or earlier termination of the term of this Lease shall survive the expiration or earlier termination of the term hereof, including, without limitation, all payment obligations with respect to taxes and insurance and all obligations concerning the condition of the Premises. Upon the expiration of earlier termination of the term hereof, and prior to Tenant vacating the Premises, Tenant shall pay to Landlord any amount reasonably estimated by Landlord as necessary to put the Premises, including, without limitation, all heating and air conditioning systems and equipment therein, in good condition and repair. Tenant shall also, prior to vacating the Premises, pay to Landlord the amount, as estimated by Landlord, of Tenant's obligation hereunder for real estate taxes and insurance premiums for the year in which the Lease expires or terminates. All such amounts shall be used and held by Landlord for payment of such obligations of Tenant hereunder, with Tenant being liable for any additional costs therefor upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied, as the case may be. Any security deposit held by Landlord shall be credited against the amount payable by Tenant under this Paragraph 27G. H. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws effective during the term of this Lease, then and in that event, it is the intention of the parties hereto that the remainder of this lease shall not be affected thereby, and it is also the intention of the parties to this Lease that, in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added as a part of this Lease contract a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable. I. Because the Premises are on the open market and are presently being shown, this Lease shall be treated as an offer with the Premises being subject to prior Lease and such offer subject to withdraw or non-acceptance by Landlord or to other use of the Premises without notice, and this Lease shall not be valid or binding unless and until accepted by Landlord in writing and a fully executed copy delivered to both parties hereto. J. All references in this Lease to "the date hereof" or similar references shall be deemed to refer to the last date, in point of time, on which all parties hereto have executed this Lease. K. Tenant agrees, from time to time within ten (10) days after request of Landlord, to deliver an estoppel certificate to Landlord or Landlord's designee. Such estoppel certificate shall state that this Lease is in full force and effect, the date to which rent has been paid, the unexpired term of this Lease and such other matters pertaining to this Lease as may be requested by Landlord. L. Landlord and Tenant acknowledge and agree that this Lease shall be interpreted and enforced in accordance with the laws of the State of Texas and all obligations and duties are performable exclusively in Houston, Harris County, Texas. M. Each party agrees to furnish to the other, promptly upon demand, a corporate resolution, proof of due authorization by partners, or other appropriate documentation evidencing the due authorization of such party to enter into this Lease. N. This Lease may be signed in any number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement. The production of any

13

executed counterpart of this Lease shall be sufficient for all purposes without producing or accounting for the other counterparts hereof. O. Any reference to a building on the demised Premises, means the plural "buildings" in a multiple building complex. All expenses, for example, but not limited to taxes, property insurance, and common area maintenance, are prorated for the total net rentable area in all buildings. Executed by the parties this 16th day of January, 1991.
AMERICAN GENERAL LIFE INSURANCE CO. (Name of Landlord) /s/ RISHER RANDALL BY: Mr. Risher Randall TITLE: R.E. Investment Officer Landlord INDUSTRIAL DATA SYSTEMS (Name of Tenant) /s/ WILLIAM COSKEY BY: Mr. William Coskey TITLE: President Tenant

14

EXHIBIT "A-1" [FLOORPLAN GRAPHIC OMITTED] BUILDING A 14900 WOODHAM DRIVE SUITE A170 5625 GRA

EXHIBIT "A" MAXICORP, INC. 713-229-0060 [CENTURY CENTER GRAPHIC OMITTED]
SITE PLAN LAND AREA 9,068 ACRES 132310 S.F.

PARKING

GROSS LEASEABLE AREA BLDG. A 34250 S.F. BLDG. B 39880 S.F. (14000 Woodhaven Drive) (14000 Woodhaven Drive) BLDG. C 30730 S.F. BLDG. D 27450 S.F. (800 Century Plaza Drive) (800 Century Plaza Drive) 398 CARS (33/1000 S.F.) CENTURY CENTER MAP

ADDENDUM TO LEASE OPTION TO RENEW:

executed counterpart of this Lease shall be sufficient for all purposes without producing or accounting for the other counterparts hereof. O. Any reference to a building on the demised Premises, means the plural "buildings" in a multiple building complex. All expenses, for example, but not limited to taxes, property insurance, and common area maintenance, are prorated for the total net rentable area in all buildings. Executed by the parties this 16th day of January, 1991.
AMERICAN GENERAL LIFE INSURANCE CO. (Name of Landlord) /s/ RISHER RANDALL BY: Mr. Risher Randall TITLE: R.E. Investment Officer Landlord INDUSTRIAL DATA SYSTEMS (Name of Tenant) /s/ WILLIAM COSKEY BY: Mr. William Coskey TITLE: President Tenant

14

EXHIBIT "A-1" [FLOORPLAN GRAPHIC OMITTED] BUILDING A 14900 WOODHAM DRIVE SUITE A170 5625 GRA

EXHIBIT "A" MAXICORP, INC. 713-229-0060 [CENTURY CENTER GRAPHIC OMITTED]
SITE PLAN LAND AREA 9,068 ACRES 132310 S.F.

PARKING

GROSS LEASEABLE AREA BLDG. A 34250 S.F. BLDG. B 39880 S.F. (14000 Woodhaven Drive) (14000 Woodhaven Drive) BLDG. C 30730 S.F. BLDG. D 27450 S.F. (800 Century Plaza Drive) (800 Century Plaza Drive) 398 CARS (33/1000 S.F.) CENTURY CENTER MAP

ADDENDUM TO LEASE OPTION TO RENEW: Landlord hereby grants Tenant the option to renew and extend this Lease for an additional three (3) year term at the then prevailing market rental rates. Said option is granted only if Tenant is in full compliance of the terms and

EXHIBIT "A-1" [FLOORPLAN GRAPHIC OMITTED] BUILDING A 14900 WOODHAM DRIVE SUITE A170 5625 GRA

EXHIBIT "A" MAXICORP, INC. 713-229-0060 [CENTURY CENTER GRAPHIC OMITTED]
SITE PLAN LAND AREA 9,068 ACRES 132310 S.F.

PARKING

GROSS LEASEABLE AREA BLDG. A 34250 S.F. BLDG. B 39880 S.F. (14000 Woodhaven Drive) (14000 Woodhaven Drive) BLDG. C 30730 S.F. BLDG. D 27450 S.F. (800 Century Plaza Drive) (800 Century Plaza Drive) 398 CARS (33/1000 S.F.) CENTURY CENTER MAP

ADDENDUM TO LEASE OPTION TO RENEW: Landlord hereby grants Tenant the option to renew and extend this Lease for an additional three (3) year term at the then prevailing market rental rates. Said option is granted only if Tenant is in full compliance of the terms and conditions of this Lease. Additionally, within ninety (90) days of the expiration of the initial term of this Lease, Tenant is required to notify Landlord in writing of tenants intent to exercise said renewal option.
AMERICAN GENERAL LIFE INS. CO. Landlord /s/ By: RISHER RANDALL Mr. Risher Randall R.E. Invest. Officer INDUSTRIAL DATA SYSTEMS Tenant /s/ By: WILLIAM COSKEY Mr. William Coskey President

Title:

Title:

FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement ("Amendment") is entered into as of the 7th day of December, 1993 by and between 600 C.C. Business Park Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS

EXHIBIT "A" MAXICORP, INC. 713-229-0060 [CENTURY CENTER GRAPHIC OMITTED]
SITE PLAN LAND AREA 9,068 ACRES 132310 S.F.

PARKING

GROSS LEASEABLE AREA BLDG. A 34250 S.F. BLDG. B 39880 S.F. (14000 Woodhaven Drive) (14000 Woodhaven Drive) BLDG. C 30730 S.F. BLDG. D 27450 S.F. (800 Century Plaza Drive) (800 Century Plaza Drive) 398 CARS (33/1000 S.F.) CENTURY CENTER MAP

ADDENDUM TO LEASE OPTION TO RENEW: Landlord hereby grants Tenant the option to renew and extend this Lease for an additional three (3) year term at the then prevailing market rental rates. Said option is granted only if Tenant is in full compliance of the terms and conditions of this Lease. Additionally, within ninety (90) days of the expiration of the initial term of this Lease, Tenant is required to notify Landlord in writing of tenants intent to exercise said renewal option.
AMERICAN GENERAL LIFE INS. CO. Landlord /s/ By: RISHER RANDALL Mr. Risher Randall R.E. Invest. Officer INDUSTRIAL DATA SYSTEMS Tenant /s/ By: WILLIAM COSKEY Mr. William Coskey President

Title:

Title:

FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement ("Amendment") is entered into as of the 7th day of December, 1993 by and between 600 C.C. Business Park Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS WHEREAS, Landlord who has succeeded the rights, title, and interests of American General Life Insurance Company, as "Landlord", and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991 (the "Lease") for certain premises known as 14900 Woodham Drive, Suite A-170, Houston, Texas 77073 consisting of approximately 5,625 square feet and; WHEREAS, Landlord and Tenant desire to modify the Lease so as to extend the term of the Lease and to modify certain terms and provisions outlined in the original lease; All defined terms used in this Amendment shall have the same meaning assigned to them in the original Lease, unless the context herein expressly provides otherwise.

ADDENDUM TO LEASE OPTION TO RENEW: Landlord hereby grants Tenant the option to renew and extend this Lease for an additional three (3) year term at the then prevailing market rental rates. Said option is granted only if Tenant is in full compliance of the terms and conditions of this Lease. Additionally, within ninety (90) days of the expiration of the initial term of this Lease, Tenant is required to notify Landlord in writing of tenants intent to exercise said renewal option.
AMERICAN GENERAL LIFE INS. CO. Landlord /s/ By: RISHER RANDALL Mr. Risher Randall R.E. Invest. Officer INDUSTRIAL DATA SYSTEMS Tenant /s/ By: WILLIAM COSKEY Mr. William Coskey President

Title:

Title:

FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement ("Amendment") is entered into as of the 7th day of December, 1993 by and between 600 C.C. Business Park Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS WHEREAS, Landlord who has succeeded the rights, title, and interests of American General Life Insurance Company, as "Landlord", and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991 (the "Lease") for certain premises known as 14900 Woodham Drive, Suite A-170, Houston, Texas 77073 consisting of approximately 5,625 square feet and; WHEREAS, Landlord and Tenant desire to modify the Lease so as to extend the term of the Lease and to modify certain terms and provisions outlined in the original lease; All defined terms used in this Amendment shall have the same meaning assigned to them in the original Lease, unless the context herein expressly provides otherwise. NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, Landlord and Tenant hereby agree that the Lease shall be Amended as follows: AGREEMENTS: 1) Section One (1) Paragraph Two (2) shall be amended to read: "To have and to hold the same for a term commencing on February 1, 1991 ("Commencement Date") and ending January 31, 1997 thereafter". 2) Section 2 Paragraph A shall be amended to allow for the following base rent schedule which shall apply to months thirty seven through seventy-two of the lease term. Base Rental shall remain as scheduled in the original lease until February 1, 1994 at which time the following base rent shall apply: February 1, 1994 - January 31, 1995 = $2,081.25 per month February 1, 1995 - January 31, 1996 = $2,193.75 per month February 1, 1996 - January 31, 1997 = $2,306.25 per month 3) Taxes and Insurance Charges as specified in Section 4 and Section 13 of the Lease shall be modified to allow that the Tenant shall be responsible for any additional taxes and insurance costs which exceed an amount equal to the 1994 expense for these items per square foot of net rentable area in the premises per year. All other defining terms and calculations of assessments and charges pursuant to these paragraphs shall remain as specified in the original lease.

FIRST AMENDMENT TO LEASE AGREEMENT This First Amendment to Lease Agreement ("Amendment") is entered into as of the 7th day of December, 1993 by and between 600 C.C. Business Park Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS WHEREAS, Landlord who has succeeded the rights, title, and interests of American General Life Insurance Company, as "Landlord", and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991 (the "Lease") for certain premises known as 14900 Woodham Drive, Suite A-170, Houston, Texas 77073 consisting of approximately 5,625 square feet and; WHEREAS, Landlord and Tenant desire to modify the Lease so as to extend the term of the Lease and to modify certain terms and provisions outlined in the original lease; All defined terms used in this Amendment shall have the same meaning assigned to them in the original Lease, unless the context herein expressly provides otherwise. NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, Landlord and Tenant hereby agree that the Lease shall be Amended as follows: AGREEMENTS: 1) Section One (1) Paragraph Two (2) shall be amended to read: "To have and to hold the same for a term commencing on February 1, 1991 ("Commencement Date") and ending January 31, 1997 thereafter". 2) Section 2 Paragraph A shall be amended to allow for the following base rent schedule which shall apply to months thirty seven through seventy-two of the lease term. Base Rental shall remain as scheduled in the original lease until February 1, 1994 at which time the following base rent shall apply: February 1, 1994 - January 31, 1995 = $2,081.25 per month February 1, 1995 - January 31, 1996 = $2,193.75 per month February 1, 1996 - January 31, 1997 = $2,306.25 per month 3) Taxes and Insurance Charges as specified in Section 4 and Section 13 of the Lease shall be modified to allow that the Tenant shall be responsible for any additional taxes and insurance costs which exceed an amount equal to the 1994 expense for these items per square foot of net rentable area in the premises per year. All other defining terms and calculations of assessments and charges pursuant to these paragraphs shall remain as specified in the original lease. 4) Common Area Maintenance -- Tenant shall be required to pay its estimated prorata share of Common Area Maintenance expenses of the property. On a monthly basis, Tenant shall pay an amount equal to $.07 per square foot per month as Tenant's estimated prorata share of the common area expenses as outlined in Section 7 of the Lease. Therefore, beginning February 1, 1994, Tenant shall pay an amount of $393.75 per month in addition to the base rental scheduled above as its estimated monthly share of these common area maintenance costs. Landlord agrees that Tenant's payment of its prorata of Common Area Maintenance costs will not exceed $.07 per square foot per month during the term of the Lease. PAGE 1 OF 2

5) Therefore, as an example of rental and expense obligations as modified in this Amendment and as ratified in the original agreement, the following is an outline of Tenant's charges: For example, total charges for the month of February 1994 shall be as follows:
Base Rent: Common Area Maintenance: $ $ 2,081.25 393.75

5) Therefore, as an example of rental and expense obligations as modified in this Amendment and as ratified in the original agreement, the following is an outline of Tenant's charges: For example, total charges for the month of February 1994 shall be as follows:
Base Rent: Common Area Maintenance: TOTAL PAYMENT FOR FEBRUARY 1994: $ 2,081.25 $ 393.75 ----------$ 2,475.00

Rent and expense charges will remain as scheduled in the original Agreement and as are currently be paid by Tenant until January 31, 1994. 6) Option to Renew -- Provided that Tenant is not in default on any of the terms and conditions set forth in the lease in this Amendment, Landlord hereby grants Tenant one option to renew the Lease for an additional thirtysix (36) month term at rental rates to be negotiated prior to Tenant exercising said renewal option. In order for Tenant to exercise said option, Tenant must notify Landlord of its intention to renew the Lease at least ninety (90) days prior to the expiration of the lease term. 7) Lease Space Condition -- Tenant accepts the premises in its current condition ("as is"); however, Landlord agrees to make certain that the air conditioning units are fully operational and to provide any necessary repairs recommended by a reputable air conditioning contractor. EXCEPT as expressly provided herein, all other terms, covenants, and conditions of the Lease shall remain the same in full force and effect, and are hereby ratified by both parties. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
LANDLORD: 600 C.C. Business Park Ltd. BY: /s/ JOHN W. COSTELLO NAME: John W. Costello TITLE: General Partner TENANT: Industrial Data Systems BY: /s/ WILLIAM COSKEY NAME: William Coskey TITLE: President

DATE: December 7/1993 DATE: 11/23/93 PAGE 2 OF 2

SECOND AMENDMENT TO LEASE STATE OF TEXAS COUNTY OF HARRIS This Second Amendment to Lease ("Amendment") is made and entered into as of December 29, 1994 by and between 600 C.C. Business Park, Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS A. Whereas, Landlord who has succeeded the rights, title, and interest of American General Life Insurance Company as "Landlord" and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991, (the "Lease") which lease was amended by the First Amendment to Lease Agreement dated December 7, 1993 for certain premises known as 14900 Woodham Drive, Suite A-170, Houston, Texas 77073 consisting of approximately 5,625 square feet and;

SECOND AMENDMENT TO LEASE STATE OF TEXAS COUNTY OF HARRIS This Second Amendment to Lease ("Amendment") is made and entered into as of December 29, 1994 by and between 600 C.C. Business Park, Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS A. Whereas, Landlord who has succeeded the rights, title, and interest of American General Life Insurance Company as "Landlord" and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991, (the "Lease") which lease was amended by the First Amendment to Lease Agreement dated December 7, 1993 for certain premises known as 14900 Woodham Drive, Suite A-170, Houston, Texas 77073 consisting of approximately 5,625 square feet and; B. Whereas, Landlord and Tenant desire to modify the Lease so as to modify certain terms and provisions outlined in the original Lease and the First Amendment to Lease to allow for the relocation of Tenant's lease space within Century Center Business Park, the extension of the lease term and to increase the square footage of the premises that the tenant will occupy under the terms and conditions of the original Lease, the First Amendment to Lease, and this Second Amendment to Lease agreement and; C. Tenant and Landlord hereby agree that no other document has been executed or exchanged between the parties hereto other than the original Lease Agreement and the First Amendment to Lease specified above and that there are no side letters or any oral agreements between the parties and; D. Landlord and Tenant agree that all defined terms used in this Amendment shall have the same meaning assigned to them in the Lease and First Amendment to Lease, unless the context herein expressly provides otherwise. NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: AGREEMENTS 1. Effective January 1, 1995, Landlord and Tenant mutually agree to expand the "Leased Premises" to a total leasable area of 12,230 square feet and to "relocate" the lease premises to 600 Century Plaza Drive, Suite C140 ("New Lease Premises") which is located within the development known as Century Center Business Park (see attached Exhibit "A" and Exhibit "A-1"). 2. Landlord and Tenant agree to extend the expiration date of the existing lease term to January 31, 1999. 3. It is agreed and understood by both parties that as of the date of this Amendment, the existing Lease and First Amendment to Lease shall govern the "New Lease Premises" as outlined in Item 1 above. PAGE 1 OF 3

SECOND AMENDMENT TO LEASE (CONTINUED) 4. The monthly base rental shall remain as scheduled in the original Lease and First Amendment to Lease until the earlier of February 1, 1995, or when Tenant occupies the "New Lease Premises", at which time the base rental shall be modified and scheduled as follows:
February 1, 1995 - January 31, 1996: February 1, 1996 - January 31, 1997: February 1, 1997 - January 31, 1999: $4,769.70 ($.39 psf per month) $5,014.30 ($.41 psf per month) $5,258.90 ($.43 psf per month)

SECOND AMENDMENT TO LEASE (CONTINUED) 4. The monthly base rental shall remain as scheduled in the original Lease and First Amendment to Lease until the earlier of February 1, 1995, or when Tenant occupies the "New Lease Premises", at which time the base rental shall be modified and scheduled as follows:
February 1, 1995 - January 31, 1996: February 1, 1996 - January 31, 1997: February 1, 1997 - January 31, 1999: $4,769.70 ($.39 psf per month) $5,014.30 ($.41 psf per month) $5,258.90 ($.43 psf per month)

5. Taxes and Insurance charges as specified in Section 4 and Section 13 of the Lease, shall remain as modified in the First Amendment to Lease Agreement allowing that Tenant shall be responsible for any additional taxes and insurance costs which exceed an amount equal to the 1994 expense for these items per square foot of net rentable area in the total lease premises. All other defining terms and calculations of assessments and charges pursuant to these paragraphs shall remain as specified in the original Lease. 6. Common Area Maintenance -- Tenant shall be required to pay its prorata share of common area maintenance expenses of the property. On a monthly basis, tenant shall pay an amount equal to $.07 per square foot per month as Tenant's prorata share of common area expenses as outlined in Section 7 of the Lease. THEREFORE, BEGINNING FEBRUARY 1, 1995, TENANT SHALL PAY $856.10 PER MONTH AS ITS ESTIMATED PRORATA SHARE OF THESE EXPENSES. LANDLORD AGREES THAT TENANT'S PAYMENT OF ITS PRORATA OF COMMON AREA MAINTENANCE COSTS WILL NOT EXCEED $.07 PER SQUARE FOOT PER MONTH DURING THE TERM OF THE LEASE. 7. As an example of rental and expense obligations as modified in this Second Amendment to Lease and as ratified in the original Lease Agreement and the First Amendment to Lease Agreement, the following is an outline of Tenant's charges for February, 1995, rent and other charges:
Base Rent: Common Area Maintenance: TOTAL PAYMENT FOR FEBRUARY 1995: $ 4,769,70 $ 856.10 ----------$ 5,625.80

Rent and expense charges will remain as scheduled in the original Lease Agreement and First Amendment to Lease Agreement and as are currently being paid by Tenant until February 1, 1995. 8. Whereas, Tenant agrees to accept the "New Lease Premises" in an "As Is", "Where Is" condition subject to Landlord making minor modifications to the lease premises which will include and be limited to re-carpeting of the carpeted areas ($10.00 per yard allowance), re-painting of the interior walls, removal of up to seventy-five feet (75') of interior walls, relocation of up to three (3) interior doors, the addition of up to eighteen (18) light fixtures, four (4) duplex plugs, and four (4) additional light switches, and Landlord shall make certain that the existing HVAC, electrical, and plumbing systems are in good operational order prior to Tenant's occupancy. Any costs of additional modifications above those stated herein, shall be the responsibility of Tenant. Tenant shall be allowed occupancy of the premises immediately upon completion of Landlord's described work and Tenant's acceptance of said work. 9. Except as otherwise stated herein, all other terms and conditions of the Original Lease Agreement dated January 16, 1991, and the First Amendment to Lease Agreement dated December 7, 1993, by and between 600 C.C. Business Park, as Landlord and Industrial Data Systems, as Tenant shall remain in full force and effect and shall apply to the ("New Lease Premises") located at 600 Century Plaza Drive, Suite 140, Houston, Texas 77073. PAGE 2 OF 3

SECOND AMENDMENT TO LEASE (CONTINUED)

SECOND AMENDMENT TO LEASE (CONTINUED) 10. Landlord agrees to pay for Tenant's cost of relocating the existing lease premises into the "New Lease Premises", which costs shall include moving of furniture fixtures and equipment, installation of telephone system (labor only), and wiring of existing computer network and other reasonable moving costs. Landlord's allowance for these moving costs shall not exceed $5,000. 11. TENANT RIGHT TO ASSIGN OR SUB-LET -- Tenant shall have the right to assign this Lease or to sublet the whole or any part of the premises with Landlord's prior written consent. Landlord's consent shall not be unreasonably withheld. Should Tenant desire to assign or sub-let the premises, Tenant shall supply Landlord with required information regarding the assignee and/or sub-lessee, and shall await written authorization from Landlord to proceed with said sub-lease or assignment. All other terms outlined in the original lease which are not in conflict with the terms stated herein shall remain in full force and effect. 12. FIRST NOTICE -- So long as Tenant is not in default of any of the terms and conditions of the Lease, if during the term of the Lease, any adjacent/contiguous space should become available for lease. Landlord shall use its best efforts to notify Tenant of such available space. Additionally, should Landlord obtain a prospective tenant which is interested in leasing such available space, Landlord shall provide Tenant notice of such. After Landlord has provided Tenant said notice, Tenant shall have five (5) working days to notify Landlord if Tenant wishes to lease additional space. Should Tenant notify Landlord of its intention to lease such space, Tenant shall then have five (5) working days after receipt of a formal agreement from the Landlord to execute said agreement regarding the leasing of this additional space. This Amendment shall be binding upon and insure to the benefit of Landlord and Tenant and their successors and assigns; however, this provision shall not permit any additional transfer or assignment of the Lease by Tenant which is otherwise limited by the terms of the Lease and this amendment required by Landlord's consent. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Lease as of this 29th day of December, 1994. Exhibit List: Exhibit "A" -- Site Plan Exhibit "A-1" -- Lease Premises
TENANT: INDUSTRIAL DATA SYSTEMS BY: /s/ WILLIAM COSKEY NAME: TITLE: DATE: William Coskey President December 28, 1994 LANDLORD: 600 C.C. BUSINESS PARK, LTD. BY: /s/ JOHN W. COSTELLO NAME: TITLE: DATE: John W. Costello General Partner December 29, 1994

PAGE 3 OF 3

EXHIBIT "A" SITE PLAN [CENTURY CENTER BUSINESS PARK GRAPHIC OMITTED] "Current Lease Premises" "Temporary Premises"

EXHIBIT "A" SITE PLAN [CENTURY CENTER BUSINESS PARK GRAPHIC OMITTED] "Current Lease Premises" "Temporary Premises" Approximately 2,370 s.f. "New Lease Premises" Approximately 12,230 s.f.

EXHIBIT "A-1" [LEASE PREMISES GRAPHIC OMITTED] "LEASE PREMISES" "Temporary Premises" To be occupied by Tenant until January 31, 1995, only "New Lease Premises" Approximately 12,230 GRA FLOOR PLAN

THIRD AMENDMENT TO LEASE STATE OF TEXAS COUNTY OF HARRIS This Third Amendment to Lease ("Amendment") is made and entered into as of 8/8/95 by and between 600 C.C. Business Park, Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS A. Whereas, Landlord who has succeeded the rights, title, and interest of American General Life Insurance Company as "Landlord" and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991, (the "Lease") which lease was amended by the First Amendment to Lease Agreement dated December 7, 1993, and the Second Amendment to Lease dated December 29, 1994, for certain premises known as 600 Century Plaza Drive, Suite 140, Houston, Texas 77073 consisting of approximately 12,230 square feet and; B. Whereas, Landlord and Tenant desire to modify the Lease so as to modify certain terms and provisions outlined in the original Lease, the First Amendment to Lease and the Second Amendment to Lease to allow for the extension of the lease term and to increase the square footage of the premises that the tenant will occupy under the terms and conditions of the original Lease, the First Amendment to Lease, the Second Amendment to Lease, and this Third Amendment to Lease; and

EXHIBIT "A-1" [LEASE PREMISES GRAPHIC OMITTED] "LEASE PREMISES" "Temporary Premises" To be occupied by Tenant until January 31, 1995, only "New Lease Premises" Approximately 12,230 GRA FLOOR PLAN

THIRD AMENDMENT TO LEASE STATE OF TEXAS COUNTY OF HARRIS This Third Amendment to Lease ("Amendment") is made and entered into as of 8/8/95 by and between 600 C.C. Business Park, Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS A. Whereas, Landlord who has succeeded the rights, title, and interest of American General Life Insurance Company as "Landlord" and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991, (the "Lease") which lease was amended by the First Amendment to Lease Agreement dated December 7, 1993, and the Second Amendment to Lease dated December 29, 1994, for certain premises known as 600 Century Plaza Drive, Suite 140, Houston, Texas 77073 consisting of approximately 12,230 square feet and; B. Whereas, Landlord and Tenant desire to modify the Lease so as to modify certain terms and provisions outlined in the original Lease, the First Amendment to Lease and the Second Amendment to Lease to allow for the extension of the lease term and to increase the square footage of the premises that the tenant will occupy under the terms and conditions of the original Lease, the First Amendment to Lease, the Second Amendment to Lease, and this Third Amendment to Lease; and C. Whereas, Tenant and Landlord hereby agree that no other document has been executed or exchanged between the parties hereto other than the original Lease Agreement and the First Amendment to Lease specified above and that there are no side letters or any oral agreements between the parties; and D. Whereas, Landlord and Tenant agree that all defined terms used in this Amendment shall have the same meaning assigned to them in the Lease and First Amendment to Lease, unless the context herein expressly provides otherwise. NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: AGREEMENTS 1. Effective September 1, 1995, Landlord and Tenant mutually agree to expand the "Leased Premises" to a total leasable area of 18,155 square feet (see attached Exhibit "A"-Site Plan and Exhibit "A-1"-Expansion Premises).

THIRD AMENDMENT TO LEASE STATE OF TEXAS COUNTY OF HARRIS This Third Amendment to Lease ("Amendment") is made and entered into as of 8/8/95 by and between 600 C.C. Business Park, Ltd. ("Landlord") and Industrial Data Systems ("Tenant"). RECITALS A. Whereas, Landlord who has succeeded the rights, title, and interest of American General Life Insurance Company as "Landlord" and Industrial Data Systems, as "Tenant", entered into a Lease Agreement dated January 16, 1991, (the "Lease") which lease was amended by the First Amendment to Lease Agreement dated December 7, 1993, and the Second Amendment to Lease dated December 29, 1994, for certain premises known as 600 Century Plaza Drive, Suite 140, Houston, Texas 77073 consisting of approximately 12,230 square feet and; B. Whereas, Landlord and Tenant desire to modify the Lease so as to modify certain terms and provisions outlined in the original Lease, the First Amendment to Lease and the Second Amendment to Lease to allow for the extension of the lease term and to increase the square footage of the premises that the tenant will occupy under the terms and conditions of the original Lease, the First Amendment to Lease, the Second Amendment to Lease, and this Third Amendment to Lease; and C. Whereas, Tenant and Landlord hereby agree that no other document has been executed or exchanged between the parties hereto other than the original Lease Agreement and the First Amendment to Lease specified above and that there are no side letters or any oral agreements between the parties; and D. Whereas, Landlord and Tenant agree that all defined terms used in this Amendment shall have the same meaning assigned to them in the Lease and First Amendment to Lease, unless the context herein expressly provides otherwise. NOW, THEREFORE, for one dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows: AGREEMENTS 1. Effective September 1, 1995, Landlord and Tenant mutually agree to expand the "Leased Premises" to a total leasable area of 18,155 square feet (see attached Exhibit "A"-Site Plan and Exhibit "A-1"-Expansion Premises). 2. Landlord and Tenant agree to extend the expiration date of the existing lease term to August 31, 2000. 3. It is agreed and understood by both parties that as of the date of this Amendment, the existing Lease, First Amendment to Lease, and Second Amendment to Lease shall govern the "Expansion Premises" as outlined in Item 1 above with the exception of the provisions contained herein to the contrary. PAGE 1 OF 3

THIRD AMENDMENT TO LEASE (CONTINUED) 4. The monthly base rental shall remain as scheduled in the Second Amendment to Lease until August 31, 1995, at which time the base rental shall be modified and scheduled as follows:
September 1, 1995 - February 28, 1996: March 1, 1996 - January 31, 1997: February 1, 1997 - August 31, 2000: $6,378.23 per month $7,443.55 per month $7,806.65 per month

THIRD AMENDMENT TO LEASE (CONTINUED) 4. The monthly base rental shall remain as scheduled in the Second Amendment to Lease until August 31, 1995, at which time the base rental shall be modified and scheduled as follows:
September 1, 1995 - February 28, 1996: March 1, 1996 - January 31, 1997: February 1, 1997 - August 31, 2000: $6,378.23 per month $7,443.55 per month $7,806.65 per month

5. Taxes and Insurance charges as specified in Section 4 and Section 13 of the Lease, shall remain as modified in the First Amendment to Lease Agreement and the Second Amendment to Lease allowing that Tenant shall be responsible for any additional taxes and insurance costs which exceed an amount equal to the 1994 expense for these items per square foot of net rentable area in the total lease premises. All other defining terms and calculations of assessments and charges pursuant to these paragraphs shall remain as specified in the original Lease. 6. Common Area Maintenance -- Tenant shall be required to pay its prorata share of common area maintenance expenses of the property. On a monthly basis, tenant shall pay an amount equal to $.07 per square foot per month as Tenant's prorata share of common area expenses as outlined in Section 7 of the Lease. THEREFORE, BEGINNING SEPTEMBER 1, 1995, TENANT SHALL PAY $1,270.85 PER MONTH AS ITS ESTIMATED PRORATA SHARE OF THESE EXPENSES. LANDLORD AGREES THAT TENANT'S PAYMENT OF ITS PRORATA OF COMMON AREA MAINTENANCE COSTS WILL NOT EXCEED $.07 PER SQUARE FOOT PER MONTH DURING THE TERM OF THE LEASE. 7. As an example of rental and expense obligations as modified in this Second Amendment to Lease and as ratified in the original Lease Agreement and the First Amendment to Lease Agreement, the following is an outline of Tenant's charges for September, 1995, rent and other charges:
Base Rent: Common Area Maintenance: TOTAL PAYMENT FOR SEPTEMBER, 1995: $ 6,387.23 $ 1,270.85 ----------$ 7,658.08 ===========

Rent and expense charges will remain as scheduled in the Second Amendment to Lease Agreement and as are currently being paid by Tenant until August 31, 1995. 8. Landlord agrees to perform miscellaneous interior improvements to the expansion premises which shall include patch and repair of the acoustical ceiling, demolition of some existing interior walls, relocation of existing doors and hardware, installation of new interior walls where indicated on the construction drawings, miscellaneous electrical additions including outlets, switches and other requirements, replacement of existing flooring with carpet or tile and new cove base pursuant to Tenant's desires, servicing the existing HVAC systems and relocating ductwork as needed, repainting of the interior of the leased premises, and minor plumbing work which will include capping off existing service to one/two restrooms. LANDLORD SHALL PROVIDE TENANT AN ALLOWANCE EQUAL TO $20,000 FOR THE ABOVE REFERENCED IMPROVEMENTS. SHOULD THE COST OF THE SPACE IMPROVEMENTS EXCEED $20,000, TENANT SHALL BE REQUIRED TO PAY ANY OF THESE ADDITIONAL EXPENSES. THIS ALLOWANCE DOES NOT INCLUDE CONSTRUCTION MANAGEMENT FEE AND ARCHITECTURAL FEES WHICH WILL BE PAID BY LANDLORD. LANDLORD WILL HIRE AN ARCHITECT TO COMPILE A SIMPLE CONSTRUCTION DRAWING DEPICTING THE SPECIFIC ITEMS REQUESTED BY TENANT FOR THE SPACE IMPROVEMENTS REFERRED TO HEREIN. 9. Except as otherwise stated herein, all other terms and conditions of the Original Lease Agreement dated January 16, 1991, the First Amendment to Lease Agreement dated December 7, 1993, and the Second Amendment to Lease dated December 29, 1994, by and between 600 C.C. Business Park, as Landlord and Industrial Data Systems, as Tenant shall remain in full force and effect and shall apply to the "Expansion Premises" located at 600 Century Plaza Drive, Suite 140, Houston, Texas 77073.

PAGE 2 OF 3

THIRD AMENDMENT TO LEASE (CONTINUED) This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their successors and assigns; however, this provision shall not permit any additional transfer or assignment of the Lease by Tenant which is otherwise limited by the terms of the Lease and this amendment required by Landlord's consent. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Lease as of this 8th day of August, 1995. Exhibit List: Exhibit "A" -- Site Plan Exhibit "A-1" -- Expansion Premises
TENANT: INDUSTRIAL DATA SYSTEMS BY: WILLIAM COSKEY NAME: William Coskey TITLE: President DATE: 8/4/95 LANDLORD: 600 C.C. BUSINESS PARK, LTD. BY: JOHN W. COSTELLO NAME: John W. Costello TITLE: General Partner DATE: 8/8/95

PAGE 3 OF 3

EXHIBIT "A" [SITE PLAN GRAPHIC OMITTED] CENTURY CENTER MAP MAXICORP, INC.
713 228-0060 SITE PLAN LAND AREA GROSS LEASABLE AREA BLDG. A 34260 S.F. (94900 Woodham Drive) BLDG. C 30730 S.F. (609 Century Plaza Drive) PARKING EXPANSION PREMISES CURRENT LEASED PREMISES 9.058 ACRES 132310 S.F. BLDG. B 39880 S.F. (14250 Woodham Drive) BLDG. D 27450 S.F. (609 Century Plaza Drive) 398 CARS (3.1/1000 S.F.)

EXHIBIT "A-1"

THIRD AMENDMENT TO LEASE (CONTINUED) This Amendment shall be binding upon and inure to the benefit of Landlord and Tenant and their successors and assigns; however, this provision shall not permit any additional transfer or assignment of the Lease by Tenant which is otherwise limited by the terms of the Lease and this amendment required by Landlord's consent. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Lease as of this 8th day of August, 1995. Exhibit List: Exhibit "A" -- Site Plan Exhibit "A-1" -- Expansion Premises
TENANT: INDUSTRIAL DATA SYSTEMS BY: WILLIAM COSKEY NAME: William Coskey TITLE: President DATE: 8/4/95 LANDLORD: 600 C.C. BUSINESS PARK, LTD. BY: JOHN W. COSTELLO NAME: John W. Costello TITLE: General Partner DATE: 8/8/95

PAGE 3 OF 3

EXHIBIT "A" [SITE PLAN GRAPHIC OMITTED] CENTURY CENTER MAP MAXICORP, INC.
713 228-0060 SITE PLAN LAND AREA GROSS LEASABLE AREA BLDG. A 34260 S.F. (94900 Woodham Drive) BLDG. C 30730 S.F. (609 Century Plaza Drive) PARKING EXPANSION PREMISES CURRENT LEASED PREMISES 9.058 ACRES 132310 S.F. BLDG. B 39880 S.F. (14250 Woodham Drive) BLDG. D 27450 S.F. (609 Century Plaza Drive) 398 CARS (3.1/1000 S.F.)

EXHIBIT "A-1" [EXPANSION PREMISES GRAPHIC OMITTED]

EXHIBIT "A" [SITE PLAN GRAPHIC OMITTED] CENTURY CENTER MAP MAXICORP, INC.
713 228-0060 SITE PLAN LAND AREA GROSS LEASABLE AREA BLDG. A 34260 S.F. (94900 Woodham Drive) BLDG. C 30730 S.F. (609 Century Plaza Drive) PARKING EXPANSION PREMISES CURRENT LEASED PREMISES 9.058 ACRES 132310 S.F. BLDG. B 39880 S.F. (14250 Woodham Drive) BLDG. D 27450 S.F. (609 Century Plaza Drive) 398 CARS (3.1/1000 S.F.)

EXHIBIT "A-1" [EXPANSION PREMISES GRAPHIC OMITTED] CURRENT LEASE PREMISES APPROXIMATELY 12,230 SQ. FT. EXPANSION PREMISES APPROXIMATELY 5,925 SQ. FT.

Made and entered into this 1st day of June, 1995, by and between CLARKSBURG MASONIC BUILDING, a West Virginia corporation, of 427 West Pike Street, Clarksburg, West Virginia (Lessor), and INDUSTRIAL DATA SYSTEMS, INC., 600 Century Plaza Drive, Building 140, Houston, Texas 77073-6016, (Lessee). WITNESSETH: That the Lessor and Lessee agree to the following: 1. The Lessor leases to Lessee and Lessee takes and hires from the Lessor, office space being approximately 180 square feet, situate on the fifth floor of the Masonic Temple Building located at 427 West Pike Street, Clarksburg, West Virginia, together with the right to ingress and egress through the front door and lobby and through the back door. 2. The term of the Lease shall commence June 1, 1995 at 12:01 a.m. and shall extend for a period of one year expiring at midnight May 31, 1996, and shall be automatically renewed for two additional consecutive one-year extended terms unless Lessee shall notify Lessor in writing of its election not to renew the Lease at least three calendar months prior to the end of the original term or any extended one-year term.

EXHIBIT "A-1" [EXPANSION PREMISES GRAPHIC OMITTED] CURRENT LEASE PREMISES APPROXIMATELY 12,230 SQ. FT. EXPANSION PREMISES APPROXIMATELY 5,925 SQ. FT.

Made and entered into this 1st day of June, 1995, by and between CLARKSBURG MASONIC BUILDING, a West Virginia corporation, of 427 West Pike Street, Clarksburg, West Virginia (Lessor), and INDUSTRIAL DATA SYSTEMS, INC., 600 Century Plaza Drive, Building 140, Houston, Texas 77073-6016, (Lessee). WITNESSETH: That the Lessor and Lessee agree to the following: 1. The Lessor leases to Lessee and Lessee takes and hires from the Lessor, office space being approximately 180 square feet, situate on the fifth floor of the Masonic Temple Building located at 427 West Pike Street, Clarksburg, West Virginia, together with the right to ingress and egress through the front door and lobby and through the back door. 2. The term of the Lease shall commence June 1, 1995 at 12:01 a.m. and shall extend for a period of one year expiring at midnight May 31, 1996, and shall be automatically renewed for two additional consecutive one-year extended terms unless Lessee shall notify Lessor in writing of its election not to renew the Lease at least three calendar months prior to the end of the original term or any extended one-year term. 3. Lessee shall pay the Lessor, at the latters previously mentioned address, rent in the amount of One Hundred Forty Four Dollars ($144.00) monthly on or before the first day of the month for which payment is made during the original term and any extended term provided for in Paragraph Two. 4. Lessee shall use the leased premises for office space and related functions and for no other purpose unless written approval of Lessor is first obtained. 5. The Lessor shall maintain the leased premises in good, safe, usable, tenable condition (except of Lessee's obligations, hereinafter specified), including the heating system, plumbing system, toilet facilities, air conditioning system, electrical system, entry ways and common facilities of the entire building as they include or affect the leased premises. 7. Lessee, may at its cost, paint and repair the leased premises, change and add lighting fixtures and facilities, install additional electric wiring and outlets, repair and replace floor coverings, and remove, rearrange or install new partitions between rooms in the leased premises. All leasehold improvements of the nature described in this paragraph shall become the property of the Lessor when this tenancy terminates. 8. Lessee may install such trade fixtures, equipment and appliances in the lease premises as it deems necessary or convenient at the beginning of the term or any extended term and from time to time during its tenancy, and may remove or replace them at will. These trade fixtures, equipment, and appliances shall remain the property of Lessee or the persons from which it may have leased them. Lessee shall refrain from permanent damage or substantial alteration of the building in such installation, use or removal. 9. If, during the term or any extended term of this Lease, the building is so injured by fire or other casualty not occurring through the Lessee's negligence that the leased premises are rendered wholly unfit for occupancy and said leased premises cannot be repaired within sixty (60) days of the happening of such injury, then this lease may be terminated by either party giving written notice of such intentions. In the event of a partial destruction by fire or other casualty that does not result in the leased premises becoming wholly untenable, Lessor agrees to proceed diligently with the necessary repairs of the damage and this Lease shall continue in force except that rentals shall

Made and entered into this 1st day of June, 1995, by and between CLARKSBURG MASONIC BUILDING, a West Virginia corporation, of 427 West Pike Street, Clarksburg, West Virginia (Lessor), and INDUSTRIAL DATA SYSTEMS, INC., 600 Century Plaza Drive, Building 140, Houston, Texas 77073-6016, (Lessee). WITNESSETH: That the Lessor and Lessee agree to the following: 1. The Lessor leases to Lessee and Lessee takes and hires from the Lessor, office space being approximately 180 square feet, situate on the fifth floor of the Masonic Temple Building located at 427 West Pike Street, Clarksburg, West Virginia, together with the right to ingress and egress through the front door and lobby and through the back door. 2. The term of the Lease shall commence June 1, 1995 at 12:01 a.m. and shall extend for a period of one year expiring at midnight May 31, 1996, and shall be automatically renewed for two additional consecutive one-year extended terms unless Lessee shall notify Lessor in writing of its election not to renew the Lease at least three calendar months prior to the end of the original term or any extended one-year term. 3. Lessee shall pay the Lessor, at the latters previously mentioned address, rent in the amount of One Hundred Forty Four Dollars ($144.00) monthly on or before the first day of the month for which payment is made during the original term and any extended term provided for in Paragraph Two. 4. Lessee shall use the leased premises for office space and related functions and for no other purpose unless written approval of Lessor is first obtained. 5. The Lessor shall maintain the leased premises in good, safe, usable, tenable condition (except of Lessee's obligations, hereinafter specified), including the heating system, plumbing system, toilet facilities, air conditioning system, electrical system, entry ways and common facilities of the entire building as they include or affect the leased premises. 7. Lessee, may at its cost, paint and repair the leased premises, change and add lighting fixtures and facilities, install additional electric wiring and outlets, repair and replace floor coverings, and remove, rearrange or install new partitions between rooms in the leased premises. All leasehold improvements of the nature described in this paragraph shall become the property of the Lessor when this tenancy terminates. 8. Lessee may install such trade fixtures, equipment and appliances in the lease premises as it deems necessary or convenient at the beginning of the term or any extended term and from time to time during its tenancy, and may remove or replace them at will. These trade fixtures, equipment, and appliances shall remain the property of Lessee or the persons from which it may have leased them. Lessee shall refrain from permanent damage or substantial alteration of the building in such installation, use or removal. 9. If, during the term or any extended term of this Lease, the building is so injured by fire or other casualty not occurring through the Lessee's negligence that the leased premises are rendered wholly unfit for occupancy and said leased premises cannot be repaired within sixty (60) days of the happening of such injury, then this lease may be terminated by either party giving written notice of such intentions. In the event of a partial destruction by fire or other casualty that does not result in the leased premises becoming wholly untenable, Lessor agrees to proceed diligently with the necessary repairs of the damage and this Lease shall continue in force except that rentals shall be equitably prorated during the period of such damage, based upon the degree of interference sustained by Lessee resulting from said fire and casualty. 10. The Lessor shall supply keys for all access doors to the leased premises and shall provide access to the leased premises at least between the hours of 7:00 a.m. and 11:00 p.m., seven days a week. Lessee may duplicate keys for use of its employees working in the leased premises and shall return all keys to Lessor at the end of the tenancy. 11. This Lease constitutes the entire agreement between the parties and shall not be modified or amended except in writing signed by both parties. 12. Any waiver or a provision of or a right given in the Lease shall be deemed a waiver for that occasion only and shall not be construed as a waiver of the provisions or right on any other occasion.

13. The provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. CLARKSBURG MASONIC BUILDING COMPANY By: INDUSTRIAL DATA SYSTEMS, INC.
By: /s/ WILLIAM A. COSKEY William A. Coskey

ADOPTION AGREEMENT #004 NONSTANDARDIZED CODE SECTION 401(K) PROFIT SHARING PLAN The undersigned, INDUSTRIAL DATA SYSTEMS, INC. ("Employer"), by executing this Adoption Agreement, elects to become a participating Employer in the Powell, Townsend & Associates, Inc. Defined Contribution Prototype Plan (basic plan, document #01) by adopting the accompanying Plan and Trust in full as if the Employer were a signatory to that Agreement. The Employer makes the following elections granted under the provisions of the Prototype Plan. ARTICLE I DEFINITIONS 1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (CHOOSE (a) OR (b)) [X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan. [ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (B) IF A CUSTODIAN EXECUTES THE ADOPTION AGREEMENT.] 1.03 PLAN. The name of the Plan as adopted by the Employer is INDUSTRIAL DATA SYSTEMS, INC. 401 (K) PROFIT SHARING PLAN. 1.07 EMPLOYEE. The following Employees are not eligible to participate in the Plan: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (g)) [ ] (a) No exclusions. [X] (b) Collective bargaining employees (as defined in Section 1.07 of the Plan). [NOTE: IF THE EMPLOYER EXCLUDES UNION EMPLOYEES FROM THE PLAN, THE EMPLOYER MUST BE ABLE TO PROVIDE EVIDENCE THAT RETIREMENT BENEFITS WERE THE SUBJECT OF GOOD FAITH BARGAINING.] [ ] (c) Nonresident aliens who do not receive any earned income (as defined in Code Section 911(d)(2)) from the Employer which constitutes United States source income (as defined in Code Section 861(a)(3)). [ ] (d) Commission Salesmen. [ ] (e) Any Employee compensated on a salaried basis. [ ] (f) Any Employee compensated on an hourly basis.

ADOPTION AGREEMENT #004 NONSTANDARDIZED CODE SECTION 401(K) PROFIT SHARING PLAN The undersigned, INDUSTRIAL DATA SYSTEMS, INC. ("Employer"), by executing this Adoption Agreement, elects to become a participating Employer in the Powell, Townsend & Associates, Inc. Defined Contribution Prototype Plan (basic plan, document #01) by adopting the accompanying Plan and Trust in full as if the Employer were a signatory to that Agreement. The Employer makes the following elections granted under the provisions of the Prototype Plan. ARTICLE I DEFINITIONS 1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (CHOOSE (a) OR (b)) [X] (a) A discretionary Trustee. See Section 10.03[A] of the Plan. [ ] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan. [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (B) IF A CUSTODIAN EXECUTES THE ADOPTION AGREEMENT.] 1.03 PLAN. The name of the Plan as adopted by the Employer is INDUSTRIAL DATA SYSTEMS, INC. 401 (K) PROFIT SHARING PLAN. 1.07 EMPLOYEE. The following Employees are not eligible to participate in the Plan: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (g)) [ ] (a) No exclusions. [X] (b) Collective bargaining employees (as defined in Section 1.07 of the Plan). [NOTE: IF THE EMPLOYER EXCLUDES UNION EMPLOYEES FROM THE PLAN, THE EMPLOYER MUST BE ABLE TO PROVIDE EVIDENCE THAT RETIREMENT BENEFITS WERE THE SUBJECT OF GOOD FAITH BARGAINING.] [ ] (c) Nonresident aliens who do not receive any earned income (as defined in Code Section 911(d)(2)) from the Employer which constitutes United States source income (as defined in Code Section 861(a)(3)). [ ] (d) Commission Salesmen. [ ] (e) Any Employee compensated on a salaried basis. [ ] (f) Any Employee compensated on an hourly basis. [ ] (g) (SPECIFY) _________________________________________________________. LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31 of the Plan, is: (CHOOSE (h) OR (i)) [X] (h) Not eligible to participate in the Plan. [ ] (i) Eligible to participate in the Plan, unless excluded by reason of an exclusion classification elected under this Adoption Agreement Section 1.07. 1

RELATED EMPLOYERS. If any of the Employer's related group (as defined in Section 1.30 of the Plan) executes a Participation Agreement, such member's Employees are eligible to participate in this Plan, unless excluded by reason of an exclusion classification elected under this Adoption

RELATED EMPLOYERS. If any of the Employer's related group (as defined in Section 1.30 of the Plan) executes a Participation Agreement, such member's Employees are eligible to participate in this Plan, unless excluded by reason of an exclusion classification elected under this Adoption Agreement Section 1.07. In addition: (CHOOSE (j) OR (k)) [X] (j) No other related group member's Employees are eligible to participate in the Plan. [ ] (k) The following nonparticipating related group member's Employees are eligible to participate in the Plan unless excluded by reason of an exclusion classification elected under this Adoption Agreement Section 1.07: _____________________________________________________________________ 1.12 COMPENSATION TREATMENT OF ELECTIVE CONTRIBUTIONS. (CHOOSE (a) OR (b)) [X] (a) "Compensation" includes elective contributions made by the Employer on the Employee's behalf. [ ] (b) "Compensation" does not include elective contributions. MODIFICATIONS TO COMPENSATION DEFINITION. (CHOOSE (c) OR AT LEAST ONE OF (d) THROUGH (j)) [X] (c) No modifications other than as elected under Options (a) or (b). [ ] (d) The Plan excludes Compensation in excess of $___________ . [ ] (e) In lieu of the definition in Section 1.12 of the Plan, Compensation means any earnings reportable as W-2 wages for Federal income tax withholding purposes, subject to any other election under this Adoption Agreement Section 1.12. [ ] (f) The Plan excludes bonuses. [ ] (g) The Plan excludes overtime. [ ] (h) The Plan excludes Commissions. [ ] (i) Compensation will not include Compensation from a related employer (as defined in Section 1.30 of the Plan) that has not executed a Participation Agreement in this Plan unless, pursuant to Adoption Agreement Section 1. 07, the Employees of that related employer are eligible to participate in this Plan. [ ] (j) (SPECIFY) _________________________________________________________ . If, for any Plan Year, the Plan uses permitted disparity in the contribution or allocation formula elected under Article III, any election of Options (f), (g), (h) or (j) is ineffective for such Plan Year with respect to any Nonhighly Compensated Employee. SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of any matching contribution formula under Article III means: (CHOOSE (k) OR (l) ONLY IF APPLICABLE) [X] (k) Compensation as defined in this Adoption Agreement Section 1.12. [ ] (l) (SPECIFY) ____________________________________________________________ 2

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary reduction agreement applies to his Compensation determined prior to the reduction authorized by that salary reduction

SPECIAL DEFINITION FOR SALARY REDUCTION CONTRIBUTIONS. An Employee's salary reduction agreement applies to his Compensation determined prior to the reduction authorized by that salary reduction agreement, with the following exceptions: (CHOOSE (m) OR AT LEAST ONE OF (n) OR (o), IF APPLICABLE) [X] (m) No exceptions. [ ] (n) If the Employee makes elective contributions to another plan maintained by the Employer, the Advisory Committee will determine the amount of the Employee's salary reduction contribution for the withholding period: (CHOOSE (1) OR (2)) [ ] (1) After the reduction for such period of elective contributions to the other plan(s). [ ] (2) Prior to the reduction for such period of elective contributions to the other plan(s). [ ] (o) (SPECIFY) __________________________________________________________ . 1.17 PLAN YEAR/LIMITATION YEAR. PLAN YEAR. Plan Year means: (CHOOSE (a) OR (b)) [X] (a) The 12 consecutive month period ending every DECEMBER 31. [ ] (b) (SPECIFY) __________________________________________________________ . LIMITATION YEAR. The Limitation Year is: (CHOOSE (c) OR (d)) [X] (c) The Plan Year. 2

[ ] (d) The 12 consecutive month period ending every _________ . 1.18 EFFECTIVE DATE. NEW PLAN. The "Effective Date" of the Plan is ____________________ . RESTATED PLAN. The restated Effective Date is JANUARY 1, 1996. This Plan is a substitution and amendment of an existing retirement plan(s) originally established JANUARY 1, 1993. [NOTE: SEE THE EFFECTIVE DATE ADDENDUM.] 1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (CHOOSE (a) OR (b)) [X] (a) The actual method. [ ] (b) The _____ equivalency method, except: [ ] (1) No exceptions. [ ] (2) The actual method applies for purposes of: (CHOOSE AT LEAST ONE) [ ] (i) Participation under Article II. [ ] (ii) Vesting under Article V. [ ] (iii) Accrual of benefits under Section 3.06. 3

[ ] (d) The 12 consecutive month period ending every _________ . 1.18 EFFECTIVE DATE. NEW PLAN. The "Effective Date" of the Plan is ____________________ . RESTATED PLAN. The restated Effective Date is JANUARY 1, 1996. This Plan is a substitution and amendment of an existing retirement plan(s) originally established JANUARY 1, 1993. [NOTE: SEE THE EFFECTIVE DATE ADDENDUM.] 1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (CHOOSE (a) OR (b)) [X] (a) The actual method. [ ] (b) The _____ equivalency method, except: [ ] (1) No exceptions. [ ] (2) The actual method applies for purposes of: (CHOOSE AT LEAST ONE) [ ] (i) Participation under Article II. [ ] (ii) Vesting under Article V. [ ] (iii) Accrual of benefits under Section 3.06. 3

[NOTE: ON THE BLANK LINE, INSERT "DAILY," "WEEKLY," "SEMI-MONTHLY PAYROLL PERIODS" OR "MONTHLY."] 1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor service the Plan must credit by reason of Section 1.29 of the Plan, the Plan credits Service with the following predecessor employer(s): N/A. Service with the designated predecessor employers(s) applies: (CHOOSE AT LEAST ONE OF (a) OR (b); (c) IS AVAILABLE ONLY IN ADDITION TO (a) OR (b)) [ ] (a) For purposes of participation under Article II. [ ] (b) For purposes of vesting under Article V. [ ] (c) Except the following Service: ________________________________________ [NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS PROVISION, INSERT "N/A" IN THE FIRST BLANK LINE. THE EMPLOYER MAY ATTACH A SCHEDULE TO THIS ADOPTION AGREEMENT, IN THE SAME FORMAT AS THIS SECTION 1.29, DESIGNATING ADDITIONAL PREDECESSOR EMPLOYERS AND THE APPLICABLE SERVICE CREDITING ELECTIONS.] 1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (CHOOSE (a) OR (b)) [ ] (a) The Advisory Committee will determine the Leased Employee's allocation of Employer contributions under Article III without taking into account the Leased Employee's allocation, if any, under the leasing organization's plan. [X] (b) The Advisory Committee will reduce a Leased Employee's allocation of Employer nonelective contributions (other than designated qualified nonelective contributions) under this Plan by the Leased Employee's

[NOTE: ON THE BLANK LINE, INSERT "DAILY," "WEEKLY," "SEMI-MONTHLY PAYROLL PERIODS" OR "MONTHLY."] 1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor service the Plan must credit by reason of Section 1.29 of the Plan, the Plan credits Service with the following predecessor employer(s): N/A. Service with the designated predecessor employers(s) applies: (CHOOSE AT LEAST ONE OF (a) OR (b); (c) IS AVAILABLE ONLY IN ADDITION TO (a) OR (b)) [ ] (a) For purposes of participation under Article II. [ ] (b) For purposes of vesting under Article V. [ ] (c) Except the following Service: ________________________________________ [NOTE: IF THE PLAN DOES NOT CREDIT ANY PREDECESSOR SERVICE UNDER THIS PROVISION, INSERT "N/A" IN THE FIRST BLANK LINE. THE EMPLOYER MAY ATTACH A SCHEDULE TO THIS ADOPTION AGREEMENT, IN THE SAME FORMAT AS THIS SECTION 1.29, DESIGNATING ADDITIONAL PREDECESSOR EMPLOYERS AND THE APPLICABLE SERVICE CREDITING ELECTIONS.] 1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and also participates in a plan maintained by the leasing organization: (CHOOSE (a) OR (b)) [ ] (a) The Advisory Committee will determine the Leased Employee's allocation of Employer contributions under Article III without taking into account the Leased Employee's allocation, if any, under the leasing organization's plan. [X] (b) The Advisory Committee will reduce a Leased Employee's allocation of Employer nonelective contributions (other than designated qualified nonelective contributions) under this Plan by the Leased Employee's allocation under the leasing organization's plan, but only to the extent that allocation is attributable to the Leased Employee's service provided to the Employer. The leasing organization's plan: [X] (1) Must be a money purchase plan which would satisfy the definition under Section 1.31 of a safe harbor plan, irrespective of whether the safe harbor exception applies. [ ] (2) Must satisfy the features and, if a defined benefit plan, the method of reduction described in an addendum to this Adoption Agreement, numbered 1.31. ARTICLE II EMPLOYEE PARTICIPANTS 2.01 ELIGIBILITY. ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must satisfy the following eligibility conditions: (CHOOSE (A) OR (B) OR BOTH; (C) IS OPTIONAL AS AN ADDITIONAL ELECTION) [X] (a) Attainment of age 21 (SPECIFY AGE, NOT EXCEEDING 21). [X] (b) Service requirement. (CHOOSE ONE OF (1) THROUGH (3)) [ ] (1) One Year of Service. [X] (2) 3 months (not exceeding 12) following the Employee's Employment Commencement Date. 4

[ ] (3) One Hour of Service. [ ] (c) Special requirements for non-401(k) portion of plan. (MAKE ELECTIONS UNDER (1) AND UNDER (2)) (1) The requirements of this Option (c) apply to participation in: (CHOOSE AT LEAST ONE OF (i) THROUGH (iii)) [ ] (i) The allocation of Employer nonelective contributions and Participant forfeitures. [ ] (ii) The allocation of Employer matching contributions (including forfeitures allocated as matching contributions). [ ] (iii) The allocation of Employer qualified nonelective contributions. (2) For participation in the allocations described in (1), the eligibility conditions are: (CHOOSE AT LEAST ONE OF (I) THROUGH (IV)) [ ] (i) _ (one or two) Year(s) of Service, without an intervening Break in Service (as described in Section 2.03 (A) of the Plan) if the requirement is two Years of Service. [ ] (ii) _ months (not exceeding 24) following the Employee's Employment Commencement Date. [ ] (iii) One Hour of Service. [ ] (iv) Attainment of age _ (SPECIFY AGE, NOT EXCEEDING 21). PLAN ENTRY DATE. "Plan Entry Date" and: (CHOOSE (d), (e) OR (f)) [ ] (d) Semi-annual Entry Dates. The first day of the Plan Year and the first day of the seventh month of the Plan Year. [ ] (e) The first day of the Plan Year. [X] (f) (SPECIFY ENTRY DATES) January 1, April 1, July 1 or October 1. TIME OF PARTICIPATION. An employee will become a Participant (and, if applicable, will participate in the allocations described in Option (c)(1)), unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on that date): (CHOOSE (g), (h) OR (i)) [X] (g) immediately following [ ] (h) immediately preceding [ ] (i) nearest the date the Employee completes the eligibility conditions described in Options (a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement Section 2.01 [NOTE: THE EMPLOYER MUST COORDINATE THE SELECTION OF (G), (H) OR (I) WITH THE "PLAN ENTRY DATE" SELECTION IN (D), (E) OR (F). UNLESS OTHERWISE EXCLUDED UNDER SECTION 1.07, THE EMPLOYEE MUST BECOME A PARTICIPANT BY THE EARLIER OF: (1) THE FIRST DAY OF THE PLAN YEAR BEGINNING AFTER THE DATE THE EMPLOYEE COMPLETES THE AGE AND SERVICE REQUIREMENTS OF CODE SECTION 410(A); OR (2) 6 MONTHS AFTER THE DATE THE EMPLOYEE COMPLETES THOSE REQUIREMENTS.] 5

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to: (CHOOSE (j) OR (k)) [X] (j) All Employees of the Employer, except: (CHOOSE (1) OR (2)) [X] (1) No exceptions. [ ] (2) Employees who are Participants in the Plan as of the Effective Date. [ ] (k) Solely to an Employee employed by the Employer after __________________. If the Employee was employed by the Employer on or before the specified date, the Employee will become a Participant: (CHOOSE (1), (2) OR (3)) [ ] (1) On the latest of the Effective Date, his Employment Commencement Date or the date he attains age _____ (not to exceed 21). [ ] (2) Under the eligibility conditions in effect under the Plan prior to the restated Effective Date. If the restated Plan required more than one Year of Service to participate, the eligibility condition under this Option (2) for participation in the Code (Section) 401(k) arrangement under this Plan is one Year of Service for Plan Years beginning after December 31, 1988. [FOR RESTATED PLANS ONLY] [ ] (3) (SPECIFY) ____________________________________________. 2.02 YEAR OF SERVICE -- PARTICIPATION. HOURS OF SERVICE. An Employee must complete: (CHOOSE (A) OR (B)) [ ] (a) 1,000 Hours of Service [ ] (b) ___ Hours of Service during an eligibility computation period to receive credit for a Year of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.] ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period described in Section 2.02 of the Plan, the Plan measures the eligibility computation period as: (CHOOSE (C) OR (D)) [ ] (c) The 12 consecutive month period beginning with each anniversary of an Employee's Employment Commencement Date. [X] (d) The Plan Year, beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date. 2.03 BREAK IN SERVICE -- PARTICIPATION. The Break in Service rule described in Section 2.02(B) of the Plan: (CHOOSE (A) OR (B)) [ ] (a) Does not apply to the Employer's Plan. [X] (b) Applies to the Employer's Plan. 2.06 ELECTION NOT TO PARTICIPATE: The Plan: (CHOOSE (A) OR (B)) [X] (a) Does not permit an eligible Employee or a Participant to elect not to participate. 6

[ ] (b) Does permit an eligible Employee or a Participant to elect not to participate in accordance with Section

DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to: (CHOOSE (j) OR (k)) [X] (j) All Employees of the Employer, except: (CHOOSE (1) OR (2)) [X] (1) No exceptions. [ ] (2) Employees who are Participants in the Plan as of the Effective Date. [ ] (k) Solely to an Employee employed by the Employer after __________________. If the Employee was employed by the Employer on or before the specified date, the Employee will become a Participant: (CHOOSE (1), (2) OR (3)) [ ] (1) On the latest of the Effective Date, his Employment Commencement Date or the date he attains age _____ (not to exceed 21). [ ] (2) Under the eligibility conditions in effect under the Plan prior to the restated Effective Date. If the restated Plan required more than one Year of Service to participate, the eligibility condition under this Option (2) for participation in the Code (Section) 401(k) arrangement under this Plan is one Year of Service for Plan Years beginning after December 31, 1988. [FOR RESTATED PLANS ONLY] [ ] (3) (SPECIFY) ____________________________________________. 2.02 YEAR OF SERVICE -- PARTICIPATION. HOURS OF SERVICE. An Employee must complete: (CHOOSE (A) OR (B)) [ ] (a) 1,000 Hours of Service [ ] (b) ___ Hours of Service during an eligibility computation period to receive credit for a Year of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.] ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation period described in Section 2.02 of the Plan, the Plan measures the eligibility computation period as: (CHOOSE (C) OR (D)) [ ] (c) The 12 consecutive month period beginning with each anniversary of an Employee's Employment Commencement Date. [X] (d) The Plan Year, beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date. 2.03 BREAK IN SERVICE -- PARTICIPATION. The Break in Service rule described in Section 2.02(B) of the Plan: (CHOOSE (A) OR (B)) [ ] (a) Does not apply to the Employer's Plan. [X] (b) Applies to the Employer's Plan. 2.06 ELECTION NOT TO PARTICIPATE: The Plan: (CHOOSE (A) OR (B)) [X] (a) Does not permit an eligible Employee or a Participant to elect not to participate. 6

[ ] (b) Does permit an eligible Employee or a Participant to elect not to participate in accordance with Section 2.06 and with the following rules:

[ ] (b) Does permit an eligible Employee or a Participant to elect not to participate in accordance with Section 2.06 and with the following rules:

(COMPLETE (1), (2), (3) AND (4)) (1) An election is effective for a Plan Year if filed no later than _____________________. (2) An election not to participate must be effective for at least Plan Year(s). (3) Following a re-election to participate, the Employee or Participant: [ ] (i) May not again elect not to participate for any subsequent Plan Year. [ ] (ii) May again elect not to participate, but not earlier than the ____ Plan Year following the Plan Year in which the re-election first was effective. (4) (SPECIFY) __________________________________________________________ [INSERT "N/A" IF NO OTHER RULES APPLY]. ARTICLE III EMPLOYER CONTRIBUTIONS AND FORFEITURES 3.01 AMOUNT. PART I. [OPTIONS (a) THROUGH (g)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The Employer's annual contribution to the Trust will equal the total amount of deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions, as determined under this Section 3.01. (CHOOSE ANY COMBINATION OF (a), (b), (c) AND (d), OR CHOOSE (e)) [X] (a) DEFERRED CONTRIBUTIONS (CODE (SECTION) 401(K) ARRANGEMENT). (CHOOSE (1) OR (2) OR BOTH) [X] (1) Salary reduction arrangement. The Employer must contribute the amount by which the Participants have reduced their Compensation for the Plan Year, pursuant to their salary reduction agreements on file with the Advisory Committee. A reference in the Plan to salary reduction contributions is a reference to these amounts. [ ] (2) Cash or deferred arrangement. The Employer will contribute on behalf of each Participant the portion of the Participant's proportionate share of the cash or deferred contribution which he has not elected to receive in cash. See Section 14.02 of the Plan. The Employer's cash or deferred contribution is the amount the Employer may from time to time deem advisable which the Employer designates as a cash or deferred contribution prior to making that contribution to the Trust. [X] (b) MATCHING CONTRIBUTIONS. The Employer will make matching contributions in accordance with the formula(s) elected in Part II of this Adoption Agreement Section 3.01. [X] (c) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS. The Employer, in its sole discretion, may contribute an amount which it designates as a qualified nonelective contribution. [X] (d) NONELECTIVE CONTRIBUTIONS. (CHOOSE ANY COMBINATION OF (1) THROUGH (4)) [X] (1) Discretionary contribution. The amount (or additional amount) the Employer may from time to time deem advisable. 7

[ ] (2) The amount (or additional amount) the Employer may from time to time deem advisable, separately determined for each of the following classifications of Participants: (CHOOSE (I) OR (II)) [ ] (i) Nonhighly Compensated Employees and Highly Compensated Employees. [ ] (ii) (SPECIFY CLASSIFICATIONS) ______________________. Under this Option (2), the Advisory Committee will allocate the amount contributed for each Participant classification in accordance with Part II of Adoption Agreement 3.04, as if the Participants in that classification were the only Participants in the Plan. [ ] (3) __% of the Compensation of all Participants under the Plan, determined for the Employer's taxable year for which it makes the contribution [NOTE: THE PERCENTAGE SELECTED MAY NOT EXCEED 15%.] [ ] (4) __% of Net Profits but not more than $ . [ ] (e) FROZEN PLAN. This Plan is a frozen Plan effective _______. The Employer will not contribute to the Plan with respect to any period following the stated date. NET PROFITS. The Employer: (CHOOSE (f) OR (g)) [X] (f) Need not have Net Profits to make its annual contribution under this Plan. [ ] (g) Must have current or accumulated Net Profits exceeding $ _______ to make the following contributions: (CHOOSE AT LEAST ONE) [ ] (1) Cash or deferred contributions described in Option (a)(2). [ ] (2) Matching contributions described in Option (b), except: __________. [ ] (3) Qualified nonelective contributions described in Option (c). [ ] (4) Nonelective contributions described in Option (d). The term "Net Profits" means the Employer's net income or profits for any taxable year determined by the Employer upon the basis of its books of account in accordance with generally accepted accounting practices consistently applied without any deductions for Federal and state taxes upon income or for contributions made by the Employer under this Plan or under any other employee benefit plan the Employer maintains. The term "Net Profits" specifically excludes ____________________________________________________________. [NOTE: ENTER "N/A" IF NO EXCLUSIONS APPLY.] If the Employer requires Net Profits for matching contributions and the Employer does not have sufficient Net Profits under Option (g), it will reduce the matching contribution under a fixed formula on a prorata basis for all Participants. A Participant's share of the reduced contribution will bear the same ratio as the matching contribution the Participant would have received if Net Profits were sufficient bears to the total matching contribution all Participants would have received if Net Profits were sufficient. If more than one member of a related group (as defined in Section 1.30) execute this Adoption Agreement, each participating member will determine Net Profits separately but will not apply this reduction unless, after combining the separately determined Net Profits, the aggregate Net Profits are insufficient to satisfy the matching contribution liability. "Net Profits" includes both current and accumulated Net Profits. 8

PART II. [OPTIONS (H) THROUGH (J)] MATCHING CONTRIBUTION FORMULA. [NOTE: IF THE

PART II. [OPTIONS (H) THROUGH (J)] MATCHING CONTRIBUTION FORMULA. [NOTE: IF THE EMPLOYER ELECTED OPTION (B), COMPLETE OPTIONS (H), (I) AND (J).] [X] (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's matching contribution is: (CHOOSE ANY COMBINATION OF (1), (2), (3), (4) AND

(5)) [X] (1) An amount equal to 50% of each Participant's eligible contributions for the Plan Year. [ ] (2) An amount equal to __% of each Participant's first tier of eligible contributions for the Plan Year, plus the following matching percentage(s) for the following subsequent tiers of eligible contributions for the Plan ______________________________. [X] (3) Discretionary formula. [X] (i) An amount (or additional amount) equal to a matching percentage the Employer from time to time may deem advisable of the Participant's eligible contributions for the Plan Year. [ ] (ii) An amount (or additional amount) equal to a matching percentage the Employer from time to time may deem advisable of each tier of the Participant's eligible contributions for the Plan Year. [ ] (4) An amount equal to the following percentage of each Participant's eligible contributions for the Plan Year, based on the Participant's Years of Service:
NUMBER OF YEARS OF SERVICE -----------------------------MATCHING PERCENTAGE -----------------------

The Advisory Committee will apply this formula by determining Years of Service as follows:__________________________________________________. [ ] (5) A Participant's matching contribution may not: (CHOOSE (i) OR

(ii)) [ ] (i) Exceed _____________________________________________. [ ] (ii) Be less than ______________________________________. RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30) contribute to this Plan, the related employers may elect different matching contribution formulas by attaching to the Adoption Agreement a separately completed copy of this Part II. NOTE: SEPARATE MATCHING CONTRIBUTION FORMULAS CREATE SEPARATE CURRENT BENEFIT STRUCTURES THAT MUST SATISFY THE MINIMUM PARTICIPATION TEST OF CODE SECTION 401(A)(26).] [X] (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of Option (j), the term "eligible contributions" means: (CHOOSE ANY COMBINATION OF (1) THROUGH (3)) [X] (1) salary reduction contributions

9

[ ] (2) Cash or deferred contributions (including any part of the Participant's proportionate share of the cash or deferred contribution which the Employer defers without the Participant's election). [ ] (3) Participant mandatory contributions, as designated in Adoption Agreement Section 4.01. See Section 14.04 of the Plan. [X] (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When determining a Participant's eligible contributions taken into account under the matching contributions formula(s), the following rules apply: (CHOOSE ANY COMBINATION OF (1) THROUGH (4)) [ ] (1) The Advisory Committee will take into account all eligible contributions credited for the Plan Year. [X] (2) The Advisory Committee will disregard eligible contributions exceeding 6% of compensation. [ ] (3) The Advisory Committee will treat as the first tier of eligible contributions, an amount not exceeding:_____________________________ . The subsequent tiers of eligible contributions are: ___ . [ ] (4) (SPECIFY)_______________________________________________________ . PART III. [OPTIONS (K) AND (L)]. SPECIAL RULES FOR CODE SECTION 401(K) ARRANGEMENT. (CHOOSE (K) OR (L), OR BOTH, AS APPLICABLE) [X] (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions apply to an Employee's salary reduction agreement: (MAKE A SELECTION UNDER (1), (2), (3) AND (4)) (1) Limitation on amount. The Employee's salary reduction contributions:

(CHOOSE (i) OR AT LEAST ONE OF (ii) OR (iii)) [ ] (i) No maximum limitation other than as provided in the Plan. [X] (ii) May not exceed 15% of Compensation for the Plan Year, subject to the annual additions limitation described in Part 2 of Article III and the 402(g) limitation described in Section 14.07 of the Plan. [ ] (iii) Based on percentages of Compensation must equal at least ___________________________________________ . (2) An Employee may revoke, on a prospective basis, a salary reduction agreement: (CHOOSE (I), (II), (III) OR (IV)) [ ] (i) Once during any Plan Year but not later than ____________________ of the Plan Year. [ ] (ii) As of any Plan Entry Date. [ ] (iii) As of the first day of any month. [X] (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR) any day of the plan year. 10

[ ] (2) Cash or deferred contributions (including any part of the Participant's proportionate share of the cash or deferred contribution which the Employer defers without the Participant's election). [ ] (3) Participant mandatory contributions, as designated in Adoption Agreement Section 4.01. See Section 14.04 of the Plan. [X] (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When determining a Participant's eligible contributions taken into account under the matching contributions formula(s), the following rules apply: (CHOOSE ANY COMBINATION OF (1) THROUGH (4)) [ ] (1) The Advisory Committee will take into account all eligible contributions credited for the Plan Year. [X] (2) The Advisory Committee will disregard eligible contributions exceeding 6% of compensation. [ ] (3) The Advisory Committee will treat as the first tier of eligible contributions, an amount not exceeding:_____________________________ . The subsequent tiers of eligible contributions are: ___ . [ ] (4) (SPECIFY)_______________________________________________________ . PART III. [OPTIONS (K) AND (L)]. SPECIAL RULES FOR CODE SECTION 401(K) ARRANGEMENT. (CHOOSE (K) OR (L), OR BOTH, AS APPLICABLE) [X] (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions apply to an Employee's salary reduction agreement: (MAKE A SELECTION UNDER (1), (2), (3) AND (4)) (1) Limitation on amount. The Employee's salary reduction contributions:

(CHOOSE (i) OR AT LEAST ONE OF (ii) OR (iii)) [ ] (i) No maximum limitation other than as provided in the Plan. [X] (ii) May not exceed 15% of Compensation for the Plan Year, subject to the annual additions limitation described in Part 2 of Article III and the 402(g) limitation described in Section 14.07 of the Plan. [ ] (iii) Based on percentages of Compensation must equal at least ___________________________________________ . (2) An Employee may revoke, on a prospective basis, a salary reduction agreement: (CHOOSE (I), (II), (III) OR (IV)) [ ] (i) Once during any Plan Year but not later than ____________________ of the Plan Year. [ ] (ii) As of any Plan Entry Date. [ ] (iii) As of the first day of any month. [X] (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR) any day of the plan year. 10

(3) An Employee who revokes his salary reduction agreement may file a new salary reduction agreement with an effective (CHOOSE (I), (II), (III) OR

(3) An Employee who revokes his salary reduction agreement may file a new salary reduction agreement with an effective (CHOOSE (I), (II), (III) OR (IV) [ ] (i) No earlier than the first day of the next Plan Year. [X] (ii) As of any subsequent Plan Entry Date. [ ] (iii) As of the first day of any month subsequent to the month in which he revoked an Agreement. [X] (iv) (SPECIFY, BUT MUST BE AT LEAST ONCE PER PLAN YEAR FOLLOWING THE PLAN YEAR OF REVOCATION) _____________________________________ (4) A Participant may increase or may decrease, on a prospective basis, his salary reduction percentage or dollar amount: (CHOOSE (I), (II), (III) OR (IV)) [ ] (i) As of the beginning of each payroll period. [ ] (ii) As of the first day of each month. [X] (iii) As of any Plan Entry Date. [ ] (iv) (SPECIFY, BUT MUST PERMIT AN INCREASE OR A DECREASE AT LEAST ONCE PER PLAN YEAR)_______________________________________________ [ ] (1) CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the Employer makes a designated cash or deferred contribution, a Participant may elect to receive directly in cash not more than the following portion (or, if less the 402(g) limitation described in Section 14.07 of the Plan) of his proportionate share of that cash or deferred contribution: (CHOOSE (1) OR (2)) [ ] All or any portion. [ ] (2) ______________________________%. 3.04 CONTRIBUTION ALLOCATION. The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04. PART I. [OPTIONS (a) THROUGH (d)]. SPECIAL ACCOUNTING ELECTIONS. (CHOOSE WHICHEVER ELECTIONS ARE APPLICABLE TO THE EMPLOYER'S PLAN) [X] (a) MATCHING CONTRIBUTIONS ACCOUNT. The Advisory Committee will allocate matching contributions to a Participant's: (CHOOSE (1) OR (2); (3) IS AVAILABLE ONLY IN ADDITION TO (1)) [X] (1) Regular Matching Contributions Account. [ ] (2) Qualified Matching Contributions Account. [ ] (3) Except, matching contributions under Options(s) ___ of Adoption Agreement Section 3.01 are allocable to the Qualified Matching Contributions Account. [X] (b) SPECIAL ALLOCATION DATES FOR SALARY REDUCTION CONTRIBUTIONS. The Advisory Committee will allocate reduction contributions as of the Accounting Date and as of the following

additional allocation dates: EACH PAYROLL DATE. 11

[X] (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory Committee will allocate matching contributions as of the Accounting Date and as of the following additional allocation dates: EACH PAYROLL DATE. [X] (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS -- DEFINITION OF PARTICIPANT. For purposes of allocating the designated qualified nonelective contribution, "Participant" means: (CHOOSE (1), (2) OR (3)) [ ] (1) All Participants. [X] (2) Participants who are Nonhighly Compensated Employees for the Plan Year. [ ] (3) (SPECIFY) __________________________________. PART II. METHOD OF ALLOCATION -- NONELECTIVE CONTRIBUTION. Subject to any restoration allocation required under Section 5.04, the Advisory Committee will allocate and credit each annual nonelective contribution (and Participant forfeitures treated as nonelective contributions) to the Employer Contributions Account of each Participant who satisfied the conditions of Section 3.06, in accordance with the allocation method selected under this Section 3.04. If the Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of Compensation allocated to all Participants, "Compensation" does not include any exclusions elected under Adoption Agreement Section 1.12 (other than the exclusion of elective contributions), and the Advisory Committee must take into account the Participant's Compensation for the entire Plan Year. (CHOOSE AN ALLOCATION METHOD UNDER (E), (F), (G) OR (H); (I) IS MANDATORY IF THE EMPLOYER ELECTS (F), (G) OR (H); (J) IS OPTIONAL IN ADDITION TO ANY OTHER ELECTION.) [X] (e) NONINTEGRATED ALLOCATION FORMULA. (CHOOSE (1) OR (2)) [X] (1) The Advisory Committee will allocate the annual nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. [ ] (2) The Advisory Committee will allocate the annual nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. For purposes of this Option (2), "Participant" means, in addition to a Participant who satisfied the requirements of Section 3.06 for the Plan Year, any other Participant entitled to a top heavy minimum allocation under Section 3.04(B), but such Participant's allocation will not exceed 3% of his Compensation for the Plan Year. [ ] (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA -- MAXIMUM DISPARITY. First, the Advisory Committee will allocate the annual Employer nonelective contributions in the same ratio that each Participant's Compensation plus Excess Compensation for the Plan Year bears to the total Compensation plus Excess Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Compensation plus Excess Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following Option (i). The Advisory Committee then will allocate any remaining contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. 12

[ ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory

[X] (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The Advisory Committee will allocate matching contributions as of the Accounting Date and as of the following additional allocation dates: EACH PAYROLL DATE. [X] (d) DESIGNATED QUALIFIED NONELECTIVE CONTRIBUTIONS -- DEFINITION OF PARTICIPANT. For purposes of allocating the designated qualified nonelective contribution, "Participant" means: (CHOOSE (1), (2) OR (3)) [ ] (1) All Participants. [X] (2) Participants who are Nonhighly Compensated Employees for the Plan Year. [ ] (3) (SPECIFY) __________________________________. PART II. METHOD OF ALLOCATION -- NONELECTIVE CONTRIBUTION. Subject to any restoration allocation required under Section 5.04, the Advisory Committee will allocate and credit each annual nonelective contribution (and Participant forfeitures treated as nonelective contributions) to the Employer Contributions Account of each Participant who satisfied the conditions of Section 3.06, in accordance with the allocation method selected under this Section 3.04. If the Employer elects Option (e)(2), Option (g)(2) or Option (h), for the first 3% of Compensation allocated to all Participants, "Compensation" does not include any exclusions elected under Adoption Agreement Section 1.12 (other than the exclusion of elective contributions), and the Advisory Committee must take into account the Participant's Compensation for the entire Plan Year. (CHOOSE AN ALLOCATION METHOD UNDER (E), (F), (G) OR (H); (I) IS MANDATORY IF THE EMPLOYER ELECTS (F), (G) OR (H); (J) IS OPTIONAL IN ADDITION TO ANY OTHER ELECTION.) [X] (e) NONINTEGRATED ALLOCATION FORMULA. (CHOOSE (1) OR (2)) [X] (1) The Advisory Committee will allocate the annual nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. [ ] (2) The Advisory Committee will allocate the annual nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. For purposes of this Option (2), "Participant" means, in addition to a Participant who satisfied the requirements of Section 3.06 for the Plan Year, any other Participant entitled to a top heavy minimum allocation under Section 3.04(B), but such Participant's allocation will not exceed 3% of his Compensation for the Plan Year. [ ] (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA -- MAXIMUM DISPARITY. First, the Advisory Committee will allocate the annual Employer nonelective contributions in the same ratio that each Participant's Compensation plus Excess Compensation for the Plan Year bears to the total Compensation plus Excess Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Compensation plus Excess Compensation, must not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following Option (i). The Advisory Committee then will allocate any remaining contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. 12

[ ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory Committee will allocate the annual Employer nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Compensation may not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following Option (i).

[ ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory Committee will allocate the annual Employer nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Compensation may not exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum Disparity Table following Option (i). Solely for purposes of the allocation in this first paragraph, "Participant" means, in addition to a Participant who satisfies the requirements of Section 3.06 for the Plan Year: (CHOOSE (1) OR (2)) [ ] (1) No other Participant. [ ] (2) Any other Participant entitled to a top heavy minimum allocation under Section 3.04(B), but such Participant's allocation under this Option (g) will not exceed 3% of his Compensation for the Plan Year. As a second tier allocation, the Advisory Committee will allocate the nonelective contributions in the same ratio that each Participant's Excess Compensation for the Plan Year bears to the total Excess Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Excess Compensation, may not exceed the allocation percentage in the first paragraph. Finally, the Advisory Committee will allocate any remaining nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. [ ] (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory Committee will allocate the annual Employer nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year, but not exceeding 3% of each Participant's Compensation. Solely for purposes of this first tier allocation, a "Participant" means, in addition to any Participant who satisfies the requirements of Section 3.06 for the Plan Year, any other Participant entitled to a top heavy minimum allocation under Section 3.04(B) of the Plan. As a second tier allocation, the Advisory Committee will allocate the nonelective contributions in the same ratio that each Participant's Excess Compensation for the Plan Year bears to the total Excess Compensation of all Participants for the Plan Year, but not exceeding 3% of each Participant's Excess Compensation. As a third tier allocation, the Advisory Committee will allocate the annual Employer contributions in the same ratio that each Participant's Compensation plus Excess Compensation for the Plan Year bears to the total Compensation plus Excess Compensation of all Participants for the Plan Year. The allocation under this paragraph, as a percentage of each Participant's Compensation plus Excess Compensation, must not exceed the applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum Disparity Table following Option (i). The Advisory Committee then will allocate any remaining nonelective contributions in the same ratio that each Participant's Compensation for the Plan Year bears to the total Compensation of all Participants for the Plan Year. 13

[ ] (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess Compensation" means Compensation in excess of the following Integration Level: (CHOOSE (1) OR (2)) [ ] (1) __% (not exceeding 100%) of the taxable wage base, as determined under Section 230 of the Social Security Act, in effect on the first day of the Plan Year: (CHOOSE ANY COMBINATION OF (i) AND (ii) OR CHOOSE (iii)) [ ] (i) Rounded to _____________________________________________ (but not exceeding the taxable wage base). [ ] (ii) But not greater than $_____.

[ ] (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess Compensation" means Compensation in excess of the following Integration Level: (CHOOSE (1) OR (2)) [ ] (1) __% (not exceeding 100%) of the taxable wage base, as determined under Section 230 of the Social Security Act, in effect on the first day of the Plan Year: (CHOOSE ANY COMBINATION OF (i) AND (ii) OR CHOOSE (iii)) [ ] (i) Rounded to _____________________________________________ (but not exceeding the taxable wage base). [ ] (ii) But not greater than $_____. [ ] (iii) Without any further adjustment or limitation. [ ] (2) $_________ [NOTE: NOT EXCEEDING THE TAXABLE WAGE BASE FOR THE PLAN YEAR IN WHICH THIS ADOPTION AGREEMENT FIRST IS EFFECTIVE.] MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the applicable percentage is:
INTEGRATION LEVEL (AS APPLICABLE PERCENTAGES FOR APPLICABLE PERCENTAGES PERCENTAGE OF TAXABLE WAGE BASE) OPTION (F) OR OPTION (G) FOR OPTION (H) - ------------------------------------ -------------------------- -----------------------100% 5.7% 2.7% More than 80% but less than 100% 5.4% 2.4% More than 20% (but not less than $10,001) and not more than 80% 4.3% 1.3% 20% (or $10,000, if greater) or less 5.7% 2.7%

[ ] (j) ALLOCATION OFFSET. The Advisory Committee will reduce a Participant's allocation otherwise made under Part II of this Section 3.04 by the Participant's allocation under the following qualified plan(s) maintained by the Employer: _______________________________ . The Advisory Committee will determine this allocation reduction: (CHOOSE (1) OR (2)) 11

[ ] (1) By treating the term "nonelective contribution" as including all amounts paid or accrued by the Employer during the Plan Year to the qualified plan(s) referenced under this Option (j). If a Participant under this Plan also participates in that other plan, the Advisory Committee will treat the amount the Employer contributes for or during a Plan Year on behalf of a particular Participant under such other plan as an amount allocated under this Plan to that Participant's Account for that Plan Year. The Advisory Committee will make the computation of allocation required under the immediately preceding sentence before making any allocation of nonelective contributions under this Section 3.04. [ ] (2) In accordance with the formula provided in an addendum to this Adoption Agreement, numbered 3.04(j). 14

TOP HEAVY MINIMUM ALLOCATION -- METHOD OF COMPLIANCE. If a Participant's allocation under this Section 3.04 is less than the top heavy minimum allocation to which he is entitled under Section 3.04 (B): CHOOSE (K) OR (L)) [X] (k) The Employer will make any necessary additional contribution to the Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan.

[ ] (1) By treating the term "nonelective contribution" as including all amounts paid or accrued by the Employer during the Plan Year to the qualified plan(s) referenced under this Option (j). If a Participant under this Plan also participates in that other plan, the Advisory Committee will treat the amount the Employer contributes for or during a Plan Year on behalf of a particular Participant under such other plan as an amount allocated under this Plan to that Participant's Account for that Plan Year. The Advisory Committee will make the computation of allocation required under the immediately preceding sentence before making any allocation of nonelective contributions under this Section 3.04. [ ] (2) In accordance with the formula provided in an addendum to this Adoption Agreement, numbered 3.04(j). 14

TOP HEAVY MINIMUM ALLOCATION -- METHOD OF COMPLIANCE. If a Participant's allocation under this Section 3.04 is less than the top heavy minimum allocation to which he is entitled under Section 3.04 (B): CHOOSE (K) OR (L)) [X] (k) The Employer will make any necessary additional contribution to the Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan. [ ] (l) The Employer will satisfy the top heavy minimum allocation under the following plan(s) it maintains:__________________________________________ . However, the Employer will make any necessary additional contribution to satisfy the top heavy minimum allocation for an Employee covered only under this Plan and not under the other plan(s) designated in this Option (l). See Section 3.04(B)(7)(b) of the Plan. If the Employer maintains another plan, the Employer may provide in an addendum to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan necessary to satisfy the top heavy requirements under Code Section 416. RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30) contribute to this Plan, the Advisory Committee must allocate all Employer nonelective contributions (and forfeitures treated as nonelective contributions) to each Participant in the Plan, in accordance with the elections in this Adoption Agreement Section 3.04: (CHOOSE (M) OR (N)) [X] (m) Without regard to which contributing related group member employs the Participant. [ ] (n) Only to the Participants directly employed by the contributing Employer. If a Participant receives Compensation from more than one contributing Employer, the Advisory Committee will determine the allocations under this Adoption Agreement Section 3.04 by prorating among the participating Employers the Participant's Compensation and, if applicable, the Participant's Integration Level under Option (i). 3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (CHOOSE (a) OR (b); (c) AND (d) ARE OPTIONAL IN ADDITION TO (a) OR (b)) [X] (a) As an Employer nonelective contribution for the Plan Year in which the forfeiture occurs, as if the Participant forfeiture were an additional nonelective contribution for that Plan Year. [ ] (b) To reduce the Employer matching contributions and nonelective contributions for the Plan Year: (CHOOSE (1) OR (2)) [ ] (1) in which the forfeiture occurs. [ ] (2) immediately following the Plan Year in which the forfeiture occurs. [X] (c) To the extent attributable to matching contributions: (CHOOSE (1), (2) OR (3))

TOP HEAVY MINIMUM ALLOCATION -- METHOD OF COMPLIANCE. If a Participant's allocation under this Section 3.04 is less than the top heavy minimum allocation to which he is entitled under Section 3.04 (B): CHOOSE (K) OR (L)) [X] (k) The Employer will make any necessary additional contribution to the Participant's Account, as described in Section 3.04(B)(7)(a) of the Plan. [ ] (l) The Employer will satisfy the top heavy minimum allocation under the following plan(s) it maintains:__________________________________________ . However, the Employer will make any necessary additional contribution to satisfy the top heavy minimum allocation for an Employee covered only under this Plan and not under the other plan(s) designated in this Option (l). See Section 3.04(B)(7)(b) of the Plan. If the Employer maintains another plan, the Employer may provide in an addendum to this Adoption Agreement, numbered Section 3.04, any modifications to the Plan necessary to satisfy the top heavy requirements under Code Section 416. RELATED EMPLOYERS. If two or more related employers (as defined in Section 1.30) contribute to this Plan, the Advisory Committee must allocate all Employer nonelective contributions (and forfeitures treated as nonelective contributions) to each Participant in the Plan, in accordance with the elections in this Adoption Agreement Section 3.04: (CHOOSE (M) OR (N)) [X] (m) Without regard to which contributing related group member employs the Participant. [ ] (n) Only to the Participants directly employed by the contributing Employer. If a Participant receives Compensation from more than one contributing Employer, the Advisory Committee will determine the allocations under this Adoption Agreement Section 3.04 by prorating among the participating Employers the Participant's Compensation and, if applicable, the Participant's Integration Level under Option (i). 3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (CHOOSE (a) OR (b); (c) AND (d) ARE OPTIONAL IN ADDITION TO (a) OR (b)) [X] (a) As an Employer nonelective contribution for the Plan Year in which the forfeiture occurs, as if the Participant forfeiture were an additional nonelective contribution for that Plan Year. [ ] (b) To reduce the Employer matching contributions and nonelective contributions for the Plan Year: (CHOOSE (1) OR (2)) [ ] (1) in which the forfeiture occurs. [ ] (2) immediately following the Plan Year in which the forfeiture occurs. [X] (c) To the extent attributable to matching contributions: (CHOOSE (1), (2) OR (3)) [ ] (1) In the manner elected under Options (a) or (b). [X] (2) First to reduce Employer matching contributions for the Plan Year: (CHOOSE (i) OR (ii)) [X] (i) in which the forfeiture occurs, 15

[ ] (ii) immediately following the Plan Year in which the forfeiture occurs, then as elected in Options (a) or (b). [ ] (3) As a discretionary matching contribution for the Plan Year in which the forfeiture occurs, in lieu of the manner elected under Options (a) or (b).

[ ] (ii) immediately following the Plan Year in which the forfeiture occurs, then as elected in Options (a) or (b). [ ] (3) As a discretionary matching contribution for the Plan Year in which the forfeiture occurs, in lieu of the manner elected under Options (a) or (b). [ ] (d) First to reduce the Plan's ordinary and necessary administrative expenses for the Plan Year and then will advocate any remaining forfeitures in the manner described in Options (a), (b) or (c), whichever applies. If the Employer elects Option (c), the forfeitures used to reduce Plan expenses: (CHOOSE (1) OR (2)) [ ] (1) relate proportionately to forfeitures described in Option (c) and to forfeitures described in Options (a) or (b). [ ] (2) relate first to forfeitures described in Options ____. ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Advisory Committee will allocate any forfeited excess aggregate contributions (as described in Section 14.09): (CHOOSE (E), (F) OR (G)) [ ] (e) To reduce Employer matching contributions for the Plan Year: (CHOOSE (1) OR (2)) [ ] (1) in which the forfeiture occurs. [ ] (2) immediately following the Plan Year in which the forfeitures occurs. [ ] (f) As Employer discretionary matching contributions for the Plan Year in which forfeited, except the Advisory Committee will not allocate these forfeitures to the Highly Compensated Employees who incurred the forfeitures. [X] (g) In accordance with Options (a) through (d), whichever applies, except the Advisory Committee will not allocate these forfeitures under Option (a) or under Option (c)(3) to the Highly Compensated Employees who incurred the forfeitures. 3.06 ACCRUAL OF BENEFIT. COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first becomes a Participant, the Advisory Committee will determine the allocation of any cash or deferred contribution, designated qualified nonelective contribution or nonelective contribution by taking into account: (CHOOSE (A) OR (B)) [X] (a) The Employee's Compensation for the entire Plan Year. [ ] (b) The Employee's Compensation for the portion of the Plan Year in which the Employee actually is a Participant in the Plan. 16

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of Section 3.06(E) of the Plan, to receive an allocation of cash or deferred contributions, matching contributions, designated qualified nonelective contributions, nonelective contributions and Participant forefeitures, if any, for the Plan Year, a Participant must satisfy the conditions described in the following elections: (CHOOSE (C) OR AT LEAST ONE OF (D) THROUGH (F)) [ ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on the last day of the Plan Year, the Participant must complete at least one Hour of Service for that Plan Year. If the Participant is not employed by the Employer on the last day of the Plan Year, the Participant must complete at least 501 Hours of Service during the Plan Year. [X] (d) HOURS OF SERVICE CONDITIONS. The Participant must complete the following minimum number

ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of Section 3.06(E) of the Plan, to receive an allocation of cash or deferred contributions, matching contributions, designated qualified nonelective contributions, nonelective contributions and Participant forefeitures, if any, for the Plan Year, a Participant must satisfy the conditions described in the following elections: (CHOOSE (C) OR AT LEAST ONE OF (D) THROUGH (F)) [ ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on the last day of the Plan Year, the Participant must complete at least one Hour of Service for that Plan Year. If the Participant is not employed by the Employer on the last day of the Plan Year, the Participant must complete at least 501 Hours of Service during the Plan Year. [X] (d) HOURS OF SERVICE CONDITIONS. The Participant must complete the following minimum number of Hours of Service during the Plan Year: (CHOOSE AT LEAST ONE OF (1) THROUGH (5)) [X] (1) 1,000 Hours of Service. [ ] (2) (SPECIFY, BUT THE NUMBER OF HOURS OF SERVICE THAT MAY NOT EXCEED 1,000) ___________________________________________________________________. [X] (3) No Hour of Service requirement if the Participant terminates employment during the Plan Year on account of: (CHOOSE (I), (II) OR

(III)) [X] (i) Death. [X] (ii) Disability. [X] (iii) Attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. [ ] (4) _ Hours of Service (not exceeding 1,000) if the Participant terminates employment with the Employer during the Plan Year, subject to any election in Option (3). [ ] (5) No Hour of Service requirement for an allocation of the following contributions:_____________________________________________ [X] (e) EMPLOYMENT CONDITIONS. The Participant must be employed by the Employer on the last day of the Plan Year, irrespective of whether he satisfies any Hours of Service condition under Option (d), with the following exceptions: (CHOOSE (1) OR AT LEAST ONE OF (2) THROUGH (5)) [ ] (1) No exceptions. [ ] (2) Termination of employment because of death. [ ] (3) Termination of employment because of disability. [ ] (4) Termination of employment following attainment of Normal Retirement Age. [ ] (5) No employment condition for the following contributions:_________ ___________________________________________________________________. [ ] (f) (SPECIFY OTHER CONDITIONS, IF APPLICABLE, IF APPLICABLE): ___________. 17

SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of Section 3.06(E) of the Plan: (CHOOSE (g), (h) OR (i)) [X] (g) Applies to the Employer's Plan. [ ] (h) Does not apply to the Employer's Plan. [ ] (i) Applies in modified form to the Employer's Plan, as described in an addendum to this Adoption Agreement, numbered Section 3.06(E). SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates matching contributions on two or more allocation dates for a Plan Year, the Advisory Committee, unless otherwise specified in Option (l), will apply any Hours of Service condition by dividing the required Hours of Service on a prorata basis to the allocation periods included in that Plan Year. Furthermore, a Participant who satisfies the conditions described in this Adoption Agreement Section 3.06 will receive an allocation of matching contributions (and forfeitures treated as matching contributions) only if the Participant satisfies the following additional condition(s): (CHOOSE (j) OR AT LEAST ONE OF (k) OR (l)) [ ] (j) No additional conditions. [ ] (k) The Participant is not a Highly Compensated Employee for the Plan Year. This Option (k) applies to: (CHOOSE (1) OR (2)) [ ] (1) All matching contributions. [ ] (2) Matching contributions described in Option(s) __________________ of Adoption Agreement Section 3.01. [X] (l) (SPECIFY) ACCRUAL CONDITIONS UNDER 3.06(D) AND 3.06(E) DO NOT APPLY. 3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 apply, the Excess Amount attributed to this Plan equals: (CHOOSE (A), (B) OR (C)) [ ] (a) The product of: (i) the total Excess Amount allocated as of such date (including any amount which the Advisory Committee would have allocated but for the limitations of Code Section 415), times (ii) the ratio of (1) the amount allocated to the Participant as of such date under this Plan divided by (2) the total amount allocated as of such date under all qualified defined contribution plans (determined without regard to the limitations of Code Section 415). [ ] (b) The total Excess Amount. [X] (c) None of the Excess Amount. 3.18 DEFINED BENEFIT PLAN LIMITATION. APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan: (CHOOSE (a) OR (b)) [X] (a) Does not apply to the Employer's Plan because the Employer does not maintain and never has maintained a defined benefit plan covering any Participant in this Plan. 18

[ ] (b) Applies to the Employer's Plan. To the extent necessary to satisfy the limitation under Section 3.18, the Employer will reduce: (CHOOSE (1) OR

(2)) [ ] (1) The Participant's projected annual benefit under the defined benefit plan under which the Participant participates. [ ] (2) Its contribution or allocation on behalf of the Participant to the defined contribution plan under which the Participant participates and then, if necessary, the Participant's projected annual benefit under the defined benefit plan under which the Participant particpates. [NOTE: IF THE EMPLOYER SELECTS (a), THE REMAINING OPTIONS IN THIS SECTION 3.18 DO NOT APPLY TO THE EMPLOYER'S PLAN.] COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan with the following modifications: (CHOOSE (c) OR AT LEAST ONE OF (d) OR (e)) [ ] (c) No modifications. [ ] (d) For Non-Key Employees participating only in this Plan, the top heavy minimum allocation is the minimum allocation described in Section 3.04(B) determined by substituting __% (not less than 4%) for "3%," except:

(CHOOSE (i) OR (ii)) [ ] (i) No exceptions. [ ] (ii) Plan Years in which the top heavy ratio exceeds 90%. [ ] (e) For Non-Key Employees also participating in the defined benefit plan, the top heavy minimum is: (CHOOSE (1) OR (2)) [ ] (1) 5% of Compensation (as determined under Section 3.04(B) or the Plan) irrespective of the contribution rate of any Key Employee, except: (CHOOSE (i) OR (ii)) [ ] (i) No exceptions. [ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio does not exceed 90%. [ ] (2) 0%. [NOTE: THE EMPLOYER MAY NOT SELECT THIS OPTION (2) UNLESS THE DEFINED BENEFIT PLAN SATISFIES THE TOP HEAVY MINIMUM BENEFIT REQUIREMENTS OF CODE SECTION 416 FOR THESE NON-KEY EMPLOYEES.] ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy ratio, the Advisory Committee will use the following interest rate and mortality assumptions to value accrued benefits under a defined benefit plan:_____________ If the elections under this Section 3.18 are not appropriate to satisfy the limitations of Section 3.18, or the top heavy requirements under Code Section 416, the Employer must provide the appropriate provisions in an addendum to this Adoption Agreement. 19

[ ] (b) Applies to the Employer's Plan. To the extent necessary to satisfy the limitation under Section 3.18, the Employer will reduce: (CHOOSE (1) OR

(2)) [ ] (1) The Participant's projected annual benefit under the defined benefit plan under which the Participant participates. [ ] (2) Its contribution or allocation on behalf of the Participant to the defined contribution plan under which the Participant participates and then, if necessary, the Participant's projected annual benefit under the defined benefit plan under which the Participant particpates. [NOTE: IF THE EMPLOYER SELECTS (a), THE REMAINING OPTIONS IN THIS SECTION 3.18 DO NOT APPLY TO THE EMPLOYER'S PLAN.] COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Advisory Committee will apply the top heavy minimum allocation provisions of Section 3.04(B) of the Plan with the following modifications: (CHOOSE (c) OR AT LEAST ONE OF (d) OR (e)) [ ] (c) No modifications. [ ] (d) For Non-Key Employees participating only in this Plan, the top heavy minimum allocation is the minimum allocation described in Section 3.04(B) determined by substituting __% (not less than 4%) for "3%," except:

(CHOOSE (i) OR (ii)) [ ] (i) No exceptions. [ ] (ii) Plan Years in which the top heavy ratio exceeds 90%. [ ] (e) For Non-Key Employees also participating in the defined benefit plan, the top heavy minimum is: (CHOOSE (1) OR (2)) [ ] (1) 5% of Compensation (as determined under Section 3.04(B) or the Plan) irrespective of the contribution rate of any Key Employee, except: (CHOOSE (i) OR (ii)) [ ] (i) No exceptions. [ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy ratio does not exceed 90%. [ ] (2) 0%. [NOTE: THE EMPLOYER MAY NOT SELECT THIS OPTION (2) UNLESS THE DEFINED BENEFIT PLAN SATISFIES THE TOP HEAVY MINIMUM BENEFIT REQUIREMENTS OF CODE SECTION 416 FOR THESE NON-KEY EMPLOYEES.] ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy ratio, the Advisory Committee will use the following interest rate and mortality assumptions to value accrued benefits under a defined benefit plan:_____________ If the elections under this Section 3.18 are not appropriate to satisfy the limitations of Section 3.18, or the top heavy requirements under Code Section 416, the Employer must provide the appropriate provisions in an addendum to this Adoption Agreement. 19

ARTICLE IV

ARTICLE IV PARTICIPANT CONTRIBUTIONS 4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan: (CHOOSE (a) OR (b); (c) IS AVAILABLE ONLY WITH (b)) [X] (a) Does not permit Participant nondeductible contributions. [ ] (b) Permits Participant nondeductible contributions, pursuant to Section 14.04 of the Plan. [ ] (c) The following portion of the Participant's nondeductible contributions for the Plan Year are mandatory contributions under Option (i)(3) of Adoption Agreement Section 3.01: (CHOOSE (1) OR (2)) [ ] (1) The amount which is not less than:_______________________________. [ ] (2) The amount which is not greater than:____________________________. ALLOCATION DATES. The Advisory Committee will allocate nondeductible contributions for each Plan Year as of the Accounting Date and the following additional allocation dates: (CHOOSE (D) OR (E)) [ ] (d) No other allocation dates. [ ] (e) (SPECIFY) _________________________________________________________ As of an allocation date, the Advisory Committee will credit all nondeductible contributions made for the relevant allocation period. Unless otherwise specified in (e), a nondeductible contribution relates to an allocation period only if actually made to the Trust no later than 30 days after that allocation period ends. 4.05 PARTICIPANT CONTRIBUTION -- WITHDRAWAL/DISTRIBUTION. Subject to the restrictions of Article VI, the following distribution options apply to a Participant's Mandatory Contributions Account, if any, prior to his Separation from Service: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (d)) [ ] (a) No distribution options prior to Separation from Service. [ ] (b) The same distribution options applicable to the Deferral Contributions Account prior to the Participant's Separation from Service, as elected in Adoption Agreement Section 6.03. [ ] (c) Until he retires, the Participant has continuing election to receive all or any portion of his Mandatory Contributions Account if: (CHOOSE (1) OR AT LEAST ONE OF (2) THROUGH (4)) [ ] (1) No conditions. [ ] (2) The mandatory contributions have accumulated for at least Plan Years since the Plan Year for which contributed. [ ] (3) The Participant suspends making nondeductible contributions for a period of months. [ ] (4) (SPECIFY)_______________________________________________________. [ ] (d) (SPECIFY)___________________________________________________________. 20

ARTICLE V TERMINATION OF SERVICE -- PARTICIPANT VESTING

ARTICLE V TERMINATION OF SERVICE -- PARTICIPANT VESTING 5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (CHOOSE (a) OR (b)) [ ] (a) _____ [STATE AGE, BUT MAY NOT EXCEED AGE 65]. [X] (b) The later of the date the Participant attains 65 years of age or the 5TH anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [THE AGE SELECTED MAY NOT EXCEED AGE 65 AND THE ANNIVERSARY SELECTED MAY NOT EXCEED THE 5TH.] 5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section 5.02 of the Plan: (CHOOSE (A) OR CHOOSE ONE OR BOTH OF (B) AND (C)) [ ] (a) Does not apply. [X] (b) Applies to death. [X] (c) Applies to disability. 5.03 VESTING SCHEDULE. DEFERRAL CONTRIBUTIONS ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT/ QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS ACCOUNT. A Participant has a 100% Nonforfeitable interest at all times in his Deferral Contributions Account, his Qualified Matching Contributions Account, his Qualified Nonelective Contributions Account and in his Mandatory Contributions Account. REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With respect to a Participant's Regular Matching Contributions Account and Employer Contributions Account, the Employer elects the following vesting schedule: CHOOSE (a) OR (b); (c) AND (d) ARE AVAILABLE ONLY AS ADDITIONAL OPTIONS) [ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [NOTE: THE EMPLOYER MUST ELECT OPTION (a) IF THE ELIGIBILITY CONDITIONS UNDER ADOPTION AGREEMENT SECTION 2.01(C) REQUIRE 2 YEARS OF SERVICE OR MORE THAN 12 MONTHS
OF EMPLOYMENT.] [X] (b) Graduated Vesting Schedules. TOP HEAVY SCHEDULE (MANDATORY) YEARS OF NONFORFEITABLE SERVICE PERCENTAGE - -------------------------------------------------Less than 1.......................... 0% 1............................... 25% 2............................... 50% 3............................... 75% 4............................... 100% 5............................... 100% 6 or more....................... 100% NON TOP HEAVY SCHEDULE (OPTIONAL) YEARS OF NONFORFEITABLE SERVICE PERCENTAGE - -------------------------------------------------Less than 1.......................... 0%

1............................... 2............................... 3............................... 4............................... 5............................... 6............................... 7 or more.......................

25% 50% 75% 100% 100% 100% 100%

21

[ ] (c) Special vesting election for Regular Matching Contributions Account. In lieu of the election under Options (a) or (b), the Employer elects the following vesting schedule for a Participant's Regular Matching Contributions Account: (CHOOSE (1) OR (2)) [ ] (1) 100% Nonforfeitable at all times. [ ] (2) In accordance with the vesting schedule described in the addendum to this Adoption Agreement, numbered 5.03(c). [NOTE: IF THE EMPLOYER ELECTS THIS OPTION (c)(2), THE ADDENDUM MUST DESIGNATE THE APPLICABLE VESTING SCHEDULE(S) USING THE SAME FORMAT AS USED IN OPTION (b).] [NOTE: UNDER OPTIONS (b) AND (c)(2), THE EMPLOYER MUST COMPLETE A TOP HEAVY SCHEDULE WHICH SATISFIES CODE SECTION 416. THE EMPLOYER, AT ITS OPTION, MAY COMPLETE A NON TOP HEAVY SCHEDULE. THE NON TOP HEAVY SCHEDULE MUST SATISFY CODE SECTION 411(A)(2). ALSO SEE SECTION 7.05 OF THE PLAN.] [X] (d) The Top Heavy Schedule under Option (b) (and, if applicable, under Option (c)(2)) applies: (CHOOSE (1) OR (2)) [ ] (1) Only in a Plan Year for which the Plan is top heavy. [X] (2) In the Plan Year for which the Plan first is top heavy and then in all subsequent Plan Years. [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (d) UNLESS IT HAS COMPLETED A NON TOP HEAVY SCHEDULE.] MINIMUM VESTING. (CHOOSE (E) OR (F)) [X] (e) The Plan does not apply a minimum vesting rule. [ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less than the lesser of $___ or his entire Accrued Benefit, even if the application of a graduated vesting schedule under Options (b) or (c) would result in a smaller Nonforfeitable Accrued Benefit. LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to insurance contracts purchased on his behalf under Article XI is: (CHOOSE (g) OR (h)) [X] (g) Subject to the vesting election under Options (a), (b) or (c). [ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting election under Options (b) or (c)(2). 5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C) of the Plan: (CHOOSE (a) OR (b)) [ ] (a) Does not apply. [X] (b) Will apply to determine the timing of forfeitures for 0% vested Participants. A Participant is not a 0%

[ ] (c) Special vesting election for Regular Matching Contributions Account. In lieu of the election under Options (a) or (b), the Employer elects the following vesting schedule for a Participant's Regular Matching Contributions Account: (CHOOSE (1) OR (2)) [ ] (1) 100% Nonforfeitable at all times. [ ] (2) In accordance with the vesting schedule described in the addendum to this Adoption Agreement, numbered 5.03(c). [NOTE: IF THE EMPLOYER ELECTS THIS OPTION (c)(2), THE ADDENDUM MUST DESIGNATE THE APPLICABLE VESTING SCHEDULE(S) USING THE SAME FORMAT AS USED IN OPTION (b).] [NOTE: UNDER OPTIONS (b) AND (c)(2), THE EMPLOYER MUST COMPLETE A TOP HEAVY SCHEDULE WHICH SATISFIES CODE SECTION 416. THE EMPLOYER, AT ITS OPTION, MAY COMPLETE A NON TOP HEAVY SCHEDULE. THE NON TOP HEAVY SCHEDULE MUST SATISFY CODE SECTION 411(A)(2). ALSO SEE SECTION 7.05 OF THE PLAN.] [X] (d) The Top Heavy Schedule under Option (b) (and, if applicable, under Option (c)(2)) applies: (CHOOSE (1) OR (2)) [ ] (1) Only in a Plan Year for which the Plan is top heavy. [X] (2) In the Plan Year for which the Plan first is top heavy and then in all subsequent Plan Years. [NOTE: THE EMPLOYER MAY NOT ELECT OPTION (d) UNLESS IT HAS COMPLETED A NON TOP HEAVY SCHEDULE.] MINIMUM VESTING. (CHOOSE (E) OR (F)) [X] (e) The Plan does not apply a minimum vesting rule. [ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be less than the lesser of $___ or his entire Accrued Benefit, even if the application of a graduated vesting schedule under Options (b) or (c) would result in a smaller Nonforfeitable Accrued Benefit. LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to insurance contracts purchased on his behalf under Article XI is: (CHOOSE (g) OR (h)) [X] (g) Subject to the vesting election under Options (a), (b) or (c). [ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting election under Options (b) or (c)(2). 5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section 5.04(C) of the Plan: (CHOOSE (a) OR (b)) [ ] (a) Does not apply. [X] (b) Will apply to determine the timing of forfeitures for 0% vested Participants. A Participant is not a 0% vested Participant if he has a Deferral Contributions Account. 22

5.06 YEAR OF SERVICE -- VESTING. VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of the following 12 consecutive month periods: (CHOOSE (A) OR (B))

5.06 YEAR OF SERVICE -- VESTING. VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of the following 12 consecutive month periods: (CHOOSE (A) OR (B)) [X] (a) Plan Years. [ ] (b) Employment Years. An Employment Year is the 12 consecutive month period measured from the Employee's Employment Commencement Date and each successive 12 consecutive month period measured from each anniversary of that Employment Commencement Date. HOURS OF SERVICE. The minimum number of Hours of Service an Employee must complete during a vesting computation period to receive credit for a Year of Service is: (CHOOSE (c) OR (d)) [X] (c) 1,000 Hours of Service. [ ] (d) _____ Hours of Service. [NOTE: THE HOURS OF SERVICE REQUIREMENT MAY NOT EXCEED 1,000.] 5.08 INCLUDED YEARS OF SERVICE -- VESTING. The Employer specifically excludes the following Years of Service: (CHOOSE (a) OR AT LEAST ONE OF (b) THROUGH (e)) [ ] (a) None other than as specified in Section 5.08(a) of the Plan. [ ] (b) Any Year of Service before the Participant attained the age of __. Note: The age selected may not exceed age 18.] [X] (c) Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan. [ ] (d) Any Year of Service before a Break in Service if the number of consecutive Breaks in Service equals or exceeds the greater of 5 or the aggregate number of the Years of Service prior to the Break. This exception applies only if the Participant is 0% vested in his Accrued Benefit derived from Employer contributions at the time he has a Break in Service. Furthermore, the aggregate number of Years of Service before a Break in Service do not include any Years of Service not required to be taken into account under this exception by reason of any prior Break in Service. [ ] (e) Any Year of Service earned prior to the effective date of ERISA if the Plan would have disregarded that Year of Service on account of an Employee's Separation from Service under a Plan provision in effect and adopted before January 1, 1974. ARTICLE VI TIME AND METHOD OF PAYMENTS OF BENEFITS CODE SECTION 411(d)(6) PROTECTED BENEFITS. The elections under this Article VI may not eliminate Code Section 411(d)(6) protected benefits. To the extent the elections would eliminate a Code Section 411(d) (6) protected benefit, see Section 13.02 of the Plan. Furthermore, if the elections liberalize the optional forms of benefit under the Plan, the more liberal options apply on the later of the adoption date or the Effective Date of this Adoption Agreement. 23

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. DISTRIBUTION DATE. A distribution date under the Plan means any day of the Plan Year. [NOTE: THE EMPLOYER MUST SPECIFY THE APPROPRIATE DATE(S). THE SPECIFIED DISTRIBUTION DATES PRIMARILY ESTABLISH ANNUITY STARTING DATES AND THE NOTICE AND CONSENT PERIODS PRESCRIBED BY THE PLAN. THE PLAN ALLOWS THE TRUSTEE AN

6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. DISTRIBUTION DATE. A distribution date under the Plan means any day of the Plan Year. [NOTE: THE EMPLOYER MUST SPECIFY THE APPROPRIATE DATE(S). THE SPECIFIED DISTRIBUTION DATES PRIMARILY ESTABLISH ANNUITY STARTING DATES AND THE NOTICE AND CONSENT PERIODS PRESCRIBED BY THE PLAN. THE PLAN ALLOWS THE TRUSTEE AN ADMINISTRATIVELY PRACTICABLE PERIOD OF TIME TO MAKE THE ACTUAL DISTRIBUTION RELATING TO A PARTICULAR DISTRIBUTION DATE.] NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations of Section 6.01(A)(1), the distribution date for distribution of a Nonforfeitable Accrued Benefit not exceeding $3,500 is: (CHOOSE (a), (b), (c), (d) OR (e)) [ ] (a)______________________________________________________________________ of the ________________________ Plan Year beginning after the Participant's Separation from Service. [X] (b) As soon as administratively feasible following the Participant's Separation from Service. [ ] (c)______________________________________________________________________ of the Plan Year after the Participant incurs ___ Break(s) in Service (as defined in Article V). [ ] (d) __________________________________________________ following the Participant's attainment of Normal Retirement Age, but not earlier than _________________ days following his Separation from Service. [ ] (e) (SPECIFY) ____________________________________________________________ __________________. NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section 6.03. DISABILITY. The distribution date, subject to Section 6.01(A)(3), is (CHOOSE (f), (g) OR (h)) [ ] (f) ______________________________________________________________________ after the Participant terminates employment because of disability. [X] (g) The same as if the Participant had terminated employment without disability. [ ] (h) (SPECIFY) ____________________________________________________________ __________________. HARDSHIP. (CHOOSE (I) OR (J)) [X] (i) The Plan does not permit a hardship distribution to a Participant who has separated from Service. [ ] (j) The Plan permits a hardship distribution to a Participant who has separated from Service in accordance with the hardship distribution policy stated in: (CHOOSE (1), (2) OR (3)) [ ] (1) Section 6.01(A)(4) of the Plan. [ ] (2) Section 14.11 of the Plan. [ ] (3) The addendum to this Adoption Agreement, numbered Section 6.01. 24

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made pursuant to a loan policy

DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made pursuant to a loan policy adopted by the Advisory Committee pursuant to Section 9.04, the Plan: (CHOOSE (k), (l) OR (m)) [ ] (k) Treats the default as a distributable event. The Trustee, at the time of the default, will reduce the Participant's Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus accrued interest) or the Plan's security interest in that Nonforfeitable Accrued Benefit. To the extent the loan is attributable to the Participant's Deferral Contributions Account, Qualified Matching Contributions Account or Qualified Nonelective Contributions Account, the Trustee will not reduce the Participant's Nonforfeitable Accrued Benefit unless the Participant has separated from Service or unless the Participant has attained age 59 1/2. [X] (l) Does not treat the default as a distributable event. When an otherwise distributable event first occurs pursuant to section 6.01 or Section 6.03 of the Plan, the Trustee will reduce the Participant's Nonforfeitable Accrued Benefit by the lesser of the amount in default (plus accrued interest) or the Plan's security interest in that Nonforfeitable Accrued Benefit. [ ] (m) (SPECIFY)______________________________________________________________ _______________. 6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory Committee will apply Section 6.02 of the Plan with the following modifications: (CHOOSE (A) OR AT LEAST ONE OF (B), (C), (D) AND (E)) [ ] (a) No modifications. [ ] (b) Except as required under Section 6.01 of the Plan, a lump sum distribution is not available:

[X] (c) An installment distribution: (CHOOSE (1) OR AT LEAST ONE OF (2) OR (3)) [ ] (1) Is not available under the Plan. [X] (2) May not exceed the lesser of 20 years or the maximum period permitted under Section 6.02. [ ] (3) (SPECIFY) __________________________________________________ __________. [ ] (d) The Plan permits the following annuity options: _______________________ ________________________________________________________________________. Any Participant who elects a life annuity option is subject to the requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See Section 6.04(E). [NOTE: THE EMPLOYER MAY SPECIFY ADDITIONAL ANNUITY OPTIONS IN AN ADDENDUM TO THIS ADOPTION AGREEMENT, NUMBERED 6.02(d).] [ ] (e) If the Plan invests in qualifying Employer securities, as described in Section 10.03(F), a Participant eligible to elect distribution under Section 6.03 may elect to receive that distribution in Employer securities only in accordance with the provisions of the addendum to this Adoption Agreement, numbered 6.02(e). 25

6.03 BENEFIT PAYMENT ELECTIONS. PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is eligible to make distribution elections under Section 6.03 of the Plan may elect to commence distribution of his Nonforfeitable Accrued Benefit: (CHOOSE AT LEAST ONE OF (a) THROUGH (c)) [ ] (a) As of any distribution date, but not earlier than ________________________________ of the

6.03 BENEFIT PAYMENT ELECTIONS. PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is eligible to make distribution elections under Section 6.03 of the Plan may elect to commence distribution of his Nonforfeitable Accrued Benefit: (CHOOSE AT LEAST ONE OF (a) THROUGH (c)) [ ] (a) As of any distribution date, but not earlier than ________________________________ of the ___________ Plan Year beginning after the Participant's Separation from Service. [X] (b) As of the following date(s): (CHOOSE AT LEAST ONE OF OPTIONS (1) THROUGH (6)) [ ] (1) Any distribution date after the close of the Plan Year in which the Participant attains Normal Retirement Age. [X] (2) Any distribution date following his Separation from Service with the Employee. [ ] (3) Any distribution date in the ______________ Plan Year(s) beginning after his Separation from Service. [ ] (4) Any distribution date in the Plan Year after the Participant incurs _________________ Break(s) in Service (as defined in Article V). [ ] (5) Any distribution date following attainment of age ________ and completion of at least ______ Years of Service (as defined in Article V). ____________. [ ] (6) (SPECIFY) ______________________________ [ ] (c) (SPECIFY) ____________________________________________________________ __________________. The distribution events described in the election(s) made under Options (a), (b) or (c) apply equally to all Accounts maintained for the Participant unless otherwise specified in Option (c). PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE -- REGULAR MATCHING CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following distribution options apply to a Participant's Regular Matching Contributions Account and Employer Contributions Account prior to his Separation from Service: (CHOOSE (d) OR AT LEAST ONE OF (E) THROUGH (h)) [X] (d) No distribution options prior to Separation from Service. [ ] (e) Attainment of Specified Age. Until he retires, the Participant has a continuing election to receive all or any portion of this Nonforfeitable interest in these Accounts after he attains: (CHOOSE (1) OR (2)) [ ] (1) Normal Retirement Age. [X] (2) ______________ years of age and is at least _______________% vested in these Accounts. [NOTE: IF THE PERCENTAGE IS LESS THAN 100%, SEE THE SPECIAL VESTING FORMULA IN SECTION 5.03.] 26

[ ] (f) After a Participant has participated in the Plan for a period of not less than _ years and he is 100% vested in these Accounts, until he retires, the Participant has a continuing election to receive all or any portion of the

[ ] (f) After a Participant has participated in the Plan for a period of not less than _ years and he is 100% vested in these Accounts, until he retires, the Participant has a continuing election to receive all or any portion of the Accounts. [NOTE: THE NUMBER IN THE BLANK SPACE MAY NOT BE LESS THAN 5.] [ ] (g) Hardship. A Participant may elect a hardship distribution prior to his Separation from Service in accordance with the hardship distribution policy: (CHOOSE (1), (2) OR (3); (4) IS AVAILABLE ONLY AS AN ADDITIONAL OPTION) [ ] (1) Under Section 6.01(A)(4) of the Plan. [ ] (2) Under Section 14.11 of the Plan. [ ] (3) Provided in the addendum to this Adoption Agreement, numbered Section 6.03. [ ] (4) In no event may a Participant receive a hardship distribution before he is at least ___% vested in these Accounts. [NOTE: IF THE PERCENTAGE IN THE BLANK IS LESS THAN 100%, SEE THE SPECIAL VESTING FORMULA IN SECTION 5.03.] [ ] (h) (SPECIFY) __________________________________________________________ [NOTE: THE EMPLOYER MAY USE AN ADDENDUM, NUMBERED 6.03, TO PROVIDE ADDITIONAL LANGUAGE AUTHORIZED BY OPTIONS (B)(6), (C), (G)(3) OR (H) OF THIS ADOPTION AGREEMENT SECTION 6.03.] PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE -- DEFERRAL CONTRIBUTIONS ACCOUNT, QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND QUALIFIED NONELECTIVE CONTRIBUTIONS ACCOUNT. Subject to the restrictions of Article VI, the following distribution options apply to a Participant's Deferral Contributions Account, Qualified Matching Contributions Account and Qualified Nonelective Contributions Account prior to his Separation from Service: (CHOOSE (i) OR AT LEAST ONE OF (j) THROUGH (l)) [ ] (i) No distribution options prior to Separation from Service. [ ] (j) Until he retires, the Participant has a continuing election to receive all or any portion of these Accounts after he attains: (CHOOSE (1) OR (2)) [ ] (1) The later of Normal Retirement Age or age 59 1/2. [ ] (2) Age __ (at least 59 1/2). [X] (k) Hardship. A Participant, prior to his Separation from Service, may elect a hardship distribution from his Deferral Contributions Account in accordance with the hardship distribution policy under Section 14.11 of the Plan. [ ] (l) (SPECIFY) ________________________________________________________ _________________ . [NOTE: OPTION (L) MAY NOT PERMIT IN SERVICE DISTRIBUTIONS PRIOR TO AGE 59 1/2 (OTHER THAN HARDSHIP) AND MAY NOT MODIFY THE HARDSHIP POLICY DESCRIBED IN SECTION 14.11.] 27

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business or sells a subsidiary (within the meaning of Code Section 409(d)(3)), a Participant who continues employment with the acquiring corporation is eligible for distribution from his Deferral Contributions Account, Qualified Matching Contributions Account and Qualified

SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business or sells a subsidiary (within the meaning of Code Section 409(d)(3)), a Participant who continues employment with the acquiring corporation is eligible for distribution from his Deferral Contributions Account, Qualified Matching Contributions Account and Qualified Nonelective Contributions Account: (CHOOSE (m) OR (n)) [ ] (m) Only as described in this Adoption Agreement Section 6.03 for distributions prior to Separation from Service. [X] (n) As if he has a Separation from Service. After March 31, 1988, a distribution authorized solely by reason of this Option (n) must constitute a lump sum distribution, determined in a manner consistent with Code Section 401(k)(10) and the applicable Treasury regulations. 6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The annuity distribution requirements of Section 6.04: (CHOOSE (a) OR (b)) [X] (a) Apply only to a Participant described in Section 6.04(E) of the Plan (relating to the profit sharing exception to the joint and survivor requirements). [ ] (b) Apply to all Participants. ARTICLE IX ADVISORY COMMITTEE -- DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than a distribution from a segregated Account and other than a corrective distribution described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan) occurs more than 90 days after the most recent valuation date, the distribution will include interest at: (CHOOSE (A), (B) OR (C)) [X] (a) 0% per annum [NOTE: THE PERCENTAGE MAY EQUAL 0%.] [ ] (b) The 90 day Treasury bill rate in effect at the beginning of the current valuation period. [ ] (c) (SPECIFY) ____________________________________________________________ 9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to Section 14.12, to determine the allocation of net income, gain or loss: (COMPLETE ONLY THOSE ITEMS, IF ANY, WHICH ARE APPLICABLE TO THE EMPLOYER'S PLAN) [X] (a) For salary reduction contributions, the Advisory Committee will:

(CHOOSE (1), (2), (3), (4) OR (5)) [X] (1) Apply Section 9.11 without modification. [ ] (2) Use the segregated account approach described in Section 14.12. [ ] (3) Use the weighted average method described in Section 14.12, based on a _______________________ weighting period. [ ] (4) Treat as part of the relevant Account at the beginning of the valuation period __% of the salary reduction contributions. (CHOOSE (i) OR (ii)) [ ] (i) made during that valuation period.

28

[ ] (ii) made by the following specified time: ___________________ . [ ] (5) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(a). [X] (b) For matching contributions, the Advisory Committee will: (CHOOSE (1), (2), (3) OR (4)) [X] (1) Apply Section 9.11 without modification. [ ] (2) Use the weighted average method described in Section 14.12, based on a _________________ weighting period. [ ] (3) Treat as part of the relevant Account at the beginning of the valuation period ___% of the matching contributions allocated during the valuation period. [ ] (4) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(b). [ ] (c) For Participant nondeductible contributions, the Advisory Committee will: (CHOOSE (1), (2), (3), (4) OR (5)) [ ] (1) Apply Section 9.11 without modification. [ ] (2) Use the segregated account approach described in Section 14.12. [ ] (3) Use the weighted average method described in Section 14.12, based on a _________________ weighting period. [ ] (4) Treat as part of the relevant Account at the beginning of the valuation period ___% of the Participant nondeductible contributions:

(CHOOSE (i) OR (ii)) [ ] (i) made during that valuation period. [ ] (ii) made by the following specified time: _____________ . [ ] (5) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(c). ARTICLE X TRUSTEE AND CUSTODIAN, POWERS AND DUTIES 10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (CHOOSE (A) OR (B)) [X] (a) May not exceed 10% of Plan assets. [ ] (b) May not exceed ___% of Plan assets. [NOTE: THE PERCENTAGE MAY NOT EXCEED 100%.] 10.14 VALUATION OF TRUST. In addition to each Account Date, the Trustee must value the Trust Fund on the following valuation date(s): (CHOOSE (a) OR (b)) [X] (a) No other mandatory valuation dates. 29

[ ] (ii) made by the following specified time: ___________________ . [ ] (5) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(a). [X] (b) For matching contributions, the Advisory Committee will: (CHOOSE (1), (2), (3) OR (4)) [X] (1) Apply Section 9.11 without modification. [ ] (2) Use the weighted average method described in Section 14.12, based on a _________________ weighting period. [ ] (3) Treat as part of the relevant Account at the beginning of the valuation period ___% of the matching contributions allocated during the valuation period. [ ] (4) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(b). [ ] (c) For Participant nondeductible contributions, the Advisory Committee will: (CHOOSE (1), (2), (3), (4) OR (5)) [ ] (1) Apply Section 9.11 without modification. [ ] (2) Use the segregated account approach described in Section 14.12. [ ] (3) Use the weighted average method described in Section 14.12, based on a _________________ weighting period. [ ] (4) Treat as part of the relevant Account at the beginning of the valuation period ___% of the Participant nondeductible contributions:

(CHOOSE (i) OR (ii)) [ ] (i) made during that valuation period. [ ] (ii) made by the following specified time: _____________ . [ ] (5) Apply the allocation method described in the addendum to this Adoption Agreement numbered 9.11(c). ARTICLE X TRUSTEE AND CUSTODIAN, POWERS AND DUTIES 10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (CHOOSE (A) OR (B)) [X] (a) May not exceed 10% of Plan assets. [ ] (b) May not exceed ___% of Plan assets. [NOTE: THE PERCENTAGE MAY NOT EXCEED 100%.] 10.14 VALUATION OF TRUST. In addition to each Account Date, the Trustee must value the Trust Fund on the following valuation date(s): (CHOOSE (a) OR (b)) [X] (a) No other mandatory valuation dates. 29

[ ] (b) (SPECIFY) ________________________________________________________ . 30

EFFECTIVE DATE ADDENDUM (RESTATED PLANS ONLY) The Employer must complete this addendum only if the restated Effective Date specified in Adoption Agreement Section 1.18 is different than the restated effective date for at least one of the provisions listed in this addendum. In lieu of the restated Effective Date in Adoption Agreement Section 1.18, the following special effective dates apply: (CHOOSE WHICHEVER ELECTIONS APPLY) [ ] (A) COMPENSATION DEFINITION. The Compensation definition of Section 1.12 (other than the $200,000 limitation) is effective for Plan Years beginning after __________________. [NOTE: MAY NOT BE EFFECTIVE LATER THAN THE FIRST DAY OF THE FIRST PLAN YEAR BEGINNING AFTER THE EMPLOYER EXECUTES THIS ADOPTION AGREEMENT TO RESTATE THE PLAN FOR THE TAX REFORM ACT OF 1986, IF APPLICABLE.] [ ] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after __________________. [ ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service rule elected under Adoption Agreement Section 2.03 is effective for Plan Years beginning after __________________. [ ] (d) Contribution/Allocation Formula. The contribution formula elected under Adoption Agreement Section 3.01 and the method of allocation elected under Adoption Agreement Section 3.04 is effective for Plan Years beginning after __________________. [ ] (e) ACCRUAL REQUIREMENTS. The accrual requirements of section 3.06 are effective for Plan Years beginning after __________________. [ ] (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is effective for Plan Years beginning after __________________ [ ] (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to have net profits to contribute to this Plan is effective for Plan Years beginning after _________________ [NOTE: THE DATE SPECIFIED MAY NOT BE EARLIER THAN DECEMBER 31, 1985.] [X] (h) VESTING SCHEDULE. The vesting schedule elected under Adoption Agreement Section 5.03 is effective for Plan Years beginning after DECEMBER 31, 1995. [ ] (i) ALLOCATION OF EARNINGS. The special allocation provisions elected under Adoption Agreement Section 9.11 are effective for Plan Years beginning after __________________. [ ] (j) (SPECIFY) ___________________________________________________________ __________________________________________________________________. For Plan Years prior to the special Effective Date, the terms of the Plan prior to its restatement under this Adoption Agreement will control for purposes of the designated provisions. A special Effective Date may not result in the delay of a Plan provision beyond the permissible Effective Date under any applicable law requirements. 31

EXECUTION PAGE

EFFECTIVE DATE ADDENDUM (RESTATED PLANS ONLY) The Employer must complete this addendum only if the restated Effective Date specified in Adoption Agreement Section 1.18 is different than the restated effective date for at least one of the provisions listed in this addendum. In lieu of the restated Effective Date in Adoption Agreement Section 1.18, the following special effective dates apply: (CHOOSE WHICHEVER ELECTIONS APPLY) [ ] (A) COMPENSATION DEFINITION. The Compensation definition of Section 1.12 (other than the $200,000 limitation) is effective for Plan Years beginning after __________________. [NOTE: MAY NOT BE EFFECTIVE LATER THAN THE FIRST DAY OF THE FIRST PLAN YEAR BEGINNING AFTER THE EMPLOYER EXECUTES THIS ADOPTION AGREEMENT TO RESTATE THE PLAN FOR THE TAX REFORM ACT OF 1986, IF APPLICABLE.] [ ] (b) ELIGIBILITY CONDITIONS. The eligibility conditions specified in Adoption Agreement Section 2.01 are effective for Plan Years beginning after __________________. [ ] (c) SUSPENSION OF YEARS OF SERVICE. The suspension of Years of Service rule elected under Adoption Agreement Section 2.03 is effective for Plan Years beginning after __________________. [ ] (d) Contribution/Allocation Formula. The contribution formula elected under Adoption Agreement Section 3.01 and the method of allocation elected under Adoption Agreement Section 3.04 is effective for Plan Years beginning after __________________. [ ] (e) ACCRUAL REQUIREMENTS. The accrual requirements of section 3.06 are effective for Plan Years beginning after __________________. [ ] (f) EMPLOYMENT CONDITION. The employment condition of Section 3.06 is effective for Plan Years beginning after __________________ [ ] (g) ELIMINATION OF NET PROFITS. The requirement for the Employer not to have net profits to contribute to this Plan is effective for Plan Years beginning after _________________ [NOTE: THE DATE SPECIFIED MAY NOT BE EARLIER THAN DECEMBER 31, 1985.] [X] (h) VESTING SCHEDULE. The vesting schedule elected under Adoption Agreement Section 5.03 is effective for Plan Years beginning after DECEMBER 31, 1995. [ ] (i) ALLOCATION OF EARNINGS. The special allocation provisions elected under Adoption Agreement Section 9.11 are effective for Plan Years beginning after __________________. [ ] (j) (SPECIFY) ___________________________________________________________ __________________________________________________________________. For Plan Years prior to the special Effective Date, the terms of the Plan prior to its restatement under this Adoption Agreement will control for purposes of the designated provisions. A special Effective Date may not result in the delay of a Plan provision beyond the permissible Effective Date under any applicable law requirements. 31

EXECUTION PAGE The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. The Employer hereby agrees to the provisions of this Plan and Trust, and in witness of its agreement, the Employer by its duly authorized officers, has executed this Adoption Agreement, and the Trustee (and Custodian, if applicable) signified its acceptance, on this __________________________ day of

EXECUTION PAGE The Trustee (and Custodian, if applicable), by executing this Adoption Agreement, accepts its position and agrees to all of the obligations, responsibilities and duties imposed upon the Trustee (or Custodian) under the Prototype Plan and Trust. The Employer hereby agrees to the provisions of this Plan and Trust, and in witness of its agreement, the Employer by its duly authorized officers, has executed this Adoption Agreement, and the Trustee (and Custodian, if applicable) signified its acceptance, on this __________________________ day of ___________________________, 19______. Name and EIN of Employer: INDUSTRIAL DATA SYSTEMS, INC. 76-0157248
Signed: /s/ WILLIAM A. COSKEY William A. Coskey Name(s) of Trustee: HULDA L. COSKEY, WILLIAM A. COSKEY Signed: /s/ WILLIAM A. COSKEY William A. Coskey /s/ HULDA L. COSKEY Hulda L. Coskey Name of Custodian: _____________________________________________________________

Signed: ________________________________________________________________________ [NOTE: A TRUSTEE IS MANDATORY, BUT A CUSTODIAN IS OPTIONAL. SEE SECTION 10.03 OF THE PLAN.] PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA reporting purposes (Form 5500 Series) is: 001. USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The 3-digit number assigned to this Adoption Agreement (see page 1) is solely for the Regional Prototype Plan Sponsor's recordkeeping purposes and does not necessarily correspond to the plan number the Employer designated in the prior paragraph. RELIANCE ON NOTIFICATION LETTER. The Employer may not rely on the Regional Prototype Plan Sponsor's notification letter covering this Adoption Agreement. For reliance on the Plan's qualification, the Employer must obtain a determination letter from the applicable IRS Key District office. 32

PARTICIPATION AGREEMENT FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30) The undersigned Employer, by executing this Participation Agreement, elects to become a Participating Employer in the Plan identified in Section 1.03 of the accompanying Adoption Agreement, as if the Participating Employer were a signatory to that Agreement. The Participating Employer accepts, and agrees to be bound by, all of the elections granted under the provisions of the Prototype Plan as made by INDUSTRIAL DATA SYSTEMS, INC., the Signatory Employer to the Execution Page of the Adoption Agreement. 1. The Effective Date of the undersigned Employer's participation in the Plan is: _________________________________________________________________________ . 2. The undersigned Employer's adoption of this Plan constitutes: [ ] (a) The adoption of a new plan by the Participating Employer.

PARTICIPATION AGREEMENT FOR PARTICIPATION BY RELATED GROUP MEMBERS (PLAN SECTION 1.30) The undersigned Employer, by executing this Participation Agreement, elects to become a Participating Employer in the Plan identified in Section 1.03 of the accompanying Adoption Agreement, as if the Participating Employer were a signatory to that Agreement. The Participating Employer accepts, and agrees to be bound by, all of the elections granted under the provisions of the Prototype Plan as made by INDUSTRIAL DATA SYSTEMS, INC., the Signatory Employer to the Execution Page of the Adoption Agreement. 1. The Effective Date of the undersigned Employer's participation in the Plan is: _________________________________________________________________________ . 2. The undersigned Employer's adoption of this Plan constitutes: [ ] (a) The adoption of a new plan by the Participating Employer. [ ] (b) The adoption of an amendment and restatement of a plan currently maintained by the Employer, identified as _________, and having an original effective date of ______________________________ Dated this __________________________ day of ____________, 19___ Name of Participating Employer: Signed: Participating Employer's EIN ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION AGREEMENT AND BY THE TRUSTEE. Name of Signatory Employer: INDUSTRIAL DATA SYSTEMS, INC.
Accepted: Signed: Name(s) of Trustee: Accepted:

[Date] Signed: [NOTE: EACH PARTICIPATING EMPLOYER MUST EXECUTE A SEPARATE PARTICIPATION AGREEMENT. SEE THE EXECUTION PAGE OF THE ADOPTION AGREEMENT FOR IMPORTANT PROTOTYPE PLAN INFORMATION.] 33

EXHIBIT 21 SUBSIDIARY OF REGISTRANT 1. Industrial Data Systems, Inc., a Texas Corporation doing business as IDS Technical Services.

INDUSTRIAL DATA SYSTEMS CORPORATION

EXHIBIT 21 SUBSIDIARY OF REGISTRANT 1. Industrial Data Systems, Inc., a Texas Corporation doing business as IDS Technical Services.

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument this 23rd day of January, 1997.
/S/ WILLIAM A. COSKEY William A. Coskey, Director

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument this 23rd day of January, 1997.
/S/ WILLIAM A. COSKEY William A. Coskey, Director

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument this 23rd day of January, 1997.
/S/ HULDA L. COSKEY Hulda L. Coskey, Director

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument this 23rd day of January, 1997.
/S/ REX S. ZERGER Rex S. Zerger, Director

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together

INDUSTRIAL DATA SYSTEMS CORPORATION POWER OF ATTORNEY (Form 10-SB) WHEREAS, INDUSTRIAL DATA SYSTEMS CORPORATION, a Nevada corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1993, as amended (the "Act"), a Registration Statement on Form 10-SB, with such amendments (including preeffective and post-effective amendments) to said Registration Statement and any supplement or supplements to the Form 10-SB as may be necessary or appropriate, together with any and all exhibits and documents related to said Registration Statement, in connection with the registration of 75,000,000 shares of common stock, $.001 par value, pursuant to Section 12(g) of the Act; NOW, THEREFORE, the undersigned in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint William A. Coskey and Hulda Coskey, and each of them severally, his true and lawful attorney or attorneys-in-fact, with power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as a director or officer or both, as the case may be, of the Company, each such Registration Statement referred to above, and any and all amendments (including pre-effective and post-effective amendments) thereto, and any supplements to the Registration Statement as said attorneys-in-fact or any of them shall deem necessary or appropriate, together with all instruments necessary or incidental in connection therewith, to file the same or cause the same to be filed with the Commission, and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys-in-fact shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done, as fully and for all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys-in-fact and each of them may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has executed this instrument this 23rd day of January, 1997.
/S/ DAVID W. GENT

David W. Gent, Director