10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2003

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to

Commission File Number 0-19371

(Exact name of registrant as specified in its charter)

Delaware	77-0187280
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification Number)

4600 North Beach Street
Haltom City, Texas	76137
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (817) 605-5300

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes   þ   No o

     Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes o No   þ

     As of April 30, 2003, the registrant had outstanding 5,852,593 shares of Common Stock, $0.001 par value.

TABLE OF CONTENTS

PART I. Financial Information
	Item 1. Condensed Consolidated Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. Other Information
	Item 6. Exhibits and Reports on Form 8-K
Signature
EXHIBIT INDEX
EXHIBIT 10.37
EXHIBIT 99.1
EXHIBIT 99.2

PHARMCHEM, INC.

QUARTERLY REPORT ON FORM 10-Q

INDEX

		Page
Part I.	Financial Information		3
Item 1.	Condensed Consolidated Financial Statements		3
	Condensed Consolidated Balance Sheets (unaudited) at March 31, 2003 and December 31, 2002		4
	Condensed Consolidated Statements of Operations (unaudited) for the Three Months ended March 31, 2003 and 2002		5
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three Months ended March 31, 2003 and 2002		6
	Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months ended March 31, 2003 and 2002		7
	Notes to Condensed Consolidated Financial Statements (unaudited)		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		17
Item 4.	Controls and Procedures		17
Part II.	Other Information		17
Item 6.	Exhibits and Reports on Form 8-K		17
Signature			18

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PART I. Financial Information

Item 1. Condensed Consolidated Financial Statements

     The condensed consolidated financial statements of PharmChem, Inc. (the “Company”) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in complete financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. It is suggested that the condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto for the year ended December 31, 2002 included in the Company’s Annual Report on Form 10-K.

     These financial statements have been prepared in all material respects in conformity with the standards of accounting measurements set forth in Accounting Principles Board Opinion No. 28, “Interim Financial Reporting,” and the rules and regulations as specified by the Securities and Exchange Commission and reflect all adjustments, consisting only of normal recurring adjustments which, in the opinion of management, are necessary to summarize fairly our consolidated financial position and the results of operations and cash flows for the periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

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PHARMCHEM, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except par value)

					March 31,			December 31,
					2003			2002
				ASSETS
CURRENT ASSETS:
	Cash and cash equivalents				$	2,917		$	4,213
	Accounts receivable, net of allowance for doubtful accounts of $231 and $197					3,926			3,792
	Inventory					1,152			1,318
	Prepaid expenses					396			501
		TOTAL CURRENT ASSETS				8,391			9,824
PROPERTY AND EQUIPMENT, net						11,670			12,074
OTHER ASSETS						39			40
GOODWILL, net of amortization of $1,892						729			729
		TOTAL ASSETS			$	20,829		$	22,667
			LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Revolving line of credit				$	3,129		$	3,334
	Current portion of long-term debt					2,312			2,388
	Accounts payable					2,668			2,918
	Accrued compensation					653			837
	Accrued collectors and other liabilities					1,835			2,017
		TOTAL CURRENT LIABILITIES				10,597			11,494
LONG-TERM DEBT, net of current portion						606			814
		TOTAL LIABILITIES				11,203			12,308
STOCKHOLDERS’ EQUITY:
	Common stock, $0.001 par value, 25,000 shares authorized, 5,853 shares issued and outstanding at March 31, 2003 and December 31, 2002					6			6
	Additional paid-in capital					19,589			19,589
	Accumulated deficit					(9,969	)		(9,236	)
		TOTAL STOCKHOLDERS’ EQUITY				9,626			10,359
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY					$	20,829		$	22,667

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PHARMCHEM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)

				Three Months Ended
				March 31,
				2003			2002
NET SALES				$	6,335		$	7,476
COST OF SALES					5,125			5,668
GROSS PROFIT					1,210			1,808
OPERATING EXPENSES:
	Selling, general and administrative				1,798			2,013
		Total operating expenses			1,798			2,013
LOSS FROM OPERATIONS					(588	)		(205	)
Interest expense					160			162
Other expense (income)					(15	)		25
					145			187
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES					(733	)		(392	)
BENEFIT FROM INCOME TAXES					—			(82	)
LOSS FROM CONTINUING OPERATIONS					(733	)		(310	)
DISCONTINUED OPERATIONS:
	Income from discontinued operations, net of applicable income taxes of $184				—			359
	Gain on disposition, net of applicable income taxes of $1,116				—			4,277
NET INCOME (LOSS)				$	(733	)	$	4,326
NET INCOME (LOSS) PER COMMON SHARE:
	BASIC:      Continuing operations			$	(0.13	)	$	(0.05	)
			Discontinued operations		—			0.79
			Net income (loss)	$	(0.13	)	$	0.74
	DILUTED: Continuing operations			$	(0.13	)	$	(0.05	)
			Discontinued operations		—			0.79
			Net income (loss)	$	(0.13	)	$	0.74
WEIGHTED AVERAGE SHARES OUTSTANDING:
	BASIC				5,853			5,853
	DILUTED				5,853			5,853

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PHARMCHEM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)

		Three Months Ended
		March 31,
		2003			2002
NET INCOME (LOSS)		$	(733	)	$	4,326
OTHER COMPREHENSIVE LOSS:
	Foreign currency translation		—			(53	)
	Realized foreign currency exchange loss		—			53
			—			—
COMPREHENSIVE INCOME (LOSS)		$	(733	)	$	4,326

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PHARMCHEM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

				Three Months Ended
				March 31,
				2003			2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)			$	(733	)	$	4,326
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
		Income from discontinued operations			—			(359	)
		Depreciation and amortization			560			540
		Bad debt expense			34			118
		Gain on disposition of subsidiary, net of tax			—			(4,277	)
		Gain on sale of property and equipment			(4	)		—
		Amortization of discount on subordinated debt			43			43
	Changes in operating assets and liabilities
		Accounts receivable			(168	)		309
		Inventory			166			319
		Prepaids and other current assets			106			28
		Other assets			—			2
		Accounts payable and other accrued liabilities			(616	)		(568	)
			Net cash provided by (used in) operating activities of continuing operations		(612	)		481
			Net cash provided by operating activities of discontinued operations		—			161
CASH FLOWS FROM INVESTING ACTIVITIES:
		Purchases of property and equipment			(156	)		(482	)
		Proceeds from sale of property and equipment			4			—
		Proceeds from sale of discontinued operations			—			10,000
			Net cash provided by (used in) investing activities of continuing operations		(152	)		9,518
			Net cash used in investing activities of discontinued operations		—			(40	)
CASH FLOWS FROM FINANCING ACTIVITIES:
		Principal payments on long-term debt			(327	)		(523	)
		Repayments on revolving line of credit, net of borrowings			(205	)		(542	)
			Net cash used in financing activities of continuing operations		(532	)		(1,065	)
			Net cash used in financing activities of discontinued operations		—			(1,987	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(1,296	)		7,068
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD					4,213			197
CASH AND CASH EQUIVALENTS AT END OF PERIOD				$	2,917		$	7,265

The accompanying notes are an integral part of these condensed consolidated financial statements.

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PHARMCHEM, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation, General and Business

     PharmChem, Inc. (the “Company”) is a leading independent laboratory that provides integrated drug testing services. Our customers include private and public employers, criminal justice agencies and drug treatment programs in the United States who seek to detect and deter the use of illegal drugs and alcohol. The consolidated financial statements include the accounts of PharmChem and Medscreen Limited (“Medscreen”), a United Kingdom company. Medscreen was sold on March 25, 2002 and, as a result, is presented as discontinued operations in the accompanying financial statements for all periods presented. Medscreen’s financial statements were translated based on the month-end spot rate for the balance sheets and a weighted average of the spot rates for the statements of operations.

     The accompanying condensed consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. We have made certain reclassifications to prior year amounts to conform to current year presentation. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year.

     In the first quarter of 2002, we implemented Financial Accounting Standards Board Statement No. 142 (SFAS 142), Goodwill and Other Intangible Assets. SFAS 142 requires goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS 142. This Statement further requires intangible assets with definite useful lives to be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets. As permitted by SFAS 142, we implemented the impairment provisions in the second quarter of 2002. On an ongoing basis, the amortization of goodwill noted in the Condensed Consolidated Statements of Operations was eliminated beginning January 1, 2002.

Stock Based-Compensation

     In December 2002, the Financial Accounting Standards Board issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123.” This statement amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of

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accounting for stock-based employee compensation and the effect of the method used on reported results. We continue to account for stock-based compensation using Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and have not adopted the recognition provisions of SFAS No. 123, as amended by SFAS No. 148. However, we have adopted the disclosure provisions for the current fiscal year. The exercise price of options granted under our stock option plans is equal to the market price of our stock on the date of grant. Therefore, we have not recorded compensation cost under APB No. 25.

     We continue to apply APB No. 25 in accounting for our stock-based compensation plans. Accordingly, no compensation cost has been recorded in the consolidated statements of operations for the stock option plans. If we had determined compensation cost for all of our stock based compensation plans in accordance with the fair value method prescribed by SFAS No. 123, our proforma net income (loss) and income (loss) per share for the three months ended March 31 would have been as follows (in thousands, except per share amounts):

	2003			2002
Net income (loss), as reported	$	(733	)	$	4,326
Stock-based employee compensation expense, net of related tax effects		(34	)		(28	)
Net income (loss), pro forma	$	(767	)	$	4,298
Basic income (loss) per share, as reported	$	(0.13	)	$	0.74
Basic income (loss) per share, pro forma	$	(0.13	)	$	0.74
Diluted income (loss) per share, as reported	$	(0.13	)	$	0.74
Diluted income (loss) per share, pro forma	$	(0.13	)	$	0.74

2. Discontinued Operations

     On March 25, 2002, we completed the sale of Medscreen for approximately $10.0 million. In connection with the sale, Medscreen’s two loan facilities totaling approximately $1,663,000 were fully repaid. Closing and other settlement costs totaled approximately $324,000 and approximately $929,000 was used to repay a portion of our revolving line of credit. In April 2002, we fully repaid the term loan ($989,000) with our primary bank.

     Net sales of the discontinued operations were $1,786,000 for the three months ended March 31, 2002. We recorded a gain on the sale of Medscreen of $4,277,000, or $0.73 per share.

3. Net Income (Loss) per Share

     We compute and disclose our income (loss) per share in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share,” which requires the presentation of basic and diluted income per share. Basic income (loss) per share is calculated using the weighted average number of common shares outstanding during the period. Diluted income per share is calculated using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares represent shares issuable upon the exercise of outstanding options and warrants and are calculated using the treasury stock method.

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     Options and warrants to purchase 1,155,000 and 1,132,000 shares of our common stock for the three months ended March 31, 2003 and 2002, respectively, were not included in the computation of diluted income per share because their effect would have been anti-dilutive.

4. Inventory

     Inventory includes laboratory materials, collection materials and products and is stated at the lower of cost or market. Cost is determined using standard costs, including freight, that approximate actual costs on a first-in, first-out basis. Inventory consisted of the following at March 31, 2003 and December 31, 2002 (in thousands):

	2003		2002
Laboratory materials	$	185	$	225
Collection materials		521		542
Products		446		551
	$	1,152	$	1,318

5. Debt

     Our debt at March 31, 2003 and December 31, 2002 consisted of the following (in thousands):

	2003			2002
Revolving line of credit	$	3,129		$	3,334
Subordinated debt, net of discount of $86 and $129 at March 31, 2003 and December 31, 2002, respectively, due September, 2003		1,414			1,371
Obligations under capitalized leases, due in monthly installments through 2005, secured by laboratory equipment, office equipment and computer software, interest rates ranging from 8% to 9%		1,504			1,831
		6,047			6,536
Less: current portion and revolving line of credit		(5,441	)		(5,722	)
Long-term portion	$	606		$	814

          On July 31, 2002, the Company entered into a Second Amended and Restated Loan and Security Agreement (the “Agreement”) with its principal lender whereby the line of credit is $4,250,000, the maturity date is June 30, 2003, interest is at the prime rate plus one-half percent (4.75% as of March 31, 2003), and the annual fee is 0.10% of the credit line, payable quarterly. The July 31, 2002 Agreement permits borrowings on eligible receivables up to 85% thereof and is secured by a lien on a significant portion of our assets. It also permits up to $2,000,000 of the revolving line of credit to be used to repurchase our common stock under our common stock repurchase program and permits the declaration and distribution of a dividend in connection with our stockholder rights plan.

     As of March 31, 2003, the calculated maximum that could be borrowed and the amount outstanding were $3,164,643 and $3,129,147 respectively. We were in compliance with all covenants as of March 31, 2003, except for the 2003 profitability covenant for which we are discussing a waiver from the lender. In addition, the Company is currently negotiating a new line of credit to replace its existing credit agreement.

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6. Restructuring Charge

     During the second quarter of 2001, our Board of Directors approved a plan to close our Menlo Park, California corporate headquarters, main laboratory and distribution center and relocate these operations to Texas. These expenses were accrued and recorded in continuing operations for the three months ended June 30, 2001. Detail of the payment activity and ending accrual balance related to the restructuring is presented in the following table (in thousands):

		Accrual					Accrual
		As of		2003			As of
		December 31, 2002		Payments			March 31, 2003
Severance and related benefits		$	26	$	(2	)	$	24
Clean-up and remediation			171		(3	)		168
Repairs			9		—			9
Legal and other			28		—			28
	Total	$	234	$	(5	)	$	229

     The restructuring plan was designed to provide for costs associated with leaving our facilities in Menlo Park, California. The restructuring expenses represent estimated and actual costs related to workforce reductions, clean-up, repairs and legal services. As part of the workforce reduction, we recorded severance and related fringe benefits costs for approximately 160 employees from operations and administration, of which 157 employees were terminated as of March 31, 2003. The clean-up and remediation includes removal of a previously unknown storage vault and potential restoration of the facility per the lease agreement. Repairs expense includes sewer line repair or replacement as contractually provided for in the lease agreement. The accrual balance of $229,000 is classified as a component in “Accrued collectors and other liabilities” on the balance sheet. Costs for relocation were expensed as incurred.

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     On September 19, 2002, the Company’s attorneys received a letter from counsel for the landlord of the Company’s former Menlo Park, California facility claiming damages in the amount of $4.7 million. This amount is based primarily on the landlord’s claim for lost and reduced rent arising from the Company’s alleged failure to vacate the Menlo Park premises timely under the terms of the lease. On April 30, 2003, the Company’s attorneys received a second letter together with a draft complaint from the landlord’s counsel reiterating these allegations and requesting that the parties meet and confer to resolve the matter; otherwise the complaint will be filed. The Company and its counsel are continuing to review the details of this claim and the Company will defend itself vigorously.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

     “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which are subject to the “safe harbor” created by these Sections. Our actual future results could differ materially from those projected in the forward-looking statements. Some factors which could cause future actual results to differ materially from our recent results and those projected in the forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2002. We assume no obligation to update the forward-looking statements or such factors.

Recent Events

     The Company has not been in compliance with the $1.00 minimum bid price as required for listing on the Nasdaq SmallCap Market. The Company has since been granted a waiver until July 7, 2003 to comply with this rule. In addition,–the Company’s common stock has not maintained a minimum market value of publicly held shares of $1 million as required for inclusion by Marketplace Rule 4310(c)(7). The Company has until May 21, 2003 to attain this minimum for ten consecutive trading days. Otherwise, the Company’s securities will be delisted. At that time, the Company may appeal to a Listing Qualifications Panel.

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Critical Accounting Policies and Estimates

     The discussion and analysis of our financial condition and results of operations are based upon PharmChem’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to bad debts, inventories, goodwill, restructuring accruals, contingencies, revenue recognition, specimen collector accruals and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

     PharmChem believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the consolidated financial statements. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We estimate the quantity and value of our unused specimen collection kit inventory existing at our customer and contract specimen collector field locations using a model that considers actual shipments to these locations, specimens returned to our laboratory for processing, replacement costs and estimates of shrinkage. If the estimated value of this inventory decreases beyond our expectations of recovery, additional inventory write-downs may be required.

     Continued adverse changes in market conditions or poor operating results of our operations could result in additional losses or an inability to recover the carrying value of the related goodwill, thereby possibly requiring an impairment charge in the future. Revenue is recognized upon the communication of results from laboratory analysis of specimens submitted by our customers, at the time of shipment for products and at the completion of rendered services. We accrue expected payments to specimen collectors who perform specimen collection services on behalf of our managed customers. The specimen collector accrual calculation is based on a combination of our reporting of results from laboratory analysis of specimens and cost information maintained in our internal systems for each specimen collector. We include in the accrual estimates of retroactive rate increases and services performed but not reported to customers.

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Results of Operations

     Refer to Note 2, “Discontinued Operations”, to the accompanying Notes to Condensed Consolidated Financial Statements for further information on the sale of Medscreen in March 2002. The following table sets forth for the periods indicated certain financial data (dollars in thousands):

			Three Months Ended March 31,
			2003			2002			2003			2002
			(As a percentage of sales)
NET SALES:
	Workplace employers analysis		$	1,704		$	2,240			26.9	%		30.0	%
	Criminal justice agencies analysis			3,272			3,888			51.7			52.0
	Drug rehabilitation programs analysis			81			45			1.3			0.6
	Products and other			1,278			1,303			20.1			17.4
		Total net sales		6,335			7,476			100.0			100.0
COST OF SALES				5,125			5,668			80.9			75.8
GROSS PROFIT				1,210			1,808			19.1			24.2
OPERATING EXPENSES:
	Selling, general and administrative			1,798			2,013			28.4			26.9
		Total operating expenses		1,798			2,013			28.4			26.9
LOSS FROM CONTINUING OPERATIONS
	BEFORE INCOME TAXES			(588	)		(205	)		(9.3	)		(2.7	)
OTHER EXPENSE, net				145			187			2.3			2.5
BENEFIT FROM INCOME TAXES				—			(82	)		—			(1.1	)
LOSS FROM CONTINUING OPERATIONS				(733	)		(310	)		(11.6	)		(4.1	)
DISCONTINUED OPERATIONS:
	Income from discontinued operations, net of applicable income taxes			—			359			—			4.8
	Gain on sale of disposition, net of applicable income taxes			—			4,277			—			57.2
NET INCOME (LOSS)			$	(733	)	$	4,326			(11.6	)%		57.9	%

     Net sales for the three months ended March 31, 2003 were $6,335,000, a decrease of $1,141,000 (15.3%) from last year’s first quarter sales of $7,476,000. In this year’s first quarter, laboratory specimen volume fell by 20.8% from the same period a year ago. Overall, laboratory analysis sales were down by $1,116,000 (18.1%), with workplace lower by $536,000 (23.9%) and criminal justice by $616,000 (15.8%). The continued slowdown in pre-employment testing by workplace customers, resulting from the stagnant economy, and a drop in most governmental testing due to budgetary constraints, have both adversely impacted the Company’s revenues. The lower specimen volume was also affected by severe weather in the east and midwest. Product and other sales were down by only $25,000 (1.9%) from the same period last year. Average selling prices for laboratory analyses were up in all customer categories, primarily due to a change of customer mix.

     Cost of sales for the three months ended March 31, 2003 was $5,125,000 (80.9% of net sales), a decrease of $543,000 (9.6%) from last year’s first quarter cost of sales of $5,668,000 (75.8% of net sales). Decreases in labor, inventory usages, transportation and collection service fees were in line with the

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decreased number of specimens processed in the first quarter. Fixed costs increased by $143,000, caused mainly by an increase in depreciation expense on newly developed software and higher business insurance expense. Accordingly, gross profit as a percentage of sales decreased to 19.1% from 24.2% in the prior year.

     Selling, General & Administrative (SG&A) expenses for the three months ended March 31, 2003 decreased $215,000 (10.7%) to $1,798,000 in 2003 from $2,013,000 in 2002. Sales and marketing expense was lower by $179,000, consisting of lower bad debt expense of $83,000, lower payroll cost of $60,000 and reduced spending on promotions and advertising. Research and development costs were lower by $38,000 in the first quarter as compared to last year.

     Discontinued Operations for the three months ended March 31, 2002 generated income of $359,000, or $0.06 per diluted share. There were no discontinued operations in the first quarter of 2003.

     Net loss from continuing operations for the three months ended March 31, 2003 was $733,000 or $0.13 per share compared to a net loss of $310,000 or $0.05 per share in 2002. The net income in 2002, after the inclusion of income from discontinued operations, was $4,326,000, or $0.74 per share. The gain on the sale of Medscreen was $4,277,000, net of tax effect of $1,116,000.

Liquidity and Capital Resources

     Our continuing operations during the three-month periods ended March 31 used cash of $612,000 and provided cash of $481,000 in 2003 and 2002, respectively. The decrease in cash flow from operations between 2003 and 2002 reflects a larger loss from continuing operations in 2003. Days sales outstanding at the end of the first quarter 2003 was 58 days compared to 64 days at the end of March 2002. Decreases in accounts payable and related accruals in the first quarter of both years reflect the declining business volume and ongoing cost containment measures. As of March 31, 2003, we had $2,417,000 in unrestricted cash and cash equivalents, and $500,000 in restricted cash. During the three months ended March 31, 2003, we used approximately $156,000 in cash to purchase property and equipment, principally for information systems development.

     On July 31, 2002, the Company entered into a Second Amended and Restated Loan and Security Agreement (the “Agreement”) with its principal lender whereby the line of credit is $4,250,000, the maturity date is June 30, 2003, interest is at the prime rate plus one-half percent (4.75% as of March 31, 2003), and the annual fee is 0.10% of the credit line, payable quarterly. The July 31, 2002 Agreement permits borrowings on eligible receivables up to 85% thereof and is secured by a lien on a significant portion of our assets. It permits up to $2,000,000 of the revolving line of credit to be used to repurchase our common stock under our common stock repurchase program and permits the declaration and distribution of a dividend in connection with our stockholder rights plan.

     As of March 31, 2003, the calculated maximum that could be borrowed was $3,164,643 and the amount outstanding was $3,129,147. We were in compliance with all covenants as of March 31, 2003, except for the 2003 profitability covenant for which we are discussing a waiver from the lender. In addition, the Company is currently negotiating a new line of credit to replace its existing credit agreement.

15

     We anticipate the existing cash balances, amounts available under existing and future credit agreements and funds to be generated from future operations will be sufficient to fund operations and forecasted capital expenditures for the next twelve months.

Impact of Recent Accounting Pronouncements

     In June 2001, the FASB issued Statement No. 143 (SFAS 143), “Accounting for Asset Retirement Obligations.” SFAS 143 requires liability recognition for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. We adopted the provisions of SFAS 143 effective January 1, 2003. The adoption of this standard did not have a material effect on our consolidated financial position or results of operations.

     In November 2002, the FASB issued FASB Interpretation No. 45 (FIN45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of certain guarantees. FIN 45 also requires disclosure about certain guarantees that an entity has issued. The Company has implemented the disclosure requirements required by FIN 45, which were effective for fiscal years ending after December 15, 2002. The Company will apply the recognition provisions of FIN 45 prospectively to guarantees issued after December 31, 2002. The Company does not expect FIN 45 to have a material effect on its financial condition and results of operations.

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     We are subject to market risk with respect to our debt outstanding. Our revolving credit agreement carries interest at the prime rate plus 0.50%. As the prime rate increases, we will incur higher relative interest expense and similarly, a decrease in the prime rate will reduce relative interest expense. A 1.0% change in the prime rate would not materially change interest expense assuming levels of debt consistent with historical amounts. The market risks are not considered significant and, therefore, we do not intend to engage in significant hedging transactions.

Item 4. Controls and Procedures

     Within the 90 days prior to the date of this report, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our periodic SEC filings. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K

(a)      Exhibits:

10.37	- -	Amended PharmChem, Inc. 401 (k) Plan.
99.1	- -	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	- -	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K:

           Press release reporting 2002 financial results issued on Form 8-K, dated March 20, 2003.

17

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	PharmChem, Inc.
	(Registrant)
Date: May 14, 2003	By:	/s/ David A. Lattanzio
	David A. Lattanzio
	Chief Financial Officer and Vice President,
	Finance and Administration
	(Principal Financial and Accounting Officer)

18

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Joseph W. Halligan, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of PharmChem, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: May 14, 2003
	/s/ Joseph W. Halligan
	Joseph W. Halligan
	President and Chief Executive Officer

19

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, David A. Lattanzio, certify that:

1.     I have reviewed this quarterly report on Form 10-Q of PharmChem, Inc.;

2.     Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.     The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.     The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.     The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: May 14, 2003
	/s/ David A. Lattanzio
	David A. Lattanzio
	Vice President and Chief Financial Officer

20

EXHIBIT INDEX

Exhibit
Number		Description
10.37	- -	Amended PharmChem, Inc. 401 (k) Plan.
99.1	- -	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2	- -	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.37 3 f89587exv10w37.txt EXHIBIT 10.37 EXHIBIT 10.37 THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN) A FIDELITY PROTOTYPE PLAN NON-STANDARDIZED ADOPTION AGREEMENT NO. 001 FOR USE WITH FIDELITY BASIC PLAN DOCUMENT NO. 02 Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. ADOPTION AGREEMENT ARTICLE 1 NON-STANDARDIZED PROFIT SHARING/401(K) PLAN 1.01 PLAN INFORMATION (a) NAME OF PLAN: This is the PharmChem, Inc. 401(k) (the "Plan") (b) TYPE OF PLAN: (1) [ ] 401(k) Only (2) [X] 401(k) and Profit Sharing (3) [ ] Profit Sharing Only (c) ADMINISTRATOR NAME (IF NOT THE EMPLOYER): ______________________________________________________________ Address: ___________________________________ ___________________________________ Telephone Number: ___________________________________ The Administrator is the agent for service of legal process for the Plan. (d) PLAN YEAR END (month/day): 12/31 (e) THREE DIGIT PLAN NUMBER: 002 (f) LIMITATION YEAR (check one): (1) [ ] Calendar Year (2) [X] Plan Year (3) [ ] Other: (g) PLAN STATUS (check appropriate box(es)): (1) [ ] New Plan Effective Date: (2) [X] Amendment Effective Date: 4/1/2003 This is (check one): Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 1 (A) [X] an amendment and restatement of a Basic Plan Document No. 02 Adoption Agreement previously executed by the Employer; or (B) [ ] a conversion to a Basic Plan Document No. 02 Adoption Agreement. The original effective date of the Plan: 4/1/1975 (3) [X] This is an amendment and restatement of the Plan and the Plan was not amended prior to the effective date specified in Subsection 1.01(g)(2) above to comply with the requirements of the Acts specified in the Snap Off Addendum to the Adoption Agreement. The provisions specified in the Snap Off Addendum are effective as of the dates specified in the Snap Off Addendum, which dates may be prior to the Amendment Effective Date. Please read and complete, if necessary, the Snap Off Addendum to the Adoption Agreement. (4) [ ] SPECIAL EFFECTIVE DATES - Certain provisions of the Plan shall be effective as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their effective dates. (5) [ ] PLAN MERGER EFFECTIVE DATES. Certain plan(s) were merged into the Plan and certain provisions of the Plan are effective with respect to the merged plan(s) as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the plan(s) that have merged into the Plan and the effective date(s) of such merger(s). 1.02 EMPLOYER (a) EMPLOYER NAME: PharmChem, Inc. Address: 4600 North Beach Street Haltom City, TX 76137 Contact's Name: Ms. Tammy Reynolds Telephone Number: (817) 605-4810 (1) Employer's Tax Identification Number: 77-0187280 (2) Employer's fiscal year end: 12/31 (3) Date business commenced: 7/15/1971 (b) THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (AS DEFINED IN SUBSECTION 2.01(rr)) (list each participating Related Employer and its Employer Tax Identification Number): Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 2 1.03 TRUSTEE (a) TRUSTEE NAME: Fidelity Management Trust Company Address: 82 Devonshire Street Boston, MA 02109 1.04 COVERAGE ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE TO PARTICIPATE IN THE PLAN: (a) AGE REQUIREMENT (check one): (1) [ ] no age requirement. (2) [X] must have attained age: 18.0 (NOT TO EXCEED 21). (b) ELIGIBILITY SERVICE REQUIREMENT (1) ELIGIBILITY TO PARTICIPATE IN PLAN (check one): (A) [ ] no Eligibility Service requirement. (B) [X] 3 (NOT TO EXCEED 11) months of Eligibility Service requirement (no minimum number Hours of Service can be required). (C) [ ] one year of Eligibility Service requirement (at least 1,000 Hours of Service are required during the Eligibility Computation Period). (D) [ ] two years of Eligibility Service requirement (at least 1,000 Hours of Service are required during each Eligibility Computation Period). (DO NOT SELECT IF OPTION 1.01(b)(1), 401(k)ONLY, IS CHECKED, UNLESS A DIFFERENT ELIGIBILITY SERVICE REQUIREMENT APPLIES TO DEFERRAL CONTRIBUTIONS UNDER OPTION 1.04(b)(2).) NOTE: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 3 (2) [ ] SPECIAL ELIGIBILITY SERVICE REQUIREMENT FOR DEFERRAL CONTRIBUTIONS AND/OR MATCHING EMPLOYER CONTRIBUTIONS: (A) The special Eligibility Service requirement applies to (check the appropriate box(es)): (i) [ ] Deferral Contributions. (ii) [ ] Matching Employer Contributions. (B) The special Eligibility Service requirement is:__________(Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above). (c) ELIGIBLE CLASS OF EMPLOYEES (check one): NOTE: The Plan may not cover employees who are residents of Puerto Rico. These employees are automatically excluded from the eligible class, regardless of the Employer's selection under this Subsection 1.04(c). (1) [ ] includes all Employees of the Employer. (2) [X] includes all Employees of the Employer except for (check the appropriate box(es)): (A) [X] employees covered by a collective bargaining agreement. (B) [ ] Highly Compensated Employees as defined in Code Section 414(q). (C) [X] Leased Employees as defined in Subsection 2.01(cc). (D) [X] nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income. (E) [ ] other: NOTE: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plan's satisfaction of the minimum coverage requirements, as provided in Code Section 410(b). Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 4 (d) THE ENTRY DATES SHALL BE (check one): (1) [ ] immediate upon meeting the eligibility requirements specified in Subsections 1.04(a), (b), and (c). (2) [ ] the first day of each Plan Year and the first day of the seventh month of each Plan Year. (3) [ ] the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year. (4) [X] the first day of each month. (5) [ ] the first day of each Plan Year. (DO NOT SELECT IF THERE IS AN ELIGIBILITY SERVICE REQUIREMENT OF MORE THAN SIX MONTHS IN SUBSECTION 1.04(b) OR IF THERE IS AN AGE REQUIREMENT OF MORE THAN 20 1/2 IN SUBSECTION 1.04(a).) (e) [ ] SPECIAL ENTRY DATE(S) - In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (SPECIAL ENTRY DATES MAY ONLY BE SELECTED IF OPTION 1.04(b)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT, IS CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME ELIGIBILITY SERVICE REQUIREMENTS.) (1) The special Entry Date(s) shall apply to (check the appropriate box(es)): (A) [ ] Deferral Contributions. (B) [ ] Matching Employer Contributions. (2) The special Entry Date(s) shall be: _________ (Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above). (f) DATE OF INITIAL PARTICIPATION - An Employee shall become a Participant unless excluded by Subsection 1.04(c) above on the Entry Date immediately following the date the Employee completes the service and age requirement(s) in Subsections 1.04(a) and (b), if any, except (check one): (1) [X] no exceptions. (2) [ ] Employees employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date. (3) [ ] Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 5 1.05 COMPENSATION COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS DEFINED IN SECTION 5.02, MODIFIED AS PROVIDED BELOW. (a) COMPENSATION EXCLUSIONS: Compensation shall exclude the item(s) listed below for purposes of determining Deferral Contributions, Employee Contributions, if any, and Qualified Nonelective Employer Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer Contributions. Unless otherwise indicated in Subsection 1.05(b), these exclusions shall also apply in determining all other Employer-provided contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and (6) may not be elected with respect to Deferral Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): (1) [ ] No exclusions. (2) [ ] Overtime Pay. (3) [ ] Bonuses. (4) [ ] Commissions. (5) [X] The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable income. (6) [ ] Severance Pay. (b) SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING EMPLOYER- PROVIDED CONTRIBUTIONS IN ARTICLE 5 (either (1) or (2) may be selected, but not both): (1) [ ] Compensation for purposes of determining Matching, Qualified Matching, and Nonelective Employer Contributions shall exclude: _________ (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.) (2) [ ] Compensation for purposes of determining Nonelective Employer Contributions only shall exclude: _________ (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.) NOTE: If the Employer selects Option (2), (3), (4), (5), or (6) with respect to Nonelective Employer Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s) or 401(a)(4). These exclusions shall not apply for purposes of the "Top Heavy" requirements in Section 15.03, for allocating safe harbor Matching Employer Contributions if Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective Employer Contributions if Subsection 1.11(a)(3) is selected, or for allocating non-safe harbor Nonelective Employer Contributions if the Integrated Formula is elected in Subsection 1.11(b)(2). (c) COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION - Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee's Compensation (check one): (1) [ ] for the entire Plan Year. (2) [X] for the portion of the Plan Year in which the Employee is eligible to participate in the Plan. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 6 NOTE: If the initial Plan Year of a new Plan consists of fewer than 12 months from the Effective Date in Subsection 1.01(g)(1) through the end of the initial Plan Year, Compensation for purposes of determining the amount of contributions, other than non-safe harbor Nonelective Employer Contributions, under the Plan shall be the period from such Effective Date through the end of the initial year. However, for purposes of determining the amount of non-safe harbor Nonelective Employer Contributions and for other Plan purposes, where appropriate, the full 12-consecutive-month period ending on the last day of the initial Plan Year shall be used. 1.06 TESTING RULES (a) ADP/ACP PRESENT TESTING METHOD - The testing method for purposes of applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06 of the Plan shall be the (check one): (1) [X] CURRENT YEAR TESTING METHOD - The "ADP" or "ACP" of Highly Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated Employees for the same Plan Year. (MUST CHOOSE IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) (2) [ ] PRIOR YEAR TESTING METHOD - The "ADP" or "ACP" of Highly Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated Employees for the immediately preceding Plan Year. (DO NOT CHOOSE IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) (3) [ ] Not applicable. (ONLY IF OPTION 1.01(b)(3), PROFIT SHARING ONLY, IS CHECKED OR OPTION 1.04(c)(2)(B), EXCLUDING ALL HIGHLY COMPENSATED EMPLOYEES FROM THE ELIGIBLE CLASS OF EMPLOYEES, IS CHECKED.) NOTE: Restrictions apply on elections to change testing methods that are made after the end of the GUST remedial amendment period. (b) FIRST YEAR TESTING METHOD - If the first Plan Year that the Plan, other than a successor plan, permits Deferral Contributions or provides for either Employee or Matching Employer Contributions, occurs on or after the Effective Date specified in Subsection 1.01(g), the "ADP" and/or "ACP" test for such first Plan Year shall be applied using the actual "ADP" and/or "ACP" of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below. (1) [ ] The "ADP" and/or "ACP" test for the first Plan Year that the Plan permits Deferral Contributions or provides for either Employee or Matching Employer Contributions shall be applied assuming a 3% "ADP" and/or "ACP" for Non-Highly Compensated Employees. (DO NOT CHOOSE UNLESS PLAN USES PRIOR YEAR TESTING METHOD DESCRIBED IN SUBSECTION 1.06(a)(2).) (c) HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for purposes of determining which Employees are Highly Compensated Employees shall be the 12-consecutive-month period preceding the Plan Year, unless otherwise provided below. (1) [ ] CALENDAR YEAR DETERMINATION - The look back year shall be the calendar year beginning within the preceding Plan Year. (DO NOT CHOOSE IF THE PLAN YEAR IS THE CALENDAR YEAR.) Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 7 (d) HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees, unless Top Paid Group Election below is checked. (1) [X] TOP PAID GROUP ELECTION - Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees only if they are in the top paid group (the top 20% of Employees ranked by Compensation). NOTE: Effective for determination years beginning on or after January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply consistently to all retirement plans of the Employer for determination years that begin with or within the same calendar year (except that Option 1.06(c)(1), Calendar Year Determination, shall not apply to calendar year plans). 1.07 DEFERRAL CONTRIBUTIONS (a) [X] DEFERRAL CONTRIBUTIONS - Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k). (1) REGULAR CONTRIBUTIONS - The Employer shall make a Deferral Contribution in accordance with Section 5.03 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question, not to exceed 60% of Compensation for that period. NOTE: For Limitation Years beginning prior to 2002, the percentage elected above must be less than 25% in order to satisfy the limitation on annual additions under Code Section 415 if other types of contributions are provided under the Plan. (A) [ ] Instead of specifying a percentage of Compensation, a Participant's salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 1.07(a)(1) above. (B) A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage (check one): (i) [ ] as of the beginning of each payroll period. (ii) [ ] as of the first day of each month. (iii) [X] as of the next Entry Date. (DO NOT SELECT IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT TO DEFERRAL CONTRIBUTIONS IN SUBSECTION 1.04(d) OR 1.04(e).) (iv) [ ] other. (Specify, but must be at least once per Plan Year) Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 8 NOTE: Notwithstanding the Employer's election hereunder, if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.10. (C) A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one): (i) [ ] the first day of the next Plan Year. (ii) [X] any subsequent Entry Date. (DO NOT SELECT IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT TO DEFERRAL CONTRIBUTIONS IN SUBSECTION 1.04(d) OR 1.04(e).) (iii) [ ] other. (Specify, but must be at least once per Plan Year) (2) [X] ADDITIONAL DEFERRAL CONTRIBUTIONS - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their Compensation for the payroll period(s) designated by the Employer. (3) [X] BONUS CONTRIBUTIONS - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and non-discriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted. NOTE: A Participant's contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP" test for the year, the Administrator may reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount objectively determined by the Administrator to be necessary to satisfy the "ADP" and/or "ACP" test. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 9 1.08 EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS) (a) [ ] EMPLOYEE CONTRIBUTIONS - Either (1) Participants will be permitted to contribute amounts to the Plan on an after-tax basis or (2) the Employer maintains frozen Employee Contributions Accounts (check one): (1) [ ] FUTURE EMPLOYEE CONTRIBUTIONS - Participants may make voluntary, non-deductible, after-tax Employee Contributions pursuant to Section 5.04 of the Plan. (ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED.) (2) [ ] FROZEN EMPLOYEE CONTRIBUTIONS - Participants may not currently make after-tax Employee Contributions to the Plan, but the Employer does maintain frozen Employee Contributions Accounts. 1.09 QUALIFIED NONELECTIVE CONTRIBUTIONS (a) QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option 1.07(a), Deferral Contributions, is checked, the Employer may contribute an amount which it designates as a Qualified Nonelective Employer Contribution to be included in the "ADP" or "ACP" test. Unless otherwise provided below, Qualified Nonelective Employer Contributions shall be allocated to Participants who were eligible to participate in the Plan at any time during the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio which each Participant's "testing compensation", as defined in Subsection 6.01(t), for the Plan Year bears to the total of all Participants' "testing compensation" for the Plan Year or (B) as a flat dollar amount. (1) [ ] Qualified Nonelective Employer Contributions shall be allocated to Participants as a percentage of the lowest paid Participant's "testing compensation", as defined in Subsection 6.01(t), for the Plan Year up to the lower of (A) the maximum amount contributable under the Plan or (B) the amount necessary to satisfy the "ADP" or "ACP" test. If any Qualified Nonelective Employer Contribution remains, allocation shall continue in the same manner to the next lowest paid Participants until the Qualified Nonelective Employer Contribution is exhausted. 1.10 MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED) (a) [X] BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one): (1) [X] NON-DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The Employer shall make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the following percentage of a Participant's Deferral Contributions during the Contribution Period (check (A) or (B) and, if applicable, (C)): NOTE: Effective for Plan Years beginning on or after January 1, 1999, if the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions and meets the requirements for deemed satisfaction of the "ADP" test in Section 6.10 for a Plan Year, the Plan will also be deemed to satisfy the "ACP" test for such Plan Year with respect to Matching Employer Contributions if Matching Employer Contributions hereunder meet the requirements in Section 6.11. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 10 (A) [X] Single Percentage Match: 10% (B) [ ] Tiered Match: _________% of the first _________% of the Active Participant's Compensation contributed to the Plan, _________% of the next __________% of the Active Participant's Compensation contributed to the Plan, _________% of the next ___________% of the Active Participant's Compensation contributed to the Plan. NOTE: The percentages specified above for basic Matching Employer Contributions may not increase as the percentage of Compensation contributed increases. (C) [ ] Limit on Non-Discretionary Matching Employer Contributions (check the appropriate box(es)): (i) [ ] Deferral Contributions in excess of ________ % of the Participant's Compensation for the period in question shall not be considered for non-discretionary Matching Employer Contributions. NOTE: If the Employer elected a percentage limit in (i) above and requested the Trustee to account separately for matched and unmatched Deferral Contributions made to the Plan, the non-discretionary Matching Employer Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each payroll period. (ii) [ ] Matching Employer Contributions for each Participant for each Plan Year shall be limited to $___________. (2) [ ] DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The Employer may make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the percentage declared for the Contribution Period, if any, by a Board of Directors' Resolution (or by a Letter of Intent for a sole proprietor or partnership) of the Deferral Contributions made by each Participant during the Contribution Period. The Board of Directors' Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount. (A) [ ] 4% Limitation on Discretionary Matching Employer Contributions for Deemed Satisfaction of "ACP" Test - In no event may the dollar amount of the discretionary Matching Employer Contribution made on a Participant's behalf for the Plan Year exceed 4% of the Participant's Compensation for the Plan Year. (ONLY IF OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) (3) [ ] SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS - Effective only for Plan Years beginning on or after January 1, 1999, if the Employer elects one of the safe harbor formula Options provided in the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement and provides written notice each Plan Year to all Active Participants of their rights and obligations under the Plan, the Plan shall be deemed to satisfy the "ADP" test and, under certain circumstances, the "ACP" test. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 11 (b) [X] ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS - The Employer may at Plan Year end make an additional Matching Employer Contribution equal to a percentage declared by the Employer, through a Board of Directors' Resolution (or by a Letter of Intent for a sole proprietor or partnership), of the Deferral Contributions made by each Participant during the Plan Year. (ONLY IF OPTION 1.10(a)(1) OR (3) IS checked.) The Board of Directors' Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount. (1) [ ] 4% LIMITATION ON ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS FOR DEEMED SATISFACTION OF "ACP" TEST - In no event may the dollar amount of the additional Matching Employer Contribution made on a Participant's behalf for the Plan Year exceed 4% of the Participant's Compensation for the Plan Year. (ONLY IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, above and wants to be deemed to have satisfied the "ADP" test for Plan Years beginning on or after January 1, 1999, the additional Matching Employer Contribution must meet the requirements of Section 6.10. In addition to the foregoing requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and wants to be deemed to have satisfied the "ACP" test with respect to Matching Employer Contributions for the Plan Year, the Deferral Contributions matched may not exceed the limitations in Section 6.11. (c) CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The Contribution Period for purposes of calculating the amount of basic Matching Employer Contributions described in Subsection 1.10(a) is: (1) [ ] each calendar month. (2) [ ] each Plan Year quarter. (3) [X] each Plan Year. (4) [ ] each payroll period. The Contribution Period for additional Matching Employer Contributions described in Subsection 1.10(b) is the Plan Year. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 12 (d) CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who makes Deferral Contributions during a Contribution Period shall only be entitled to receive Matching Employer Contributions under Section 1.10 for that Contribution Period if the Participant satisfies the following requirement(s) (Check the appropriate box(es). Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to basic Matching Employer Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): (1) [ ] No requirements. (2) [X] Is employed by the Employer or a Related Employer on the last day of the Contribution Period. (3) [ ] Earns at least 501 Hours of Service during the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (4) [X] Earns at least 1,000 Hours of Service during the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (5) [ ] Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (6) [ ] Is not a Highly Compensated Employee for the Plan Year. (7) [ ] Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership. (8) [X] Special continuing eligibility requirement(s) for additional Matching Employer Contributions. (ONLY IF OPTION 1.10(B), ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS, IS CHECKED.) (A) The continuing eligibility requirement(s) for additional Matching Employer Contributions is/are: (2) (4) (Fill in number of applicable eligibility requirement(s) from above.) NOTE: If Option (2), (3), (4), or (5) above is selected, then Matching Employer Contributions can only be FUNDED by the Employer AFTER the Contribution Period or Plan Year ends. Matching Employer Contributions funded during the Contribution Period or Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Contribution Period or Plan Year, as applicable, such Option shall not become effective until the first day of the next Contribution Period or Plan Year. (e) [X] QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS - Prior to making any Matching Employer Contribution hereunder (other than a safe harbor Matching Employer Contribution), the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution that may be used to satisfy the "ADP" test on Deferral Contributions and excluded in applying the "ACP" test on Employee and Matching Employer Contributions. Unless the additional eligibility requirement is selected below, Qualified Matching Employer Contributions shall be allocated to all Participants who meet the continuing eligibility requirement(s) described in Subsection 1.10(d) above for the type of Matching Employer Contribution being characterized as a Qualified Matching Employer Contribution. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 13 (1) [X] To receive an allocation of Qualified Matching Employer Contributions a Participant must also be a Non-Highly Compensated Employee for the Plan Year. NOTE: Qualified Matching Employer Contributions may not be excluded in applying the "ACP" test for a Plan Year if the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the "ADP" test is deemed satisfied under Section 6.10 for such Plan Year. 1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS NOTE: An Employer may elect both a fixed formula and a discretionary formula. If both are selected, the discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately in accordance with the allocation formula selected by the Employer. (a) [ ] FIXED FORMULA (An Employer may elect both the Safe Harbor Formula and one of the other fixed formulas. Otherwise, the Employer may only select one of the following.) (1) [ ] FIXED PERCENTAGE EMPLOYER CONTRIBUTION - For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to ______ % (NOT TO EXCEED 15% FOR PLAN YEARS BEGINNING PRIOR TO 2002 AND 25% FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1, 2002) of such Active Participant's Compensation. (2) [ ] FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION - The Employer shall contribute for each eligible Active Participant an amount equal to $_____________. The contribution amount is based on an Active Participant's service for the following period: (A) [ ] Each paid hour. (B) [ ] Each payroll period. (C) [ ] Each Plan Year. (D) [ ] Other: (3) [ ] SAFE HARBOR FORMULA - Effective only with respect to Plan Years that begin on or after January 1, 1999, the Nonelective Employer Contribution specified in the Safe Harbor Nonelective Employer Contribution Addendum is intended to satisfy the safe harbor contribution requirements under the Code such that the "ADP" test (and, under certain circumstances, the "ACP" test) is deemed satisfied. Please complete the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement. (CHOOSE ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED.) Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 14 (b) [X] DISCRETIONARY FORMULA - The Employer may decide each Plan Year whether to make a discretionary Nonelective Employer Contribution on behalf of eligible Active Participants in accordance with Section 5.10. Such contributions shall be allocated to eligible Active Participants based upon the following (check (1) or (2)): (1) [X] NON-INTEGRATED ALLOCATION FORMULA - In the ratio that each eligible Active Participant's Compensation bears to the total Compensation paid to all eligible Active Participants for the Plan Year. (2) [ ] INTEGRATED ALLOCATION FORMULA - As (A) a percentage of each eligible Active Participant's Compensation plus (B) a percentage of each eligible Active Participant's Compensation in excess of the "integration level" as defined below. The percentage of Compensation in excess of the "integration level" shall be equal to the lesser of the percentage of the Active Participant's Compensation allocated under (A) above or the "permitted disparity limit" as defined below. NOTE: An Employer that has elected the Safe Harbor formula in Subsection 1.11(a)(3) above may not take Nonelective Employer Contributions made to satisfy the safe harbor into account in applying the integrated allocation formula described above. "Integration level" means the Social Security taxable wage base for the Plan Year, unless the Employer elects a lesser amount in (A) or (B) below. (A) _________% (NOT TO EXCEED 100%) of the Social Security taxable wage base for the Plan Year, or (B) $________(NOT TO EXCEED THE SOCIAL SECURITY TAXABLE WAGE BASE). "Permitted disparity limit" means the percentage provided by the following table:

========================================================================================== IF THE "INTEGRATION LEVEL" IS AT BUT LESS THAN THE "PERMITTED LEAST ___% OF THE TAXABLE ___% OF THE DISPARITY WAGE BASE TAXABLE WAGE BASE LIMIT" IS - ------------------------------------------------------------------------------------------ 0% 20% 5.7% - ------------------------------------------------------------------------------------------ 20% 80% 4.3% - ------------------------------------------------------------------------------------------ 80% 100% 5.4% - ------------------------------------------------------------------------------------------ 100% N/A 5.7% ==========================================================================================

NOTE: An Employer who maintains any other plan that provides for Social Security Integration (permitted disparity) may not elect Option 1.11(b)(2). Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 15 (c) CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant shall only be entitled to receive Nonelective Employer Contributions for a Plan Year under this Section 1.11 if the Participant satisfies the following requirement(s) (Check the appropriate box(es) - Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to Nonelective Employer Contributions under the fixed formula if Option 1.11(a)(3), Safe Harbor Formula, is checked): (1) [ ] No requirements. (2) [X] Is employed by the Employer or a Related Employer on the last day of the Plan Year. (3) [ ] Earns at least 501 Hours of Service during the Plan Year. (4) [X] Earns at least 1,000 Hours of Service during the Plan Year. (5) [ ] Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (6) [ ] Is not a Highly Compensated Employee for the Plan Year. (7) [ ] Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership. (8) [ ] Special continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions. (ONLY IF BOTH OPTIONS 1.11(a) AND (b) ARE CHECKED.) (A) The continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions is/are: (Fill in number of applicable eligibility requirement(s) from above.) NOTE: If Option (2), (3), (4), or (5) above is selected then Nonelective Employer Contributions can only be FUNDED by the Employer AFTER the Plan Year ends. Nonelective Employer Contributions funded during the Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Plan Year, such Option shall not become effective until the first day of the next Plan Year. 1.12 EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS [X] DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY REQUIREMENTS - Active Participants who do not meet any last day or Hours of Service requirement under Subsection 1.10(d) or 1.11(c) because they become disabled, as defined in Section 1.14, retire, as provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless receive an allocation of Nonelective Employer and/or Matching Employer Contributions. No Compensation shall be imputed to Active Participants who become disabled for the period following their disability. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 16 1.13 RETIREMENT (a) THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one): (1) [ ] age 65. (2) [ ] age___________(specify between 55 and 64). (3) [X] later of age 55.0 (NOT TO EXCEED 65) or the fifth anniversary of the Participant's Employment Commencement Date. (b) [ ] THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE PARTICIPANT ATTAINS AGE (SPECIFY 55 OR GREATER) AND COMPLETES_______ YEARS OF VESTING SERVICE. NOTE: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they reach Early Retirement Age shall be 100% vested in their Accounts under the Plan. (c) [X] A PARTICIPANT WHO BECOMES DISABLED, AS DEFINED IN SECTION 1.14, IS ELIGIBLE FOR DISABILITY RETIREMENT. NOTE: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they become disabled shall be 100% vested in their Accounts under the Plan. 1.14 DEFINITION OF DISABLED A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)): (a) [ ] satisfies the requirements for benefits under the Employer's long-term disability plan. (b) [X] satisfies the requirements for Social Security disability benefits. (c) [X] is determined to be disabled by a physician approved by the Employer. 1.15 VESTING A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR MATCHING EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN SUBSECTION 1.10(a)(3) OR 1.11(a)(3), SHALL BE BASED UPON HIS YEARS OF VESTING SERVICE AND THE SCHEDULE(S) SELECTED BELOW, EXCEPT AS PROVIDED IN SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE ADOPTION AGREEMENT. (a) [ ] YEARS OF VESTING SERVICE SHALL EXCLUDE: (1) [ ] for new plans, service prior to the Effective Date as defined in Subsection 1.01(g)(1). (2) [ ] for existing plans converting from another plan document, service prior to the original Effective Date as defined in Subsection 1.01(g)(2). Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 17 (b) VESTING SCHEDULE(S) NOTE: The vesting schedule selected below applies only to Nonelective Employer Contributions and Matching Employer Contributions other than safe harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested immediately.

(1) NONELECTIVE EMPLOYER CONTRIBUTIONS (2) MATCHING EMPLOYER CONTRIBUTIONS (check one): (check one): (A) [ ] N/A - No Nonelective (A) [ ] N/A - No Matching Employer Contributions Employer Contributions (B) [ ] 100% Vesting immediately (B) [ ] 100%Vesting immediately (C) [X] 3 year cliff (see C below) (C) [X] 3 year cliff (see C below) (D) [ ] 5 year cliff (see D below) (D) [ ] 5 year cliff (see D below) (E) [ ] 6 year graduated (see E below) (E) [ ] 6 year graduated (see E below) (F) [ ] 7 year graduated (see F below) (F) [ ] 7 year graduated (see F below) (G) [ ] Other vesting (G) [ ] Other vesting (complete G1 below) (complete G2 below)

YEARS OF VESTING SERVICE APPLICABLE VESTING SCHEDULE(S) ========================================================================================================== C D E F G1 G2 ========================================================================================================== 0 0% 0% 0% 0% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 1 0% 0% 0% 0% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 2 0% 0% 20% 0% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 3 100% 0% 40% 20% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 4 100% 0% 60% 40% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 5 100% 100% 80% 60% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 6 100% 100% 100% 80% ________ % ________% - ---------------------------------------------------------------------------------------------------------- 7 or more 100% 100% 100% 100% 100% 100% ==========================================================================================================

NOTE: A schedule elected under G1 or G2 above must be at least as favorable as one of the schedules in C, D, E or F above. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 18 NOTE: If the Plan is being amended to provide a more restrictive vesting schedule, the more favorable vesting schedule shall continue to apply to Participants who are Active Participants immediately prior to the later of (1) the effective date of the amendment or (2) the date the amendment is adopted. (c) [ ] A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING SCHEDULE(S) SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS. Please complete the Vesting Schedule Addendum to the Adoption Agreement. (d) APPLICATION OF FORFEITURES - If a Participant forfeits any portion of his non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be (check one): (1) [ ] N/A - Either (A) no Matching Employer Contributions are made with respect to Deferral Contributions under the Plan and all other Employer Contributions are 100% vested when made or (B) there are no Employer Contributions under the Plan. (2) [X] applied to reduce Employer contributions. (3) [ ] allocated among the Accounts of eligible Participants in the manner provided in Section 1.11. (ONLY IF OPTION 1.11(a) OR (b) IS CHECKED.) 1.16 PREDECESSOR EMPLOYER SERVICE [ ] SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(b) AND VESTING IN SUBSECTION 1.15(b) OF THIS PLAN SHALL INCLUDE SERVICE WITH THE FOLLOWING PREDECESSOR EMPLOYER(S): 1.17 PARTICIPANT LOANS PARTICIPANT LOANS (check one): (a) [X] ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND LOAN PROCEDURES OUTLINED IN THE SERVICE AGREEMENT. (b) [ ] ARE NOT ALLOWED. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 19 1.18 IN-SERVICE WITHDRAWALS PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT UNDER THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)): (a) [X] HARDSHIP WITHDRAWALS - Hardship withdrawals from a Participant's Deferral Contributions Account shall be allowed in accordance with Section 10.05, subject to a $500 minimum amount. (b) [ ] AGE 59 1/2 - Participants shall be entitled to receive a distribution of all or any portion of the following Accounts upon attainment of age 59 1/2 (check one): (1) [ ] Deferral Contributions Account. (2) [ ] All vested account balances. (c) WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS - (1) Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with Section 10.02 at any time. (A) [ ] Employees may not make withdrawals of Employee Contributions more frequently than: ___________________________________ (2) Rollover Contributions may be withdrawn in accordance with Section 10.03 at any time. (d) [ ] PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS - Check if the Plan was converted by plan amendment or received transfer contributions from another defined contribution plan, and benefits under the other defined contribution plan were payable as (check the appropriate box(es)): (1) [ ] an in-service withdrawal of vested employer contributions maintained in a Participant's Account (check (A) and/or (B)): (A) [ ] for at least_________(24 or more) months. (i) [ ] Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions. (B) [ ] after the Participant has at least 60 months of participation. (i) [ ] Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 20 (2) [ ] another in-service withdrawal option that is a "protected benefit" under Code Section 411(d)(6) or an in-service hardship withdrawal option not otherwise described in Section 1.18(a). Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the in-service withdrawal option(s). 1.19 FORM OF DISTRIBUTIONS SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es) and, if any forms of payment selected in (b), (c) and/or (d) apply only to a specific class of Participants, complete Subsection (b) of the Forms of Payment Addendum.) (a) LUMP SUM PAYMENTS - Lump sum payments are always available under the Plan. (b) [ ] INSTALLMENT PAYMENTS - Participants may elect distribution under a systematic withdrawal plan (installments). (c) [ ] ANNUITIES (Check if the Plan is retaining any annuity form(s) of payment.) (1) An annuity form of payment is available under the Plan for the following reason(s) (check (A) and/or (B), as applicable): (A) [ ] As a result of the Plan's receipt of a transfer of assets from another defined contribution plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in Section 1.01(g)(2), benefits were previously payable in the form of an annuity that the Employer elects to continue to be offered as a form of payment under the Plan. (B) [ ] The Plan received a transfer of assets from a defined benefit plan or another defined contribution plan that was subject to the minimum funding requirements of Code Section 412 and therefore an annuity form of payment is a protected benefit under the Plan in accordance with Code Section 411(d)(6). (2) The normal form of payment under the Plan is (check (A) or (B)): (A) [ ] A lump sum payment. (i) Optional annuity forms of payment (check (I) and/or (II), as applicable). (MUST CHECK AND COMPLETE (I) IF A LIFE ANNUITY IS ONE OF THE OPTIONAL ANNUITY FORMS OF PAYMENT UNDER THE PLAN.) (I) [ ] A married Participant who elects an annuity form of payment shall receive a qualified joint and _________ % (AT LEAST 50%) survivor annuity. An unmarried Participant shall receive a single life annuity, unless a different form of payment is specified below: (II) [ ] Other annuity form(s) of payment. Please complete Subsection (a) of Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 21 the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan. (B) [ ] A life annuity (complete (i) and (ii) and check (iii) if applicable). (i) The normal form for married Participants is a qualified joint and _____ % (AT LEAST 50%) survivor annuity. The normal form for unmarried Participants is a single life annuity, unless a different annuity form is specified below: (ii) The qualified preretirement survivor annuity provided to a Participant's spouse is purchased with ______ % (AT LEAST 50%) of the Participant's Account. (iii) [ ] Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan. (d) [ ] OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of the Plan's receipt of a transfer of assets from another plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were previously payable in the following form(s) of payment not described in (a), (b) or (c) above and the Plan will continue to offer these form(s) of payment: (e) [ ] ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE SECTION 411(d)(6). Check if either (1) under the Plan terms prior to the Amendment Effective Date or (2) under the terms of another plan from which assets were transferred, benefits were payable in a form of payment that will cease to be offered after a specified date. Please complete Subsection (c) of the Forms of Payment Addendum describing the forms of payment previously available and the effective date of the elimination of the form(s) of payment. 1.20 TIMING OF DISTRIBUTIONS EXCEPT AS PROVIDED IN SUBSECTION 1.20(a) OR (b) AND THE POSTPONED DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT'S APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR. (a) REQUIRED COMMENCEMENT OF DISTRIBUTION - If a Participant does not elect to receive benefits as of an earlier date, as permitted under the Plan, distribution of a Participant's Account shall begin as of the Participant's Required Beginning Date. (b) [ ] POSTPONED DISTRIBUTIONS - Check if the Plan was converted by plan amendment from another defined contribution plan that provided for the postponement of certain distributions from the Plan to eligible Participants and the Employer wants to continue to administer the Plan using the postponed distribution provisions. Please complete the Postponed Distribution Addendum to the Adoption Agreement indicating the types of distributions that are subject to postponement and the period of postponement. NOTE: An Employer may not provide for postponement of distribution to a Participant beyond the 60th day following the close of the Plan Year in which (1) the Participant attains Normal Retirement Age under the Plan, (2) Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 22 the Participant's 10th anniversary of participation in the Plan occurs, or (3) the Participant's employment terminates, whichever is latest. 1.21 TOP HEAVY STATUS (a) THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF ARTICLE 15 (check one): (1) [ ] for each Plan Year, whether or not the Plan is a "top-heavy plan" as defined in Subsection 15.01(f). (2) [X] for each Plan Year, if any, for which the Plan is a "top-heavy plan" as defined in Subsection 15.01(f). (3) [ ] Not applicable. (CHOOSE ONLY IF PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) (b) IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING ASSUMPTIONS SHALL APPLY: (1) [ ] Interest rate:________________% per annum. (2) [ ] Mortality table:______________________. (3) [X] Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT OR (B) EMPLOYER DOES NOT MAINTAIN AND HAS NOT MAINTAINED ANY DEFINED BENEFIT PLAN DURING THE FIVE-YEAR PERIOD ENDING ON THE APPLICABLE "DETERMINATION DATE", AS DEFINED IN SUBSECTION 15.01(a).) (c) IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT LEAST 3.0 (3, 4, 5, OR 7 1/2)% OF COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION 15.03. THE MINIMUM EMPLOYER CONTRIBUTION PROVIDED IN THIS SUBSECTION 1.21(c) SHALL BE MADE UNDER THIS PLAN ONLY IF THE PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER ANOTHER QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS OTHERWISE BELOW: (1) [ ] The minimum Employer Contribution shall be paid under this Plan in any event. (2) [ ] Another method of satisfying the requirements of Code Section 416. Please complete the 416 Contribution Addendum to the Adoption Agreement describing the way in which the minimum contribution requirements will be satisfied in the event the Plan is or is treated as a "top-heavy plan". (3) [ ] Not applicable. (CHOOSE ONLY IF PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) NOTE: The minimum Employer contribution may be less than the percentage indicated in Subsection 1.21(c) above to the extent provided in Section 15.03. (d) IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE SCHEDULE(S) ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN YEAR AND EACH PLAN YEAR THEREAFTER (check one): Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 23 (1) [ ] Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN PROVIDES FOR NONELECTIVE EMPLOYER CONTRIBUTIONS AND THE SCHEDULE ELECTED IN SUBSECTION 1.15(b)(1) IS AT LEAST AS FAVORABLE IN ALL CASES AS THE SCHEDULES AVAILABLE BELOW OR (B) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) (2) [X] 100% vested after 3 (NOT IN EXCESS OF 3) years of Vesting Service. (3) [ ] Graded vesting:

============================================================================== VESTING MUST BE YEARS OF VESTING SERVICE PERCENTAGE AT LEAST - ------------------------------------------------------------------------------ 0 0% - ------------------------------------------------------------------------------ 1 0% - ------------------------------------------------------------------------------ 2 20% - ------------------------------------------------------------------------------ 3 40% - ------------------------------------------------------------------------------ 4 60% - ------------------------------------------------------------------------------ 5 80% - ------------------------------------------------------------------------------ 6 or more 100% ==============================================================================

NOTE: If the Plan provides for Nonelective Employer Contributions and the schedule elected in Subsection 1.15(b)(1) is more favorable in all cases than the schedule elected in Subsection 1.21(d) above, then the schedule in Subsection 1.15(b)(1) shall continue to apply even in Plan Years in which the Plan is a "top-heavy plan". 1.22 CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS If the Employer maintains other defined contribution plans, annual additions to a Participant's Account shall be limited as provided in Section 6.12 of the Plan to meet the requirements of Code Section 415, unless the Employer elects otherwise below and completes the 415 Correction Addendum describing the order in which annual additions shall be limited among the plans. (a) [ ] OTHER ORDER FOR LIMITING ANNUAL ADDITIONS Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 24 1.23 INVESTMENT DIRECTION INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check one): (a) [ ] in accordance with the investment directions provided to the Trustee by the Employer for allocating all Participant Accounts among the Options listed in the Service Agreement. (b) [X] in accordance with the investment directions provided to the Trustee by each Participant for allocating his entire Account among the Options listed in the Service Agreement. (c) [ ] in accordance with the investment directions provided to the Trustee by each Participant for all contribution sources in his Account, except that the following sources shall be invested in accordance with the investment directions provided by the Employer (check (1) and/or (2)): (1) [ ] Nonelective Employer Contributions (2) [ ] Matching Employer Contributions The Employer must direct the applicable sources among the same investment options made available for Participant directed sources listed in the Service Agreement. 1.24 RELIANCE ON OPINION LETTER An adopting Employer may rely on the opinion letter issued by the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401 only to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to this Plan and in Announcement 2001-77. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No. 02. The Prototype Sponsor shall inform the adopting Employer of any amendments made to the Plan or of the discontinuance or abandonment of the prototype plan document. 1.25 PROTOTYPE INFORMATION: Name of Prototype Sponsor: Fidelity Management & Research Company Address of Prototype Sponsor: 82 Devonshire Street Boston, MA 02109 Questions regarding this prototype document may be directed to the following telephone number: 1-800-343-9184. Plan Number: 40330 The CORPORATEplan for Retirement (SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 25 EXECUTION PAGE (FIDELITY'S COPY) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 13th day of January, 2003. Employer: PharmChem, Inc. By: /S/ DAVID LATTANZIO ------------------------------------------ Title: Vice President Employer: __________________________________________ By: __________________________________________ Title: __________________________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: /S/ GREGORY M. PERKINS Date: 1/21/2003 ------------------------------------ Title: Authorized Signatory Plan Number: 40330 The CORPORATEplan for Retirement (SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 26 EXECUTION PAGE (EMPLOYER'S COPY) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 13th day of January, 2003. Employer: PharmChem, Inc. By: /S/ DAVID LATTANZIO ------------------------------------------ Title: Vice President Employer: __________________________________________ By: __________________________________________ Title: __________________________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: /S/ GREGORY M. PERKINS Date: 1/21/2003 ------------------------------------ Title: Authorized Signatory Plan Number: 40330 The CORPORATEplan for Retirement (SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 27 AMENDMENT EXECUTION PAGE This page is to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to this execution page. The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended Page Effective Date - --------------------------------- ---------------------- -------------------------------- _________________________________ ______________________ ________________________________ _________________________________ ______________________ ________________________________ _________________________________ ______________________ ________________________________ _________________________________ ______________________ ________________________________ _________________________________ ______________________ ________________________________

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this_____ day of ____________,____________. Employer: __________________________ Employer: By: __________________________ By: __________________________ Title: __________________________ Title: __________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: ______________________________ Date: ______________ Title: ______________________________ Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 28 ADDENDUM RE: SPECIAL EFFECTIVE DATES FOR PLAN NAME: PharmChem, Inc. 401(k) (a) [ ] SPECIAL EFFECTIVE DATES FOR OTHER PROVISIONS - The following provisions (e.g., new eligibility requirements, new contribution formula, etc.) shall be effective as of the dates specified herein: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ (b) [ ] PLAN MERGER EFFECTIVE DATES - The following plan(s) were merged into the Plan after the Effective Date indicated in Subsection 1.01(g)(1) or (2), as applicable. The provisions of the Plan are effective with respect to the merged plan(s) as of the date(s) indicated below: (1) Name of merged plan: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 29 (2) Name of merged plan: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: (3) Name of merged plan: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: (4) Name of merged plan: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: (5) Name of merged plan: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 30 ADDENDUM RE: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FOR PLAN NAME: PharmChem, Inc. 401(k) (a) SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA NOTE: Matching Employer Contributions made under this Option must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59 1/2, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan. (1) [ ] 100% of the first 3% of the Active Participant's Compensation contributed to the Plan and 50% of the next 2% of the Active Participant's Compensation contributed to the Plan. (A) [ ] Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees. NOTE: If the Employer selects this formula and does not elect Option 1.10(b), Additional Matching Employer Contributions, Matching Employer Contributions will automatically meet the safe harbor contribution requirements for deemed satisfaction of the "ACP" test. (Employee Contributions must still be tested.) (2) [ ] Other Enhanced Match: ______ % of the first______% of the Active Participant's Compensation contributed to the plan, _______% of the next______% of the Active Participant's Compensation contributed to the plan, _______% of the next______% of the Active Participant's Compensation contributed to the plan. NOTE: To satisfy the safe harbor contribution requirement for the "ADP" test, the percentages specified above for Matching Employer Contributions may not increase as the percentage of Compensation contributed increases, and the aggregate amount of Matching Employer Contributions at such rates must at least equal the aggregate amount of Matching Employer Contributions which would be made under the percentages described in (a)(1) of this Addendum. (A) [ ] Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees. (B) [ ] The formula specified above is also intended to satisfy the safe harbor contribution requirement for deemed satisfaction of the "ACP" test with respect to Matching Employer Contributions. (Employee Contributions must still be tested.) NOTE: To satisfy the safe harbor contribution requirement for the "ACP" test, the Deferral Contributions and/or Employee Contributions matched cannot exceed 6% of a Participant's Compensation. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 31 ADDENDUM RE: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION FOR PLAN NAME: PharmChem, Inc. 401(k) (a) SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION (1) [ ] For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to _____ % (NOT LESS THAN 3% NOR MORE THAN 15%) of such Active Participant's Compensation. (2) [ ] The Employer may decide each Plan Year whether to amend the Plan by electing and completing (A) below to provide for a contribution on behalf of each eligible Active Participant in an amount equal to at least 3% of such Active Participant's Compensation. NOTE: An Employer that has selected Subsection (a)(2) above must amend the Plan by electing (A) below and completing the Amendment Execution Page no later than 30 days prior to the end of each Plan Year for which safe harbor Nonelective Employer Contributions are being made. (A) [ ] For the Plan Year beginning _____, the Employer shall contribute for each eligible Active Participant an amount equal to % (not less than 3% nor more than 15%) of such Active Participant's Compensation. NOTE: Safe harbor Nonelective Employer Contributions must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59 1/2, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan. (b) [ ] Safe harbor Nonelective Employer Contributions shall not be made on behalf of Highly Compensated Employees. (c) [ ] In conjunction with its election of the safe harbor described above, the Employer has elected to make Matching Employer Contributions under Subsection 1.10 that are intended to meet the requirements for deemed satisfaction of the "ACP" test with respect to Matching Employer Contributions. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 32 ADDENDUM RE: PROTECTED IN-SERVICE WITHDRAWALS FOR PLAN NAME: PharmChem, Inc. 401(k) (a) RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR SPECIFIED PERIOD - The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (b) RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF PARTICIPATION IN PLAN FOR 60 OR MORE MONTHS - The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(1)(B) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (c) [ ] OTHER IN-SERVICE HARDSHIP WITHDRAWAL PROVISIONS - In-service hardship withdrawals are permitted from a Participant's Deferral Contributions Account and the other sub-accounts specified below, subject to the conditions otherwise applicable to hardship withdrawals from a Participant's Deferral Contributions Account: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 33 (d) [ ] OTHER IN-SERVICE WITHDRAWAL PROVISIONS - In-service withdrawals from a Participant's Accounts specified below shall be available to Participants who satisfy the requirements also specified below: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ (1) [ ] The following restrictions apply to a Participant's Account following an in-service withdrawal made pursuant to (d) above (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 34 ADDENDUM RE: FORMS OF PAYMENT FOR PLAN NAME: PharmChem, Inc. 401(k) (a) The following optional forms of annuity will continue to be offered under the Plan: (b) The forms of payment described in Section 1.19(b), (c) and/or (d) apply to the following class(es) of Participants: NOTE: Please indicate if different classes of Participants are subject to different forms of payment. (c) The following forms of payment were previously available under the Plan but will be eliminated as of the date specified in subsection (4) below (check the applicable (box(es) and complete (4)): (1) [ ] INSTALLMENT PAYMENTS. (2) [ ] ANNUITIES. (A) [ ] The normal form of payment under the Plan was a lump sum and all optional annuity forms of payment not listed under Section 1.19(c)(2)(A)(i) are eliminated. The eliminated forms of payment include the following: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 35 (B) [ ] The normal form of payment under the Plan was a life annuity and all annuity forms of payment not listed under Section 1.19(c)(2)(B) are eliminated. (COMPLETE (i) AND (ii) AND, IF APPLICABLE, (iii).) (i) The normal form for married Participants was a qualified joint and _____ % (AT LEAST 50%) survivor annuity. The normal form for unmarried Participants was a single life annuity, unless a different form is specified below: (ii) The qualified preretirement survivor annuity provided to a Participant's spouse was purchased with _____ % (AT LEAST 50%) of the Participant's Account. (iii) The other annuity form(s) of payment previously available under the Plan included the following: (3) [ ] OTHER NON-ANNUITY FORMS OF PAYMENT. All other non-annuity forms of payment that are not listed in Section 1.19(d) but that were previously available under the Plan are eliminated. The eliminated non-annuity forms of payment include the following: (4) The form(s) of payment described in this Subsection (c) will not be offered to Participants who have an Annuity Starting Date which occurs on or after _____ (CANNOT BE EARLIER THAN SEPTEMBER 6, 2000). Notwithstanding the date entered above, the forms of payment described in this Subsection (c) will continue to be offered to Participants who have an Annuity Starting Date that occurs (1) within 90 days following the date the Employer provides affected Participants with a summary that satisfies the requirements of 29 CFR 2520.104b-3 and that notifies them of the elimination of the applicable form(s) of payment, but (2) no later than the first day of the second Plan Year following the Plan Year in which the amendment eliminating the applicable form(s) of payment is adopted. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 36 ADDENDUM RE: VESTING SCHEDULE FOR PLAN NAME: PharmChem, Inc. 401(k) (a) MORE FAVORABLE VESTING SCHEDULE (1) The following vesting schedule applies to the class of Participants described in (a)(2) below: (2) The vesting schedule specified in (a)(1) above applies to the following class of Participants: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 37 (b) [ ] ADDITIONAL VESTING SCHEDULE (1) The following vesting schedule applies to the class of Participants described in (b)(2) below: (2) The vesting schedule specified in (b)(1) above applies to the following class of Participants: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 38 ADDENDUM RE: POSTPONED DISTRIBUTIONS FOR PLAN NAME: PharmChem, Inc. 401(k) POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The types of distributions specified below to eligible Participants of their vested interests in their Accounts shall be postponed for the period also specified below: Notwithstanding the foregoing, if the Employer selected an Early Retirement Age in Subsection 1.14(b) that is the later of an attained age or completion of a specified number of years of Vesting Service, any Participant who terminates employment on or after completing the required number of years of Vesting Service, but before attaining the required age shall be eligible to commence distribution of his vested interest in his Account upon attaining the required age. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 39 ADDENDUM RE: 415 CORRECTION FOR PLAN NAME: PharmChem, Inc. 401(k) (a) OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If the Employer, or any employer required to be aggregated with the Employer under Code Section 415, maintains any other qualified defined contribution plans or any "welfare benefit fund", "individual medical account", or "simplified medical account", annual additions to such plans shall be limited as follows to meet the requirements of Code Section 415: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 40 ADDENDUM RE: 416 CONTRIBUTION FOR PLAN NAME: PharmChem, Inc. 401(k) (a) OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the Employer, or any employer required to be aggregated with the Employer under Code Section 416, maintains any other qualified defined contribution or defined benefit plans, the minimum benefit requirements of Code Section 416 shall be satisfied as follows: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 41 SNAP OFF ADDENDUM RE: EFFECTIVE DATES FOR GUST COMPLIANCE FOR PLAN NAME: PharmChem, Inc. 401(k) Notwithstanding any other provision of the Plan to the contrary, to comply with changes required by the Retirement Protection Act of 1994 ("GATT"), the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act of 1997 ("TRA `97") and the Internal Revenue Service Restructuring and Reform Act of 1998 (collectively, "GUST"), the following provisions shall apply effective as of the dates set forth below: (a) THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2): (1) HCE DETERMINATIONS HISTORY - The Plan was operated in accordance with the provisions of Subsections 1.06(a) and 1.06(b), unless otherwise provided below. (A) [ ] HCE DETERMINATIONS: LOOK BACK YEAR ELECTIONS - For the following Plan Year(s), the Plan was operated in accordance with a different look back year election as provided below: (B) [ ] HCE DETERMINATIONS: TOP PAID GROUP ELECTIONS - For the following Plan Year(s), the Plan was operated in accordance with a different top paid group election as provided below: (2) ADP/ACP TESTING METHODS HISTORY - The Plan was operated using the testing method shown in Subsection 1.06(a), unless otherwise provided below. (A) [ ] For the following Plan Years, the Plan was operated in accordance with a different method as provided below: (3) FIRST YEAR TESTING METHOD - If the first Plan Year that the Plan, other than a successor plan, permitted Deferral Contributions or provided for either Employee or Matching Employer Contributions, occurred on or after January 1, 1997 but prior to the Effective Date specified in Subsection 1.01(g)(2), the "ADP" and/or "ACP" test for such first Plan Year was applied using the actual "ADP" and/or "ACP" of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below. (A) [ ] The "ADP" and/or "ACP" test for the first Plan Year that the Plan permitted Deferral Contributions or provided for either Employee or Matching Employer Contributions was applied assuming a 3% "ADP" and/or "ACP" for Non-Highly Compensated Employees. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 42 (b) THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING DATES, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE SUBSECTION(s) (A): (1) The definition of "Required Beginning Date" in Subsection 2.01(ss) is effective January 1, 1997. (A) [ ] Later effective date applicable to the definition of Required Beginning Date in Subsection 2.01(ss): _____ (CANNOT BE LATER THAN THE JANUARY 1 FOLLOWING THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (2) The elimination of all family aggregation rules is effective for Plan Years beginning on or after January 1, 1997. (A) [ ] Later effective date applicable to elimination of family aggregation rules: (CANNOT BE LATER THAN THE FIRST DAY OF THE PLAN YEAR IN WHICH THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2) OCCURS). (3) The inclusion in Compensation for purposes of Code Section 415 of amounts excluded from gross income under a salary reduction agreement by reason of the application of Code Sections 125, 402(e)(3), 402(h), or 403(b), as provided in Subsection 6.12(d), is effective for Limitation Years beginning on or after January 1, 1998. (A) [ ] Later effective date applies to modification of definition of Compensation for Code Section 415 purposes: _____ (CANNOT BE LATER THAN THE FIRST DAY OF THE LIMITATION YEAR IN WHICH THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2) OCCURS). (4) The increase in the cash out limitation from $3,500 to $5,000 is effective the first day of the first Plan Year beginning after August 5, 1997. (A) [ ] Later effective date applies to increase in cash out limitation: _____ (CANNOT BE LATER THAN THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (5) The elimination of the "look back" requirement for mandatory cashouts with respect to Participants whose Accounts are not subject to the requirements of Section 14.04 shall be effective with respect to distributions made on or after March 22, 1999. (A) [ ] Later effective date applies to elimination of look back requirement for mandatory cashouts: _____ (CANNOT BE LATER THAN THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (6) The exclusion from the definition of "eligible rollover distribution" in Subsection 13.04(c) of hardship withdrawals of Deferral Contributions made in accordance with the provisions of Section 10.05 or the Protected In-Service Withdrawal Addendum to the Adoption Agreement is effective for distributions made on or after January 1, 1999. (A) [ ] Later effective date applies to rollover treatment of hardship withdrawals of Deferral Contributions: (CANNOT BE LATER THAN THE EARLIER OF JANUARY 1, 2000 OR THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 43 (c) THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING DATES: (1) The inclusion in Compensation of amounts excluded from gross income under a salary reduction agreement by reason of the application of Code Sections 132(f)(4) (the "132(f) Amendment"), as provided in Subsections 2.01(s) and 2.01(z) and Sections 5.02 and 15.03 is effective for Plan Years beginning on or after January 1, 2001, or, if earlier, the first day of the Plan Year in which the Plan has been operated in accordance with the 132(f) Amendment, but, in no case earlier than the first Plan Year beginning on or after January 1, 1998. The 132(f) Amendment, as provided in Subsection 6.12(d) is effective for Limitation Years beginning on or after January 1, 2001, or, if earlier, the first day of the Limitation Year in which the Plan has been operated in accordance with the 132(f) Amendment, but, in no case earlier than the first Limitation Year beginning on or after January 1, 1998. (2) The definition of "Highly Compensated Employee" in Subsection 2.01(z) is effective for Plan Years beginning on or after January 1, 1997. (3) The definition of "Leased Employee" in Subsection 2.01(cc) is effective for Plan Years beginning on or after January 1, 1997. (4) The change in the "maximum permissible amount", as defined in Subsection 6.01(r), to $30,000 adjusted for cost of living increases, is effective for Limitation Years beginning on or after January 1, 1995. (5) The rules for applying the "ADP" test, described in Section 6.03, and the "ACP" test, described in Section 6.06 are effective for Plan Years beginning on or after January 1, 1997. (6) The rules for allocating and distributing "excess contributions", as provided in Section 6.04, and the rules for allocation, distribution and forfeiture of "excess aggregate contributions", as provided in Section 6.07 are effective for Plan Years beginning on or after January 1, 1997. (7) The 4% limitation on discretionary matching employer contributions in the event the Plan is intended to satisfy the safe harbor contribution requirements under the Code such that the "ADP" test (and, if applicable, the "ACP" test) is deemed satisfied is effective only for Plan Years beginning on or after January 1, 2000. (8) The provisions of Section 18.03, regarding the Code Section 401(a)(13)(C) and (D) exceptions to the nonalienability of benefits rules, apply to judgments, orders, and decrees issued and settlement agreements entered into on or after August 5, 1997. (9) The provisions of Section 18.07, regarding veterans reemployment rights, are effective December 12, 1994. (d) FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT, EXCEPT AS OTHERWISE PROVIDED BELOW: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 44 (e) FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO THE PLAN DURING THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO THE EXTENT ANY SUCH MERGED PLAN IS AMENDED TO PROVIDE OTHERWISE OR AS PROVIDED BELOW: Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 45 THE CORPORATEPLAN FOR RETIREMENT (SM) (PROFIT SHARING/401(K) PLAN) ADDENDUM TO ADOPTION AGREEMENT FIDELITY BASIC PLAN DOCUMENT NO. 02 RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA") AMENDMENTS FOR PLAN NAME: PHARMCHEM, INC. 401(K) PREAMBLE ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided below, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001. SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment. (a) CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2) below to indicate whether eligible Participants age 50 or older by the end of a calendar year will be permitted to make catch-up contributions to the Plan, as described in Section 5.03(b)(1): (1) [X] Catch-up contributions shall apply effective January 1, 2002, unless a later effective date is specified herein, _____. (2) [ ] Catch-up contributions shall not apply. NOTE: The Employer must NOT select (a)(1) above unless all plans of all employers treated, with the Employer, as a single employer under subsections (b), (c), (m), or (o) of Code Section 414 also permit catch up contributions (except a plan maintained by the Employer that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4) and IRS guidance issued thereunder. The effective date applicable to catch-up contributions must likewise be consistent among all plans described immediately above, to the extent required in Code Section 414(v)(4) and IRS guidance issued thereunder. (b) PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP CONTRIBUTIONS. This Section (b) is inapplicable if the Plan converted to this Fidelity document from any other document effective after April 1, 2002. For Plans that permit catch-up contributions beginning on or before April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described in Section 5.03(b)(2) shall apply beginning April 1, 2002, unless (b)(1) or (b)(2) is selected below. For Plans that permit catch up contributions beginning after April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out in Section 1.07(a)(1) shall continue to apply unless and until the Employer's election in (b)(2) below, if any, provides for a change in the Plan Limit. (1) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to apply on and after April 1, 2002. (2) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to apply until (cannot be before April 1, 2002), and the Plan Limit after that date shall be % of Compensation each payroll period. Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 1 (c) MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The Employer must select the box below only if the Employer selected (a)(1) above, and the Employer wants to provide Matching Employer Contributions on catch-up contributions. In that event, the same rules that apply to Matching Employer Contributions on Deferral Contributions other than catch-up contributions will apply to Matching Employer Contributions on catch-up contributions. [ ] Notwithstanding anything in 2.01(l) to the contrary, Matching Employer Contributions under Section 1.10 shall apply to catch-up contributions described in Section 5.03(b)(1). (d) VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section (d) only if the vesting schedule for Matching Employer Contributions under the Plan must be amended to comply with EGTRRA. This is the case if, in the absence of an amendment, the vesting schedule for Matching Employer Contributions would not be at least as rapid as Three-Year Cliff or Six-Year Graded Vesting, effective for Participants with at least one Hour of Service on or after the first Plan Year beginning after December 31, 2001, subject to the rule described in (2) below. Complete (d)(1) to specify the new vesting schedule; any vesting schedule changes must conform to the requirements of Section 16.04 of the Plan. Only complete (d)(2) if your Plan is maintained pursuant to a collective bargaining agreement ratified by June 7, 2001. Complete (d)(3) if the Employer wants to apply the vesting schedule selected in (d)(1) to only the portion of a Participant's accrued benefits derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001. (1) VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless the Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum, the Vesting Schedule set forth below shall apply to all accrued benefits derived from Matching Employer Contributions for Participants who complete an Hour of Service under the Plan in a Plan Year beginning after December 31, 2001, regardless of the Plan Year for which such contributions are made, subject to the Employer's election of a later effective date as indicated in (d)(2) below: [ ] 100% Vesting immediately [ ] 3-Year Cliff (see C below) [ ] 6-Year Graded (see E below) [ ] Other Vesting Schedule (complete G3 below, but must be at least as favorable as either C or E)

APPLICABLE VESTING SCHEDULE - ---------------------------------------- YEARS OF VESTING SERVICE C E G3 - --------------- ------ ------ ------- 0 0% 0% __% - --------------- ----- ----- ------ 1 0% 0% __% - --------------- ----- ----- ------ 2 0% 20% __% - --------------- ----- ----- ------ 3 100% 40% __% - --------------- ----- ----- ------ 4 100% 60% __% - --------------- ----- ----- ------ 5 100% 80% __% - --------------- ----- ----- ------ 6 or more 100% 100% 100% =============== ===== ===== ======

Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 2 (2) DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE BARGAINING. If the plan is maintained pursuant to one or more collective bargaining agreements ratified by June 7, 2001, the effective date for faster vesting of Matching Employer Contributions for Participants covered by such a collective bargaining agreement can be delayed by checking the box below and inserting the effective date, which is the first day of the first Plan Year beginning on or after the earlier of (i) January 1, 2006, or (ii) the later of the date on which the last of the collective bargaining agreements described above terminates (without regard to any extension on or after June 7, 2001), or January 1, 2002. [ ] The vesting schedule elected by the Employer in (d)(1) above shall apply to those Participants covered by a collective bargaining agreement(s) ratified by June 7, 2001, who have at least one Hour of Service on or after ______. Unless the Employer selects the box in (d)(3) below, the vesting schedule selected in (d)(1) above shall apply to the entire accrued benefit derived from Matching Employer Contributions of such Participants with an Hour of Service in a Plan Year beginning on or after the date specified herein. For all other Participants, the vesting schedule shall apply as of the date and in the manner described in (d)(1) and, where applicable, (d)(3). (3) GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The Employer must check the box below only if the Employer wants to grandfather an existing vesting schedule and apply the vesting schedule that the Employer selected in (d)(1) above to only that portion of a Participant's accrued benefit derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001, (and/or for Plan Years beginning on or after the date specified in (d)(2), for any Participants subject to (d)(2), if selected by the Employer). [ ] The Vesting Schedule in (d)(1) above shall apply only to the portion of a Participant's accrued benefits derived from Matching Employer Contributions under the Plan in a Plan Year beginning after December 31, 2001, or such later date applicable to the Participant if specified in (d)(2) above. (e) ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The Employer must mark the box below only if the Employer does not want the Plan to accept Participant Rollover Contributions of qualified plan after-tax employee contributions, as described in Section 5.06, which would otherwise be effective for distributions after December 31, 2001: [ ] Participant Rollover Contributions or direct rollovers of qualified plan after-tax employee contributions shall not be accepted by the Plan at any time. (f) APPLICATION OF THE SAME DESK RULE. The Employer must mark the box below only if the Employer wants to discontinue the application of the same desk rule set forth in Section 12.01(a). [ ] Effective for distributions from the Plan after December 31, 2001, or such later date as specified herein ______, a Participant's elective deferrals, qualified nonelective contributions and qualified matching contributions, if applicable, and earnings attributable to such amounts shall be distributable, upon a severance from employment as described in Section 12.01(b), effective only for severances occurring after ______ (or, if no date is entered, regardless of when the severance occurred). Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 3 AMENDMENT EXECUTION (FIDELITY'S COPY) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 13th day of January, 2003. EMPLOYER: PharmChem, Inc. EMPLOYER:______________________ By: /S/ DAVID LATTANZIO By: ______________________ ---------------------------------- Title: Vice President Title: ______________________ ACCEPTED BY: Fidelity Management Trust Company, as Trustee By: /S/ GREGORY M. PERKINS Date: 1/21/2003 ---------------------------------- Title: Authorized Signatory Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 4 AMENDMENT EXECUTION (EMPLOYER'S COPY) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this 13th day of January, 2003. EMPLOYER: PharmChem, Inc. EMPLOYER:______________________ By: /S/ DAVID LATTANZIO By: ______________________ ---------------------------------- Title: Vice President Title: ______________________ ACCEPTED BY: Fidelity Management Trust Company, as Trustee By: /S/ GREGORY M. PERKINS Date: 1/21/2003 ---------------------------------- Title: Authorized Signatory Plan Number: 40330 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 5 EX-99.1 4 f89587exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of PharmChem, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph W. Halligan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 14, 2003 /s/ Joseph W. Halligan --------------------------------- Joseph W. Halligan Chief Executive Officer EX-99.2 5 f89587exv99w2.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of PharmChem, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, David A. Lattanzio, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 14, 2003 /s/ David A. Lattanzio --------------------------------- David A. 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M0G\'@XE_/$0@V^%P>YAZY"AG@3.T``0GM+&"#7,XDF,9DY>_0`\YQ$'$M$C- G>/\E0,;$8\UG8*V%G@*5%D@%SX`.]!-@06@9"_K0B$ZTHK40!``[ ` end -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.37

                                                                   EXHIBIT 10.37

                                THE CORPORATEPLAN

                                FOR RETIREMENT(SM)

                          (PROFIT SHARING/401(K) PLAN)

                            A FIDELITY PROTOTYPE PLAN

                   NON-STANDARDIZED ADOPTION AGREEMENT NO. 001
                                  FOR USE WITH
                       FIDELITY BASIC PLAN DOCUMENT NO. 02

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.



                               ADOPTION AGREEMENT
                                    ARTICLE 1
                   NON-STANDARDIZED PROFIT SHARING/401(K) PLAN

1.01     PLAN INFORMATION

         (a)      NAME OF PLAN:

                  This is the PharmChem, Inc. 401(k) (the "Plan")

         (b)      TYPE OF PLAN:

                  (1)      [ ]      401(k) Only

                  (2)      [X]      401(k) and Profit Sharing

                  (3)      [ ]      Profit Sharing Only

         (c)      ADMINISTRATOR NAME (IF NOT THE EMPLOYER):

                  ______________________________________________________________

                  Address:                   ___________________________________

                                             ___________________________________

                  Telephone Number:          ___________________________________

                  The Administrator is the agent for service of legal process
                  for the Plan.

         (d)      PLAN YEAR END (month/day): 12/31

         (e)      THREE DIGIT PLAN NUMBER:   002

         (f)      LIMITATION YEAR (check one):

                  (1)      [ ]      Calendar Year

                  (2)      [X]      Plan Year

                  (3)      [ ]      Other:

         (g)      PLAN STATUS (check appropriate box(es)):

                  (1)      [ ]      New Plan Effective Date:

                  (2)      [X]      Amendment Effective Date: 4/1/2003

                           This is (check one):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       1



                           (A)               [X]      an amendment and
                                             restatement of a Basic Plan
                                             Document No. 02 Adoption Agreement
                                             previously executed by the
                                             Employer; or

                           (B)               [ ]      a conversion to a Basic
                                             Plan Document No. 02 Adoption
                                             Agreement.

                                    The original effective date of the Plan:
                                    4/1/1975

                  (3)               [X]      This is an amendment and
                                    restatement of the Plan and the Plan was not
                                    amended prior to the effective date
                                    specified in Subsection 1.01(g)(2) above to
                                    comply with the requirements of the Acts
                                    specified in the Snap Off Addendum to the
                                    Adoption Agreement. The provisions specified
                                    in the Snap Off Addendum are effective as of
                                    the dates specified in the Snap Off
                                    Addendum, which dates may be prior to the
                                    Amendment Effective Date. Please read and
                                    complete, if necessary, the Snap Off
                                    Addendum to the Adoption Agreement.

                  (4)               [ ]      SPECIAL EFFECTIVE DATES - Certain
                                    provisions of the Plan shall be effective as
                                    of a date other than the date specified
                                    above. Please complete the Special Effective
                                    Dates Addendum to the Adoption Agreement
                                    indicating the affected provisions and their
                                    effective dates.

                  (5)               [ ]      PLAN MERGER EFFECTIVE DATES.
                                    Certain plan(s) were merged into the Plan
                                    and certain provisions of the Plan are
                                    effective with respect to the merged plan(s)
                                    as of a date other than the date specified
                                    above. Please complete the Special Effective
                                    Dates Addendum to the Adoption Agreement
                                    indicating the plan(s) that have merged into
                                    the Plan and the effective date(s) of such
                                    merger(s).

1.02     EMPLOYER

         (a)      EMPLOYER NAME:             PharmChem, Inc.

                  Address:                   4600 North Beach Street
                                             Haltom City, TX 76137

                  Contact's Name:            Ms. Tammy Reynolds

                  Telephone Number:          (817) 605-4810

                  (1)      Employer's Tax Identification Number:      77-0187280

                  (2)      Employer's fiscal year end:          12/31

                  (3)      Date business commenced:             7/15/1971

         (b)      THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S)
                  (AS DEFINED IN SUBSECTION 2.01(rr)) (list each participating
                  Related Employer and its Employer Tax Identification Number):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       2



1.03     TRUSTEE

         (a)      TRUSTEE NAME:     Fidelity Management Trust Company
                  Address:          82 Devonshire Street
                                    Boston, MA 02109

1.04     COVERAGE

         ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE
         TO PARTICIPATE IN THE PLAN:

         (a)      AGE REQUIREMENT (check one):

                  (1)      [ ]      no age requirement.

                  (2)      [X]      must have attained age: 18.0 (NOT TO EXCEED
                                    21).

         (b)      ELIGIBILITY SERVICE REQUIREMENT

                  (1)      ELIGIBILITY TO PARTICIPATE IN PLAN (check one):

                           (A)      [ ]      no Eligibility Service requirement.

                           (B)               [X]      3 (NOT TO EXCEED 11)
                                             months of Eligibility Service
                                             requirement (no minimum number
                                             Hours of Service can be required).

                           (C)               [ ]      one year of Eligibility
                                             Service requirement (at least 1,000
                                             Hours of Service are required
                                             during the Eligibility Computation
                                             Period).

                           (D)               [ ]      two years of Eligibility
                                             Service requirement (at least 1,000
                                             Hours of Service are required
                                             during each Eligibility Computation
                                             Period). (DO NOT SELECT IF OPTION
                                             1.01(b)(1), 401(k)ONLY, IS CHECKED,
                                             UNLESS A DIFFERENT ELIGIBILITY
                                             SERVICE REQUIREMENT APPLIES TO
                                             DEFERRAL CONTRIBUTIONS UNDER OPTION
                                             1.04(b)(2).)

                                    NOTE: If the Employer selects the two year
                                    Eligibility Service requirement, then
                                    contributions subject to such Eligibility
                                    Service requirement must be 100% vested when
                                    made.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       3



                  (2)               [ ]      SPECIAL ELIGIBILITY SERVICE
                                    REQUIREMENT FOR DEFERRAL CONTRIBUTIONS
                                    AND/OR MATCHING EMPLOYER CONTRIBUTIONS:

                           (A)      The special Eligibility Service requirement
                                    applies to (check the appropriate box(es)):

                                    (i)      [ ]      Deferral Contributions.

                                    (ii)     [ ]      Matching Employer
                                             Contributions.

                           (B)      The special Eligibility Service requirement
                                    is:__________(Fill in (A), (B), or (C) from
                                    Subsection 1.04(b)(1) above).

         (c)      ELIGIBLE CLASS OF EMPLOYEES (check one):

                  NOTE: The Plan may not cover employees who are residents of
                  Puerto Rico. These employees are automatically excluded from
                  the eligible class, regardless of the Employer's selection
                  under this Subsection 1.04(c).

                  (1)      [ ]      includes all Employees of the Employer.

                  (2)               [X]      includes all Employees of the
                                             Employer except for (check the
                                             appropriate box(es)):

                           (A)      [X]      employees covered by a collective
                                             bargaining agreement.

                           (B)               [ ]      Highly Compensated
                                             Employees as defined in Code
                                             Section 414(q).

                           (C)      [X]      Leased Employees as defined in
                                    Subsection 2.01(cc).

                           (D)               [X]      nonresident aliens who do
                                             not receive any earned income from
                                             the Employer which constitutes
                                             United States source income.

                           (E)      [ ]      other:

                                    NOTE: The Employer should exercise caution
                                    when excluding employees from participation
                                    in the Plan. Exclusion of employees may
                                    adversely affect the Plan's satisfaction of
                                    the minimum coverage requirements, as
                                    provided in Code Section 410(b).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       4



         (d)      THE ENTRY DATES SHALL BE (check one):

                  (1)               [ ]      immediate upon meeting the
                                    eligibility requirements specified in
                                    Subsections 1.04(a), (b), and (c).

                  (2)               [ ]      the first day of each Plan Year and
                                    the first day of the seventh month of each
                                    Plan Year.

                  (3)               [ ]     the first day of each Plan Year and
                                    the first day of the fourth, seventh, and
                                    tenth months of each Plan Year.

                  (4)      [X]      the first day of each month.

                  (5)               [ ]      the first day of each Plan Year.
                                    (DO NOT SELECT IF THERE IS AN ELIGIBILITY
                                    SERVICE REQUIREMENT OF MORE THAN SIX MONTHS
                                    IN SUBSECTION 1.04(b) OR IF THERE IS AN AGE
                                    REQUIREMENT OF MORE THAN 20 1/2 IN
                                    SUBSECTION 1.04(a).)

         (e)               [ ]      SPECIAL ENTRY DATE(S) - In addition to the
                           Entry Dates specified in Subsection 1.04(d) above,
                           the following special Entry Date(s) apply for
                           Deferral and/or Matching Employer Contributions.
                           (SPECIAL ENTRY DATES MAY ONLY BE SELECTED IF OPTION
                           1.04(b)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT,
                           IS CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR
                           CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME
                           ELIGIBILITY SERVICE REQUIREMENTS.)

                  (1)      The special Entry Date(s) shall apply to (check the
                           appropriate box(es)):

                           (A)      [ ]      Deferral Contributions.

                           (B)      [ ]      Matching Employer Contributions.

                  (2)      The special Entry Date(s) shall be: _________ (Fill
                           in (1), (2), (3), (4), or (5) from Subsection 1.04(d)
                           above).

         (f)      DATE OF INITIAL PARTICIPATION - An Employee shall become a
                  Participant unless excluded by Subsection 1.04(c) above on the
                  Entry Date immediately following the date the Employee
                  completes the service and age requirement(s) in Subsections
                  1.04(a) and (b), if any, except (check one):

                  (1)      [X]      no exceptions.

                  (2)               [ ]      Employees employed on the Effective
                                    Date in Subsection 1.01(g)(1) or (2) shall
                                    become Participants on that date.

                  (3)               [ ]      Employees who meet the age and
                                    service requirement(s) of Subsections
                                    1.04(a) and (b) on the Effective Date in
                                    Subsection 1.01(g)(1) or (2) shall become
                                    Participants on that date.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       5



1.05     COMPENSATION

         COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS
         DEFINED IN SECTION 5.02, MODIFIED AS PROVIDED BELOW.

         (a)      COMPENSATION EXCLUSIONS: Compensation shall exclude the
                  item(s) listed below for purposes of determining Deferral
                  Contributions, Employee Contributions, if any, and Qualified
                  Nonelective Employer Contributions, or, if Subsection
                  1.01(b)(3), Profit Sharing Only, is selected, Nonelective
                  Employer Contributions. Unless otherwise indicated in
                  Subsection 1.05(b), these exclusions shall also apply in
                  determining all other Employer-provided contributions. (Check
                  the appropriate box(es); Options (2), (3), (4), (5), and (6)
                  may not be elected with respect to Deferral Contributions if
                  Option 1.10(a)(3), Safe Harbor Matching Employer
                  Contributions, is checked):

                  (1)      [ ]      No exclusions.

                  (2)      [ ]      Overtime Pay.

                  (3)      [ ]      Bonuses.

                  (4)      [ ]      Commissions.

                  (5)               [X]     The value of a qualified or a
                                    non-qualified stock option granted to an
                                    Employee by the Employer to the extent such
                                    value is includable in the Employee's
                                    taxable income.

                  (6)      [ ]      Severance Pay.

         (b)      SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING EMPLOYER-
                  PROVIDED CONTRIBUTIONS IN ARTICLE 5 (either (1) or (2) may be
                  selected, but not both):

                  (1)               [ ]      Compensation for purposes of
                                    determining Matching, Qualified Matching,
                                    and Nonelective Employer Contributions shall
                                    exclude: _________ (Fill in number(s) for
                                    item(s) from Subsection 1.05(a) above that
                                    apply.)

                  (2)               [ ]      Compensation for purposes of
                                    determining Nonelective Employer
                                    Contributions only shall exclude: _________
                                    (Fill in number(s) for item(s) from
                                    Subsection 1.05(a) above that apply.)

                           NOTE: If the Employer selects Option (2), (3), (4),
                           (5), or (6) with respect to Nonelective Employer
                           Contributions, Compensation must be tested to show
                           that it meets the requirements of Code Section 414(s)
                           or 401(a)(4). These exclusions shall not apply for
                           purposes of the "Top Heavy" requirements in Section
                           15.03, for allocating safe harbor Matching Employer
                           Contributions if Subsection 1.10(a)(3) is selected,
                           for allocating safe harbor Nonelective Employer
                           Contributions if Subsection 1.11(a)(3) is selected,
                           or for allocating non-safe harbor Nonelective
                           Employer Contributions if the Integrated Formula is
                           elected in Subsection 1.11(b)(2).

         (c)      COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION -
                  Contributions for the Plan Year in which an Employee first
                  becomes a Participant shall be determined based on the
                  Employee's Compensation (check one):

                  (1)      [ ]      for the entire Plan Year.

                  (2)               [X]      for the portion of the Plan Year in
                                    which the Employee is eligible to
                                    participate in the Plan.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       6



                           NOTE: If the initial Plan Year of a new Plan consists
                           of fewer than 12 months from the Effective Date in
                           Subsection 1.01(g)(1) through the end of the initial
                           Plan Year, Compensation for purposes of determining
                           the amount of contributions, other than non-safe
                           harbor Nonelective Employer Contributions, under the
                           Plan shall be the period from such Effective Date
                           through the end of the initial year. However, for
                           purposes of determining the amount of non-safe harbor
                           Nonelective Employer Contributions and for other Plan
                           purposes, where appropriate, the full
                           12-consecutive-month period ending on the last day of
                           the initial Plan Year shall be used.

1.06     TESTING RULES

         (a)      ADP/ACP PRESENT TESTING METHOD - The testing method for
                  purposes of applying the "ADP" and "ACP" tests described in
                  Sections 6.03 and 6.06 of the Plan shall be the (check one):

                  (1)               [X]      CURRENT YEAR TESTING METHOD - The
                                    "ADP" or "ACP" of Highly Compensated
                                    Employees for the Plan Year shall be
                                    compared to the "ADP" or "ACP" of Non-Highly
                                    Compensated Employees for the same Plan
                                    Year. (MUST CHOOSE IF OPTION 1.10(a)(3),
                                    SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS,
                                    OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA,
                                    WITH RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (2)               [ ]      PRIOR YEAR TESTING METHOD - The
                                    "ADP" or "ACP" of Highly Compensated
                                    Employees for the Plan Year shall be
                                    compared to the "ADP" or "ACP" of Non-Highly
                                    Compensated Employees for the immediately
                                    preceding Plan Year. (DO NOT CHOOSE IF
                                    OPTION 1.10(a)(3), SAFE HARBOR MATCHING
                                    EMPLOYER CONTRIBUTIONS, OR OPTION
                                    1.11(a)(3), SAFE HARBOR FORMULA, WITH
                                    RESPECT TO NONELECTIVE EMPLOYER
                                    CONTRIBUTIONS IS CHECKED.)

                  (3)               [ ]      Not applicable. (ONLY IF OPTION
                                    1.01(b)(3), PROFIT SHARING ONLY, IS CHECKED
                                    OR OPTION 1.04(c)(2)(B), EXCLUDING ALL
                                    HIGHLY COMPENSATED EMPLOYEES FROM THE
                                    ELIGIBLE CLASS OF EMPLOYEES, IS CHECKED.)

                  NOTE: Restrictions apply on elections to change testing
                  methods that are made after the end of the GUST remedial
                  amendment period.

         (b)      FIRST YEAR TESTING METHOD - If the first Plan Year that the
                  Plan, other than a successor plan, permits Deferral
                  Contributions or provides for either Employee or Matching
                  Employer Contributions, occurs on or after the Effective Date
                  specified in Subsection 1.01(g), the "ADP" and/or "ACP" test
                  for such first Plan Year shall be applied using the actual
                  "ADP" and/or "ACP" of Non-Highly Compensated Employees for
                  such first Plan Year, unless otherwise provided below.

                  (1)               [ ]      The "ADP" and/or "ACP" test for the
                                    first Plan Year that the Plan permits
                                    Deferral Contributions or provides for
                                    either Employee or Matching Employer
                                    Contributions shall be applied assuming a 3%
                                    "ADP" and/or "ACP" for Non-Highly
                                    Compensated Employees. (DO NOT CHOOSE UNLESS
                                    PLAN USES PRIOR YEAR TESTING METHOD
                                    DESCRIBED IN SUBSECTION 1.06(a)(2).)

         (c)      HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for
                  purposes of determining which Employees are Highly Compensated
                  Employees shall be the 12-consecutive-month period preceding
                  the Plan Year, unless otherwise provided below.

                  (1)               [ ]      CALENDAR YEAR DETERMINATION - The
                                    look back year shall be the calendar year
                                    beginning within the preceding Plan Year.
                                    (DO NOT CHOOSE IF THE PLAN YEAR IS THE
                                    CALENDAR YEAR.)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       7



         (d)      HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees
                  with Compensation exceeding $80,000 (as indexed) shall be
                  considered Highly Compensated Employees, unless Top Paid Group
                  Election below is checked.

                  (1)               [X]      TOP PAID GROUP ELECTION - Employees
                                    with Compensation exceeding $80,000 (as
                                    indexed) shall be considered Highly
                                    Compensated Employees only if they are in
                                    the top paid group (the top 20% of Employees
                                    ranked by Compensation).

                  NOTE: Effective for determination years beginning on or after
                  January 1, 1998, if the Employer elects Option 1.06(c)(1)
                  and/or 1.06(d)(1), such election(s) must apply consistently to
                  all retirement plans of the Employer for determination years
                  that begin with or within the same calendar year (except that
                  Option 1.06(c)(1), Calendar Year Determination, shall not
                  apply to calendar year plans).

1.07     DEFERRAL CONTRIBUTIONS

         (a)               [X]      DEFERRAL CONTRIBUTIONS - Participants may
                           elect to have a portion of their Compensation
                           contributed to the Plan on a before-tax basis
                           pursuant to Code Section 401(k).

                  (1)      REGULAR CONTRIBUTIONS - The Employer shall make a
                           Deferral Contribution in accordance with Section 5.03
                           on behalf of each Participant who has an executed
                           salary reduction agreement in effect with the
                           Employer for the payroll period in question, not to
                           exceed 60% of Compensation for that period.

                           NOTE: For Limitation Years beginning prior to 2002,
                           the percentage elected above must be less than 25% in
                           order to satisfy the limitation on annual additions
                           under Code Section 415 if other types of
                           contributions are provided under the Plan.

                           (A)               [ ]      Instead of specifying a
                                             percentage of Compensation, a
                                             Participant's salary reduction
                                             agreement may specify a dollar
                                             amount to be contributed each
                                             payroll period, provided such
                                             dollar amount does not exceed the
                                             maximum percentage of Compensation
                                             specified in Subsection 1.07(a)(1)
                                             above.

                           (B)      A Participant may increase or decrease, on a
                                    prospective basis, his salary reduction
                                    agreement percentage (check one):

                                    (i)      [ ]      as of the beginning of
                                             each payroll period.

                                    (ii)     [ ]      as of the first day of
                                             each month.

                                    (iii)             [X]      as of the next
                                                      Entry Date. (DO NOT SELECT
                                                      IF IMMEDIATE ENTRY IS
                                                      ELECTED WITH RESPECT TO
                                                      DEFERRAL CONTRIBUTIONS IN
                                                      SUBSECTION 1.04(d) OR
                                                      1.04(e).)

                                    (iv)     [ ]      other. (Specify, but must
                                             be at least once per Plan Year)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       8



                                    NOTE: Notwithstanding the Employer's
                                    election hereunder, if Option 1.10(a)(3),
                                    Safe Harbor Matching Employer Contributions,
                                    or 1.11(a)(3), Safe Harbor Formula, with
                                    respect to Nonelective Employer
                                    Contributions is checked, the Plan provides
                                    that an Active Participant may change his
                                    salary reduction agreement percentage for
                                    the Plan Year within a reasonable period
                                    (not fewer than 30 days) of receiving the
                                    notice described in Section 6.10.

                           (C)      A Participant may revoke, on a prospective
                                    basis, a salary reduction agreement at any
                                    time upon proper notice to the Administrator
                                    but in such case may not file a new salary
                                    reduction agreement until (check one):

                                    (i)      [ ]      the first day of the next
                                             Plan Year.

                                    (ii)              [X]      any subsequent
                                                      Entry Date. (DO NOT SELECT
                                                      IF IMMEDIATE ENTRY IS
                                                      ELECTED WITH RESPECT TO
                                                      DEFERRAL CONTRIBUTIONS IN
                                                      SUBSECTION 1.04(d) OR
                                                      1.04(e).)

                                    (iii)    [ ]      other. (Specify, but must
                                             be at least once per Plan Year)

                  (2)               [X]      ADDITIONAL DEFERRAL CONTRIBUTIONS -
                                    The Employer may allow Participants upon
                                    proper notice and approval to enter into a
                                    special salary reduction agreement to make
                                    additional Deferral Contributions in an
                                    amount up to 100% of their Compensation for
                                    the payroll period(s) designated by the
                                    Employer.

                  (3)               [X]      BONUS CONTRIBUTIONS - The Employer
                                    may allow Participants upon proper notice
                                    and approval to enter into a special salary
                                    reduction agreement to make Deferral
                                    Contributions in an amount up to 100% of any
                                    Employer paid cash bonuses designated by the
                                    Employer on a uniform and non-discriminatory
                                    basis that are made for such Participants
                                    during the Plan Year. The Compensation
                                    definition elected by the Employer in
                                    Subsection 1.05(a) must include bonuses if
                                    bonus contributions are permitted.

                           NOTE: A Participant's contributions under Subsection
                           1.07(a)(2) and/or (3) may not cause the Participant
                           to exceed the percentage limit specified by the
                           Employer in Subsection 1.07(a)(1) for the full Plan
                           Year. If the Administrator anticipates that the Plan
                           will not satisfy the "ADP" and/or "ACP" test for the
                           year, the Administrator may reduce the rate of
                           Deferral Contributions of Participants who are Highly
                           Compensated Employees to an amount objectively
                           determined by the Administrator to be necessary to
                           satisfy the "ADP" and/or "ACP" test.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       9



1.08     EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)

         (a)               [ ]      EMPLOYEE CONTRIBUTIONS - Either (1)
                           Participants will be permitted to contribute amounts
                           to the Plan on an after-tax basis or (2) the Employer
                           maintains frozen Employee Contributions Accounts
                           (check one):

                  (1)               [ ]      FUTURE EMPLOYEE CONTRIBUTIONS -
                                    Participants may make voluntary,
                                    non-deductible, after-tax Employee
                                    Contributions pursuant to Section 5.04 of
                                    the Plan. (ONLY IF OPTION 1.07(a), DEFERRAL
                                    CONTRIBUTIONS, IS CHECKED.)

                  (2)               [ ]      FROZEN EMPLOYEE CONTRIBUTIONS -
                                    Participants may not currently make
                                    after-tax Employee Contributions to the
                                    Plan, but the Employer does maintain frozen
                                    Employee Contributions Accounts.

1.09     QUALIFIED NONELECTIVE CONTRIBUTIONS

         (a)      QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option
                  1.07(a), Deferral Contributions, is checked, the Employer may
                  contribute an amount which it designates as a Qualified
                  Nonelective Employer Contribution to be included in the "ADP"
                  or "ACP" test. Unless otherwise provided below, Qualified
                  Nonelective Employer Contributions shall be allocated to
                  Participants who were eligible to participate in the Plan at
                  any time during the Plan Year and are Non-Highly Compensated
                  Employees either (A) in the ratio which each Participant's
                  "testing compensation", as defined in Subsection 6.01(t), for
                  the Plan Year bears to the total of all Participants' "testing
                  compensation" for the Plan Year or (B) as a flat dollar
                  amount.

                  (1)               [ ]      Qualified Nonelective Employer
                                    Contributions shall be allocated to
                                    Participants as a percentage of the lowest
                                    paid Participant's "testing compensation",
                                    as defined in Subsection 6.01(t), for the
                                    Plan Year up to the lower of (A) the maximum
                                    amount contributable under the Plan or (B)
                                    the amount necessary to satisfy the "ADP" or
                                    "ACP" test. If any Qualified Nonelective
                                    Employer Contribution remains, allocation
                                    shall continue in the same manner to the
                                    next lowest paid Participants until the
                                    Qualified Nonelective Employer Contribution
                                    is exhausted.

1.10     MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL
         CONTRIBUTIONS, IS CHECKED)

         (a)      [X]      BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one):

                  (1)               [X]      NON-DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer shall make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the following percentage of a
                                    Participant's Deferral Contributions during
                                    the Contribution Period (check (A) or (B)
                                    and, if applicable, (C)):

                           NOTE: Effective for Plan Years beginning on or after
                           January 1, 1999, if the Employer elected Option
                           1.11(a)(3), Safe Harbor Formula, with respect to
                           Nonelective Employer Contributions and meets the
                           requirements for deemed satisfaction of the "ADP"
                           test in Section 6.10 for a Plan Year, the Plan will
                           also be deemed to satisfy the "ACP" test for such
                           Plan Year with respect to Matching Employer
                           Contributions if Matching Employer Contributions
                           hereunder meet the requirements in Section 6.11.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       10



                           (A)      [X]      Single Percentage Match: 10%

                           (B)      [ ]      Tiered Match:

                                    _________% of the first _________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan,

                                    _________% of the next __________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan,

                                    _________% of the next ___________% of the
                                    Active Participant's Compensation
                                    contributed to the Plan.

                                    NOTE: The percentages specified above for
                                    basic Matching Employer Contributions may
                                    not increase as the percentage of
                                    Compensation contributed increases.

                           (C)               [ ]      Limit on Non-Discretionary
                                             Matching Employer Contributions
                                             (check the appropriate box(es)):

                                    (i)               [ ]      Deferral
                                                      Contributions in excess of
                                                      ________ % of the
                                                      Participant's Compensation
                                                      for the period in question
                                                      shall not be considered
                                                      for non-discretionary
                                                      Matching Employer
                                                      Contributions.

                                             NOTE: If the Employer elected a
                                             percentage limit in (i) above and
                                             requested the Trustee to account
                                             separately for matched and
                                             unmatched Deferral Contributions
                                             made to the Plan, the
                                             non-discretionary Matching Employer
                                             Contributions allocated to each
                                             Participant must be computed, and
                                             the percentage limit applied, based
                                             upon each payroll period.

                                    (ii)              [ ]      Matching Employer
                                                      Contributions for each
                                                      Participant for each Plan
                                                      Year shall be limited to
                                                      $___________.

                  (2)               [ ]      DISCRETIONARY MATCHING EMPLOYER
                                    CONTRIBUTIONS - The Employer may make a
                                    basic Matching Employer Contribution on
                                    behalf of each Participant in an amount
                                    equal to the percentage declared for the
                                    Contribution Period, if any, by a Board of
                                    Directors' Resolution (or by a Letter of
                                    Intent for a sole proprietor or partnership)
                                    of the Deferral Contributions made by each
                                    Participant during the Contribution Period.
                                    The Board of Directors' Resolution (or
                                    Letter of Intent, if applicable) may limit
                                    the Deferral Contributions matched to a
                                    specified percentage of Compensation or
                                    limit the amount of the match to a specified
                                    dollar amount.

                           (A)               [ ]      4% Limitation on
                                             Discretionary Matching Employer
                                             Contributions for Deemed
                                             Satisfaction of "ACP" Test - In no
                                             event may the dollar amount of the
                                             discretionary Matching Employer
                                             Contribution made on a
                                             Participant's behalf for the Plan
                                             Year exceed 4% of the Participant's
                                             Compensation for the Plan Year.
                                             (ONLY IF OPTION 1.11(a)(3), SAFE
                                             HARBOR FORMULA, WITH RESPECT TO
                                             NONELECTIVE EMPLOYER CONTRIBUTIONS
                                             IS CHECKED.)

                  (3)               [ ]      SAFE HARBOR MATCHING EMPLOYER
                                    CONTRIBUTIONS - Effective only for Plan
                                    Years beginning on or after January 1, 1999,
                                    if the Employer elects one of the safe
                                    harbor formula Options provided in the Safe
                                    Harbor Matching Employer Contribution
                                    Addendum to the Adoption Agreement and
                                    provides written notice each Plan Year to
                                    all Active Participants of their rights and
                                    obligations under the Plan, the Plan shall
                                    be deemed to satisfy the "ADP" test and,
                                    under certain circumstances, the "ACP" test.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       11



         (b)               [X]      ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS -
                           The Employer may at Plan Year end make an additional
                           Matching Employer Contribution equal to a percentage
                           declared by the Employer, through a Board of
                           Directors' Resolution (or by a Letter of Intent for a
                           sole proprietor or partnership), of the Deferral
                           Contributions made by each Participant during the
                           Plan Year. (ONLY IF OPTION 1.10(a)(1) OR (3) IS
                           checked.) The Board of Directors' Resolution (or
                           Letter of Intent, if applicable) may limit the
                           Deferral Contributions matched to a specified
                           percentage of Compensation or limit the amount of the
                           match to a specified dollar amount.

                  (1)               [ ]      4% LIMITATION ON ADDITIONAL
                                    MATCHING EMPLOYER CONTRIBUTIONS FOR DEEMED
                                    SATISFACTION OF "ACP" TEST - In no event may
                                    the dollar amount of the additional Matching
                                    Employer Contribution made on a
                                    Participant's behalf for the Plan Year
                                    exceed 4% of the Participant's Compensation
                                    for the Plan Year. (ONLY IF OPTION
                                    1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER
                                    CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE
                                    HARBOR FORMULA, WITH RESPECT TO NONELECTIVE
                                    EMPLOYER CONTRIBUTIONS IS CHECKED.)

                  NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor
                  Matching Employer Contributions, above and wants to be deemed
                  to have satisfied the "ADP" test for Plan Years beginning on
                  or after January 1, 1999, the additional Matching Employer
                  Contribution must meet the requirements of Section 6.10. In
                  addition to the foregoing requirements, if the Employer
                  elected either Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and wants to be deemed to have satisfied the "ACP" test with
                  respect to Matching Employer Contributions for the Plan Year,
                  the Deferral Contributions matched may not exceed the
                  limitations in Section 6.11.

         (c)      CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The
                  Contribution Period for purposes of calculating the amount of
                  basic Matching Employer Contributions described in Subsection
                  1.10(a) is:

                  (1)      [ ]      each calendar month.

                  (2)      [ ]      each Plan Year quarter.

                  (3)      [X]      each Plan Year.

                  (4)      [ ]      each payroll period.

                  The Contribution Period for additional Matching Employer
                  Contributions described in Subsection 1.10(b) is the Plan
                  Year.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       12



         (d)      CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who
                  makes Deferral Contributions during a Contribution Period
                  shall only be entitled to receive Matching Employer
                  Contributions under Section 1.10 for that Contribution Period
                  if the Participant satisfies the following requirement(s)
                  (Check the appropriate box(es). Options (3) and (4) may not be
                  elected together; Option (5) may not be elected with Option
                  (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not
                  be elected with respect to basic Matching Employer
                  Contributions if Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, is checked):

                  (1)      [ ]      No requirements.

                  (2)               [X]      Is employed by the Employer or a
                                    Related Employer on the last day of the
                                    Contribution Period.

                  (3)               [ ]      Earns at least 501 Hours of Service
                                    during the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (4)               [X]      Earns at least 1,000 Hours of
                                    Service during the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (5)               [ ]      Either earns at least 501 Hours of
                                    Service during the Plan Year or is employed
                                    by the Employer or a Related Employer on the
                                    last day of the Plan Year. (ONLY IF THE
                                    CONTRIBUTION PERIOD IS THE PLAN YEAR.)

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)               [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)               [X]      Special continuing eligibility
                                    requirement(s) for additional Matching
                                    Employer Contributions. (ONLY IF OPTION
                                    1.10(B), ADDITIONAL MATCHING EMPLOYER
                                    CONTRIBUTIONS, IS CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for additional Matching Employer
                                    Contributions is/are: (2) (4) (Fill in
                                    number of applicable eligibility
                                    requirement(s) from above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected, then
                  Matching Employer Contributions can only be FUNDED by the
                  Employer AFTER the Contribution Period or Plan Year ends.
                  Matching Employer Contributions funded during the Contribution
                  Period or Plan Year shall not be subject to the eligibility
                  requirements of Option (2), (3), (4), or (5). If Option (2),
                  (3), (4), or (5) is adopted during a Contribution Period or
                  Plan Year, as applicable, such Option shall not become
                  effective until the first day of the next Contribution Period
                  or Plan Year.

         (e)               [X]      QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS -
                           Prior to making any Matching Employer Contribution
                           hereunder (other than a safe harbor Matching Employer
                           Contribution), the Employer may designate all or a
                           portion of such Matching Employer Contribution as a
                           Qualified Matching Employer Contribution that may be
                           used to satisfy the "ADP" test on Deferral
                           Contributions and excluded in applying the "ACP" test
                           on Employee and Matching Employer Contributions.
                           Unless the additional eligibility requirement is
                           selected below, Qualified Matching Employer
                           Contributions shall be allocated to all Participants
                           who meet the continuing eligibility requirement(s)
                           described in Subsection 1.10(d) above for the type of
                           Matching Employer Contribution being characterized as
                           a Qualified Matching Employer Contribution.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       13



                  (1)               [X]      To receive an allocation of
                                    Qualified Matching Employer Contributions a
                                    Participant must also be a Non-Highly
                                    Compensated Employee for the Plan Year.

                  NOTE: Qualified Matching Employer Contributions may not be
                  excluded in applying the "ACP" test for a Plan Year if the
                  Employer elected Option 1.10(a)(3), Safe Harbor Matching
                  Employer Contributions, or Option 1.11(a)(3), Safe Harbor
                  Formula, with respect to Nonelective Employer Contributions,
                  and the "ADP" test is deemed satisfied under Section 6.10 for
                  such Plan Year.

1.11     NONELECTIVE EMPLOYER CONTRIBUTIONS

         NOTE: An Employer may elect both a fixed formula and a discretionary
         formula. If both are selected, the discretionary formula shall be
         treated as an additional Nonelective Employer Contribution and
         allocated separately in accordance with the allocation formula selected
         by the Employer.

         (a)               [ ]      FIXED FORMULA (An Employer may elect both
                           the Safe Harbor Formula and one of the other fixed
                           formulas. Otherwise, the Employer may only select one
                           of the following.)

                  (1)               [ ]      FIXED PERCENTAGE EMPLOYER
                                    CONTRIBUTION - For each Plan Year, the
                                    Employer shall contribute for each eligible
                                    Active Participant an amount equal to ______
                                    % (NOT TO EXCEED 15% FOR PLAN YEARS
                                    BEGINNING PRIOR TO 2002 AND 25% FOR PLAN
                                    YEARS BEGINNING ON OR AFTER JANUARY 1, 2002)
                                    of such Active Participant's Compensation.

                  (2)               [ ]      FIXED FLAT DOLLAR EMPLOYER
                                    CONTRIBUTION - The Employer shall contribute
                                    for each eligible Active Participant an
                                    amount equal to $_____________.

                           The contribution amount is based on an Active
                           Participant's service for the following period:

                           (A)      [ ]      Each paid hour.

                           (B)      [ ]      Each payroll period.

                           (C)      [ ]      Each Plan Year.

                           (D)      [ ]      Other:

                  (3)               [ ]      SAFE HARBOR FORMULA - Effective
                                    only with respect to Plan Years that begin
                                    on or after January 1, 1999, the Nonelective
                                    Employer Contribution specified in the Safe
                                    Harbor Nonelective Employer Contribution
                                    Addendum is intended to satisfy the safe
                                    harbor contribution requirements under the
                                    Code such that the "ADP" test (and, under
                                    certain circumstances, the "ACP" test) is
                                    deemed satisfied. Please complete the Safe
                                    Harbor Nonelective Employer Contribution
                                    Addendum to the Adoption Agreement. (CHOOSE
                                    ONLY IF OPTION 1.07(a), DEFERRAL
                                    CONTRIBUTIONS, IS CHECKED.)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       14



         (b)               [X]      DISCRETIONARY FORMULA - The Employer may
                           decide each Plan Year whether to make a discretionary
                           Nonelective Employer Contribution on behalf of
                           eligible Active Participants in accordance with
                           Section 5.10. Such contributions shall be allocated
                           to eligible Active Participants based upon the
                           following (check (1) or (2)):

                  (1)               [X]      NON-INTEGRATED ALLOCATION FORMULA -
                                    In the ratio that each eligible Active
                                    Participant's Compensation bears to the
                                    total Compensation paid to all eligible
                                    Active Participants for the Plan Year.

                  (2)               [ ]      INTEGRATED ALLOCATION FORMULA - As
                                    (A) a percentage of each eligible Active
                                    Participant's Compensation plus (B) a
                                    percentage of each eligible Active
                                    Participant's Compensation in excess of the
                                    "integration level" as defined below. The
                                    percentage of Compensation in excess of the
                                    "integration level" shall be equal to the
                                    lesser of the percentage of the Active
                                    Participant's Compensation allocated under
                                    (A) above or the "permitted disparity limit"
                                    as defined below.

                           NOTE: An Employer that has elected the Safe Harbor
                           formula in Subsection 1.11(a)(3) above may not take
                           Nonelective Employer Contributions made to satisfy
                           the safe harbor into account in applying the
                           integrated allocation formula described above.

                           "Integration level" means the Social Security taxable
                           wage base for the Plan Year, unless the Employer
                           elects a lesser amount in (A) or (B) below.

                           (A)               _________% (NOT TO EXCEED 100%) of
                                             the Social Security taxable wage
                                             base for the Plan Year, or

                           (B)      $________(NOT TO EXCEED THE SOCIAL SECURITY
                                    TAXABLE WAGE BASE).

                           "Permitted disparity limit" means the percentage
                           provided by the following table:



==========================================================================================
IF THE "INTEGRATION LEVEL" IS AT              BUT LESS THAN                 THE "PERMITTED
   LEAST ___% OF THE TAXABLE                   ___% OF THE                     DISPARITY
           WAGE BASE                        TAXABLE WAGE BASE                  LIMIT" IS
- ------------------------------------------------------------------------------------------
                                                                      
                0%                                 20%                           5.7%
- ------------------------------------------------------------------------------------------
               20%                                 80%                           4.3%
- ------------------------------------------------------------------------------------------
               80%                                100%                           5.4%
- ------------------------------------------------------------------------------------------
              100%                                N/A                            5.7%
==========================================================================================


                           NOTE: An Employer who maintains any other plan that
                           provides for Social Security Integration (permitted
                           disparity) may not elect Option 1.11(b)(2).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       15



         (c)      CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant shall
                  only be entitled to receive Nonelective Employer Contributions
                  for a Plan Year under this Section 1.11 if the Participant
                  satisfies the following requirement(s) (Check the appropriate
                  box(es) - Options (3) and (4) may not be elected together;
                  Option (5) may not be elected with Option (2), (3), or (4);
                  Options (2), (3), (4), (5), and (7) may not be elected with
                  respect to Nonelective Employer Contributions under the fixed
                  formula if Option 1.11(a)(3), Safe Harbor Formula, is
                  checked):

                  (1)      [ ]      No requirements.

                  (2)               [X]      Is employed by the Employer or a
                                    Related Employer on the last day of the Plan
                                    Year.

                  (3)      [ ]      Earns at least 501 Hours of Service during
                                    the Plan Year.

                  (4)      [X]      Earns at least 1,000 Hours of Service during
                                    the Plan Year.

                  (5)               [ ]      Either earns at least 501 Hours of
                                    Service during the Plan Year or is employed
                                    by the Employer or a Related Employer on the
                                    last day of the Plan Year.

                  (6)      [ ]      Is not a Highly Compensated Employee for the
                                    Plan Year.

                  (7)               [ ]      Is not a partner or a member of the
                                    Employer, if the Employer is a partnership
                                    or an entity taxed as a partnership.

                  (8)               [ ]      Special continuing eligibility
                                    requirement(s) for discretionary Nonelective
                                    Employer Contributions. (ONLY IF BOTH
                                    OPTIONS 1.11(a) AND (b) ARE CHECKED.)

                           (A)      The continuing eligibility requirement(s)
                                    for discretionary Nonelective Employer
                                    Contributions is/are: (Fill in number of
                                    applicable eligibility requirement(s) from
                                    above.)

                  NOTE: If Option (2), (3), (4), or (5) above is selected then
                  Nonelective Employer Contributions can only be FUNDED by the
                  Employer AFTER the Plan Year ends. Nonelective Employer
                  Contributions funded during the Plan Year shall not be subject
                  to the eligibility requirements of Option (2), (3), (4), or
                  (5). If Option (2), (3), (4), or (5) is adopted during a Plan
                  Year, such Option shall not become effective until the first
                  day of the next Plan Year.

1.12     EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS

         [X]      DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY
                  REQUIREMENTS - Active Participants who do not meet any last
                  day or Hours of Service requirement under Subsection 1.10(d)
                  or 1.11(c) because they become disabled, as defined in Section
                  1.14, retire, as provided in Subsection 1.13(a), (b), or (c),
                  or die shall nevertheless receive an allocation of Nonelective
                  Employer and/or Matching Employer Contributions. No
                  Compensation shall be imputed to Active Participants who
                  become disabled for the period following their disability.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       16



1.13     RETIREMENT

         (a)      THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one):

                  (1)      [ ]      age 65.

                  (2)      [ ]      age___________(specify between 55 and 64).

                  (3)               [X]      later of age 55.0 (NOT TO EXCEED
                                    65) or the fifth anniversary of the
                                    Participant's Employment Commencement Date.

         (b)               [ ]      THE EARLY RETIREMENT AGE IS THE FIRST DAY OF
                                    THE MONTH AFTER THE PARTICIPANT ATTAINS AGE
                                    (SPECIFY 55 OR GREATER) AND COMPLETES_______
                                    YEARS OF VESTING SERVICE.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they reach
                  Early Retirement Age shall be 100% vested in their Accounts
                  under the Plan.

         (c)               [X]      A PARTICIPANT WHO BECOMES DISABLED, AS
                           DEFINED IN SECTION 1.14, IS ELIGIBLE FOR DISABILITY
                           RETIREMENT.

                  NOTE: If this Option is elected, Participants who are employed
                  by the Employer or a Related Employer on the date they become
                  disabled shall be 100% vested in their Accounts under the
                  Plan.

1.14     DEFINITION OF DISABLED

         A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)):

         (a)               [ ]      satisfies the requirements for benefits
                           under the Employer's long-term disability plan.

         (b)      [X]      satisfies the requirements for Social Security
                  disability benefits.

         (c)      [X]      is determined to be disabled by a physician approved
                  by the Employer.

1.15     VESTING

         A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS
         AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR
         MATCHING EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN
         SUBSECTION 1.10(a)(3) OR 1.11(a)(3), SHALL BE BASED UPON HIS YEARS OF
         VESTING SERVICE AND THE SCHEDULE(S) SELECTED BELOW, EXCEPT AS PROVIDED
         IN SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE
         ADOPTION AGREEMENT.

         (a)      [ ]      YEARS OF VESTING SERVICE SHALL EXCLUDE:

                  (1)               [ ]      for new plans, service prior to the
                                    Effective Date as defined in Subsection
                                    1.01(g)(1).

                  (2)               [ ]      for existing plans converting from
                                    another plan document, service prior to the
                                    original Effective Date as defined in
                                    Subsection 1.01(g)(2).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       17



         (b)      VESTING SCHEDULE(S)

                  NOTE: The vesting schedule selected below applies only to
                  Nonelective Employer Contributions and Matching Employer
                  Contributions other than safe harbor contributions under
                  Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor
                  contributions under Options 1.11(a)(3) and 1.10(a)(3) are
                  always 100% vested immediately.



(1)  NONELECTIVE EMPLOYER CONTRIBUTIONS                (2)  MATCHING EMPLOYER CONTRIBUTIONS
       (check one):                                           (check one):
                                                  
(A)  [ ]  N/A - No Nonelective                       (A)  [ ]  N/A - No Matching
           Employer Contributions                              Employer Contributions

(B)  [ ]  100% Vesting immediately                   (B)  [ ]  100%Vesting immediately

(C)  [X]  3 year cliff (see C below)                 (C)  [X]  3 year cliff (see C below)

(D)  [ ]  5 year cliff (see D below)                 (D)  [ ]  5 year cliff (see D below)

(E)  [ ]  6 year graduated (see E below)             (E)  [ ]  6 year graduated (see E below)

(F)  [ ]  7 year graduated (see F below)             (F)  [ ]  7 year graduated (see F below)

(G)  [ ]  Other vesting                              (G)  [ ]  Other vesting
           (complete G1 below)                                   (complete G2 below)




    YEARS OF
VESTING SERVICE                                 APPLICABLE VESTING SCHEDULE(S)
==========================================================================================================
                           C             D            E          F              G1                G2
==========================================================================================================
                                                                             
       0                    0%            0%           0%         0%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       1                    0%            0%           0%         0%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       2                    0%            0%          20%         0%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       3                  100%            0%          40%        20%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       4                  100%            0%          60%        40%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       5                  100%          100%          80%        60%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
       6                  100%          100%         100%        80%         ________ %        ________%
- ----------------------------------------------------------------------------------------------------------
   7 or more              100%          100%         100%       100%               100%             100%
==========================================================================================================


                  NOTE: A schedule elected under G1 or G2 above must be at least
                  as favorable as one of the schedules in C, D, E or F above.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       18



                  NOTE: If the Plan is being amended to provide a more
                  restrictive vesting schedule, the more favorable vesting
                  schedule shall continue to apply to Participants who are
                  Active Participants immediately prior to the later of (1) the
                  effective date of the amendment or (2) the date the amendment
                  is adopted.

         (c)      [ ]      A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING
                  SCHEDULE(S) SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS.
                  Please complete the Vesting Schedule Addendum to the Adoption
                  Agreement.

         (d)      APPLICATION OF FORFEITURES - If a Participant forfeits any
                  portion of his non-vested Account balance as provided in
                  Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be
                  (check one):

                  (1)               [ ]      N/A - Either (A) no Matching
                                    Employer Contributions are made with respect
                                    to Deferral Contributions under the Plan and
                                    all other Employer Contributions are 100%
                                    vested when made or (B) there are no
                                    Employer Contributions under the Plan.

                  (2)      [X]      applied to reduce Employer contributions.

                  (3)               [ ]      allocated among the Accounts of
                                    eligible Participants in the manner provided
                                    in Section 1.11. (ONLY IF OPTION 1.11(a) OR
                                    (b) IS CHECKED.)

1.16     PREDECESSOR EMPLOYER SERVICE

         [ ]      SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(b) AND
                  VESTING IN SUBSECTION 1.15(b) OF THIS PLAN SHALL INCLUDE
                  SERVICE WITH THE FOLLOWING PREDECESSOR EMPLOYER(S):

1.17     PARTICIPANT LOANS

         PARTICIPANT LOANS (check one):

         (a)               [X]      ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND
                           LOAN PROCEDURES OUTLINED IN THE SERVICE AGREEMENT.

         (b)      [ ]      ARE NOT ALLOWED.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       19



1.18     IN-SERVICE WITHDRAWALS

         PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT
         UNDER THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)):

         (a)               [X] HARDSHIP WITHDRAWALS - Hardship withdrawals from
                           a Participant's Deferral Contributions Account shall
                           be allowed in accordance with Section 10.05, subject
                           to a $500 minimum amount.

         (b)               [ ]      AGE 59 1/2 - Participants shall be entitled
                           to receive a distribution of all or any portion of
                           the following Accounts upon attainment of age 59 1/2
                           (check one):

                  (1)      [ ]      Deferral Contributions Account.

                  (2)      [ ]      All vested account balances.

         (c)      WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER
                  CONTRIBUTIONS -

                  (1)      Unless otherwise provided below, Employee
                           Contributions may be withdrawn in accordance with
                           Section 10.02 at any time.

                           (A)               [ ]      Employees may not make
                                             withdrawals of Employee
                                             Contributions more frequently than:

                                             ___________________________________

                  (2)      Rollover Contributions may be withdrawn in accordance
                           with Section 10.03 at any time.

         (d)               [ ]      PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS -
                           Check if the Plan was converted by plan amendment or
                           received transfer contributions from another defined
                           contribution plan, and benefits under the other
                           defined contribution plan were payable as (check the
                           appropriate box(es)):

                  (1)               [ ]      an in-service withdrawal of vested
                                    employer contributions maintained in a
                                    Participant's Account (check (A) and/or
                                    (B)):

                           (A)      [ ]      for at least_________(24 or more)
                                    months.

                                    (i)               [ ]      Special
                                                      restrictions applied to
                                                      such in-service
                                                      withdrawals under the
                                                      prior plan that the
                                                      Employer wishes to
                                                      continue under the Plan as
                                                      restated hereunder. Please
                                                      complete the Protected
                                                      In-Service Withdrawals
                                                      Addendum to the Adoption
                                                      Agreement identifying the
                                                      restrictions.

                           (B)      [ ]      after the Participant has at least
                                    60 months of participation.

                                    (i)              [ ]       Special
                                                      restrictions applied to
                                                      such in-service
                                                      withdrawals under the
                                                      prior plan that the
                                                      Employer wishes to
                                                      continue under the Plan as
                                                      restated hereunder. Please
                                                      complete the Protected
                                                      In-Service Withdrawals
                                                      Addendum to the Adoption
                                                      Agreement identifying the
                                                      restrictions.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       20



                  (2)               [ ]      another in-service withdrawal
                                    option that is a "protected benefit" under
                                    Code Section 411(d)(6) or an in-service
                                    hardship withdrawal option not otherwise
                                    described in Section 1.18(a). Please
                                    complete the Protected In-Service
                                    Withdrawals Addendum to the Adoption
                                    Agreement identifying the in-service
                                    withdrawal option(s).

1.19     FORM OF DISTRIBUTIONS

         SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE
         PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es)
         and, if any forms of payment selected in (b), (c) and/or (d) apply only
         to a specific class of Participants, complete Subsection (b) of the
         Forms of Payment Addendum.)

         (a)      LUMP SUM PAYMENTS - Lump sum payments are always available
                  under the Plan.

         (b)      [ ]      INSTALLMENT PAYMENTS - Participants may elect
                  distribution under a systematic withdrawal plan
                  (installments).

         (c)      [ ]      ANNUITIES (Check if the Plan is retaining any annuity
                  form(s) of payment.)

                  (1)      An annuity form of payment is available under the
                           Plan for the following reason(s) (check (A) and/or
                           (B), as applicable):

                           (A)      [ ]      As a result of the Plan's receipt
                                             of a transfer of assets from
                                             another defined contribution plan
                                             or pursuant to the Plan terms prior
                                             to the Amendment Effective Date
                                             specified in Section 1.01(g)(2),
                                             benefits were previously payable in
                                             the form of an annuity that the
                                             Employer elects to continue to be
                                             offered as a form of payment under
                                             the Plan.

                           (B)      [ ]      The Plan received a transfer of
                                             assets from a defined benefit plan
                                             or another defined contribution
                                             plan that was subject to the
                                             minimum funding requirements of
                                             Code Section 412 and therefore an
                                             annuity form of payment is a
                                             protected benefit under the Plan in
                                             accordance with Code Section
                                             411(d)(6).

                  (2)      The normal form of payment under the Plan is (check
                           (A) or (B)):

                           (A)      [ ]      A lump sum payment.

                                    (i)      Optional annuity forms of payment
                                             (check (I) and/or (II), as
                                             applicable). (MUST CHECK AND
                                             COMPLETE (I) IF A LIFE ANNUITY IS
                                             ONE OF THE OPTIONAL ANNUITY FORMS
                                             OF PAYMENT UNDER THE PLAN.)

                                             (I)      [ ]      A married
                                                               Participant who
                                                               elects an annuity
                                                               form of payment
                                                               shall receive a
                                                               qualified joint
                                                               and _________ %
                                                               (AT LEAST 50%)
                                                               survivor annuity.
                                                               An unmarried
                                                               Participant shall
                                                               receive a single
                                                               life annuity,
                                                               unless a
                                                               different form of
                                                               payment is
                                                               specified below:

                                             (II)     [ ]      Other annuity
                                                               form(s) of
                                                               payment. Please
                                                               complete
                                                               Subsection (a) of

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       21



                                                               the Forms of
                                                               Payment Addendum
                                                               describing the
                                                               other annuity
                                                               form(s) of
                                                               payment available
                                                               under the Plan.

                           (B)      [ ]      A life annuity (complete (i) and
                                    (ii) and check (iii) if applicable).

                                    (i)      The normal form for married
                                             Participants is a qualified joint
                                             and _____ % (AT LEAST 50%) survivor
                                             annuity. The normal form for
                                             unmarried Participants is a single
                                             life annuity, unless a different
                                             annuity form is specified below:

                                    (ii)     The qualified preretirement
                                             survivor annuity provided to a
                                             Participant's spouse is purchased
                                             with ______ % (AT LEAST 50%) of the
                                             Participant's Account.

                                    (iii)    [ ]      Other annuity form(s) of
                                                      payment. Please complete
                                                      Subsection (a) of the
                                                      Forms of Payment Addendum
                                                      describing the other
                                                      annuity form(s) of payment
                                                      available under the Plan.

         (d)      [ ]      OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of
                           the Plan's receipt of a transfer of assets from
                           another plan or pursuant to the Plan terms prior to
                           the Amendment Effective Date specified in 1.01(g)(2),
                           benefits were previously payable in the following
                           form(s) of payment not described in (a), (b) or (c)
                           above and the Plan will continue to offer these
                           form(s) of payment:

         (e)      [ ]      ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE
                           SECTION 411(d)(6). Check if either (1) under the Plan
                           terms prior to the Amendment Effective Date or (2)
                           under the terms of another plan from which assets
                           were transferred, benefits were payable in a form of
                           payment that will cease to be offered after a
                           specified date. Please complete Subsection (c) of the
                           Forms of Payment Addendum describing the forms of
                           payment previously available and the effective date
                           of the elimination of the form(s) of payment.

1.20     TIMING OF DISTRIBUTIONS

         EXCEPT AS PROVIDED IN SUBSECTION 1.20(a) OR (b) AND THE POSTPONED
         DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE
         MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT
         AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT'S
         APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR.

         (a)               REQUIRED COMMENCEMENT OF DISTRIBUTION - If a
                           Participant does not elect to receive benefits as of
                           an earlier date, as permitted under the Plan,
                           distribution of a Participant's Account shall begin
                           as of the Participant's Required Beginning Date.

         (b)               [ ]      POSTPONED DISTRIBUTIONS - Check if the Plan
                           was converted by plan amendment from another defined
                           contribution plan that provided for the postponement
                           of certain distributions from the Plan to eligible
                           Participants and the Employer wants to continue to
                           administer the Plan using the postponed distribution
                           provisions. Please complete the Postponed
                           Distribution Addendum to the Adoption Agreement
                           indicating the types of distributions that are
                           subject to postponement and the period of
                           postponement.

                  NOTE: An Employer may not provide for postponement of
                  distribution to a Participant beyond the 60th day following
                  the close of the Plan Year in which (1) the Participant
                  attains Normal Retirement Age under the Plan, (2)

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       22



                  the Participant's 10th anniversary of participation in the
                  Plan occurs, or (3) the Participant's employment terminates,
                  whichever is latest.

1.21     TOP HEAVY STATUS

         (a)      THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS
                  OF ARTICLE 15 (check one):

                  (1)               [ ]      for each Plan Year, whether or not
                                    the Plan is a "top-heavy plan" as defined in
                                    Subsection 15.01(f).

                  (2)               [X]      for each Plan Year, if any, for
                                    which the Plan is a "top-heavy plan" as
                                    defined in Subsection 15.01(f).

                  (3)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                                    COLLECTIVE BARGAINING AGREEMENT.)

         (b)      IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN
                  EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING
                  ASSUMPTIONS SHALL APPLY:

                  (1)      [ ]      Interest rate:________________% per annum.

                  (2)      [ ]      Mortality table:______________________.

                  (3)               [X]      Not applicable. (CHOOSE ONLY IF
                                    EITHER (A) PLAN COVERS ONLY EMPLOYEES
                                    SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT
                                    OR (B) EMPLOYER DOES NOT MAINTAIN AND HAS
                                    NOT MAINTAINED ANY DEFINED BENEFIT PLAN
                                    DURING THE FIVE-YEAR PERIOD ENDING ON THE
                                    APPLICABLE "DETERMINATION DATE", AS DEFINED
                                    IN SUBSECTION 15.01(a).)

         (c)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER
                  CONTRIBUTION OF AT LEAST 3.0 (3, 4, 5, OR 7 1/2)% OF
                  COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION
                  15.03. THE MINIMUM EMPLOYER CONTRIBUTION PROVIDED IN THIS
                  SUBSECTION 1.21(c) SHALL BE MADE UNDER THIS PLAN ONLY IF THE
                  PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER ANOTHER
                  QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS
                  OTHERWISE BELOW:

                  (1)               [ ]      The minimum Employer Contribution
                                    shall be paid under this Plan in any event.

                  (2)               [ ]      Another method of satisfying the
                                    requirements of Code Section 416. Please
                                    complete the 416 Contribution Addendum to
                                    the Adoption Agreement describing the way in
                                    which the minimum contribution requirements
                                    will be satisfied in the event the Plan is
                                    or is treated as a "top-heavy plan".

                  (3)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    PLAN COVERS ONLY EMPLOYEES SUBJECT TO A
                                    COLLECTIVE BARGAINING AGREEMENT.)

                  NOTE: The minimum Employer contribution may be less than the
                  percentage indicated in Subsection 1.21(c) above to the extent
                  provided in Section 15.03.

         (d)      IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN
                  YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF
                  THE SCHEDULE(S) ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN
                  YEAR AND EACH PLAN YEAR THEREAFTER (check one):

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       23



                  (1)               [ ]      Not applicable. (CHOOSE ONLY IF
                                    EITHER (A) PLAN PROVIDES FOR NONELECTIVE
                                    EMPLOYER CONTRIBUTIONS AND THE SCHEDULE
                                    ELECTED IN SUBSECTION 1.15(b)(1) IS AT LEAST
                                    AS FAVORABLE IN ALL CASES AS THE SCHEDULES
                                    AVAILABLE BELOW OR (B) PLAN COVERS ONLY
                                    EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING
                                    AGREEMENT.)

                  (2)      [X]      100% vested after 3 (NOT IN EXCESS OF 3)
                           years of Vesting Service.

                  (3)      [ ]      Graded vesting:



==============================================================================
                                       VESTING                        MUST BE
YEARS OF VESTING SERVICE              PERCENTAGE                      AT LEAST
- ------------------------------------------------------------------------------
                                                                
           0                                                             0%
- ------------------------------------------------------------------------------
           1                                                             0%
- ------------------------------------------------------------------------------
           2                                                            20%
- ------------------------------------------------------------------------------
           3                                                            40%
- ------------------------------------------------------------------------------
           4                                                            60%
- ------------------------------------------------------------------------------
           5                                                            80%
- ------------------------------------------------------------------------------
       6 or more                                                       100%
==============================================================================


                           NOTE: If the Plan provides for Nonelective Employer
                           Contributions and the schedule elected in Subsection
                           1.15(b)(1) is more favorable in all cases than the
                           schedule elected in Subsection 1.21(d) above, then
                           the schedule in Subsection 1.15(b)(1) shall continue
                           to apply even in Plan Years in which the Plan is a
                           "top-heavy plan".

1.22     CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION
         PLANS

         If the Employer maintains other defined contribution plans, annual
         additions to a Participant's Account shall be limited as provided in
         Section 6.12 of the Plan to meet the requirements of Code Section 415,
         unless the Employer elects otherwise below and completes the 415
         Correction Addendum describing the order in which annual additions
         shall be limited among the plans.

         (a)      [ ]      OTHER ORDER FOR LIMITING ANNUAL ADDITIONS

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       24



1.23     INVESTMENT DIRECTION

         INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check
         one):

         (a)               [ ]      in accordance with the investment directions
                           provided to the Trustee by the Employer for
                           allocating all Participant Accounts among the Options
                           listed in the Service Agreement.

         (b)               [X]      in accordance with the investment directions
                           provided to the Trustee by each Participant for
                           allocating his entire Account among the Options
                           listed in the Service Agreement.

         (c)               [ ]      in accordance with the investment directions
                           provided to the Trustee by each Participant for all
                           contribution sources in his Account, except that the
                           following sources shall be invested in accordance
                           with the investment directions provided by the
                           Employer (check (1) and/or (2)):

                  (1)      [ ]      Nonelective Employer Contributions

                  (2)      [ ]      Matching Employer Contributions

                           The Employer must direct the applicable sources among
                           the same investment options made available for
                           Participant directed sources listed in the Service
                           Agreement.

1.24     RELIANCE ON OPINION LETTER

         An adopting Employer may rely on the opinion letter issued by the
         Internal Revenue Service as evidence that this Plan is qualified under
         Code Section 401 only to the extent provided in Announcement 2001-77,
         2001-30 I.R.B. The Employer may not rely on the opinion letter in
         certain other circumstances or with respect to certain qualification
         requirements, which are specified in the opinion letter issued with
         respect to this Plan and in Announcement 2001-77. In order to have
         reliance in such circumstances or with respect to such qualification
         requirements, application for a determination letter must be made to
         Employee Plans Determinations of the Internal Revenue Service. Failure
         to fill out the Adoption Agreement properly may result in
         disqualification of the Plan.

         This Adoption Agreement may be used only in conjunction with Fidelity
         Basic Plan Document No. 02. The Prototype Sponsor shall inform the
         adopting Employer of any amendments made to the Plan or of the
         discontinuance or abandonment of the prototype plan document.

1.25     PROTOTYPE INFORMATION:

         Name of Prototype Sponsor:       Fidelity Management & Research Company
         Address of Prototype Sponsor:    82 Devonshire Street
                                          Boston, MA 02109

         Questions regarding this prototype document may be directed to the
         following telephone number: 1-800-343-9184.

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       25



                                 EXECUTION PAGE
                                (FIDELITY'S COPY)

         IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this

         13th day of January, 2003.

                           Employer:    PharmChem, Inc.
                           By:          /S/ DAVID LATTANZIO
                                      ------------------------------------------
                           Title:       Vice President

                           Employer:  __________________________________________

                           By:        __________________________________________

                           Title:     __________________________________________

         Accepted by:

         Fidelity Management Trust Company, as Trustee

         By:      /S/ GREGORY M. PERKINS               Date: 1/21/2003
                ------------------------------------
         Title:   Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       26



                                 EXECUTION PAGE
                                (EMPLOYER'S COPY)

         IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this

         13th day of January, 2003.

                           Employer:    PharmChem, Inc.
                           By:          /S/ DAVID LATTANZIO
                                      ------------------------------------------
                           Title:       Vice President

                           Employer:  __________________________________________

                           By:        __________________________________________

                           Title:     __________________________________________

         Accepted by:

         Fidelity Management Trust Company, as Trustee

         By:      /S/ GREGORY M. PERKINS               Date: 1/21/2003
                ------------------------------------
         Title:   Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement (SM)                            Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       27



                            AMENDMENT EXECUTION PAGE

         This page is to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to this execution page.

         The following section(s) of the Plan are hereby amended effective as of
the date(s) set forth below:



         Section Amended                       Page                       Effective Date
- ---------------------------------     ----------------------     --------------------------------
                                                           
_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________

_________________________________     ______________________     ________________________________


         IN WITNESS WHEREOF, the Employer has caused this Amendment to be
executed this_____ day of

 ____________,____________.

Employer:
                                          __________________________   Employer:

By:
                                          __________________________         By:
                                          __________________________
Title:

                                          __________________________      Title:
                                          __________________________

Accepted by:

Fidelity Management Trust Company, as Trustee

By:     ______________________________                      Date: ______________

Title:  ______________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       28



                                    ADDENDUM

                           RE: SPECIAL EFFECTIVE DATES
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)               [ ]      SPECIAL EFFECTIVE DATES FOR OTHER
                           PROVISIONS - The following provisions (e.g., new
                           eligibility requirements, new contribution formula,
                           etc.) shall be effective as of the dates specified
                           herein:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

         (b)               [ ]      PLAN MERGER EFFECTIVE DATES - The following
                           plan(s) were merged into the Plan after the Effective
                           Date indicated in Subsection 1.01(g)(1) or (2), as
                           applicable. The provisions of the Plan are effective
                           with respect to the merged plan(s) as of the date(s)
                           indicated below:

                  (1)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       29



                  (2)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (3)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (4)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

                  (5)      Name of merged plan:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           Effective date:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       30



                                    ADDENDUM

                 RE: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA

                  NOTE: Matching Employer Contributions made under this Option
                  must be 100% vested when made and may only be distributed
                  because of death, disability, separation from service, age 59
                  1/2, or termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

                  (1)               [ ]      100% of the first 3% of the Active
                                    Participant's Compensation contributed to
                                    the Plan and 50% of the next 2% of the
                                    Active Participant's Compensation
                                    contributed to the Plan.

                           (A)               [ ]      Safe harbor Matching
                                             Employer Contributions shall not be
                                             made on behalf of Highly
                                             Compensated Employees.

                           NOTE: If the Employer selects this formula and does
                           not elect Option 1.10(b), Additional Matching
                           Employer Contributions, Matching Employer
                           Contributions will automatically meet the safe harbor
                           contribution requirements for deemed satisfaction of
                           the "ACP" test. (Employee Contributions must still be
                           tested.)

                  (2)               [ ]      Other Enhanced Match:

                           ______ % of the first______% of the Active
                           Participant's Compensation contributed to the plan,

                           _______% of the next______% of the Active
                           Participant's Compensation contributed to the plan,

                           _______% of the next______% of the Active
                           Participant's Compensation contributed to the plan.

                           NOTE: To satisfy the safe harbor contribution
                           requirement for the "ADP" test, the percentages
                           specified above for Matching Employer Contributions
                           may not increase as the percentage of Compensation
                           contributed increases, and the aggregate amount of
                           Matching Employer Contributions at such rates must at
                           least equal the aggregate amount of Matching Employer
                           Contributions which would be made under the
                           percentages described in (a)(1) of this Addendum.

                           (A)               [ ]      Safe harbor Matching
                                             Employer Contributions shall not be
                                             made on behalf of Highly
                                             Compensated Employees.

                           (B)               [ ]      The formula specified
                                             above is also intended to satisfy
                                             the safe harbor contribution
                                             requirement for deemed satisfaction
                                             of the "ACP" test with respect to
                                             Matching Employer Contributions.
                                             (Employee Contributions must still
                                             be tested.)

                                    NOTE: To satisfy the safe harbor
                                    contribution requirement for the "ACP" test,
                                    the Deferral Contributions and/or Employee
                                    Contributions matched cannot exceed 6% of a
                                    Participant's Compensation.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       31



                                    ADDENDUM

                RE: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION

                  (1)               [ ]      For each Plan Year, the Employer
                                    shall contribute for each eligible Active
                                    Participant an amount equal to _____ % (NOT
                                    LESS THAN 3% NOR MORE THAN 15%) of such
                                    Active Participant's Compensation.

                  (2)               [ ]      The Employer may decide each Plan
                                    Year whether to amend the Plan by electing
                                    and completing (A) below to provide for a
                                    contribution on behalf of each eligible
                                    Active Participant in an amount equal to at
                                    least 3% of such Active Participant's
                                    Compensation.

                           NOTE: An Employer that has selected Subsection (a)(2)
                           above must amend the Plan by electing (A) below and
                           completing the Amendment Execution Page no later than
                           30 days prior to the end of each Plan Year for which
                           safe harbor Nonelective Employer Contributions are
                           being made.

                           (A)               [ ]      For the Plan Year
                                             beginning _____, the Employer shall
                                             contribute for each eligible Active
                                             Participant an amount equal to %
                                             (not less than 3% nor more than
                                             15%) of such Active Participant's
                                             Compensation.

                  NOTE: Safe harbor Nonelective Employer Contributions must be
                  100% vested when made and may only be distributed because of
                  death, disability, separation from service, age 59 1/2, or
                  termination of the Plan without the establishment of a
                  successor plan. In addition, each Plan Year, the Employer must
                  provide written notice to all Active Participants of their
                  rights and obligations under the Plan.

         (b)               [ ]      Safe harbor Nonelective Employer
                           Contributions shall not be made on behalf of Highly
                           Compensated Employees.

         (c)               [ ]      In conjunction with its election of the safe
                           harbor described above, the Employer has elected to
                           make Matching Employer Contributions under Subsection
                           1.10 that are intended to meet the requirements for
                           deemed satisfaction of the "ACP" test with respect to
                           Matching Employer Contributions.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       32



                                    ADDENDUM

                      RE: PROTECTED IN-SERVICE WITHDRAWALS
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR
                  SPECIFIED PERIOD - The following restrictions apply to
                  in-service withdrawals made in accordance with Subsection
                  1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF
                  CONTRIBUTIONS RESTRICTION):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         (b)      RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF
                  PARTICIPATION IN PLAN FOR 60 OR MORE MONTHS - The following
                  restrictions apply to in-service withdrawals made in
                  accordance with Subsection 1.18(d)(1)(B) (CANNOT INCLUDE ANY
                  MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION):

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

         (c)               [ ]      OTHER IN-SERVICE HARDSHIP WITHDRAWAL
                           PROVISIONS - In-service hardship withdrawals are
                           permitted from a Participant's Deferral Contributions
                           Account and the other sub-accounts specified below,
                           subject to the conditions otherwise applicable to
                           hardship withdrawals from a Participant's Deferral
                           Contributions Account:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       33



         (d)               [ ]      OTHER IN-SERVICE WITHDRAWAL PROVISIONS -
                           In-service withdrawals from a Participant's Accounts
                           specified below shall be available to Participants
                           who satisfy the requirements also specified below:

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                  (1)               [ ]      The following restrictions apply to
                                    a Participant's Account following an
                                    in-service withdrawal made pursuant to (d)
                                    above (CANNOT INCLUDE ANY MANDATORY
                                    SUSPENSION OF CONTRIBUTIONS RESTRICTION):

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

                           _____________________________________________________

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       34



                                    ADDENDUM

                              RE: FORMS OF PAYMENT
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      The following optional forms of annuity will continue to be
                  offered under the Plan:

         (b)      The forms of payment described in Section 1.19(b), (c) and/or
                  (d) apply to the following class(es) of Participants:

                  NOTE: Please indicate if different classes of Participants are
                  subject to different forms of payment.

         (c)      The following forms of payment were previously available under
                  the Plan but will be eliminated as of the date specified in
                  subsection (4) below (check the applicable (box(es) and
                  complete (4)):

                  (1)      [ ]      INSTALLMENT PAYMENTS.

                  (2)      [ ]      ANNUITIES.

                           (A)      [ ]      The normal form of payment under
                                             the Plan was a lump sum and all
                                             optional annuity forms of payment
                                             not listed under Section
                                             1.19(c)(2)(A)(i) are eliminated.
                                             The eliminated forms of payment
                                             include the following:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       35



                           (B)      [ ]      The normal form of payment under
                                             the Plan was a life annuity and all
                                             annuity forms of payment not listed
                                             under Section 1.19(c)(2)(B) are
                                             eliminated. (COMPLETE (i) AND (ii)
                                             AND, IF APPLICABLE, (iii).)

                                             (i)      The normal form for
                                                      married Participants was a
                                                      qualified joint and _____
                                                      % (AT LEAST 50%) survivor
                                                      annuity. The normal form
                                                      for unmarried Participants
                                                      was a single life annuity,
                                                      unless a different form is
                                                      specified below:

                                             (ii)     The qualified
                                                      preretirement survivor
                                                      annuity provided to a
                                                      Participant's spouse was
                                                      purchased with  _____ %
                                                      (AT LEAST 50%) of the
                                                      Participant's Account.

                                             (iii)    The other annuity form(s)
                                                      of payment previously
                                                      available under the Plan
                                                      included the following:

                  (3)      [ ]      OTHER NON-ANNUITY FORMS OF PAYMENT. All
                                    other non-annuity forms of payment that are
                                    not listed in Section 1.19(d) but that were
                                    previously available under the Plan are
                                    eliminated. The eliminated non-annuity forms
                                    of payment include the following:

                  (4)      The form(s) of payment described in this Subsection
                           (c) will not be offered to Participants who have an
                           Annuity Starting Date which occurs on or after _____
                           (CANNOT BE EARLIER THAN SEPTEMBER 6, 2000).
                           Notwithstanding the date entered above, the forms of
                           payment described in this Subsection (c) will
                           continue to be offered to Participants who have an
                           Annuity Starting Date that occurs (1) within 90 days
                           following the date the Employer provides affected
                           Participants with a summary that satisfies the
                           requirements of 29 CFR 2520.104b-3 and that notifies
                           them of the elimination of the applicable form(s) of
                           payment, but (2) no later than the first day of the
                           second Plan Year following the Plan Year in which the
                           amendment eliminating the applicable form(s) of
                           payment is adopted.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       36



                                    ADDENDUM

                              RE: VESTING SCHEDULE
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      MORE FAVORABLE VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (a)(2) below:

                  (2)      The vesting schedule specified in (a)(1) above
                           applies to the following class of Participants:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       37



         (b)      [ ]      ADDITIONAL VESTING SCHEDULE

                  (1)      The following vesting schedule applies to the class
                           of Participants described in (b)(2) below:

                  (2)      The vesting schedule specified in (b)(1) above
                           applies to the following class of Participants:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       38



                                    ADDENDUM

                           RE: POSTPONED DISTRIBUTIONS
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The
         types of distributions specified below to eligible Participants of
         their vested interests in their Accounts shall be postponed for the
         period also specified below:

         Notwithstanding the foregoing, if the Employer selected an Early
         Retirement Age in Subsection 1.14(b) that is the later of an attained
         age or completion of a specified number of years of Vesting Service,
         any Participant who terminates employment on or after completing the
         required number of years of Vesting Service, but before attaining the
         required age shall be eligible to commence distribution of his vested
         interest in his Account upon attaining the required age.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       39



                                    ADDENDUM

                               RE: 415 CORRECTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If
                  the Employer, or any employer required to be aggregated with
                  the Employer under Code Section 415, maintains any other
                  qualified defined contribution plans or any "welfare benefit
                  fund", "individual medical account", or "simplified medical
                  account", annual additions to such plans shall be limited as
                  follows to meet the requirements of Code Section 415:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       40



                                    ADDENDUM

                              RE: 416 CONTRIBUTION
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         (a)      OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the
                  Employer, or any employer required to be aggregated with the
                  Employer under Code Section 416, maintains any other qualified
                  defined contribution or defined benefit plans, the minimum
                  benefit requirements of Code Section 416 shall be satisfied as
                  follows:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       41



                                SNAP OFF ADDENDUM

                     RE: EFFECTIVE DATES FOR GUST COMPLIANCE
                                       FOR

         PLAN NAME:        PharmChem, Inc. 401(k)

         Notwithstanding any other provision of the Plan to the contrary, to
         comply with changes required by the Retirement Protection Act of 1994
         ("GATT"), the Uniformed Services Employment and Reemployment Rights Act
         of 1994 ("USERRA"), the Small Business Job Protection Act of 1996
         ("SBJPA"), the Taxpayer Relief Act of 1997 ("TRA `97") and the Internal
         Revenue Service Restructuring and Reform Act of 1998 (collectively,
         "GUST"), the following provisions shall apply effective as of the dates
         set forth below:

         (a)      THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS
                  BEGINNING ON OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE
                  DATE SPECIFIED IN SUBSECTION 1.01(g)(2):

                  (1)      HCE DETERMINATIONS HISTORY - The Plan was operated in
                           accordance with the provisions of Subsections 1.06(a)
                           and 1.06(b), unless otherwise provided below.

                           (A)               [ ]      HCE DETERMINATIONS: LOOK
                                             BACK YEAR ELECTIONS - For the
                                             following Plan Year(s), the Plan
                                             was operated in accordance with a
                                             different look back year election
                                             as provided below:

                           (B)               [ ]      HCE DETERMINATIONS: TOP
                                             PAID GROUP ELECTIONS - For the
                                             following Plan Year(s), the Plan
                                             was operated in accordance with a
                                             different top paid group election
                                             as provided below:

                  (2)      ADP/ACP TESTING METHODS HISTORY - The Plan was
                           operated using the testing method shown in Subsection
                           1.06(a), unless otherwise provided below.

                           (A)               [ ]      For the following Plan
                                             Years, the Plan was operated in
                                             accordance with a different method
                                             as provided below:

                  (3)      FIRST YEAR TESTING METHOD - If the first Plan Year
                           that the Plan, other than a successor plan, permitted
                           Deferral Contributions or provided for either
                           Employee or Matching Employer Contributions, occurred
                           on or after January 1, 1997 but prior to the
                           Effective Date specified in Subsection 1.01(g)(2),
                           the "ADP" and/or "ACP" test for such first Plan Year
                           was applied using the actual "ADP" and/or "ACP" of
                           Non-Highly Compensated Employees for such first Plan
                           Year, unless otherwise provided below.

                           (A)               [ ]      The "ADP" and/or "ACP"
                                             test for the first Plan Year that
                                             the Plan permitted Deferral
                                             Contributions or provided for
                                             either Employee or Matching
                                             Employer Contributions was applied
                                             assuming a 3% "ADP" and/or "ACP"
                                             for Non-Highly Compensated
                                             Employees.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       42



         (b)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE
                  SUBSECTION(s) (A):

                  (1)      The definition of "Required Beginning Date" in
                           Subsection 2.01(ss) is effective January 1, 1997.

                           (A)               [ ]      Later effective date
                                             applicable to the definition of
                                             Required Beginning Date in
                                             Subsection 2.01(ss): _____ (CANNOT
                                             BE LATER THAN THE JANUARY 1
                                             FOLLOWING THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2)).

                  (2)      The elimination of all family aggregation rules is
                           effective for Plan Years beginning on or after
                           January 1, 1997.

                           (A)               [ ]      Later effective date
                                             applicable to elimination of family
                                             aggregation rules: (CANNOT BE LATER
                                             THAN THE FIRST DAY OF THE PLAN YEAR
                                             IN WHICH THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2) OCCURS).

                  (3)      The inclusion in Compensation for purposes of Code
                           Section 415 of amounts excluded from gross income
                           under a salary reduction agreement by reason of the
                           application of Code Sections 125, 402(e)(3), 402(h),
                           or 403(b), as provided in Subsection 6.12(d), is
                           effective for Limitation Years beginning on or after
                           January 1, 1998.

                           (A)               [ ]      Later effective date
                                             applies to modification of
                                             definition of Compensation for Code
                                             Section 415 purposes: _____ (CANNOT
                                             BE LATER THAN THE FIRST DAY OF THE
                                             LIMITATION YEAR IN WHICH THE DATE
                                             SPECIFIED IN SUBSECTION 1.01(g)(2)
                                             OCCURS).

                  (4)      The increase in the cash out limitation from $3,500
                           to $5,000 is effective the first day of the first
                           Plan Year beginning after August 5, 1997.

                           (A)               [ ]      Later effective date
                                             applies to increase in cash out
                                             limitation: _____ (CANNOT BE LATER
                                             THAN THE DATE SPECIFIED IN
                                             SUBSECTION 1.01(g)(2)).

                  (5)      The elimination of the "look back" requirement for
                           mandatory cashouts with respect to Participants whose
                           Accounts are not subject to the requirements of
                           Section 14.04 shall be effective with respect to
                           distributions made on or after March 22, 1999.

                           (A)               [ ]      Later effective date
                                             applies to elimination of look back
                                             requirement for mandatory cashouts:
                                             _____ (CANNOT BE LATER THAN THE
                                             DATE SPECIFIED IN SUBSECTION
                                             1.01(g)(2)).

                  (6)      The exclusion from the definition of "eligible
                           rollover distribution" in Subsection 13.04(c) of
                           hardship withdrawals of Deferral Contributions made
                           in accordance with the provisions of Section 10.05 or
                           the Protected In-Service Withdrawal Addendum to the
                           Adoption Agreement is effective for distributions
                           made on or after January 1, 1999.

                           (A)               [ ]      Later effective date
                                             applies to rollover treatment of
                                             hardship withdrawals of Deferral
                                             Contributions: (CANNOT BE LATER
                                             THAN THE EARLIER OF JANUARY 1, 2000
                                             OR THE DATE SPECIFIED IN SUBSECTION
                                             1.01(g)(2)).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       43



         (c)      THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING
                  DATES:

                  (1)      The inclusion in Compensation of amounts excluded
                           from gross income under a salary reduction agreement
                           by reason of the application of Code Sections
                           132(f)(4) (the "132(f) Amendment"), as provided in
                           Subsections 2.01(s) and 2.01(z) and Sections 5.02 and
                           15.03 is effective for Plan Years beginning on or
                           after January 1, 2001, or, if earlier, the first day
                           of the Plan Year in which the Plan has been operated
                           in accordance with the 132(f) Amendment, but, in no
                           case earlier than the first Plan Year beginning on or
                           after January 1, 1998.

                           The 132(f) Amendment, as provided in Subsection
                           6.12(d) is effective for Limitation Years beginning
                           on or after January 1, 2001, or, if earlier, the
                           first day of the Limitation Year in which the Plan
                           has been operated in accordance with the 132(f)
                           Amendment, but, in no case earlier than the first
                           Limitation Year beginning on or after January 1,
                           1998.

                  (2)      The definition of "Highly Compensated Employee" in
                           Subsection 2.01(z) is effective for Plan Years
                           beginning on or after January 1, 1997.

                  (3)      The definition of "Leased Employee" in Subsection
                           2.01(cc) is effective for Plan Years beginning on or
                           after January 1, 1997.

                  (4)      The change in the "maximum permissible amount", as
                           defined in Subsection 6.01(r), to $30,000 adjusted
                           for cost of living increases, is effective for
                           Limitation Years beginning on or after January 1,
                           1995.

                  (5)      The rules for applying the "ADP" test, described in
                           Section 6.03, and the "ACP" test, described in
                           Section 6.06 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (6)      The rules for allocating and distributing "excess
                           contributions", as provided in Section 6.04, and the
                           rules for allocation, distribution and forfeiture of
                           "excess aggregate contributions", as provided in
                           Section 6.07 are effective for Plan Years beginning
                           on or after January 1, 1997.

                  (7)      The 4% limitation on discretionary matching employer
                           contributions in the event the Plan is intended to
                           satisfy the safe harbor contribution requirements
                           under the Code such that the "ADP" test (and, if
                           applicable, the "ACP" test) is deemed satisfied is
                           effective only for Plan Years beginning on or after
                           January 1, 2000.

                  (8)      The provisions of Section 18.03, regarding the Code
                           Section 401(a)(13)(C) and (D) exceptions to the
                           nonalienability of benefits rules, apply to
                           judgments, orders, and decrees issued and settlement
                           agreements entered into on or after August 5, 1997.

                  (9)      The provisions of Section 18.07, regarding veterans
                           reemployment rights, are effective December 12, 1994.

         (d)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
                  1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT
                  THAT ARE RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE
                  PROVISIONS OF THIS AMENDMENT AND RESTATEMENT, EXCEPT AS
                  OTHERWISE PROVIDED BELOW:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       44



         (e)      FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION
                  1.01(g)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT
                  THAT ARE RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO
                  THE PLAN DURING THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO
                  THE EXTENT ANY SUCH MERGED PLAN IS AMENDED TO PROVIDE
                  OTHERWISE OR AS PROVIDED BELOW:

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                       45



       THE CORPORATEPLAN FOR RETIREMENT (SM) (PROFIT SHARING/401(K) PLAN)

                         ADDENDUM TO ADOPTION AGREEMENT

                       FIDELITY BASIC PLAN DOCUMENT NO. 02

    RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
                                 AMENDMENTS FOR

PLAN NAME: PHARMCHEM, INC. 401(K)

PREAMBLE

ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted
to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.

SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.

(a)      CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2)
         below to indicate whether eligible Participants age 50 or older by the
         end of a calendar year will be permitted to make catch-up contributions
         to the Plan, as described in Section 5.03(b)(1):

         (1)      [X]      Catch-up contributions shall apply effective
                           January 1, 2002, unless a later effective date is
                           specified herein, _____.

         (2)      [ ]      Catch-up contributions shall not apply.

         NOTE: The Employer must NOT select (a)(1) above unless all plans of all
         employers treated, with the Employer, as a single employer under
         subsections (b), (c), (m), or (o) of Code Section 414 also permit catch
         up contributions (except a plan maintained by the Employer that is
         qualified under Puerto Rico law), as provided in Code Section 414(v)(4)
         and IRS guidance issued thereunder. The effective date applicable to
         catch-up contributions must likewise be consistent among all plans
         described immediately above, to the extent required in Code Section
         414(v)(4) and IRS guidance issued thereunder.

(b)      PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP
         CONTRIBUTIONS. This Section (b) is inapplicable if the Plan converted
         to this Fidelity document from any other document effective after April
         1, 2002.

         For Plans that permit catch-up contributions beginning on or before
         April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described
         in Section 5.03(b)(2) shall apply beginning April 1, 2002, unless
         (b)(1) or (b)(2) is selected below. For Plans that permit catch up
         contributions beginning after April 1, 2002, pursuant to (a)(1) above,
         the Plan Limit set out in Section 1.07(a)(1) shall continue to apply
         unless and until the Employer's election in (b)(2) below, if any,
         provides for a change in the Plan Limit.

         (1)      [ ]      The Plan Limit set out in Section 1.07(a)(1) shall
                           continue to apply on and after April 1, 2002.

         (2)      [ ]      The Plan Limit set out in Section 1.07(a)(1) shall
                           continue to apply until (cannot be before April 1,
                           2002), and the Plan Limit after that date shall be %
                           of Compensation each payroll period.

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        1



(c)      MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The Employer
         must select the box below only if the Employer selected (a)(1) above,
         and the Employer wants to provide Matching Employer Contributions on
         catch-up contributions. In that event, the same rules that apply to
         Matching Employer Contributions on Deferral Contributions other than
         catch-up contributions will apply to Matching Employer Contributions on
         catch-up contributions.

         [ ]      Notwithstanding anything in 2.01(l) to the contrary, Matching
                  Employer Contributions under Section 1.10 shall apply to
                  catch-up contributions described in Section 5.03(b)(1).

(d)      VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section (d)
         only if the vesting schedule for Matching Employer Contributions under
         the Plan must be amended to comply with EGTRRA. This is the case if, in
         the absence of an amendment, the vesting schedule for Matching Employer
         Contributions would not be at least as rapid as Three-Year Cliff or
         Six-Year Graded Vesting, effective for Participants with at least one
         Hour of Service on or after the first Plan Year beginning after
         December 31, 2001, subject to the rule described in (2) below. Complete
         (d)(1) to specify the new vesting schedule; any vesting schedule
         changes must conform to the requirements of Section 16.04 of the Plan.
         Only complete (d)(2) if your Plan is maintained pursuant to a
         collective bargaining agreement ratified by June 7, 2001. Complete
         (d)(3) if the Employer wants to apply the vesting schedule selected in
         (d)(1) to only the portion of a Participant's accrued benefits derived
         from Matching Employer Contributions for Plan Years beginning after
         December 31, 2001.

         (1)      VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless
                  the Employer checks the box in (d)(3) of this EGTRRA
                  Amendments Addendum, the Vesting Schedule set forth below
                  shall apply to all accrued benefits derived from Matching
                  Employer Contributions for Participants who complete an Hour
                  of Service under the Plan in a Plan Year beginning after
                  December 31, 2001, regardless of the Plan Year for which such
                  contributions are made, subject to the Employer's election of
                  a later effective date as indicated in (d)(2) below:

                  [ ]      100% Vesting immediately

                  [ ]      3-Year Cliff (see C below)

                  [ ]      6-Year Graded (see E below)

                  [ ]      Other Vesting Schedule (complete G3 below, but must
                           be at least as favorable as either C or E)



      APPLICABLE VESTING SCHEDULE
- ----------------------------------------
   YEARS OF
VESTING SERVICE     C       E       G3
- ---------------   ------  ------  -------
                         
       0              0%      0%      __%
- ---------------   -----   -----   ------
       1              0%      0%      __%
- ---------------   -----   -----   ------
       2              0%     20%      __%
- ---------------   -----   -----   ------
       3            100%     40%      __%
- ---------------   -----   -----   ------
       4            100%     60%      __%
- ---------------   -----   -----   ------
       5            100%     80%      __%
- ---------------   -----   -----   ------
   6 or more        100%    100%     100%
===============   =====   =====   ======


Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        2



         (2)      DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE
                  BARGAINING. If the plan is maintained pursuant to one or more
                  collective bargaining agreements ratified by June 7, 2001, the
                  effective date for faster vesting of Matching Employer
                  Contributions for Participants covered by such a collective
                  bargaining agreement can be delayed by checking the box below
                  and inserting the effective date, which is the first day of
                  the first Plan Year beginning on or after the earlier of (i)
                  January 1, 2006, or (ii) the later of the date on which the
                  last of the collective bargaining agreements described above
                  terminates (without regard to any extension on or after June
                  7, 2001), or January 1, 2002.

                  [ ]      The vesting schedule elected by the Employer in
                           (d)(1) above shall apply to those Participants
                           covered by a collective bargaining agreement(s)
                           ratified by June 7, 2001, who have at least one Hour
                           of Service on or after ______. Unless the Employer
                           selects the box in (d)(3) below, the vesting schedule
                           selected in (d)(1) above shall apply to the entire
                           accrued benefit derived from Matching Employer
                           Contributions of such Participants with an Hour of
                           Service in a Plan Year beginning on or after the date
                           specified herein. For all other Participants, the
                           vesting schedule shall apply as of the date and in
                           the manner described in (d)(1) and, where applicable,
                           (d)(3).

         (3)      GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The
                  Employer must check the box below only if the Employer wants
                  to grandfather an existing vesting schedule and apply the
                  vesting schedule that the Employer selected in (d)(1) above to
                  only that portion of a Participant's accrued benefit derived
                  from Matching Employer Contributions for Plan Years beginning
                  after December 31, 2001, (and/or for Plan Years beginning on
                  or after the date specified in (d)(2), for any Participants
                  subject to (d)(2), if selected by the Employer).

                  [ ]      The Vesting Schedule in (d)(1) above shall apply only
                           to the portion of a Participant's accrued benefits
                           derived from Matching Employer Contributions under
                           the Plan in a Plan Year beginning after December 31,
                           2001, or such later date applicable to the
                           Participant if specified in (d)(2) above.

(e)      ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The Employer
         must mark the box below only if the Employer does not want the Plan to
         accept Participant Rollover Contributions of qualified plan after-tax
         employee contributions, as described in Section 5.06, which would
         otherwise be effective for distributions after December 31, 2001:

         [ ]      Participant Rollover Contributions or direct rollovers of
                  qualified plan after-tax employee contributions shall not be
                  accepted by the Plan at any time.

(f)      APPLICATION OF THE SAME DESK RULE. The Employer must mark the box below
         only if the Employer wants to discontinue the application of the same
         desk rule set forth in Section 12.01(a).

         [ ]      Effective for distributions from the Plan after December 31,
                  2001, or such later date as specified herein ______, a
                  Participant's elective deferrals, qualified nonelective
                  contributions and qualified matching contributions, if
                  applicable, and earnings attributable to such amounts shall be
                  distributable, upon a severance from employment as described
                  in Section 12.01(b), effective only for severances occurring
                  after  ______ (or, if no date is entered, regardless of when
                  the severance occurred).

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        3



                               AMENDMENT EXECUTION
                                (FIDELITY'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
13th day of January, 2003.

EMPLOYER: PharmChem, Inc.                        EMPLOYER:______________________

By:        /S/ DAVID LATTANZIO                   By:      ______________________
         ----------------------------------
Title:     Vice President                        Title:   ______________________

ACCEPTED BY: Fidelity Management Trust Company, as Trustee

By:        /S/ GREGORY M. PERKINS                Date:    1/21/2003
         ----------------------------------
Title:     Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        4



                               AMENDMENT EXECUTION
                                (EMPLOYER'S COPY)

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this
13th day of January, 2003.

EMPLOYER: PharmChem, Inc.                        EMPLOYER:______________________

By:        /S/ DAVID LATTANZIO                   By:      ______________________
         ----------------------------------
Title:     Vice President                        Title:   ______________________

ACCEPTED BY: Fidelity Management Trust Company, as Trustee

By:        /S/ GREGORY M. PERKINS                Date:    1/21/2003
         ----------------------------------
Title:     Authorized Signatory

Plan Number: 40330
The CORPORATEplan for Retirement(SM)                             Non-Std PS Plan
                                                                      12/05/2001

                               (C) 2001 FMR Corp.
                              All rights reserved.

                                        5

EX-99.1

                                                                    EXHIBIT 99.1

              CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of PharmChem, Inc. (the
"Company") on Form 10-Q for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph
W. Halligan, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

         (1) The Report fully complies with the requirements of Section 13(a) or
             15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
             material respects, the financial condition and results of
             operations of the Company.

Dated: May 14, 2003

                                               /s/ Joseph W. Halligan
                                               ---------------------------------
                                               Joseph W. Halligan
                                               Chief Executive Officer

EX-99.2

                                                                    EXHIBIT 99.2

   CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
   18 U.S.C. SECTION 1350,
   AS ADOPTED PURSUANT TO
   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

   In connection with the Quarterly Report of PharmChem, Inc. (the "Company") on
   Form 10-Q for the period ending March 31, 2003 as filed with the Securities
   and Exchange Commission on the date hereof (the "Report"), I, David A.
   Lattanzio, Chief Financial Officer of the Company, certify, pursuant to 18
   U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
   Act of 2002, that:

   (1) The Report fully complies with the requirements of Section 13(a) or
   15(d) of the Securities Exchange Act of 1934

   (2) The information contained in the Report fairly presents, in all
   material respects, the financial condition and results of
   operations of the Company.

Dated: May 14, 2003

                                           /s/ David A. Lattanzio
                                           ---------------------------------
                                           David A. Lattanzio
                                           Chief Executive Officer