Exhibit 4.2

Flexible Nonstandardized Safe Harbor 401(k) Profit Sharing Plan
ADOPTION AGREEMENT
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SECTION 1. EMPLOYER INFORMATION
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Name of Employer NABI
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Address 12280 Wilkins Avenue
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City Rockville State MD Zip 20852
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Telephone 301-770-3099 Employer's Federal Tax Identification Number 59-1212264
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Type of Business (Check only one) [_] Sole Proprietorship [_] Partnership [X] C Corporation [_] S Corporation

[_] Other (Specify)

[_] Check here if Related Employers may participate in this Plan and attach a
Related Employer Participation Agreement for each Related Employer who will
participate in this Plan.

Business Code 5129
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Name of Plan NABI - Rockville Savings & Retirement Plan
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Name of Trust (if different from Plan name)

Plan Sequence Number 002 (Enter 001 if this is the first qualified plan the
--- Employer has ever maintained, enter 002 if it is
the second, etc.)

Trust Identification Number (if applicable) 04-6568107 Account Number (Optional) 60223
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SECTION 2. EFFECTIVE DATES
Complete Parts A and B
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Part A. General Effective Dates (Check and Complete Option 1 or 2):

Option 1: [_] This is the initial adoption of a profit sharing
plan by the Employer.

The Effective Date of this Plan is

NOTE: The effective date is usually the first day of
the Plan Year in which this Adoption Agreement is
signed.

Option 2: [X] This is an amendment and restatement of an existing
profit sharing plan (a Prior Plan).

The Prior Plan was initially effective on 01-01-1991.
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The Effective Date of this amendment and restatement
is 01-01-1998.
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NOTE: The effective date is usually the first day of
the Plan Year in which this Adoption Agreement is
signed.

Part B. Commencement of Elective Deferrals:
Elective Deferrals may commence on

NOTE: This date may be no earlier than the date this Adoption
Agreement is signed because Elective Deferrals cannot be made
retroactively.

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SECTION 3. RELEVANT TIME PERIODS
Complete Parts A through C
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Part A Employer's Fiscal Year:

The Employer's fiscal year ends (Specify month and date) 12-31
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Part B. Plan Year Means:
Option 1: [_] The 12-consecutive month period which coincides with
the Employer's fiscal year.

Option 2: [X] The calendar year.

Option 3: [_] Other 12-consecutive month period (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

If the initial Plan Year is less than 12 months (a short Plan Year)
specify such Plan Year's beginning and ending dates.

Page 2

Part C. Limitation Year Means:
Option 1: [X] The Plan Year.
Option 2: [_] The calendar year.
Option 3: [_] Other 12-consecutive month period (Specify)

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

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SECTION 4. ELIGIBILITY REQUIREMENTS
Complete Parts A through G
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Part A. Years of Eligibility Service Requirement:

1. Elective Deferrals.
An Employee will be eligible to become a Contributing Participant
in the Plan (and thus be eligible to make Elective Deferrals) and
receive Matching Contributions (including Qualified Matching
Contributions, if applicable) after completing 0 (enter 0, 1 or
-
any fraction less than 1) Years of Eligibility Service.

2. Employer Profit Sharing Contributions.
An Employee will be eligible to become a Participant in the Plan
for purposes of receiving an allocation of any Employer Profit
Sharing Contribution made pursuant to Section 10 of the Adoption
Agreement after completing 0 (enter 0, 1, 2 or any fraction less
-
than 2) Years of Eligibility Service.

NOTE: If more than 1 year is selected for Item 2, the immediate 100%
vesting schedule of Section 12 will automatically apply for
contributions described in such item. If either item is left blank,
the Years of Eligibility Service required for such item will be deemed
to be 0. If a fraction is selected, an Employee will not be required
to complete any specified number of Hours of Service to receive credit
for a fractional year. If a single Entry Date is selected in Section
4, Part G for an item, the Years of Eligibility Service required for
such item cannot exceed 1 1/2 (1/2 for Elective Deferrals).

Part B. Age Requirement:

1. Elective Deferrals.
An Employee will be eligible to become a Contributing Participant
(and thus be eligible to make Elective Deferrals) and receive
Matching Contributions (including Qualified Matching
Contributions, if applicable) after attaining age 0 (no more than
21). -

NOTE: If either of the above items in this Section 4, Part B is left
blank, it will be deemed there is no age requirement for such item. If
a single Entry Date is selected in Section 4, Part G for an item, no
age requirement can exceed 20 1/2 for such item.

Part C. Employees Employed As Of Effective Date:

Will all Employees employed as of the Effective Date of this Plan who
have not otherwise met the requirements of Part A or Part B above be
considered to have met those requirements as of the Effective Date?
[X] Yes [_] No
NOTE: If a box is not checked in this Section 4, Part C, "No" will be
deemed to be selected.

Part D. Exclusion of Certain Classes of Employees:

All Employees will be eligible to become Participants in the Plan
except:

a. [_] Those Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer and
Employee representatives, if retirement benefits were the
subject of good faith bargaining and if two percent or less of
the Employees who are covered pursuant to that agreement are
professionals as defined in Section 1.410(b)-9 of the
regulations. For this purpose, the term "employee
representatives" does not include any organization more than
half of whose members are Employees who are owners, officers,
or executives of the Employer.

b. [_] Those Employees who are non-resident aliens (within the
meaning of Section 7701(b)(1)(B) of the Code) and who received
no earned income (within the meaning of Section 911(d)(2) of
the Code) from the Employer which constitutes income from
sources within the United States (within the meaning of
Section 861(a)(3) of the Code).

c. [_] Those Employees of a Related Employer that has not executed a
Related Employer Participation Agreement.

d. [X] Other (Define) Interns and Employees who are not employed by
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NABI-Rockville division.
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Page 3

Part E. Election Not To Participate:

May an Employee or a Participant elect not to participate in this Plan
pursuant to Section 2.08 of the Plan?

Option 1: [_] Yes.

Option 2: [X] No.

NOTE: If no option is selected, Option 2 will be deemed to be
selected.

Part F. Hours Required For Eligibility Purposes:

1. Hours of Service (no more than 1,000) shall be required to
constitute a Year of Eligibility Service.

2. Hours of Service (no more than 500 but less than the number
specified in Section 4, Part F, Item 1, above) must be exceeded
to avoid a Break in Eligibility Service.

3. For purposes of determining Years of Eligibility Service,
Employees shall be given credit for Hours of Service with the
following predecessor employer(s): (Complete if applicable)

Part G. Entry Dates:

The Entry Dates for participation shall be (Choose one):

Option 1: [_] The first day of the Plan Year and the first day of
the seventh month of the Plan Year.
Option 2: [X] Other (Specify) 1/1, 4/1, 7/1, or 10/1 coinciding
---------------------------------
with or next following the date the Eligibility
-----------------------------------------------
Requirements are met.
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NOTE: If no option is selected, Option 1 will be deemed to be
selected. Option 2 can be selected only if the eligibility
requirements and Entry Dates are coordinated such that each Employee
will become a Participant in the Plan no later than the earlier of:
(1) the first day of the Plan Year beginning after the date the
Employee satisfies the age and service requirements of Section 410(a)
of the Code; or (2) 6 months after the date the Employee satisfies
such requirements.

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SECTION 5. METHOD OF DETERMINING SERVICE
Complete Part A or B
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Part A. Hours of Service Equivalencies:

Service will be determined on the basis of the method selected below.
Only one method may be selected. The method selected will be applied
to all Employees covered under the Plan. (Choose one):

Option 1: [_] [X] On the basis of actual hours for which an Employee
is paid or entitled to payment.

Option 2: [_] On the basis of days worked. An Employee will be
credited with 10 Hours of Service if under Section
1.24 of the Plan such Employee would be credited
with at least 1 Hour of Service during the day.

Option 3: [_] On the basis of weeks worked. An Employee will be
credited with 45 Hours of Service if under Section
1.24 of the Plan such Employee would be credited
with at least 1 Hour of Service during the week.

Option 4: [_] On the basis of months worked. An Employee will be
credited with 190 Hours of Service if under Section
1.24 of the Plan such Employee would be credited
with at least 1 Hour of Service during the month.

NOTE: If no option is selected, Option 1 will be deemed to be
selected. This Section 5, Part A will not apply if the Elapsed Time
Method of Section 5, Part B is selected.

Part B. Elapsed Time Method:

In lieu of tracking Hours of Service of Employees, will the elapsed
time method described in Section 2.07 of the Plan be used? (Choose
one)

Option 1: [_] No.

Option 2: [X] Yes.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 4

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SECTION 6. ELECTIVE DEFERRALS
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Part A. Authorization of Elective Deferrals:

Will Elective Deferrals be permitted under this Plan? (Choose one)

Option 1: [X] Yes.

Option 2: [_] No.

NOTE: If no option is selected, Option 1 will be deemed to be
selected. Complete the remainder of Section 6 only if Option 1 is
selected.

Part B. Limits on Elective Deferrals:

If Elective Deferrals are permitted under the Plan, a Contributing
Participant may elect under a salary reduction agreement to have his
or her Compensation reduced by an amount as described below (Choose
one):

Option 1: [X] An amount equal to a percentage of the Contributing
Participant's Compensation from 1 % to 15 % in
- --
increments of 1 %.
-

Option 2: [_] An amount of the Contributing Participant's
Compensation not less than and not more
than .

The amount of such reduction shall be contributed to the Plan by the
Employer on behalf of the Contributing Participant. For any taxable
year, a Contributing Participant's Elective Deferrals shall not exceed
the limit contained in Section 402(g) of the Code in effect at the
beginning of such taxable year.

Part C. Elective Deferrals Based on Bonuses:

Instead of or in addition to making Elective Deferrals through payroll
deduction, may a Contributing Participant elect to contribute to the
Plan, as an Elective Deferral, part or all of a bonus rather than
receive such bonus in cash? (Choose one)

Option 1: [X] Yes.

Option 2: [_] No.

NOTE: If no option is selected, Option 2 will be deemed to be
selected.

Part D. Return As A Contributing Participant After Ceasing Elective Deferrals:

A Participant who ceases Elective Deferrals by revoking a salary
reduction agreement may return as a Contributing Participant as of
such times established by the Plan Administrator in a uniform and
nondiscriminatory manner.

Part E. Changing Elective Deferral Amounts:

A Contributing Participant may modify a salary reduction agreement to
prospectively increase or decrease the amount of his or her Elective
Deferrals as of such times established by the Plan Administrator in a
uniform and nondiscriminatory manner.

Part F. Claiming Excess Elective Deferrals:

Participants who claim Excess Elective Deferrals for the preceding
calendar year must submit their claims in writing to the Plan
Administrator by (Choose one):

Option 1: [X] March 1.

Option 2: [_] Other (Specify a date not later than April 15)

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 5

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SECTION 7. MATCHING CONTRIBUTIONS
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Part A. Authorization of Matching Contributions:

Will the Employer make Matching Contributions to the Plan on behalf of
Qualifying Contributing Participants?
(Choose one)

Option 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.

Option 2: [_] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.

Option 3: [_] Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.

Option 4: [_] No.

NOTE: If no option is selected, Option 4 will be deemed to be
selected. Complete the remainder of Section 7 only if Option 1, 2 or 3
is selected.

Part B. Matching Contribution Formula:

If the Employer will make Matching Contributions, then the amount of
such Matching Contributions made on behalf of a Qualifying Contributing
Participant each Plan Year shall be (Choose one):

Option 1: [_] An amount equal to ________% of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable).

Option 2: [_] An amount equal to the sum of ________% of the portion
of such Contributing Participant's Elective Deferral
(and/or Nondeductible Employee Contribution, if
applicable) which does not exceed ________% of the
Contributing Participant's Compensation plus ________%
of the portion of such Contributing Participant's
Elective Deferral (and/or Nondeductible Employee
Contribution, if applicable) which exceeds ________% of
the Contributing Participant's Compensation.

Option 3: [X] Such amount, if any, equal to that percentage of each
Contributing Participant's Elective Deferral (and/or
Nondeductible Employee Contribution, if applicable)
which the Employer, in its sole discretion, determines
from year to year.

Option 4: [_] Other Formula. (Specify)

NOTE: If Option 4 is selected, the formula specified can only allow
Matching Contributions to be made with respect to a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable).

Part C. Limit on Matching Contributions:

Notwithstanding the Matching Contribution formula specified above, no
Matching Contribution will be made with respect to a Contributing
Participant's Elective Deferrals (and/or Nondeductible Employee
Contributions, if applicable) in excess of or 15% of
---
such Contributing Participant's Compensation.

Page 6

Part D. Qualifying Contributing Participants:

A Contributing Participant who satisfies the eligibility requirements
described in Section 4 will be a Qualifying Contributing Participant
and thus entitled to share in Matching Contributions for any Plan Year
only if the Participant is a Contributing Participant and satisfies the
following additional conditions (Check one or more Options):

Option 1: [X] No Additional Conditions.

Option 2: [_] Hours of Service Requirement. The Contributing
Participant completes at least ________Hours of Service
during the Plan Year. However, this condition will be
waived for the following reasons
(Check at least one):

[_] The Contributing Participant's Death.

[_] The Contributing Participant's Termination of
Employment after having incurred a Disability.

[_] The Contributing Participant's Termination of
Employment after having reached Normal Retirement
Age.

[_] This condition will not be waived.

Option 3: [_] Last Day Requirement. The Participant is an Employee of
the Employer on the last day of the Plan Year. However,
this condition will be waived for the following reasons
(Check at least one):

[_] The Contributing Participant's Death.

[_] The Contributing Participant's Termination of
Employment after having incurred a Disability.

[_] The Contributing Participant's Termination of
Employment after having reached Normal Retirement
Age.

[_] This condition will not be waived.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

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SECTION 8. QUALIFIED NONELECTIVE CONTRIBUTIONS
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Part A. Authorization of Qualified Nonelective Contributions:

Will the Employer make Qualified Nonelective Contributions to the Plan?
(Choose One)

Option 1: [X] Yes.

Option 2: [_] No.

If the Employer elects to make Qualified Nonelective Contributions,
then the amount, if any, of such contribution to the Plan for each Plan
Year shall be an amount determined by the Employer.

NOTE: If no option is selected, Option 1 will be deemed to be selected.
Complete the remainder of Section 8 only if Option 1 is selected.

Part B. Participants Entitled to Qualified Nonelective Contributions:

Allocation of Qualified Nonelective Contributions shall be made to the
Individual Accounts of (Choose one):

Option 1: [X] Only Participants who are not Highly Compensated
Employees.

Option 2: [_] All Participants.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part C. Allocation of Qualified Nonelective Contributions:

Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (Choose one):

Option 1: [X] In the ratio which each Participant's Compensation for
the Plan Year bears to the total Compensation of all
Participants for such Plan Year.

Option 2: [_] In the ratio which each Participant's Compensation not
in excess of ____________ for the Plan Year bears to the
total Compensation of all Participants not in excess of
____________ for such Plan Year.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 7

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SECTION 9. QUALIFIED MATCHING CONTRIBUTIONS
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Part A. Authorization of Qualified Matching Contributions:

Will the Employer make Qualified Matching Contributions to the Plan on
behalf of Qualifying Contributing Participants?
(Choose One)

Option 1: [X] Yes, but only with respect to a Contributing
Participant's Elective Deferrals.

Option 2: [_] Yes, but only with respect to a Participant's
Nondeductible Employee Contributions.

Option 3: [_] Yes, with respect to both Elective Deferrals and
Nondeductible Employee Contributions.

Option 4: [_] No.

NOTE: If no option is selected, Option 3 will be deemed to be
selected. Complete the remainder of Section 9 only if Option 1, 2 or 3
is selected.

Part B. Qualified Matching Contribution Formula:

If the Employer will make Qualified Matching Contributions, then the
amount of such Qualified Matching Contributions made on behalf of a
Qualifying Contributing Participant each Plan Year shall be (Choose
one):

Option 1: [_] An amount equal to ________% of such Contributing
Participant's Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable).

Option 3: [X] Such amount, if any, as determined by the Employer in
its sole discretion, equal to that percentage of the
Elective Deferrals (and/or Nondeductible Employee
Contribution, if applicable) of each Contributing
Participant entitled thereto which would be sufficient
to cause the Plan to satisfy the Actual Contribution
Percentage tests (described in Section 11.402 of the
Plan) for the Plan Year.

Option 4: [_] Other Formula. (Specify)

NOTE: If no option is selected, Option 3 will be deemed to be
selected.

Part C. Participants Entitled to Qualified Matching Contributions:

Qualified Matching Contributions, if made to the Plan, will be made on
behalf of (Choose one):

Option 1: [X] Only Contributing Participants who make Elective
Deferrals who are not Highly Compensated Employees.

Option 2: [_] All Contributing Participants who make Elective
Deferrals.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part D. Limit On Qualified Matching Contributions:

Notwithstanding the Qualified Matching Contribution formula specified
above, the Employer will not match a Contributing Participant's
Elective Deferrals (and/or Nondeductible Employee Contribution, if
applicable) in excess of ______________ or 15% of such Contributing
---
Participant's Compensation.

Page 8
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SECTION 10. EMPLOYER PROFIT SHARING CONTRIBUTIONS
Complete Parts A, B and C
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Part A. Contribution Formula:

For each Plan Year the Employer will contribute an Amount to be
determined from year to year.

Part B. Allocation Formula (Choose one):

Option 1: [X] Pro Rata Formula. Employer Profit Sharing Contributions
shall be allocated to the Individual Accounts of
Qualifying Participants in the ratio that each
Qualifying Participant's Compensation for the Plan Year
bears to the total Compensation of all Qualifying
Participants for the Plan Year.

Option 2: [_] Integrated Formula. Employer Profit Sharing
Contributions shall be allocated as follows (Start with
Step 3 if this Plan is not a Top-Heavy Plan):

Step 1. Employer Profit Sharing Contributions shall
first be allocated pro rata to Qualifying
Participants in the manner described in
Section 10, Part B, Option 1. The percent so
allocated shall not exceed 3% of each
Qualifying Participant's Compensation.

Step 2. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 1
shall be allocated to each Qualifying
Participant's Individual Account in the ratio
that each Qualifying Participant's
Compensation for the Plan Year in excess of
the integration level bears to all Qualifying
Participants' Compensation in excess of the
integration level, but not in excess of 3%.

Step 3. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 2
shall be allocated to each Qualifying
Participant's Individual Account in the ratio
that the sum of each Qualifying Participant's
total Compensation and Compensation in excess
of the integration level bears to the sum of
all Qualifying Participants' total
Compensation and Compensation in excess of
the integration level, but not in excess of
the profit sharing maximum disparity rate as
described in Section 3.01(B)(3) of the Plan.

Step 4. Any Employer Profit Sharing Contributions
remaining after the allocation in Step 3
shall be allocated pro rata to Qualifying
Participants in the manner described in
Section 10, Part B, Option 1.

The integration level shall be (Choose one):
Suboption (a): [_] The Taxable Wage Base.
Suboption (b): [_] _______________ (a dollar
amount less than the Taxable
Wage Base).
Suboption (c): [_] ________% (not more than 100%)
of the Taxable Wage Base.
NOTE: If no option is selected, Suboption (a) will be
deemed to be selected.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part C. Qualifying Participants:

A Participant will be a Qualifying Participant and thus entitled to
share in the Employer Profit Sharing Contribution for any Plan Year
only if the Participant is a Participant on at least one day of such
Plan Year and satisfies the following additional conditions (Check one
or more Options):

Option 1: [X] No Additional Conditions.

Option 2: [_] Hours of Service Requirement. The Participant completes
at least ________ Hours of Service during the Plan
Year. However, this condition will be waived for the
following reasons (Check at least one):

[_] The Participant's Death.
[_] The Participant's Termination of Employment after
having incurred a Disability.
[_] The Participant's Termination of Employment after
having reached Normal Retirement Age.
[_] This condition will not be waived.

Page 9
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SECTION 11. COMPENSATION
Complete Parts A through E
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Part A. Basic Definition:

Compensation will mean all of each Participant's (Choose one):
Option 1: [X] W-2 wages.
Option 2: [_] Section 3401(a) wages.
Option 3: [_] 415 safe-harbor compensation.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part B. Measuring Period for Compensation:

Compensation shall be determined over the following applicable period
(Choose one):
Option 1: [X] The Plan Year.
Option 2: [_] The calendar year ending with or within the Plan Year.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part C. Inclusion of Elective Deferrals:

Does Compensation include Employer Contributions made pursuant to a
salary reduction agreement which are not includible in the gross
income of the Employee under Sections 125, 402(e)(3), 402(h)(1)(B) and
403(b) of the Code?
[X] Yes [_] No
NOTE: If neither box is checked, "Yes" will be deemed to be selected.

Part D. Pre-Entry Date Compensation:

For the Plan Year in which an Employee enters the Plan, the Employee's
Compensation which shall be taken into account for purposes of the
Plan shall be (Choose one):
Option 1: [_] The Employee's Compensation only from the time the
Employee became a Participant in the Plan.
Option 2: [X] The Employee's Compensation for the whole of such Plan
Year.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part E. Exclusions From Compensation:

Compensation shall not include the following (Check any that apply):
[_] Bonuses [_] Commissions
[_] Overtime [_] Other (Specify)

NOTE: No exclusions from Compensation are permitted if the integrated
allocation formula in Section 10, Part B is selected.

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SECTION 12. VESTING AND FORFEITURES
Complete Parts A through G
- --------------------------------------------------------------------------------

Part A. Vesting Schedule For Employer Profit Sharing Contributions. A
Participant shall become Vested in his or her Individual Account
derived from Profit Sharing Contributions made pursuant to Section 10
of the Adoption Agreement as follows (Choose one):

- ------------------------------------------------------------------------------------------------------------------------
YEARS OF VESTING PERCENTAGE
VESTING SERVICE Option 1 [_] Option 2 [_] Option 3 [_] Option 4 [_] Option 5[X] (Complete if Chosen)
- ------------------------------------------------------------------------------------------------------------------------

1 0% 0% 100% 0% 0%
2 0% 20% 100% 0% 25%
3 0% 40% 100% 20% 50% (not less than 20%)
4 0% 60% 100% 40% 75% (not less than 40%)
5 100% 80% 100% 60% 100% (not less than 60%)
6 100% 100% 100% 80% 100% (not less than 80%)
7 100% 100% 100% 100% 100% (not less than 100%)

NOTE: If no option is selected, Option 3 will be deemed to be selected.

Page 10

Part B. Vesting Schedule For Matching Contributions. A Participant shall
become Vested in his or her Individual Account derived from Matching
Contributions made pursuant to Section 7 of the Adoption Agreement as
follows (Choose one):

NOTE: If no option is selected, Option 3 will be deemed to be selected

Part C. Hours Required For Vesting Purposes:
1. __________ Hours of Service (no more than 1,000) shall be
required to constitute a Year of Vesting Service.
2. __________ Hours of Service (no more than 500 but less than the
number specified in Section 12, Part C, Item 1, above) must be
exceeded to avoid a Break in Vesting Service.
3. For purposes of determining Years of Vesting Service, Employees
shall be given credit for Hours of Service with the following
predecessor employer(s): (Complete if applicable)

Part D. Exclusion of Certain Years of Vesting Service: All of an Employee's
Years of Vesting Service with the Employer are counted to determine
the vesting percentage in the Participant's Individual Account except
(Check any that apply):

[_] Years of Vesting Service before the Employee reaches age 18.

[X] Years of Vesting Service before the Employer maintained this Plan
or a predecessor plan.

Part E. Allocation of Forfeitures of Employer Profit Sharing Contributions:
Forfeitures of Employer Profit Sharing Contributions shall be (Choose
one):
Option 1: [_] Allocated to the Individual Accounts of the Participants
specified below in the manner as described in Section
10, Part B (for Employer Profit Sharing Contributions)
The Participants entitled to receive allocations of such
Forfeitures shall be (Choose one):

Suboption (a): [_] Only Qualifying Participants.

Suboption (b): [_] All Participants.

Option 2: [X] Applied to reduce Employer Profit Sharing Contributions
(Choose one):

Suboption (a): [_] For the Plan Year for which the
Forfeiture arises.

Suboption (b): [X] For any Plan Year subsequent to the
Plan Year for which the Forfeiture arises.

Option 3: [_] Applied first to the payment of the Plan's
administrative expenses and any excess applied to reduce
Employer Profit Sharing Contributions (Choose one):

Suboption (a): [_] For the Plan Year for which the
Forfeiture arises.

Suboption (b): [_] For any Plan Year subsequent to the
Plan Year for which the Forfeitures arises.

NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.

Page 11

Part F. Allocation of Forfeitures of Matching Contributions:
Forfeitures of Matching Contributions shall be (Choose one):

Option 1: [_] Allocated, after all other Forfeitures under the Plan,
to each Participant's Individual Account in the ratio
which each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for
such Plan Year.

The Participants entitled to receive allocations of
such Forfeitures shall be (Choose one):

Suboption (a): [_] Only Qualifying Contributing
Participants.

Suboption (b): [_] Only Qualifying Participants.

Suboption (c): [_] All Participants.

Option 2: [X] Applied to reduce Matching Contributions (Choose one):

Suboption (a): For the Plan Year for which the
Forfeiture arises.

Suboption (b): [X] For any Plan Year subsequent to the
Plan Year for which the Forfeiture arises.

Option 3: [_] Applied first to the payment of the Plan's
administrative expenses and any excess applied to
reduce Matching Contributions (Choose one):

Suboption (a): [_] For the Plan Year for which the
Forfeiture arises.

Suboption (b): [_] For any Plan Year subsequent to the
Plan Year for which the Forfeitures arises.

NOTE: If no option is selected, Option 1 and Suboption (a) will be
deemed to be selected.

Part G. Allocation of Forfeitures of Excess Aggregate Contributions:
Forfeitures of Excess Aggregate Contributions shall be (Choose one):

Option 1: [_] Allocated, after all other Forfeitures under the Plan,
to each Contributing Participant's Matching
Contribution account in the ratio which each
Contributing Participant's Compensation for the Plan
Year bears to the total Compensation of all
Contributing Participants for such Plan Year. Such
Forfeitures will not be allocated to the account of any
Highly Compensated Employee.

Option 2: [X] Applied to reduce Matching Contributions (Choose one):

Suboption (a): [_] For the Plan Year for which the
Forfeiture arises.

Suboption (b): [X] For any Plan Year subsequent to the
Plan Year for which the Forfeiture arises.

Option 3: [_] Applied first to the payment of the Plan's
administrative expenses and any excess applied to
reduce Matching Contributions (Choose one):

Suboption (a): [_] For the Plan Year for which the
Forfeiture arises.

Suboption (b): [_] For any Plan Year subsequent to the
Plan Year for which the Forfeitures arises.

NOTE: If no option is selected, Option 2 and Suboption (a) will be
deemed to be selected.

- --------------------------------------------------------------------------------
SECTION 13. NORMAL RETIREMENT AGE AND EARLY RETIREMENT AGE
- --------------------------------------------------------------------------------

Part A. The Normal Retirement Age under the Plan shall be (Check and complete
one option):

Option 1: [X] Age 65.

Option 2: [_] Age ________ (not to exceed 65).

Option 3: [_] The later of age ________ (not to exceed 65) or the
________ (not to exceed 5th) anniversary of the first day of
the first Plan Year in which the Participant commenced
participation in the Plan.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Page 12

Part B. Early Retirement Age (Choose one option):

Option 1: [X] An Early Retirement Age is not applicable under the
Plan.
Option 2: [_] Age ________ (not less than 55 or more than 65).
Option 3: [_] A Participant satisfies the Plan's Early Retirement Age
conditions by attaining age ________ (not less than 55)
and completing ________ Years of Vesting Service.

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

- --------------------------------------------------------------------------------
SECTION 14. DISTRIBUTIONS
- --------------------------------------------------------------------------------

Distributable Events. Answer each of the following items.

A. Termination of Employment Before Normal Retirement Age. May a
Participant who has not reached Normal Retirement Age request a
distribution from the Plan?

[X] Yes [_] No

B. Disability. May a Participant who has incurred a Disability request
a distribution from the Plan?

[X] Yes [_] No

C. Attainment of Normal Retirement Age. May a Participant who has
attained Normal Retirement Age but has not incurred a Termination
of Employment request a distribution from the Plan?

[X] Yes [_] No

D. Attainment of Age 59 1/2. Will Participants who have attained age
59 1/2 be permitted to withdraw Elective Deferrals while still
employed by the Employer?

[X] Yes [_] No

E. Hardship Withdrawals of Elective Deferrals. Will Participants be
permitted to withdraw Elective Deferrals on account of hardship
pursuant to Section 11.503 of the Plan?

[X] Yes [_] No

F. In-Service Withdrawals. Will Participants be permitted to request a
distribution during service pursuant to Section 6.01(A)(3) of the
Plan?

[X] Yes [_] No

G. Hardship Withdrawals. Will Participants be permitted to make
hardship withdrawals pursuant to Section 6.01(A)(4) of the Plan?

[_] Yes [X] No

H. Withdrawals of Rollover or Transfer Contributions. Will Employees
be permitted to withdraw their Rollover or Transfer Contributions
at any time?

[X] Yes [_] No

NOTE: If a box is not checked for an item, "Yes" will be deemed to be selected
for that item. Section 411(d)(6) of the Code prohibits the elimination of
protected benefits. In general, protected benefits include the forms and timing
of payout options. If the Plan is being adopted to amend and replace a Prior
Plan that permitted a distribution option described above, you must answer "Yes"
to that item.

- --------------------------------------------------------------------------------
SECTION 15. JOINT AND SURVIVOR ANNUITY
- --------------------------------------------------------------------------------

Part A. Retirement Equity Act Safe Harbor:

Will the safe harbor provisions of Section 6.05(F) of the Plan apply?
(Choose only one option)

Option 1: [X] Yes.

Option 2: [_] No.

Page 13

NOTE: You must select "No" if you are adopting this Plan as an
amendment and restatement of a Prior Plan that was subject to the
joint and survivor annuity requirements.

Part B. Survivor Annuity Percentage: (Complete only if your answer in Section
15, Part A is "No.")

The survivor annuity portion of the Joint and Survivor Annuity shall
be a percentage equal to ________ % (at least 50% but no more than
100%) of the amount paid to the Participant prior to his or her death.

Page 14

- --------------------------------------------------------------------------------
SECTION 16. OTHER OPTIONS

Answer "Yes" or "No" to each of the following questions by checking the
appropriate box.
If a box is not checked for a question, the answer will be deemed to be "No."
- --------------------------------------------------------------------------------
A. Loans: Will loans to Participants pursuant to Section 6.08 of the
Plan be permitted?

[X] Yes [_]No

B. Insurance: Will the Plan allow for the investment in insurance
policies pursuant to Section 5.13 of the Plan?

[_] Yes [X] No

C. Employer Securities: Will the Plan allow for the investment in
qualifying Employer securities or qualifying Employer real
property?

[_] Yes [X] No

D. Rollover Contributions: Will Employees be permitted to make
rollover contributions to the Plan pursuant to Section 3.03 of the
Plan?

[X] Yes [_] No

[_] Yes, but only after becoming a participant

E. Transfer Contributions: Will Employees be permitted to make
transfer contributions to the Plan pursuant to Section 3.04 of the
Plan?

[X] Yes [_] No

[_] Yes, but only after becoming a participant

F. Nondeductible Employee Contributions: Will Employees be permitted
to make Nondeductible Employee Contributions pursuant to Section
11.305 of the Plan?

[_] Yes [X] No
Check here if such contributions will be mandatory. [_]

G. Will Participants be permitted to direct the investment of their
Plan assets pursuant to Section 5.14 of the Plan?

[X] Yes [_] No

- --------------------------------------------------------------------------------
SECTION 17. LIMITATION ON ALLOCATIONS
More Than One Plan
- --------------------------------------------------------------------------------
If you maintain or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete this section
if you maintain a welfare benefit fund, as defined in Section 419(e) of the
Code, or an individual medical account, as defined in Section 415(l)(2) of the
Code, under which amounts are treated as annual additions with respect to any
Participant in this Plan.

Part A. Individually Designed Defined Contribution Plan:

If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master or
prototype plan:

1. [_] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of the
Plan will apply as if the other plan were a master or prototype
plan.

2. [_] Other method. (Provide the method under which the plans will
limit total annual additions to the maximum permissible amount,
and will properly reduce any excess amounts, in a manner that
precludes Employer discretion.)

Part B. Defined Benefit Plan:

If the Participant is or has ever been a participant in a defined
benefit plan maintained by the Employer, the Employer will provide below
the language which will satisfy the 1.0 limitation of Section 415(e) of
the Code.

1. [_] If the projected annual addition to this Plan to the account of a
Participant for any limitation year would cause the 1.0
limitation of Section 415(e) of the Code to be exceeded, the
annual benefit of the defined benefit plan for such limitation
year shall be reduced so that the 1.0 limitation shall be
satisfied.

Page 15

If it is not possible to reduce the annual benefit of the defined
benefit plan and the projected annual addition to this Plan to the
account of a Participant for a limitation year would cause the 1.0
limitation to be exceeded, the Employer shall reduce the Employer
Contribution which is to be allocated to this Plan on behalf of
such Participant so that the 1.0 limitation will be satisfied.
(The provisions of Section 415(e) of the Code are incorporated
herein by reference under the authority of Section 1106(h) of the
Tax Reform Act of 1986.)

2. [_] Other method. (Provide language describing another method. Such
language must preclude Employer discretion.)

Page 16
- --------------------------------------------------------------------------------
SECTION 18. TOP-HEAVY MINIMUM
Complete Parts A and B
- --------------------------------------------------------------------------------

Part A. Minimum Allocation or Benefit:

For any Plan Year with respect to which this Plan is a Top-Heavy Plan,
any minimum allocation required pursuant to Section 3.01(E) of the
Plan shall be made (Choose one):

Option 1: [X] To this Plan.
Option 2: [_] To the following other plan maintained by the Employer
(Specify name and plan number of plan)

Option 3: [_] In accordance with the method described on an
attachment to this Adoption Agreement. (Attach language
describing the method that will be used to satisfy
Section 416 of the Code. Such method must preclude
Employer discretion.)

NOTE: If no option is selected, Option 1 will be deemed to be
selected.

Part B. Top-Heavy Vesting Schedule:

Pursuant to Section 6.01(C) of the Plan, the vesting schedule that
will apply when this Plan is a Top-Heavy Plan (unless the Plan's
regular vesting schedule provides for more rapid vesting) shall be
(Choose one):
Option 1: [_] 6 Year Graded.
Option 2: [_] 3 Year Cliff.
NOTE: If no option is selected, Option 1 will be deemed to be
selected.

- --------------------------------------------------------------------------------
SECTION 19. PROTOTYPE SPONSOR
- --------------------------------------------------------------------------------

Name of Prototype Sponsor Travelers Insurance Company
---------------------------

Address One Tower Square, Hartford, CT 06183
------------------------------------

Telephone Number 888-822-4710
------------

Permissible Investments
The assets of the Plan shall be invested only in those investments described
below (To be completed by the Prototype Sponsor):
Assorted mutual funds, brokerage accounts and related investments
-----------------------------------------------------------------

- --------------------------------------------------------------------------------
SECTION 20. TRUSTEE OR CUSTODIAN
- --------------------------------------------------------------------------------

Option A: [X] Financial Organization as Trustee or Custodian

/s/ G Defazio
G. DEFAZIO
Check One: [_] Custodian, [X]Trustee without full trust powers,
or [_] Trustee with full trust powers

Financial Organization Smith Barney Corporate Trust Company
------------------------------------

Signature

Type Name

Collective or Commingled Funds
List any collective or commingled funds maintained by the financial organization
Trustee in which assets of the Plan may be invested:
(Complete if applicable) Collective trust funds of Smith Barney and The
----------------------------------------------
Travelers.
- ----------

Option B: [_] Individual Trustee(s)

Signature Signature

Page 17

Type Name Type Name

Signature Signature

Type Name Type Name

Page 18

- --------------------------------------------------------------------------------
SECTION 21. RELIANCE
- --------------------------------------------------------------------------------

The Employer may not rely on an opinion letter issued by the National Office of
the Internal Revenue Service as evidence that the Plan is qualified under
Section 401 of the Internal Revenue Code. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the appropriate Key
District office for a determination letter.

This Adoption Agreement may be used only in conjunction with Basic Plan Document
No. 04.

- --------------------------------------------------------------------------------
SECTION 22. EMPLOYER SIGNATURE
Important: Please read before signing
- --------------------------------------------------------------------------------

I am an authorized representative of the Employer named above and I state the
following:

1. I acknowledge that I have relied upon my own advisors regarding the
completion of this Adoption Agreement and the legal tax implications of
adopting this Plan.

2. I understand that my failure to properly complete this Adoption Agreement
may result in disqualification of the Plan.

3. I understand that the Prototype Sponsor will inform me of any amendments
made to the Plan and will notify me should it discontinue or abandon the
Plan.

4. I have received a copy of this Adoption Agreement and the corresponding
Basic Plan Document.

Signature for Employer Date Signed

Type Name Title

Page19
NABI - ROCKVILLE

SAVINGS AND RETIREMENT PLAN

Addendum I

Section 7, Part A, Option 1
- ---------------------------

Notwithstanding anything to the contrary contained in the Basic Plan Document or
the Adoption Agreement, Matching Contributions shall be made only on behalf of
non highly compensated participants.