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                              FOURTH AMENDMENT TO
                                      THE
                         GIBBONS COMPANY PROFIT SHARING
                              AND RETIREMENT PLAN

         This Fourth Amendment to the Gibbons Company Profit Sharing and
Retirement Plan (the "Plan") is made and entered into this  19th  day of
December, 1995, by G. G. & R., Inc. (formerly known as the Gibbons Company)
("G.G.&R."), the Sponsoring Employer of the Plan.


                              W I T N E S S E T H:


         WHEREAS, GG&R has heretofore established the Plan (which plan has been
amended and restated in its entirety effective for all Plan Years commencing on
or after January 1, 1989); and

         WHEREAS, GG&R has reserved the right to amend the Plan in whole or in
part; and

         WHEREAS, GG&R now desires to amend the Plan, for the purpose of
ceasing all further Elective Deferrals, Employer Matching Contributions and
rollovers to the Plan;

         NOW, THEREFORE, in consideration of the foregoing premises GG&R amends
the Plan as follows:

         1.      Section 5.01 is amended by adding a new sub-paragraph (d) at
the end thereof to read as follows:

         (6)     Effective for all payroll periods commencing after December
31, 1995, no Elective Deferral amounts shall be withheld from any Participant's
compensation or contributed to the Plan by the Employer for any Participant.

         2.      Section 5.05 is amended by adding a new sentence at the end
thereof to read as follows:





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                 Effective after December 31, 1995, the Plan shall not accept 
                 any rollover contribution from any Participant or Employee, 
                 regardless of whether the contribution is an "eligible 
                 rollover contribution," as defined in Code Section 401(a) (31).

         3.      Section 5.06 is amended by adding a new sentence at the end
thereof to read as follows:

                 Effective after all Employer Matching Contributions are made 
                 with respect to Elective Deferrals contributed for payroll 
                 periods beginning prior to January 1, 1996, no further 
                 Employer Matching Contributions shall be made to the Plan.

         4.      This Amendment shall be effective as of December 1, 1995, and
shall apply to the current Plan Year and all Plan Years commencing thereafter.

         5.      In all other respects the Plan is ratified and approved.

         IN WITNESS WHEREOF, GG&R has caused this Amendment to the Plan to be
duly executed as of the date and year first above written.


                                           "EMPLOYER"

                                           G. G. & R., Inc.



                                           By:
                                               -------------------------------
                                           Its:  David H. Watts, President
                                                ------------------------------





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