V.R. DeAngelis M.D.P.C. & R.T. Domingo M.D.P.C., V. R. DeAngelis M.D.P.C., Tax Matters Partner, et al. - Page 18

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               Section 4.1 states that the employer must annually                     
          contribute to the STEP plan such amounts as are calculated by the           
          plan actuary to provide for severance benefits of its covered               
          employees.  The total amount to be contributed by all employers             
          is “based upon reasonable actuarial assumptions and methods                 
          taking into account the experience of the Plan, as an undivided             
          and unweighted pool with no differentiation as to Covered                   
          Employees (other than those differentiations described below) or            
          Participating Employers”.  The amount to be contributed by each             
          employer is to be its allocable portion of the total for all                
          employers.10  Section 4.1 also states that the employer must                
          contribute the cost of 1-year term life insurance for any life              
          insurance benefit elected in the adoption agreement.                        
               Section 5.2(a) states that a participating employer must pay           
          the STEP plan the annual cost of equivalent 1-year term insurance           
          if the employer elects a life insurance benefit for its                     
          employees.  Section 5.2(b) states that an employee may elect                
          additional life insurance beyond the amount elected by the                  
          employer and that the employer must pay the STEP plan the annual            
          cost of the equivalent 1-year term insurance and the employee               
          must reimburse the employer for the additional cost.  Section               
          5.2(c) states that the insurance benefit payable to the                     

               10 In operation, the STEP plan neither employed a plan                 
          actuary nor determined amounts to be contributed by the                     

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