Retirement Savings Plan

NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


ADOPTION AGREEMENT FOR


ARS


NON-STANDARDIZED 401(K) PROFIT SHARING
PLAN AND TRUST


The undersigned Employer adopts Administaff Retirement Services, L.P. Prototype Non-Standardized Profit Sharing Plan and Trust and elects the following provisions:


CAUTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan


EMPLOYER INFORMATION (An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in this Employer Information Section.)


1. EMPLOYER'S NAME, ADDRESS AND TELEPHONE NUMBER


Name: Adam's Laboratories, Inc.
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Address: 14801 Sovereign Rd
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Street


Fort Worth TX 76155
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City State Zip


Telephone: 817-354-3858
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2. EMPLOYER'S TAXPAYER IDENTIFICATION NUMBER 75-2725552
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3. TYPE OF ENTITY
a. [X] Corporation (including Tax-exempt or Non-profit Corporation)
b. [ ] Professional Service Corporation
c. [ ] S Corporation
d. [ ] Limited Liability Company that is taxed as:
1. [ ] a partnership or sole proprietorship
2. [ ] a Corporation
3. [ ] an S Corporation
e. [ ] Sole Proprietorship
f. [ ] Partnership (including Limited Liability)
g. [ ] Other:
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AND, the Employer is a member of (select all that apply):
h. [ ] a controlled group
i. [ ] an affiliated service group


4. EMPLOYER FISCAL YEAR means the 12 consecutive month period:


Beginning on July 1 (e.g., January 1st)
------------------------------
month day


and ending on June 30
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month day


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


PLAN INFORMATION


(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Questions 9. through 11.)


5. PLAN NAME:


Adam's Laboratories, Inc. Retirement Savings Plan
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6. EFFECTIVE DATE
a. [X] This is a new Plan effective as of January 1, 2004 (hereinafter
called the "Effective Date").


b. [ ] This is an amendment and restatement of a previously established
qualified plan of the Employer which was originally effective
_____________ (hereinafter called the "Effective Date"). The
effective date of this amendment and restatement is
_________________


c. [N/A] FOR GUST RESTATEMENTS: This is an amendment and restatement of a
previously established qualified plan of the Employer to bring
the Plan into compliance with GUST (GATT, USERRA, SBJPA and TRA
'97). The original Plan effective date was ____________
(hereinafter called the "Effective Date") Except as specifically
provided in the Plan, the effective date of this amendment and
restatement is____________. (May enter a restatement date that is
the first day of the current Plan Year. The Plan contains
appropriate retroactive effective dates with respect to
provisions for the appropriate laws.)


7. PLAN YEAR means the 12 consecutive month period:


Beginning on 01 01 (e.g., January 1st)
------------------------------
month day


and ending on 12 31
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month day


EXCEPT that there will be a Short Plan Year:


a. [ ] N/A
b. [X] Beginning on 12 31 2003 (e.g,. July 1, 2000)
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month day, year


and ending on 12 31 2003
----------------------------------------
month day, year


8. VALUATION DATE means:


a. [X] Every day that the Trustee, any transfer agent appointed by the
Trustee or the Employer, and any stock exchange used by such agent
are open for business (daily valuation).


b. [N/A] The last day of each Plan Year.


c. [N/A] The last day of each Plan Year half (semi-annual).


d. [N/A] The last day of each Plan Year quarter.


e. [N/A] Other (specify day or dates):____________ (must be at least once
each Plan Year).


9. PLAN NUMBER assigned by the Employer


a. [X] 00l


b. [ ] 002


c. [ ] 003


d. [ ] Other:______________


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


10. TRUSTEE(S):


a. [ ] Individual Trustee(s) who serve as discretionary Trustee(s)
over assets not subject to control by a corporate Trustee


Name(s) Title(s)


------------------------------- ----------------------------------


------------------------------- ----------------------------------


Address and Telephone number


1. [ ] Use Employer address and telephone number
2. [ ] Use address and telephone number below:


Address:
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Street


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City State Zip


Telephone:
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b. [X] Corporate Trustee


Name: Reliance Trust Company
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Address: 3384 Peachtree Road NE, Suite 900
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Atlanta GA 30326-1106
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City Street Zip


Telephone: (800) 749-0752
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AND, the corporate Trustee shall serve as:


1. [X] a directed (nondiscretionary) Trustee over all Plan assets
except for the following:


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2. [ ] a discretionary Trustee over all Plan assets except for the
following:


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AND, shall a separate trust agreement be used with this Plan?
c. [ ] Yes
d. [X] No


NOTE: If Yes is selected, an executed copy of the trust agreement between
the Trustee and the Employer must be attached to this Plan. The Plan
and trust agreement will be read and construed together. The
responsibilities, rights and powers of the Trustee shall be those
specified in the trust agreement.


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


11. PLAN ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER:
(If none is named, the Employer will become the Administrator.)
a. [X] Employer (Use Employer address and telephone number)
b. [ ] Use name, address and telephone number below:


Name: Adam's Laboratories, Inc.
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Address: 14801 Sovereign Rd
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Street


Fort Worth TX 76155
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City State Zip


Telephone: 817-354-3858
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12. CONSTRUCTION OF PLAN
This Plan shall be governed by the laws of the state or commonwealth
where the Employer's (or, in the case of a corporate Trustee, such
Trustee's) principal place of business is located unless another state or
commonwealth is specified:


Texas
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ELIGIBILITY REQUIREMENTS


13. ELIGIBLE EMPLOYEES (Plan Section 1.18)
FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN d. or e. BELOW FOR
EMPLOYER CONTRIBUTIONS) means all Employees (including Leased Employees)
EXCEPT:
NOTE: If different exclusions apply to Elective Deferrals than to other
Employer contributions, complete this part a.-b. for the Elective
Deferral component of the Plan.


a. [N/A] N/A No exclusions.
b. [X] The following are excluded, except that if b.3. is selected, such
Employees will be included (select all that apply):
1. [X] Union Employees (as defined in Plan Section 1.18)
2. [X] Non-resident aliens (as defined in Plan Section 1.18)
3. [ ] Employees who became Employees as the result of a "Code
Section 410(b)(6)(C) transaction" (as defined in Plan Section
1.18)
4. [ ] Salaried Employees
5. [ ] Highly Compensated Employees
6. [X] Leased Employees
7. [ ] Other:_________________________


HOWEVER, different exclusions will apply (select c. OR d. and/or e.):


c. [X] N/A The options elected in a.-b. above apply for all purposes of
the Plan.


d. [N/A] For purposes of all Employer contributions (other than Elective
Deferrals and matching contributions)...


e. [N/A] For purposes of Employer matching contributions...


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


IF d. OR e. IS SELECTED, the following exclusions apply for such purposes
(select f. or g.):
f. [N/A] N/A No exclusions
g. [N/A] The following are excluded, except that if g.3. is selected,
such Employees will be included (select all that apply):
1. [ ] Union Employees (as defined in Plan Section 1.18)
2. [ ] Non-resident aliens (as defined in Plan Section 1.18)
3. [ ] Employees who became Employees as the result of a "Code
Section 410(b)(6)(C) transaction" (as defined in Plan Section
1.18)
4. [ ] Salaried Employees
5. [ ] Highly Compensated Employees
6. [ ] Leased Employees
7. [ ] Other:_______________________________________________________


14. THE FOLLOWING AFFILIATED EMPLOYER (Plan Section 1.6) will adopt this Plan
as a Participating Employer (if there is more than one, or if Affiliated
Employers adopt this Plan after the date the Adoption Agreement is
executed, attach a list to this Adoption Agreement of such Affiliated
Employers including their names, addresses, taxpayer identification
numbers and types of entities):
NOTE: Employees of an Affiliated Employer that does not adopt this
Adoption Agreement as a Participating Employer shall not be Eligible
Employees. This Plan could violate the Code Section 410(b) coverage
rules if all Affiliated Employers do not adopt the Plan.
a. [X] N/A
b. [ ] Name of First Affiliated Employer:_________________________________


Address: _________________________________________________________
Street


_________________________________________________________
City State Zip


Telephone:_____________________


Taxpayer Identification Number__________________


AND, the Affiliated Employer is:
c. [ ] Corporation (including Tax-exempt, Non-profit or Professional
Service Corporation)
d. [ ] S Corporation
e. [ ] Limited Liability Company that is taxed as:
1. [ ] a partnership or sole proprietorship
2. [ ] a Corporation
3. [ ] an S Corporation
f. [ ] Sole Proprietorship
g. [ ] Partnership (including Limited Liability)
h. [ ] Other: _________________________________________________


15. CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
Any Eligible Employee will be eligible to participate in the Plan upon
satisfaction of the following:
NOTE: If the Year(s) of Service selected is or includes a fractional year,
an Employee will not be required to complete any specified number of
Hours of Service to receive credit for such fractional year. If
expressed in months of service, an Employee will not be required to
complete any specified number of Hours of Service in a particular
month, unless elected in b.4. or i.4. below.


ELIGIBILITY FOR ALL PURPOSES OF THE PLAN (EXCEPT AS ELECTED IN e.-k. BELOW
FOR EMPLOYER CONTRIBUTIONS) (select a. or all that apply of b., c., and
d.):


NOTE: If different conditions apply to Elective Deferrals than to other
Employer contributions, complete this part a.-d. for the Elective
Deferral component of the Plan.


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


a. [ ] No age or service required (Go to e.-g. below)
b. [X] Completion of the following service requirement which is based on
Years of Service (or Periods of Service if the Elapsed Time Method
is elected):
1. [ ] No service requirement
2. [ ] 1/2 Year of Service or Period of Service
3. [ ] 1 Year of Service or Period of Service
4. [X] 1000 (not to exceed 1,000) Hours of Service within 12 (not
to exceed 12) months from the Eligible Employee's employment
commencement date. If an Employee does not complete the
stated Hours of Service during the specified time period,
the Employee is subject to the Year of Service requirement
in b.3 above.
5. [N/A] Other:____________________________________________________
(may not exceed one (1) Year of Service
or Period of Service)
c. [X] Attainment of age:
1. [ ] No age requirement
2. [ ] 20 1/2
3. [ ] 21
4. [X] Other: 18 (may not exceed 21)
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d. [ ] The service and/or age requirements specified above shall be
waived with respect to any Eligible Employee who was employed
on______________and such Eligible Employee shall enter the Plan as
of such date.


The requirements to be waived are (select one or both):
1. [ ] service requirement (will let part-time Eligible Employees
in Plan)
2. [ ] age requirement


HOWEVER, DIFFERENT ELIGIBILITY CONDITIONS WILL APPLY (select e. OR f.
and/or g.):
e. [X] N/A The options elected in a.-d. above apply for all purposes
of the Plan.
f. [N/A] For purposes of all Employer contributions (other than Elective
Deferrals and matching contributions).
g. [N/A] For purposes of Employer matching contributions.


If f. OR g. IS SELECTED, the following eligibility conditions apply for
such purposes:
h. [N/A] No age or service requirements
i. [N/A] Completion of the following service requirement which is based
on Years of Service (or Periods of Service if the Elapsed Time
Method is elected):
1. [ ] No service requirement
2. [ ] 1/2 Year of Service or Period of Service
3. [ ] 1 Year of Service or Period of Service
4. [ ] _____ (not to exceed 1,000) Hours of Service within______(not
to exceed 12) months from the Eligible Employee's employment
commencement date. If an Employee does not complete the
stated Hours of Service during the specified time period, the
Employee is subject to the Year of Service requirement in
i.3. above
5. [ ] 1 1/2 Years of Service or Periods of Service
6. [ ] 2 Years of Service or Periods of Service
7. [ ] Other:_____________________________________________________
(may not exceed two (2) Years of Service or Periods
of Service)
NOTE: If more than one (l) Year of Service is elected 100% immediate
vesting is required.
j. [N/A] Attainment of age:
1. [ ] No age requirement
2. [ ] 20 1/2
3. [ ] 21
4. [ ] Other:________________________________(may not exceed 21)
k. [N/A] The service and/or age requirements specified above shall be
waived with respect to any Eligible Employee who was employed
on___________and such Eligible Employee shall enter the Plan as
of such date.


The requirements to be waived are (select one or both):
1. [ ] service requirement (will let part-time Eligible Employees in
Plan)
2. [ ] age requirement


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


16. EFFECTIVE DATE OF PARTICIPATION (Plan Section 3.2)


An Eligible Employee who has satisfied the eligibility requirements will
become a Participant for all purposes of the Plan (except as elected in
g.-p. below for Employer contributions):


NOTE: If different entry dates apply to Elective Deferrals than to other
Employer contributions, complete this part a.-f. for the Elective
Deferral component of the Plan.


a. [N/A] the day on which such requirements are satisfied.


b. [X] the first day of the month coinciding with or next following the
date on which such requirements are satisfied.


c. [ ] the first day of the Plan Year quarter coinciding with or next
following the date on which such requirements are satisfied.


d. [ ] the earlier of the first day of the seventh month or the first
day of the Plan Year coinciding with or next following the date
on which such requirements are satisfied.


e. [ ] the first day of the Plan Year next following the date on which
such requirements are satisfied. (Eligibility must be 1/2 Year
of Service (or Period of Service) or less and age must be 20 1/2
or less).


f. [N/A] other:________________________________________________________


provided that an Eligible Employee who has satisfied the
maximum age (21) and service requirements (one (1) Year or
Period of Service) and who is otherwise entitled to
participate, shall commence participation no later than the
earlier of (a) 6 months after such requirements are
satisfied, or (b) the first day of the first Plan Year after
such requirements are satisfied, unless the Employee separates
from service before such participation date.


HOWEVER, different entry dates will apply (select g. OR h. and/or i.):


g. [X] N/A The options elected in a.-f. above apply for all purposes of
the Plan.


h. [N/A] For purposes of all Employer contributions (other than
Elective Deferrals and matching contributions).


i. [N/A] For purposes of Employer matching contributions.


IF h. OR i. IS SELECTED, the following entry dates apply for such purposes
(select one):


j. [N/A] the first day of the month coinciding with or next following
the date on which such requirements are satisfied.


k. [N/A] the first day of the Plan Year quarter coinciding with or next
following the date on which such requirements are satisfied.


1. [N/A] the first day of the Plan Year in which such requirements are
satisfied.


m. [N/A] the first day of the Plan Year in which such requirements are
satisfied, if such requirements are satisfied in the first 6
months of the Plan Year, or as of the first day of the next
succeeding Plan Year if such requirements are satisfied in the
last 6 months of the Plan Year.


n. [N/A] the earlier of the first day of the seventh month or the first
day of the Plan Year coinciding with or next following the
date on which such requirements are satisfied.


o. [N/A] the first day of the Plan Year next following the date on
which such requirements are satisfied. (Eligibility must be
1/2 (or 1 1/2 if 100% immediate Vesting is selected) Year of
Service (or Period of Service) or less and age must be 20 1/2
or less).


p. [N/A] other:________________________________________________,
provided that an Eligible Employee who has satisfied the
maximum age (21) and service requirements (one (1) Year or
Period of Service (or more than one (1) year if full and
immediate vesting)) and who is otherwise entitled to
participate, shall commence participation no later than the
earlier of (a) 6 months after such requirements are satisfied,
or (b) the first day of the first Plan Year after such
requirements are satisfied, unless the Employee separates from
service before such participation date.


(C)Copyright 2001 ARS


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NON-STANDARDIZED 401(K) PROFIT SHARING PLAN


SERVICE


17. RECOGNITION OF SERVICE WITH PREDECESSOR EMPLOYER (Plan Sections 1.57 and
1.85)


a. [N/A] No service with a predecessor Employer shall be recognized


b. [X] Service with Administaff


will be recognized except as follows (select 1. or all that
apply of 2. through 4.):


1. [X] N/A, no limitations.


2. [N/A] service will only be recognized for vesting
purposes.


3. [N/A] service will only be recognized for eligibility
purposes.


4. [N/A] service prior to____________________will not be
recognized.


NOTE: If the predecessor Employer maintained this qualified
Plan, then Years of Service (and/or Periods of Service)
with such predecessor Employer shall be recognized
pursuant to Plan Sections 1.57 and 1.85 and b.1. will
apply.


18. SERVICE CREDITING METHOD (Plan Sections 1.57 and 1.85)


NOTE: If no elections are made in this Section, then the Hours of Service
Method will be used and the provisions set forth in the definition
of Year of Service in Plan Section 1.85 will apply.


ELAPSED TIME METHOD shall be used for the following purposes (select all
that apply):


a. [X] N/A. Plan only uses the Hours of Service Method.


b. [N/A] all purposes. (If selected, skip to Question 19.)


c. [ N/A] eligibility to participate.


d. [ N/A] vesting.


e. [ N/A] sharing in allocations or contributions.


HOURS OF SERVICE ...