THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, MERRILL LYNCH, PIERCE, FENNER & SMITH, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY. THE EMPLOYER IS URGED TO CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS SUITABILITY TO ITS CIRCUMSTANCES.

ADOPTION OF PLAN

The Employer named below hereby establishes or restates a profit-sharing plan that includes a 401(k), profit-sharing and/or thrift plan feature (the "Plan") by adopting the Merrill Lynch Special Prototype Defined Contribution Plan and Trust as modified by the terms and provisions of this Adoption Agreement.

EMPLOYER AND PLAN INFORMATION

Employer Name: *N. E.RESTAURANT COMPANY, INC.

Business Address:      300 POND STREET

RANDOLPH, MASSACHUSETTS 02368

Telephone Number:   (617) 986-4600

Employer Taxpayer ID Number:    06-1311266

Employer Taxable Year ends on:    DECEMBER 31ST

Plan Name:    N. E. RESTAURANT COMPANY, INC.401(K) PROFIT SHARING PLAN

Plan Number:   001

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