Exhibit 10.1

                          EASY GARDENER PRODUCTS, LTD.

                          (A Texas Limited Partnership)

                              AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT

              THESE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED
                UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR
             PURSUANT TO THE PROVISIONS OF ANY STATE SECURITIES ACT

                 CERTAIN RESTRICTIONS ON TRANSFERS OF INTERESTS
                              ARE SET FORTH HEREIN


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                          EASY GARDENER PRODUCTS, LTD.

                              AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT

      This Amended and Restated Limited Partnership Agreement of EASY GARDENER
PRODUCTS, LTD. dated effective as of the 29th day of October, 2003, is made and
entered into by and among EG Product Management, L.L.C., a Texas limited
liability company, as General Partner and EG, L.L.C., a Nevada limited liability
company, as Limited Partner.

      WHEREAS, the parties entered into a partnership agreement dated February
27, 2003, and now desire to enter into this Agreement in order to amend and
restate such agreement.

      NOW, THEREFORE, in consideration of the mutual promises made herein, the
parties, intending to be legally bound, hereby agree as follows:

            ARTICLE 1 Definitions

      The definitions used in this Agreement shall, unless the context otherwise
requires, have the meanings specified in this Article 1.

      1. "Act" means the Texas Revised Limited Partnership Act, as amended from
time to time.

      2. "Additional Capital Contribution" means, as to any Partner, any amount
contributed, required to be contributed or deemed to be contributed to the
capital of the Partnership by the Partner pursuant to Section 3.2.

      3. "Adjusted Capital Account Deficit" means, with respect to any Partner,
the deficit balance, if any, in such Partner's Capital Account as of the end of
the relevant Fiscal Year, after giving effect to the following adjustments:

            (a) Credit to such Capital Account any amounts which such Partner is
      deemed to be obligated to restore pursuant to Treasury Regulations Section
      1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5); and


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            (b) Debit to such Capital Account the items described in Treasury
      Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

      The foregoing definition of "Adjusted Capital Account Deficit" is intended
to comply with the provisions of Treasury Regulations Section
1.704-1(b)(2)(ii)(d) and 1.704-2, and shall be interpreted consistently
therewith.

      4. "Agreement" means this Amended and Restated Limited Partnership
Agreement of EASY GARDENER PRODUCTS, LTD.

      5. "Available Funds" means Partnership cash on hand, as of the date of the
computation, including (without limitation) cash derived from Capital
Contributions of the Partners made pursuant to the terms of this Agreement and
all Partnership operating income.

      6. "Book Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except (a) the initial Book Value of any
asset contributed by a Partner to the Partnership shall be the fair market value
of such asset, as determined by the General Partner; (b) the Book Value of all
Partnership assets shall be adjusted in the event of a revaluation as provided
in Section 3.6(d); (c) the Book Value of any Partnership asset distributed to
any Partner shall be the fair market value of such asset on the date of
distribution as determined by the General Partner; and (d) such Book Value shall
be adjusted by the Depreciation taken into account with respect to such asset
for purposes of computing Profits and Losses.

      7. "Capital Account" means with respect to any Partner, the account
maintained for such Partner in a manner which the General Partner determines is
in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv).

      8. "Capital Contributions" means the total of all capital contributions of
the Partners pursuant to Sections 3.1 and 3.2, including, but not limited to,
the Initial Capital Contribution and the Additional Capital Contributions.

      9. "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      10. "Depreciation" means, for each Fiscal Year or other period, an amount
equal to the depreciation, amortization or other cost recovery deduction
allowable with respect to an asset for such year or other period, except that if
the Book Value of an asset differs from its adjusted basis for federal income
tax purposes at the beginning of such year or other period (as a result of
property


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contributions or adjustments to such values), Depreciation shall be adjusted as
necessary so as to be an amount which bears the same ratio to such beginning
Book Value as the federal income tax depreciation, amortization, or other cost
recovery deduction for such year or other period bears to such beginning
adjusted tax basis; provided, however, that if the federal income tax
depreciation, amortization, or other cost recovery deduction for such year or
other period is zero, Depreciation for such year or other period shall be
determined with reference to such beginning Book Value using any reasonable
method selected by the General Partner.

      11. "Distributable Cash Flow" means cash available to the Partnership from
any source (other than proceeds of liquidation) after (i) paying the ordinary
and necessary expenses of the Partnership, (ii) paying any debts or liabilities
of the Partnership to the extent required under any agreement with any lender or
creditor (other than a Partner) and (iii) establishing reserves to meet current
or reasonably expected obligations of the Partnership to the extent that the
General Partner shall determine such reserves to be necessary or advisable.

      12. "Fiscal Year" means the fiscal year of the Partnership as established
in Section 8.2 hereof.

      13. "General Partner" means EG Product Management, L.L.C., a Texas limited
liability company, or any successor in such capacity.

      14. "Initial Capital Contribution" means, as to any Partner, any amount
contributed or required to be contributed to the capital of the Partnership by a
Partner pursuant to Section 3.1.

      15. "Limited Partner" or "Limited Partners" means EG, L.L.C., a Nevada
limited liability company, or any successor or successors to all or part of any
such interest, or any additional limited partner of the Partnership, each in the
capacity as a limited partner of the Partnership.

      16. "Majority in Interest" means with respect to any referenced group of
Partners, a combination of any such Partners who, in the aggregate, own more
than fifty percent (50%) of the aggregate of the Sharing Ratios of such
Partners.

      17. "Minimum Gain" means, with respect to all nonrecourse liabilities of
the Partnership, the minimum amount of gain that would be realized by the
Partnership if the Partnership disposed of the Partnership property subject to
such liability in full satisfaction thereof computed in accordance with Treasury
Regulations Section 1.704-2(d).


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      18. "Minimum Gain Share" means, for each Partner, such Partner's share of
Minimum Gain for the Fiscal Year (after taking into account any decrease in
Minimum Gain for such year), such share to be determined under Treasury
Regulations Section 1.704-2(g).

      19. "Nonrecourse Deductions" means, for each Fiscal Year or other period,
an amount of Partnership deductions that are characterized as "nonrecourse
deductions" under Treasury Regulations Section 1.704-2(c).

      20. "Officer" means any person appointed by the General Partner to serve
as an officer of the Partnership in accordance with Article 7.

      21. "Partner" means the General Partner or one of the Limited Partners,
and "Partners" means such partners collectively.

      22. "Partner Nonrecourse Debt" means any nonrecourse debt (as defined in
Treasury Regulations Section 1.704-2(b)(4)) of the Partnership for which any
Partner bears the economic risk of loss, in accordance with Treasury Regulations
Sections 1.704-2(b)(4) and 1.752-2.

      23. "Partner Nonrecourse Debt Minimum Gain" means, for each Partner, the
amount of Minimum Gain for the Fiscal Year or other period attributable to such
Partner's Partner Nonrecourse Debt, determined in accordance with Treasury
Regulations Section 1.704-2(i)(3).

      24. "Partner Nonrecourse Deductions" means any Losses or other losses or
deductions of the Partnership that must be allocated to a Partner who bears the
economic risk of loss for the partner nonrecourse liability to which the Losses
or other losses or other deductions relate, determined in accordance with
Treasury Regulations Section 1.704-2(i)(1).

      25. "Partnership" means the Texas limited partnership formed pursuant to
this Agreement.

      26. "Partnership Interest" means, with respect to any Partner, all of such
Partner's ownership interest as a limited partner or general partner in the
Partnership.


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      27. "Profits" and "Losses" means, for each Fiscal Year or other period, an
amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a) (for this purpose, all
items of income, gain, loss or deduction required to be stated separately
pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:

            (a) Any income of the Partnership that is exempt from federal income
      tax and not otherwise taken into account in computing Profits or Losses
      pursuant to this definition shall be added to such taxable income or loss;

            (b) Any expenditures of the Partnership described in Code Section
      705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
      to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise
      taken into account in computing Profits or Losses pursuant to this
      definition, shall be subtracted from such taxable income or loss;

            (c) Gain or loss resulting from any disposition of Partnership
      property with respect to which gain or loss is recognized for federal
      income tax purposes shall be computed by reference to the Book Value of
      the property disposed of, notwithstanding that the adjusted tax basis of
      such property differs from such Book Value;

            (d) In lieu of the depreciation, amortization and other cost
      recovery deductions taken into account in computing such taxable income or
      loss, there shall be taken into account Depreciation for such Fiscal Year
      or other period, computed in accordance with the definition of
      "Depreciation" herein; and

            (e) Notwithstanding any other provision of this definition, any
      items which are specifically allocated pursuant to Section 5.2(c) shall
      not be taken into account in computing Profits and Losses.

      28. "Sharing Ratio" means the percentage of ownership interest of a
Partner in the Partnership at any particular time.

      29. "Treasury Regulations" means the Income Tax Regulations promulgated
under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).


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            ARTICLE 2 Organization

      Section 2.1. Formation

      The parties hereto hereby form a Texas limited partnership under and
pursuant to the provisions of the Act.

      Section 2.2. Name, Place of Business and Office

      (a) The Partnership shall be conducted under the name and style of EASY
GARDENER PRODUCTS, LTD., although such business may be conducted under any other
name to the extent required by local law. The Partnership shall maintain its
principal office at the following address: 3022 Franklin Avenue, Waco, Texas
76710. The General Partner may at any time change the location of the
Partnership's office and may establish additional offices, if it deems it
advisable. The General Partner shall promptly give the Partners written notice
of any change in location of the principal office of the Partnership.

      (b) Shelia Jones shall serve as agent for service of process on the
Partnership. The General Partner shall timely record an appropriate certificate
of limited partnership in the proper records in the State of Texas and shall
take such steps as are necessary to qualify the Partnership to conduct business
in other states, as required by local law.

      Section 2.3. Purposes and Character of Business; Powers

      (a) The purposes and character of the business of the Partnership are to
transact any or all lawful business for which a partnership may be organized
under the Act, including but not limited to:

            (1) to acquire, own, maintain, develop, operate, sell, or dispose of
      lawn and garden products manufacturing and distribution business;

            (2) to own and operate any kind of business;

            (3) to obtain financing for the operations of the Partnership's
      business or for the acquisition of real or personal property in accordance
      with the terms of this Agreement;


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            (4) to sell, exchange, lease, sublease, exchange, transfer or
      otherwise dispose of all or any portion of any real personal property;

            (5) to hold, manage and operate all or any portion of the business
      assets;

            (6) to form subsidiary corporations, partnerships, joint ventures or
      limited liability companies in connection with any of the foregoing
      activities; and

            (7) to do any and all things necessary or desirable to carry out the
      foregoing activities and any other activity contemplated by this
      Agreement.

      (b) The Partnership shall have any and all powers which are necessary or
desirable to carry out the purposes and business of the Partnership. The
Partnership shall carry out the foregoing activities pursuant to the
arrangements set forth in this Agreement. The Partnership shall not engage in
any other business or activity.

      Section 2.4. Term

      The Partnership term shall commence on the effective date of this
Agreement and shall continue in full force and effect until December 31, 2052,
unless dissolved earlier pursuant to the provisions hereof.

            ARTICLE 3 Partnership Capital

      Section 3.1. Initial Capital Contributions of the Partners

      Each of the Partners shall contribute cash or other property to the
Partnership in the amount set forth as the Initial Capital Contribution of such
Partner on Schedule 1 attached hereto and hereby made a part hereof. Such cash
and property shall be the Initial Capital Contributions of the Partners to the
Partnership.


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      Section 3.2. Additional Capital Contributions of the Partners

      (a) If the General Partner reasonably determines that Available Funds are
insufficient to satisfy projected needs of the Partnership, then in addition to
the Initial Capital Contribution of the Partners required to be made pursuant to
Section 3.1, the General Partner may require that the Partners make one or more
additional capital contributions to the Partnership. Each Partner shall make an
Additional Capital Contribution to the Partnership within ten (10) days
following receipt of the demand therefor by the General Partner, pro rata in
accordance with their respective Sharing Ratios.

      (b) If any Partner makes a payment directly to a creditor or another
Partner in satisfaction of any indebtedness of the Partnership or any indemnity,
guaranty or contribution obligation of such partner in respect of Partnership
indebtedness, or if any collateral interest granted by such Partner to such
creditor or other Partner to secure any such indebtedness shall be foreclosed
and the proceeds of such foreclosure shall be applied to reduce or satisfy such
indebtedness and any foreclosure-related expenses, such Partner shall be deemed
to have made a permitted Additional Capital Contribution equal to such amount
and shall receive a credit to its Capital Account in the amount thereof.

      Section 3.3. Partnership Capital

      (a) Except as may be otherwise specifically provided in this Agreement, no
Partner shall be paid interest on any Capital Contribution to the Partnership.

      (b) No Partner shall have the right to withdraw all or any part of its
Capital Contribution or to receive any return on any portion of its Capital
Contribution, except as may be otherwise specifically provided in this
Agreement.

      (c) Under circumstances involving a return of any Capital Contribution, no
Partner shall have the right to receive property other than cash.

      Section 3.4. Liability of Partners

      (a) No Limited Partner shall be liable for the debts, liabilities,
contracts or any other obligation of the Partnership, except to the extent
expressly provided herein or in the Act. No Partner shall be liable for the
debts or liabilities of any other Partner.


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      (b) No Partner shall be required to contribute to the capital of, or loan,
the Partnership any funds other than as expressly required in this Agreement.

      (c) The General Partner shall not be liable for the return of all or any
portion of the Capital Contributions of any Partner.

      Section 3.5. Loans by Partners

      Subject to obtaining any approvals required under this Agreement for the
Partnership to borrow funds, any Partner may (but shall not be obligated to) at
any time, upon obtaining the consent of the General Partner and a Majority in
Interest of the Limited Partners, loan money to the Partnership to finance
Partnership operations, to pay the debts and obligations of the Partnership, or
for any other Partnership purpose. If any Partner lends funds to the
Partnership, such Partner shall be entitled to receive interest on such loan at
an interest rate to be agreed upon by such Partner and each of the Partners.

      Section 3.6. Capital Accounts

      (a) A Capital Account shall be established and maintained for each
Partner.

      (b) A Partner's Capital Account shall be credited with (i) the amount of
cash and the initial Book Value of any property contributed by such Partner to
the Partnership, (ii) such Partner's allocable share of Profits, income and gain
and (iii) the amount of any Partnership liabilities that are expressly assumed
by such Partner or that are secured by any Partnership property distributed to
such Partner.

      (c) A Partner's Capital Account shall be debited with (i) the amount of
cash and the Book Value of any Partnership property distributed to such Partner
pursuant to any provision of this Agreement, (ii) such Partner's allocable share
of Losses, deductions and other losses and (iii) the amount of any liabilities
of such Partner that are expressly assumed by the Partnership or that are
secured by any property contributed by such Partner to the Partnership.

      (d) Upon the occurrence of certain events (as described in Treasury
Regulations Sections 1.704-1(b)(2)(iv)(f), 1.704-1(b)(4) and 1.704-2), the
Partners may agree to increase or decrease the Capital Accounts of the Partners
to reflect a revaluation of Partnership property on the Partnership's books.


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      (e) The Capital Account of each Partner shall be determined after giving
effect to all transactions which have been effected prior to the time when such
determination is made giving rise to the allocation of Profits and Losses and to
all contributions and distributions theretofore made. Any person who acquires a
Partnership Interest directly from a Partner, or whose Partnership Interest
shall be increased by means of a transfer to it of all or part of the interest
of another Partner, shall have a Capital Account which includes the Capital
Account balance of the Partnership Interest so acquired or transferred.

      (f) In the event that any Partner makes a loan to the Partnership, such
loan shall not be considered a contribution to the capital of the Partnership
and shall not increase the Capital Account of the lending Partner. Repayment of
such loans shall not be deemed withdrawals from the capital of the Partnership.

      (g) Any fees, salary or similar compensation payable to a Partner pursuant
to this Agreement shall be deemed a guaranteed payment for federal income tax
purposes and not a distribution to such Partner for such purposes. Such payments
to a Partner shall not reduce the Capital Account of such Partner, except to the
extent of its distributive share of any Partnership Losses or other downward
capital adjustment resulting from such payment.

      (h) From time to time the General Partner may make such modifications to
the manner in which the Capital Accounts are computed to comply with Treasury
Regulations Sections 1.704-1(b) and 1.704-2 provided that such modification is
not likely to have a material effect on the amounts distributable to any Partner
pursuant to this Agreement.

      (i) The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Treasury Regulations Sections 1.704-1(b) and 1.704-2, and shall be interpreted
and applied in a manner consistent with such Treasury Regulations.

      (j) The General Partner shall be obligated to restore a deficit balance in
its Capital Account upon dissolution of the Partnership or upon liquidation of
its interest in the Partnership, whichever is earlier. No Limited Partner shall
be obligated to restore a deficit balance in its Capital Account.


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      Section 3.7. Sharing Ratios

      The initial Sharing Ratio of each Partner is set forth opposite its
respective name on Schedule 1, attached hereto and hereby made a part hereof.

      Section 3.8. No Right to Priority of Return of Capital

      Except as otherwise expressly provided herein, no Partner shall have any
priority over any other Partner as to the return of its contributions to capital
or as to compensation by way of income.

            ARTICLE 4 Rights, Powers and Duties of the General Partner

      Section 4.1. Management and Control of the Partnership

      The General Partner shall have all the rights, powers and obligations of a
general partner of a limited partnership under the Act. Except as otherwise
provided in Section 4.3, the General Partner shall have the right and obligation
to manage and control the business and affairs of the Partnership and to make
the following decisions on behalf of the Partnership:

      (a) to own, manage, operate, sell, exchange, lease or otherwise transfer
the assets of the Partnership, whether or not in the ordinary course of
business;

      (b) to borrow money on behalf of the Partnership and to renew, extend,
modify, rearrange, increase or refinance Partnership borrowings from time to
time;

      (c) to mortgage, pledge, assign, encumber or grant security interests in
Partnership assets, revenues and/or income;

      (d) to institute, prosecute, defend and settle any legal, arbitration or
administrative actions or proceedings on behalf of or against the Partnership;

      (e) to acquire, lease, develop, hold, sell or improve any real or personal
property or any interest therein;


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      (f) to hire and terminate employees of the Partnership and engage the
services of attorneys, consultants, accountants and other independent
contractors;

      (g) to appoint, elect, remove and supervise the activities of the Officers
of the Partnership and to designate appropriate compensation to be paid to each
such Officer during his or her term, of office;

      (h) to collect all payments due and owing to the Partnership;

      (i) to pay all expenses, debts and obligations of the Partnership, at such
time or times and from any source of funds of the Partnership as the General
Partner deems necessary or desirable;

      (j) to execute and deliver such documents on behalf of the Partnership as
the General Partner may deem necessary or desirable for the Partnership's
purposes and business;

      (k) to perform, or cause to be performed, all the Partnership's
obligations under any agreement (including without limitation any loan
documents) to which the Partnership or any nominee of the Partnership is a
party, except to the extent such obligations may be inconsistent with other
obligations of the General Partner under this Agreement;

      (l) to obtain and maintain any and all types of insurance coverage on the
assets and business of the Partnership and to protect the General Partner
against liability from third parties in such amounts as the General Partner may
deem necessary or desirable;

      (m) to pay all taxes, assessments, and other impositions applicable to
Partnership assets and undertake when appropriate any action or proceeding
seeking to reduce such taxes, assessments or other impositions;

      (n) to determine the timing and amount of any distributions to the
Partners, except as otherwise provided for in this Agreement;

      (o) to open and maintain bank accounts for the deposit of Partnership
funds, with withdrawals to be made upon such signature or signatures as the
General Partner may designate;


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      (p) to make such elections as are necessary or desirable pursuant to the
Code;

      (q) to act as "tax matters partner" for the Partnership in accordance with
the applicable provisions of the Code;

      (r) to cause the management, operation and sale of the assets of the
Partnership, and all other Partnership activities, to be performed in accordance
with applicable laws; and

      (s) to perform any and all acts, except as otherwise set forth in Section
4.3, reasonably deemed by the General Partner as necessary or desirable to
conduct the business and affairs of the Partnership.

      Section 4.2. Authority of the General Partner

      Any person dealing with the Partnership or the General Partner may rely
upon a certificate signed by the General Partner, thereunto duly authorized,
concerning:

      (a) the identity of the General Partner or any other Partner;

      (b) the existence or nonexistence of any fact or facts that constitute
conditions precedent to acts by the General Partner or in any other manner
germane to the affairs of the Partnership;

      (c) the person or persons who are authorized to execute and deliver any
instrument or document of the Partnership; or

      (d) any act or failure to act by the Partnership or concerning any other
matter whatsoever involving the Partnership, or any Partner as it regards
Partnership business.

      Section 4.3. Restrictions on the Authority of the General Partner

      Notwithstanding anything to the contrary contained in Section 4.1, without
the consent of a Majority in Interest of the Limited Partners, the General
Partner shall not have the power or authority:


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      (a) to dissolve and wind up the Partnership;

      (b) to admit one or more additional or substituted Partners;

      (c) to do any act in contravention of this Agreement; or

      (d) to do any act that would make it impossible to carry out the purposes
and business of the Partnership, as set forth in Section 2.3.

      Notwithstanding anything to the contrary contained herein, the General
Partner shall be prohibited from taking any action which would cause a third
party reasonably to believe that any Limited Partner is a general partner of the
Partnership.

      Section 4.4. Reimbursement of Expenses and Compensation of the General
Partner

      (a) The General Partner may be paid compensation for its services rendered
in managing the business and affairs of the Partnership in an amount agreed upon
by the General Partner and a Majority in Interest of the Limited Partners.

      (b) Each Partner shall be entitled to reimbursement by the Partnership
from time to time for all reasonable out-of-pocket expenses which are incurred
by such Partner in connection with the business and affairs of the Partnership.

      Section 4.5. Devotion of Time

      The General Partner shall devote such time, services and efforts as may be
reasonably necessary for the proper furtherance, management, operation,
maintenance and care of the Partnership business and properties. The General
Partner shall not be required to devote its entire time to the business of the
Partnership.

      Section 4.6. Indemnification of the General Partner and Officers

      (a) (b) To the fullest extent allowed by the Act and other applicable law,
as amended from time to time, the Partnership shall advance expenses to and
indemnify the General Partner and Officers.


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      (c) The scope of the indemnification provided in this Section shall not be
greater than that permitted pursuant to the provisions of Article 11 of the Act,
and such provisions of the Act are incorporated herein in their entirety. The
satisfaction of any indemnification under this Section shall be from and limited
to Partnership assets, including insurance proceeds, if any, and no Limited
Partner shall have any personal liability on account thereof.

      Section 4.7. Management by Limited Partners

      The Limited Partners shall not participate in the management or business
of the Partnership, use its name in the Partnership's business or perform any
actions prohibited to limited partners under the laws of the State of Texas or
the laws of any other jurisdiction where the Partnership is qualified to conduct
business. The Limited Partners shall not have the power to represent, act for,
sign for or bind the General Partner or the Partnership. Each Limited Partner
hereby consents to the exercise by the General Partner of the powers and
authority conferred on the General Partner by this Agreement.

      Section 4.8. Rights of Competition

      Each Partner, in its individual capacity or otherwise, and their
respective principals and affiliates, shall be free to engage in conduct or
participate in any business or activity whatsoever without any accountability,
liability, or obligation whatsoever to the Partnership or to any other Partner.
Any competing business or activity of a Partner may be undertaken with or
without notice to or participation therein by any other Partner. Each Partner
and the Partnership hereby waive any right or claim it may have against each
other Partner with respect to any competing business or activity or the income
or profits therefrom.

      Section 4.9. Transactions with Related Parties

      The General Partner may agree, contract or arrange with itself or any of
its Affiliates in the name and on behalf of the Partnership, for the performance
of services for the Partnership, and the payment of compensation therefor, in
carrying out the business of the Partnership as if such parties were independent
contractors, provided that the compensation for such services shall be (a) at
rates comparable to the charges made to third parties for rendering comparable
services in the geographical area where such services are performed and (b) paid
only for actual services rendered to the Partnership.


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            ARTICLE 5 Distributions and Allocations

      Section 5.1. Distributions

      Distributions shall be made to the Partners, pro rata, at such times as
the General Partner shall determine, in accordance with such Partners'
respective Sharing Ratios, determined as of the date of distribution.

      Section 5.2. Allocations of Profits and Losses

      (a) Profits. Except as provided in Sections 5.2(c) and 5.2(d), Profits for
any Fiscal Year will be allocated in the following order:

            (1) First, to each Partner until the cumulative Profits allocated to
      such Partner under this Section 5.2(a)(1) equals the cumulative Losses
      allocated to such Partner under Section 5.2(b)(2) for all prior periods;
      and

            (2) The balance, if any, to the Partners in proportion to their
      respective Sharing Ratios.

      (b) Losses. Except as provided in Section 5.2(c) and 5.2(d), Losses for
any Fiscal Year will be allocated in the following order:

            (1) First, to each Partner until the cumulative Losses allocated to
      such Partner under this Section 5.2(b)(1) equals the cumulative Profits
      allocated to such Partner under Section 5.2(a)(2) for all prior periods;
      and

            (2) The balance, if any, to the Partners in proportion to their
      respective Sharing Ratios.

      (c) Special Allocations. Except as otherwise provided in this Agreement,
the following special allocations will be made in the following order and
priority:

            (1) Partnership Minimum Gain Chargeback. Notwithstanding any other
      provision of this Section, if there is a net decrease in Partnership
      Minimum Gain during any taxable year or other period for which allocations
      are made, the Partners will be specially


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      allocated items of Partnership income and gain for that period (and, if
      necessary, subsequent periods). The amount allocated to each Partner under
      this Section 5.2(c)(1) shall be an amount equal to such Partner's share of
      the net decrease in Partnership Minimum Gain during such year or other
      period determined in accordance with Treasury Regulations Section
      1.704-2(g)(2). This Section 5.2(c)(1) is intended to comply with the
      partnership minimum gain chargeback requirements of the Treasury
      Regulations and the exceptions thereto and will be interpreted
      consistently therewith.

            (2) Partner Nonrecourse Debt Minimum Gain Chargeback.
      Notwithstanding any other provision of this Section (other than Section
      5.2(c)(1) which shall be applied first), if there is a net decrease in
      Partner Nonrecourse Debt Minimum Gain during any taxable year or other
      period for which allocations are made, any Partner with a share of such
      Partner Nonrecourse Debt Minimum Gain attributable to such Partner
      Nonrecourse Debt (determined under Treasury Regulations Section
      1.704-(2)(i)(5)) as of the beginning of the year shall be specially
      allocated items of Partnership income and gain for that period (and, if
      necessary, subsequent periods) in proportion to the portion of such
      Partner's share of the net decrease in the Partner Nonrecourse Debt
      Minimum Gain with respect to such Partner Nonrecourse Debt that is
      allocable to the disposition of Partnership property subject to such
      Partner Nonrecourse Debt. The items to be so allocated shall be determined
      in accordance with Regulations Section 1.704-2(g). This Section is
      intended to comply with the partner nonrecourse debt minimum gain
      chargeback requirements of the Treasury Regulations and the exceptions
      thereto and shall be interpreted consistently therewith.

            (3) Qualified Income Offset. A Partner who unexpectedly receives any
      adjustment, allocation or distribution described in Treasury Regulations
      Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) will be specially allocated
      items of Partnership income and gain in an amount and manner sufficient to
      eliminate, to the extent required by the Treasury Regulations, the
      Adjusted Capital Account Deficit of the Partner as quickly as possible.

            (4) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
      year or other period for which allocations are made will be allocated
      among the Partners in proportion to their respective Sharing Ratios in the
      Partnership.

            (5) Partner Nonrecourse Deductions. Notwithstanding anything to the
      contrary in this Agreement, any Partner Nonrecourse Deductions for any
      taxable year or other period for which allocations are made will be
      allocated to the Partner who bears the economic risk of loss with respect
      to the Partner Nonrecourse Debt to which the Partner Nonrecourse
      Deductions are attributable in accordance with Treasury Regulations
      Section 1.704-2(i).


                                      -16-
<PAGE>

            (6) Code Section 754 Adjustments. To the extent an adjustment to the
      adjusted tax basis of any Partnership asset under Code Sections 734(b) or
      743(b) is required to be taken into account in determining Capital
      Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the
      amount of the adjustment to the Capital Accounts will be treated as an
      item of gain (if the adjustment increases the basis of the asset) or loss
      (if the adjustment decreases the basis), and the gain or loss will be
      specially allocated to the Partners in a manner consistent with the manner
      in which their Capital Accounts are required to be adjusted under Treasury
      Regulations Section 1.704-1(b)(2)(iv)(m).

            (7) Depreciation Recapture. In the event there is any recapture of
      Depreciation or investment tax credit, the allocation of gain or income
      attributable to such recapture shall be shared by the Partners in the same
      proportion as the deduction for such Depreciation or investment tax credit
      was shared.

            (8) Reallocation. To the extent Losses allocated to a Partner would
      cause the Partner to have an Adjusted Capital Account Deficit at the end
      of any Fiscal Year, the Losses will be reallocated to the General Partner.
      If the General Partner receives an allocation of Losses otherwise
      allocable to a Limited Partner in accordance with this Section, the
      General Partner shall be allocated Profits in subsequent Fiscal Years
      necessary to reverse the effect of such allocation of Losses. Such
      allocation of Profits (if any) shall be made before any allocations under
      Section 5.2(a) but after any other allocations under Section 5.2(c).

            (9) Interest in Partnership. Notwithstanding any other provision of
      this Agreement, no allocation of Profit or Loss or item of Profit or Loss
      will be made to a Partner if the allocation would not have "economic
      effect" under Treasury Regulations Section 1.704-1(b)(2)(ii) or otherwise
      would not be in accordance with the Partner's interest in the Partnership
      within the meaning of Treasury Regulations Section 1.704-1(b)(3) or
      1.704-1(b)(4)(iv). The General Partner will have the authority to
      reallocate any item in accordance with this Section 5.2(c)(9).

      (d) Curative Allocations. The allocations set forth in Sections 5.2(c)(1)
through (9) (the "Regulatory Allocations") are intended to comply with certain
requirements of Treasury Regulations Section 1.704-1(b) and 1.704-2. The
Regulatory Allocations may not be consistent with the manner in which the
Partners intend to divide Partnership distributions. Accordingly, the General
Partner is authorized to further allocate Profits, Losses, and other items among
the Partners so as to prevent the Regulatory Allocations from distorting the
manner in which Partnership distributions would be divided among the Partners
under Sections 5.1 and 8.2 but for application of the Regulatory Allocations. In
general, the reallocation will be accomplished by specially allocating other
Profits, Losses and items of income, gain, loss and deduction, to the extent
they exist, among the Partners so that the net amount of the Regulatory
Allocations and the special allocations to each Partner is zero.


                                      -17-
<PAGE>

The General Partner will have discretion to accomplish this result in any
reasonable manner that is consistent with Code Section 704 and the related
Treasury Regulations.

      (e) Tax Allocations--Code Section 704(c). In accordance with Code Section
704(c) and the related Treasury Regulations, income, gain, loss and deduction
with respect to any property contributed to the capital of the Partnership,
solely for tax purposes, will be allocated among the Partners so as to take
account of any variation between the adjusted basis to the Partnership of the
property for federal income tax purposes and the initial Book Value. If the Book
Value of any Partnership asset is adjusted, subsequent allocations of income,
gain, loss and deduction with respect to that asset will take account of any
variation between the adjusted basis of the asset for federal income tax
purposes and its Book Value in the same manner as under Code Section 704(c) and
the related Treasury Regulations. Any elections or other decisions relating to
allocations under this Section 5.2(e) will be made in any manner that the
General Partner determines reasonably reflects the purpose and intention of this
Agreement. Allocations under this Section are solely for purposes of federal,
state and local taxes and will not affect, or in any way be taken into account
in computing, any Partner's Capital Account or share of Profits, Losses or other
items or distributions under any provision of this Agreement.

      (f) Other Allocation Rules. The following rules will apply to the
calculation and allocation of Profits, Losses and other items:

            (1) Except as otherwise provided in the Agreement, all Profits,
      Losses and other items allocated to the Partners will be allocated among
      them in proportion to their Sharing Ratios.

            (2) For purposes of determining the Profits, Losses or any other
      item allocable to any period, Profits, Losses and other items will be
      determined on a daily, monthly or other basis, as determined by the
      General Partner using any permissible method under Code Section 706 and
      the related Treasury Regulations.

            (3) Except as otherwise provided in this Agreement, all items of
      Partnership income, gain, loss, deduction, credit and other allocations
      not provided for in this Agreement will be divided among the Partners in
      the same proportions as they share Profits and Losses.

      (g) Partner Acknowledgment. The Partners agree to be bound by the
provisions of this Section in reporting their shares of Partnership income and
loss for income tax purposes.


                                      -18-
<PAGE>

      Section 5.3. Compliance with Code

      The foregoing provisions of this Article relating to the allocation of
Profits, Losses and other items for federal income tax purposes are intended to
comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2, and shall be
interpreted and applied in a manner consistent with such Treasury Regulations.
Notwithstanding anything to the contrary, nothing in this Article shall apply if
it lacks "economic effect."

      Section 5.4. Allocations upon Transfer of Partnership Interest

      Profits or Losses attributable to any Partnership Interest which has been
transferred during any Partnership Fiscal Year shall be allocated between the
transferor and the transferee as follows:

      (a) For the days in such Fiscal Year prior to and including the date of
the transfer, to the transferor.

      (b) For the days in such Fiscal Year subsequent to the date of the
transfer, to the transferee.

            ARTICLE 6 Transferability of Partner's Interest

      Section 6.1. Restrictions on Transfer of Interest of a Partner

      (a) Except as permitted by this Article 6, no Partner shall withdraw or
retire from the Partnership, substitute any person in its stead or sell,
exchange, transfer, give, assign, pledge, hypothecate, mortgage or dispose of
all or any portion of its Partnership Interest. Any such prohibited withdrawal,
sale, exchange, transfer, gift, assignment, pledge, hypothecation, mortgage or
disposition shall be void.

      (b) Notwithstanding anything to the contrary contained herein, unless all
of the Partners shall consent, no Partner may sell, transfer or assign all or
any portion of its Partnership Interest if such sale, transfer or assignment:

            (1) when added to the total of all other sales, transfers or
      assignments of Partnership Interests within the preceding twelve (12)
      months, would result in the Partnership being considered to have
      terminated within the meaning of Code Section 708;


                                      -19-
<PAGE>

            (2) would otherwise cause the Partnership to lose its status as a
      partnership for federal income tax purposes; or

            (3) would violate any federal securities laws or any applicable
      state securities laws (including suitability standards).

      (c) For purposes of Chapter 8 of the Texas Business and Commerce Code, the
Partnership Interests shall be considered "uncertificated securities" as defined
in Section 8.102. Thus, the Partnership Interests shall be media for investment
and they shall be securities governed by Chapter 8. The designation of the
Partnership Interests as "securities" under this provision shall be solely for
the purposes of the Texas Business and Commerce Code, and shall not indicate
that they are "securities" for any other provision of law. Each Partnership
Interest as described more fully in this Agreement shall be considered to be a
part of a class consisting of all Partnership Interests but shall constitute its
own series with the rights and duties assigned it by this Agreement. The
Partnership shall maintain books for the purpose of registering the ownership of
Partnership Interests. No transfer of a Partnership Interest shall be effective
until the transfer of the Partnership Interest is registered upon books
maintained by the Partnership for that purpose. In addition, each of the persons
signing this Agreement or acquiring a Partnership Interest acknowledges that
there are limitations on the ability to transfer certain aspects of a
Partnership Interest.

      Section 6.2. Assignees

      (a) The Partnership shall not recognize for any purpose any purported
sale, assignment or transfer of all or any fraction of the interest of a Partner
unless the provisions of this Article 6 have been satisfied, all costs of such
assignment have been paid by the assigning Partner, such sale, assignment or
transfer is exempt from registration under the Securities Act of 1933, as
amended, applicable Texas securities laws, and the securities act of any other
state and there is delivered to the General Partner, if requested by the General
Partner, an opinion of counsel reasonably satisfactory to the General Partner
with respect thereto, and there is filed with the Partnership a written and
dated notification of such sale, assignment or transfer, in form satisfactory to
the General Partner, executed by both the seller, assignor or transferor and the
purchaser, assignee or transferee and such notification (1) contains the
acceptance by the purchaser, assignee or transferee of and agreement to be bound
by all the terms and provisions of this Agreement and (2) represents that such
sale, assignment or transfer was made in accordance with all applicable
securities laws and regulations (including suitability standards). Any sale,
assignment or transfer shall be recognized by the Partnership as effective on
the date of such notification if the date of such notification is within fifteen
(15) days of the date on which such notification is filed with the Partnership,
and otherwise shall be recognized as effective on the date such notification is
filed with the Partnership.


                                      -20-
<PAGE>

      (b) Any Partner who assigns all its interest in the Partnership shall
cease to be a Partner, except that, unless and until a substituted Partner has
been admitted into the Partnership, such assigning Partner shall retain the
statutory rights of the assignor of a partner's interest under the Act.

      (c) A person who is the assignee of all or any fraction of the interest of
a Partner, but does not become a substituted Partner, and desires to make a
further assignment of such interest, shall be subject to all the provisions of
this Article to the same extent and in the same manner as any Partner desiring
to make an assignment of its interest.

      Section 6.3. Substituted Partners

      (a) No Partner shall have the right to substitute in its place a
purchaser, assignee, transferee, donee, heir, legatee or other recipient of all
or any portion of the Partnership Interest of such Partner. Any such purchaser,
assignee, transferee, donee, legatee, distributee or other recipient of an
interest shall be admitted to the Partnership as a substituted Partner only with
the consent of each of the Partners, which consent may be granted or withheld by
any Partner in it sole discretion.

      (b) No person shall become a substituted Partner until such person has
satisfied the requirements of this Article 6; provided, however, that for the
purpose of allocating Profits, Losses and other items and distributing cash
available for distribution, a person shall be treated as having become, and as
appearing in the records of the Partnership as, a Partner, as the case may be,
on such date as the sale, assignment or transfer to such person was recognized
by the Partnership pursuant to Section 6.3.

            ARTICLE 7 Officers

      Section 7.1. Number

      The principal Officers of the Partnership shall consist of any or all of
the following: the President and Chief Executive Officer, Treasurer, one or more
Vice Presidents and the Secretary, and such other Officers and agents as may be
deemed necessary and elected or appointed by the General Partner, at such time
and in such manner and for such terms as the General Partner may prescribe. Any
two or more offices may be held by the same person.


                                      -21-
<PAGE>

      Section 7.2. General Duties

      All Officers and agents of the Partnership, as between themselves and the
Partnership, shall have such authority, perform such duties and manage the
Partnership as may be provided in this Agreement or as may be determined by the
General Partner not inconsistent with this Agreement.

      Section 7.3. Election, Term of Office and Qualifications

      The Officers shall be chosen by the General Partner. Each Officer shall
hold office until a successor is chosen and qualified or until the death,
resignation, or removal of such Officer.

      Section 7.4. Removal

      Any Officer or agent appointed by the General Partner may be removed (with
or without cause) by the General Partner whenever in its sole judgment the best
interests of the Partnership will be served by such removal.

      Section 7.5. Resignation

      Any Officer may resign at any time by giving written notice to the General
Partner, the President and Chief Executive Officer, the President or the
Secretary. Such resignation shall take effect at the time specified in the
notice, and, unless otherwise specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective. Such resignation shall
be without prejudice to the contract rights, if any, of the Partnership.

      Section 7.6. Vacancies

      Any vacancy in any office because of death, resignation, removal or any
other cause shall be filled for the unexpired portion of the term in the manner
prescribed in this Agreement for election or appointment to such office.

      Section 7.7. The President and Chief Executive Officer

      The President and Chief Executive Officer shall have active, executive
management of the business and operations of the Partnership, subject, however,
to the control of the General Partner. The President and Chief Executive Officer
shall, in general, perform all duties incident to the offices of President and
Chief Executive Officer and such other duties as from time to time may be
assigned by the General Partner.


                                      -22-
<PAGE>

      Section 7.8. The Vice Presidents

      Each Vice President shall have such powers and perform such duties as the
General Partner may from time to time prescribe or as the President and Chief
Executive Officer may from time to time delegate to such officer. At the request
of the President and Chief Executive Officer, any Vice President may temporarily
act in place of the President. In the case of the death, absence, or inability
to act of the President, the General Partner may designate any Vice President to
perform the duties of the President. The General Partner may appoint different
types of vice presidents with different day-to-day management responsibility
over the operations of the Partnership, including but not limited to the power
to employ persons to accomplish the purposes of the Partnership.

      Section 7.9. The Secretary

      The Secretary shall keep or cause to be kept in books provided for that
purpose, minutes of the meetings of the Partners; shall see that all notices are
duly given in accordance with the provisions of this Agreement and as required
by law; shall be custodian of the records and, in general, shall perform all
duties incident to the office of the secretary and such other duties as may from
time to time be assigned by the General Partner or the President and Chief
Executive Officer.

      Section 7.10. The Treasurer

      The Treasurer shall be the principal financial officer of the Partnership;
shall have charge and custody of and be responsible for all funds of the
Partnership and deposit all such funds in the name of the Partnership in such
banks, trust companies or other depositories as shall be selected by the General
Partner; shall receive and give receipts for moneys due and payable to the
Partnership from any source; and, in general, shall perform all the duties
incident to the office of treasurer and such other duties as from time to time
may be assigned by the General Partner, the President and Chief Executive
officer. The Treasurer shall render to the President and Chief Executive Officer
and the General Partner, whenever the same shall be required, an account of all
transactions accomplished as Treasurer and of the financial condition of the
Company. The Treasurer shall, if required to do so by the General Partner, give
the Partnership a bond in such amount and with such surety or sureties as may be
ordered by the General Partner, for the faithful performance of the duties of
office and for the restoration to the Partnership, in the case of death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind belonging to the Partnership which are
held or controlled by the Treasurer.

      Section 7.11. Indemnification

      The Officers shall be indemnified by the Partnership to the extent and in
the manner described in Section 4.6.


                                      -23-
<PAGE>

            ARTICLE 8 Books and Records; Accounting; Reporting; Tax Elections;
                      Etc.

      Section 8.1. Books and Records

      The books and records of the Partnership shall be maintained by the
General Partner or the Secretary at the principal office of the Partnership and
shall be available for examination at such office by any Partner or its duly
authorized representatives during regular business hours. Any Partner, at its
own expense, may cause an audit of the books and records of the Partnership
during regular business hours and shall furnish a written report thereof to the
other Partners.

      Section 8.2. Accounting Basis for Tax Reporting Purposes; Fiscal Year

      The books and records of the Partnership shall be kept on such method of
reporting for tax and financial reporting purposes as the General Partner shall
select. The Fiscal Year of the Partnership shall be the calendar year.

      Section 8.3. Reports

      Within seventy-five (75) days after the end of each Fiscal Year, the
General Partner shall cause the Partnership to send to each Partner a copy of
each federal income tax return of the Partnership for the Fiscal Year that
ended, together with such other tax information as shall be necessary for the
preparation by each Partner of its federal and state income tax return.

            ARTICLE 9 Dissolution, Liquidation and Termination of the
                      Partnership

      Section 9.1. Events Causing Dissolution

      (a) The Partnership shall be dissolved upon the happening of any of the
following events:

            (1) the expiration of its term;


                                      -24-
<PAGE>

            (2) the entry of a final judgment, order or decree of a court of
      competent jurisdiction adjudicating the Partnership or the General Partner
      to be bankrupt, and the expiration without appeal of the period, if any,
      allowed by applicable law in which to appeal therefrom;

            (3) the sale, condemnation or other disposition of all or
      substantially all of the Property;

            (4) the election to dissolve the Partnership by all of the Partners;
      or

            (5) the entry of a decree of judicial dissolution under the Act.

      (b) Dissolution of the Partnership shall be effective as of the day on
which the event occurs giving rise to the dissolution, but the Partnership shall
not terminate until there has been a winding up of the Partnership's business
and affairs, and the assets of the Partnership have been distributed as provided
in Section 9.2.

      (c) Notwithstanding anything in Section 9.1(a), if a dissolution of the
Partnership would otherwise occur due to the occurrence of an event of
dissolution under Section 9.1(a)(2), the Partnership may be reconstituted if
either (i) there remains at least one General Partner and such remaining General
Partner or General Partners elect to continue the business of the Partnership or
(ii) within ninety (90) days of such event of dissolution all remaining Partners
agree in writing to continue the business of the Partnership and, to the extent
they desire, or if there is no remaining General Partner, the Limited Partners
agree to the appointment, effective as of the date of such event of dissolution
of one or more new General Partners.

      Section 9.2. Liquidation; Sale of Substantially all of the Assets

      (a) Upon dissolution of the Partnership, the General Partner may cause any
part or all of the Partnership assets to be sold in such manner as the General
Partner shall reasonably determine in an effort to obtain the best prices for
such assets (provided, however, that the General Partner may distribute
Partnership assets in kind to the Partners to the extent practicable). During
the liquidation period, the General Partner shall have the right to continue to
operate and otherwise to deal with Partnership property to the same extent the
General Partner has such right prior to dissolution of the Partnership. In the
event that the sole remaining General Partner has dissolved, withdrawn or
becomes bankrupt or legally incapacitated, the Limited Partner may, within 30
days after any such


                                      -25-
<PAGE>

occurrence, appoint a person to perform the functions of the General Partner in
liquidating the assets of the Partnership and winding up its affairs.

      (b) In settling accounts after dissolution, the assets of the Partnership
shall be paid or distributed in the following order:

            (1) to third party creditors, in the order of priority as provided
      by law;

            (2) then, to the Partners for any unreimbursed costs and expenses
      owing to the Partners pursuant to this Agreement;

            (3) then, to the repayment of any loans, with interest, made by any
      Partner to the Partnership, and if more than one Partner has any
      outstanding loans owing from the Partnership, such repayment shall be
      made, pro rata, in accordance with the total amount outstanding to each
      Partner;

            (4) then, an amount equal to the then remaining positive balances in
      the Capital Accounts of the Partners shall be distributed to the Partners
      in proportion to the amount of such balances; and

            (5) then, any remainder shall be distributed to the Partners, pro
      rata, in accordance with their respective Sharing Ratios.

      Section 9.3. Distributions in Kind

      If any assets of the Partnership are distributed in kind pursuant to this
Agreement, such assets shall be distributed to the Partners entitled thereto as
tenants-in-common in the same proportions as the Partners would have been
entitled to cash distributions if such property had been sold for cash at its
fair market value and the net proceeds thereof distributed to the Partners. In
the event that distributions in kind are made to the Partners upon dissolution
and liquidation of the Partnership, the Capital Account balances of such
Partners shall be adjusted to reflect the Partners' allocable share of gain or
loss which would have resulted if the distributed property had been sold at its
fair market value.


                                      -26-
<PAGE>

            ARTICLE 10 Power of Attorney

      Section 10.1. Appointment of the General Partner as Attorney-in-Fact

      (a) Each Limited Partner, by its execution of this Agreement, irrevocably
constitutes and appoints the General Partner, its true and lawful agent and
attorney-in-fact with full power and authority in its name, place and stead to
execute, acknowledge, deliver, swear to, file and record at the appropriate
public offices such documents, instruments and conveyances that may be necessary
or appropriate to carry out the provisions or purposes of this Agreement,
including without limitation:

            (1) all certificates and other instruments, including, but not
      limited to, counterparts of this Agreement, and any amendment thereof that
      the General Partner deems appropriate to qualify or continue the
      Partnership as a partnership or a partnership in which the Limited Partner
      will have limited liability comparable to that provided by the Act, in the
      jurisdictions in which the Partnership may conduct business;

            (2) any amendment, supplement or restatement of this Agreement
      approved by the Partners in accordance with Section 11.12;

            (3) any amendment to this Agreement to reflect the withdrawal,
      addition or substitution of a Partner other than the General Partner
      pursuant to this Agreement;

            (4) all instruments that the General Partner deems appropriate to
      reflect a change or modification of the Partnership in accordance with the
      terms of this Agreement; and

            (5) all conveyances and other instruments that the General Partner
      deems appropriate to reflect the dissolution and termination of the
      Partnership.

      (b) The appointment of the General Partner by the Limited Partners as
agent and attorney-in-fact shall be deemed irrevocable and to be a power coupled
with an interest and shall survive the legal incapacity of any person hereby
giving such power and the transfer or assignment of all or any part of the
Partnership Interest of such person; provided, however, that in the event of the
transfer by a Limited Partner of all its interest, the foregoing power of
attorney shall survive such transfer only until such time as the transferee
shall have been admitted to the Partnership as a limited partner, and


                                      -27-
<PAGE>

all required documents and instruments shall have been duly executed, filed and
recorded to effect such substitution.

            ARTICLE 11 Miscellaneous Provisions

      Section 11.1. Address for Notices

      All notices, demands, consents and reports provided for in this Agreement
shall be in writing and shall be given to the parties at the addresses set forth
herein or at such other addresses as the Partner may hereafter specify in
writing. Such notices may be delivered by hand or by telex, telegram or
telecopy, or may be mailed, postage prepaid, by certified or registered mail, by
a deposit in a depository for the receipt of mail regularly maintained by the
United States Postal Service. All notices which are hand delivered or delivered
by telex, telegram or telecopy shall be deemed given on the date of delivery.
All notices which are mailed in the manner provided above shall be deemed given
three (3) days after being mailed.

      Section 11.2. Additional Documents and Acts

      In connection with this Agreement, as well as all transactions
contemplated by this Agreement, the Partners agree to execute such additional
documents and papers, and to perform and do such additional acts as may be
necessary and proper to effectuate and carry out all of the provisions of this
Agreement.

      Section 11.3. Assumed Name

      The Partners shall execute and file all assumed name certificates required
by applicable law.

      Section 11.4. Qualification in Foreign Jurisdictions

      The Partners shall take such steps as are necessary or desirable to allow
the Partnership to conduct business in any jurisdiction where the Partnership
desires to conduct business.


                                      -28-
<PAGE>

      Section 11.5. Applicable Law

      This Agreement and the rights of the Partners shall be governed by and
construed in accordance with the laws of the State of Texas, without giving
effect to conflict of law principles. With respect to all matters not expressly
provided for in this Agreement, the Act and other applicable partnership laws of
the State of Texas shall apply and control. In the event that any provision in
this Agreement conflicts with the Act, such provision in this Agreement shall
control and govern to the extent permitted by applicable law.

      Section 11.6. Waiver of Action for Partition by Partners

      Each Partner irrevocably waives during the term of the Partnership any
right which it may have to maintain any action for partition with respect to any
asset of the Partnership.

      Section 11.7. Creditors Not Benefitted

      Nothing in this Agreement is intended to nor shall it benefit any creditor
of the Partnership. No creditor of the Partnership will be entitled to require
the General Partner to solicit or accept any loan or Additional Capital
Contribution for the Partnership or to enforce any right which the Partnership
or any Partner may have against a Partner, whether arising under this Agreement
or otherwise.

      Section 11.8. Numbers and Gender

      Where the context so indicates, the masculine shall include feminine and
neuter, and the neuter shall include the masculine and feminine, the singular
shall include the plural and any reference to a "person" shall mean a natural
person or a corporation, association, partnership, joint venture, estate, trust
or any other entity.

      Section 11.9. Binding Effect

      Except as herein otherwise provided to the contrary, this Agreement shall
be binding upon and inure to the benefit of the Partners, their distributees,
heirs, legal representatives, executors, administrators, successors and assigns.


                                      -29-
<PAGE>

      Section 11.10. Entire Agreement

      This Agreement constitutes all of the understandings and agreements of
whatsoever kind and nature existing between the Partners with respect to the
subject matter contained herein and supersedes all prior agreements and
undertakings with respect thereto.

      Section 11.11. Place of Performance

      The obligations of the parties hereto are performable in McLennan County,
Texas.

      Section 11.12. Amendment

      Except as otherwise expressly set forth in this Agreement, this Agreement
may be amended, supplemented or restated only by a written agreement executed by
each of the Partners; provided, however, that the General Partner may amend the
Agreement to reflect the admission of new Limited Partners pursuant to Section
6.3 without the consent of any other Partner.

      Section 11.13. Severability

      If any term or provision of this Agreement or the application thereof to
any person or circumstances shall, to any extent, be deemed invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and shall be valid and
enforced to the fullest extent permitted by applicable law.

      Section 11.14. Sections

      Unless the context requires otherwise, all references in this Agreement to
Sections or Articles shall be deemed to mean and refer to Sections or Articles
of this Agreement.

      Section 11.15. Captions

      The titles and captions contained herein are for convenience only and
shall not be deemed part of the context of this Agreement.


                                      -30-
<PAGE>

      Section 11.16. No Waiver

      No waiver, express or implied, by any Partner of any breach or default by
any other Partner in the performance by the other Partner of its obligations
hereunder shall be deemed or construed to be a waiver of any other breach or
default under this Agreement. Failure on the part of any Partner to complain of
any act or omission of any other Partner, or to declare such other Partner in
default irrespective of how long such failure continues, shall not constitute a
waiver hereunder. No notice to or demand on a defaulting Partner shall entitle
such defaulting Partner to any other or further notice or demand in similar or
other circumstances.

      Section 11.17. Additional Remedies

      Unless the context requires otherwise, the rights and remedies of the
Partners hereunder shall not be mutually exclusive so that the exercise of one
or more of the provisions hereof shall not preclude the exercise of any other
provision hereof.

      Section 11.18. U.S. Dollars

      All references in this Agreement to dollar amounts shall refer to United
States currency.

      Section 11.19. Approvals

      Except where otherwise indicated, all approval, consent and other similar
rights of the General Partner or of the Limited Partners pursuant to this
Agreement may be exercised by such parties, and such approvals and consents may
be granted or denied by such parties, in their sole and absolute discretion.

      Section 11.20. Counterparts

      This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and shall be binding upon the Partner who executed the
same, but all of such counterparts shall constitute one and the same agreement.


                                      -31-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                        GENERAL PARTNER:

                                        EG Product Management, L.L.C.,
                                        a Texas limited liability company

                                        By: /s/ Richard M. Grandy
                                            ------------------------------------
                                                Richard M. Grandy, Manager

                                        By: /s/ Dick Kurz
                                            ------------------------------------
                                                Dick Kurz, Manager


                                        LIMITED PARTNER:

                                        EG, L.L.C.,
                                        a Nevada limited liability company

                                        By: /s/ Richard M. Grandy
                                            ------------------------------------
                                                Richard M. Grandy, Manager


                                      -32-
<PAGE>

                          EASY GARDENER PRODUCTS, LTD.

                                   SCHEDULE 1

   Names, Addresses, Capital Contributions and Sharing Ratios of the Partners

Name and Address                                     Initial Capital     Sharing
of General Partner                                    Contributions      Ratios
------------------                                   ---------------     -------

EG Product Management, L.L.C                              $  5                1%
3022 Franklin Avenue
Waco, Texas 76710

Name and Address
of Limited Partner

EG, L.L.C                                                 $495               99%
3022 Franklin Avenue
Waco, Texas 76710

TOTAL                                                     $500           100.00%
                                                          ====           ======