AMENDMENT NO. 1 TO INVESTMENT ADVISORY AGREEMENT


     AMENDMENT NO. 1 TO  INVESTMENT  ADVISORY  AGREEMENT  made as of February 5,
2003 by and among ML-LEE  ACQUISITION  FUND  (RETIREMENT  ACCOUNTS)  II, L.P., a
Delaware limited  partnership  (the "Fund"),  THOMAS H. LEE ADVISORS II, L.P., a
Delaware  limited  partnership  (the  "Investment  Adviser"),  and THOMAS H. LEE
COMPANY  (the "Lee  Company").  The Fund,  the  Investment  Adviser  and the Lee
Company are collectively referred to herein as the "Parties."


                     W I T N E S S E T H:
                  - --- - - - - - - -


         WHEREAS, the Parties entered into that certain Investment Advisory
Agreement, dated as of November 10, 1989 (the "Agreement");

         WHEREAS, ML-Lee Acquisition Fund II, L.P. (the "Other Fund"), a
business development company with the same investment objectives as, and under
common control with, the Fund, has similarly retained the Investment Adviser to
act as its investment adviser;

         WHEREAS, the Parties desire to amend the Agreement in certain respects
in order to adjust the compensation of the Investment Adviser;

         WHEREAS, effective July 1, 1999, the Investment Adviser agreed to
reduce its annual fee to an aggregate of $600,000 divided between the Fund and
the Other Fund, which amendment was approved by the Individual General Partners
of the Fund, but was not reflected in an amendment to the Agreement;

         WHEREAS, effective January 1, 2003, the Investment Adviser agreed to
further reduce its annual fee to an aggregate of $300,000 divided between the
Fund and the Other Fund, which reduction was approved by the Individual General
Partners of the Fund and the Other Fund;

         WHEREAS, the Agreement may be amended by the Parties only if such
amendment is specifically approved by the Individual General Partners of the
Fund;

         WHEREAS, the Individual General Partners of the Fund have approved the
amendments to the Agreement contained herein;

         NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Parties hereby agree as follows:

         1.       Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.

         2.       Effective July 1, 1999 through December 31, 2002, the annual
                  Investment Management Fee set forth in the first sentence of
                  Article III of the Agreement shall be an aggregate of $600,000
                  divided between the Fund and the Other Fund in proportion to
                  the number of Units outstanding.

         3.       Effective January 1, 2003, the annual Investment Management
                  Fee set forth in the first sentence of Article III of the
                  Agreement shall be an aggregate of $300,000 divided between
                  the Fund and the Other Fund in proportion to the number of
                  Units outstanding.

         4.       The Parties acknowledge that the Fund is in dissolution.
                  Notwithstanding such dissolution, the Parties agree that the
                  Agreement remains in full force and effect, except as amended
                  hereby.



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         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
     Amendment No. 1 to Investment Advisory Agreement as of the date first above
     written.





                      ML-LEE ACQUISITION FUND (RETIREMENT ACCOUNTS) II, L.P.
                      By:  Mezzanine Investments II, L.P.
                      Managing General Partner
                      By:  ML Mezzinine II Inc., its General Partner



                       By: /s/ James V. Bruno
                           ------------------
                       Name:  James V. Bruno
                       Title:   Vice President


                      THOMAS H. LEE ADVISORS II, L.P.
                      By:  T.H. Lee Mezzanine II, its General Partner


                      By:  /s/ David V. Harkins
                           --------------------
                      Name:  David V. Harkins
                      Title:   President

                      THOMAS H. LEE COMPANY


                      By: /s/ Thomas H. Lee
                          -----------------
                      Name:  Thomas H. Lee
                      Title:   Chairman