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  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 (Retirement Accounts) 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 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