<PAGE>








          THE JONES FINANCIAL COMPANIES, L.L.L.P.





                           TENTH

                    AMENDED AND RESTATED

                  AGREEMENT OF REGISTERED

           LIMITED LIABILITY LIMITED PARTNERSHIP










               Dated as of February 25, 1999





<PAGE>
<PAGE>

<TABLE>
                               INDEX
                               -----

<S>                                                                            <C>
ARTICLE ONE DEFINED TERMS                                                       3

ARTICLE TWO CONTINUATION, NAME AND OFFICE, PURPOSES, TERM AND
   DISSOLUTION, REGISTERED AGENT, PARTNER LIST                                  8
   2.1 Continuation                                                             8
   2.2 Name, Place of Business and Office                                       8
   2.3 Purposes                                                                 9
   2.4 Term and Dissolution                                                     9
   2.5 Registered Office and Agent                                              9
   2.6 Amendment to Certificate of Limited Partnership                          9

ARTICLE THREE PARTNERS AND CAPITAL                                              9
   3.1 General Partners                                                         9
   3.2 Admission of Additional General Partners                                10
   3.3 Limiteds and Contained Payments to Limited Partners                     10
   3.4 Admission of Limiteds                                                   11
   3.5 Partnership Capital                                                     11
   3.6 Liability of Limiteds                                                   11
   3.7 Participation in Partnership Business by Limiteds                       11
   3.8 Priority Among Limiteds                                                 12

ARTICLE FOUR RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS                 12
   4.1 Authorized Acts; Management and Control                                 12
   4.2 Restrictions on Authority of the Managing Partner and Executive
       Committee                                                               13
   4.3 Removal or Dismissal of Certain Partners                                14
   4.4 Executive Committee                                                     14
   4.5 Guaranteed Draw; Time and Effort; Independent Activities                15
   4.6 Duties and Obligations of the Managing Partner                          17
   4.7 Liability for Acts and Omissions; Indemnification                       17
   4.8 Dealing with an Affiliate                                               17
   4.9 General Partners' Responsibility                                        18
   4.10 Responsibilities of Partnership Leaders                                18

ARTICLE FIVE MEETINGS AND VOTING OF PARTNERS                                   18
   5.1 Meetings of General Partners; Voting at Such Meetings                   18
   5.2 Percentage of Voting Power for Partnership Decisions                    19
   5.3 Robert's Rules to Govern                                                19
   5.4 Consent of General Partners in Lieu of a Meeting                        19



                               i
<PAGE>
<PAGE>

ARTICLE SIX EVENT OF WITHDRAWAL OF A PARTNER AND CONVERSION OF
   CLASS II SUBORDINATED LIMITED PARTNER CAPITAL TO CLASS I
   SUBORDINATED LIMITED PARTNER CAPITAL                                        20
   6.1 Voluntary Event of Withdrawal                                           20
   6.2 Withdrawal Upon Request                                                 20
   6.3 Return of Capital and Purchase of Interest                              20
   6.4 Death of a Limited                                                      22
   6.5 Death or Disability of a General Partner                                23
   6.6 General Partner Interest - 56th Birthday                                24
   6.7 Restriction on Capital Contribution Return                              24
   6.8 Liability of a Withdrawn General Partner                                25
   6.9 Effect of Event of Withdrawal                                           25
   6.10 Conversion from Class II to Class I Subordinated Limited Partner       25

ARTICLE SEVEN TRANSFERABILITY OF PARTNER INTERESTS                             26
   7.1 Restrictions on Transfer                                                26
   7.2 Substituted Limited Partners                                            27

ARTICLE EIGHT DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL PARTNERS     27
   8.1 Distribution of Net Income                                              27
   8.2 Distributions Upon Dissolution                                          29
   8.3 Distribution of Frozen Appreciation Amount                              30
   8.4 Sale of Assets to Third Party                                           30
   8.5 Other Sales or Dispositions to Third Party                              31
   8.6 Allocation of Profits and Losses for Tax Purposes                       31
   8.7 Liability of General Partners                                           33

ARTICLE NINE BOOKS, RECORDS AND REPORTS, ACCOUNTING, TAX ELECTIONS, ETC.       34
   9.1 Books, Records and Reports                                              34
   9.2 Bank Accounts                                                           35
   9.3 Depreciation and Elections                                              35
   9.4 Fiscal Year                                                             35

ARTICLE TEN MEDIATION/ARBITRATION                                              35
   10.1 Mediation/Arbitration                                                  35
   10.2 Forum Selection                                                        37
   10.3 Statute of Limitations                                                 38
   10.4 Other Agreements                                                       38


                              ii
<PAGE>
<PAGE>

ARTICLE ELEVEN GENERAL PROVISIONS                                              38
   11.1 Appointment of Attorneys-in-Fact                                       38
   11.2 Word Meanings                                                          39
   11.3 Binding Provisions                                                     39
   11.4 Applicable Law                                                         39
   11.5 Counterparts                                                           40
   11.6 Entire Agreement                                                       40
   11.7 Separability of Provisions                                             40
   11.8 Representations                                                        40
   11.9 Section Titles                                                         40
   11.10 Partition                                                             40
   11.11 No Third Party Beneficiaries                                          41
   11.12 Amendments                                                            41
   11.13 Revocable Trusts                                                      41
</TABLE>



                              iii

<PAGE>
<PAGE>

              THE JONES FINANCIAL COMPANIES, L.L.L.P.
    (a Missouri Registered Limited Liability Limited Partnership)

                               TENTH
                        AMENDED AND RESTATED
                      AGREEMENT OF REGISTERED
               LIMITED LIABILITY LIMITED PARTNERSHIP


          THIS TENTH AMENDED AND RESTATED AGREEMENT OF REGISTERED
LIMITED LIABILITY LIMITED PARTNERSHIP of The Jones Financial Companies,
L.L.L.P. entered into as of this 25th day of February, 1999, by and
among John W. Bachmann as General Partner, and John W. Bachmann as the
Attorney-In-Fact for all of the other General Partners, all of the
Limited Partners, all of the Class I Subordinated Limited Partners (none
at the date of this Agreement) and all of the Class II Subordinated
Limited Partners (formerly referred to as the "Subordinated Limited
Partners").

                        W I T N E S S E T H:

          WHEREAS, the Partnership was formed as a limited partnership
under the Missouri Revised Uniform Limited Partnership Act pursuant to
an Agreement and Certificate of Limited Partnership dated June 5, 1987;

          WHEREAS, the Partnership filed on July 15, 1987 its Amended
and Restated Agreement and Certificate of Limited Partnership dated July
15, 1987 (the "Restated Agreement");

          WHEREAS, the Partnership filed on August 28, 1987,
November 16, 1987, August 5, 1988, August 29, 1988, January 31, 1989,
March 21, 1989 and August 10, 1989 its Amendments No. 1, 2, 3, 4, 5, 6
and 7 respectively, to its Restated Agreement;

          WHEREAS, the Partnership filed on June 22, 1989 its Partner
List as of May 31, 1989;

          WHEREAS, the Restated Agreement as amended is hereinafter
referred to as the "First Restated Agreement";

          WHEREAS, the First Restated Agreement was amended and
restated in its entirety pursuant to a Second Amended and Restated
Agreement and Certificate of Limited Partnership dated as of January 31,
1990 (the "Second Restated Agreement");

          WHEREAS, the Missouri Revised Uniform Limited Partnership
Act was amended in August of 1990 and no longer requires certain
information in certificates of limited partnership (filed with the
Secretary of State) and now requires corresponding amendments to be made
to agreements of limited partnership;


<PAGE>
<PAGE>


          WHEREAS, the Partnership desired that the aforesaid Second
Restated Agreement become two separate documents, namely a Third Amended
and Restated Agreement of Limited Partnership (the "Third Restated
Agreement") and a separate restated Certificate of Limited Partnership;

          WHEREAS, the Second Restated Agreement was amended and
restated in its entirety pursuant to said Third Restated Agreement dated
as of January 31, 1991;

          WHEREAS, the Third Restated Agreement was amended and
restated in its entirety pursuant to the Fourth Amended and Restated
Agreement of Limited Partnership (the "Fourth Restated Agreement") dated
as of January 1, 1993;

          WHEREAS, the Fourth Restated Agreement was amended and
restated in its entirety pursuant to the Fifth Amended and Restated
Agreement of Limited Partnership (the "Fifth Restated Agreement") dated
as of May 24, 1993;

          WHEREAS, the Fifth Restated Agreement was amended and
restated in its entirety pursuant to the Sixth Amended and Restated
Agreement of Limited Partnership (the "Sixth Restated Agreement") dated
as of October 1, 1993;

          WHEREAS, the Sixth Restated Agreement was amended and
restated in its entirety pursuant to the Seventh Amended and Restated
Agreement of Limited Partnership (the "Seventh Restated Agreement")
dated as of August 31, 1996;

          WHEREAS, the Seventh Restated Agreement was amended and
restated in its entirety to register the Partnership as a registered
limited liability partnership pursuant to the Eighth Amended and
Restated Agreement of Limited Partnership (the "Eighth Restated
Agreement") dated as of November 1, 1996;

          WHEREAS, the Partnership filed as of February 26, 1998 an
Amendment to the Certificate of Limited Partnership changing the
Partnership's name from The Jones Financial Companies, L.P., LLP to The
Jones Financial Companies, L.L.L.P.;

          WHEREAS, the Eighth Restated Agreement was amended and
restated in its entirety pursuant to the Ninth Amended and Restated
Agreement of Registered Limited Liability Limited Partnership (the
"Ninth Restated Agreement") dated as of April 1, 1998; and

          WHEREAS, the parties now desire to amend and restate said
Ninth Restated Agreement in its entirety pursuant to this Tenth Amended
and Restated Agreement of Registered Limited Liability Limited
Partnership.

          NOW, THEREFORE, pursuant to the terms, covenants and
conditions set forth herein and the mutual promises contained herein,
the parties hereto agree as follows:



                               2
<PAGE>
<PAGE>



                           ARTICLE ONE
                          DEFINED TERMS
                          -------------


          The defined terms used in this Agreement shall have the
meanings specified below:

          "Affiliate" of a specified person (the "Specified Person")
           ---------
means any Person (a) who directly or indirectly controls, is controlled
by, or is under common control with the Specified Person; (b) who owns
or controls ten percent (10%) or more of the Specified Person's
outstanding voting securities or equity interests; (c) in whom such
Specified Person owns or controls ten percent (10%) or more of the
outstanding voting securities or equity interests; (d) who is a
director, partner, manager, executive officer or trustee of the
Specified Person; (e) in whom the Specified Person is a director,
partner, manager, executive officer or trustee; or (f) who has any
relationship with the Specified Person by blood, marriage or adoption,
not more remote than first cousin.

          "Agreement" means this Tenth Amended and Restated
           ---------
Agreement of Registered Limited Liability Limited Partnership, as
amended from time to time.

          "Capital Account" means an account established by the
           ---------------
Partnership and maintained for each Partner, for federal income tax
purposes, which account shall be credited with:

          (i)   the amount of the Partner's Capital Contributions; and

          (ii)  the amount of Partnership income (including income
     exempt from federal income tax) and gain (or items thereof)
     allocated to the Partner pursuant to Article Eight hereof;

and which shall be debited by:

          (iii) the amount of Partnership losses and deductions (or
     items thereof) allocated to the Partner pursuant to Article Eight
     hereof;

          (iv)  the amount of Partnership expenditures described in
     Treasury Regulations Section 1.704-1(b)(2)(iv)(i) allocable to the
     Partner in the same proportion as that in which the Partner bears
     the economic burden of those expenditures; and

          (v)   the amount of all distributions to the Partner
     pursuant to Article Eight hereof.

          In addition, the Capital Account of each Partner shall be
adjusted as necessary to comply with Treasury Regulations Section 1.704-
1(b)(2)(iv).  In the event the Managing Partner shall determine that it
is prudent to modify the manner in which the Capital Accounts or any
debits or


                               3
<PAGE>
<PAGE>
credits thereto are completed in order to comply with such regulations,
the Managing Partner may amend this Agreement to reflect such
modification, provided that it is not likely to have a material effect
on the amounts distributable to the Partners pursuant to Article Eight
upon dissolution of the Partnership.

          If any Partner would otherwise have a negative balance in
his Capital Account, the amount of any such negative balance shall be
reduced (but not in excess of such negative balance) by the amount of
such Partner's share of Partnership Minimum Gain (determined in
accordance with Treasury Regulations Section 1.704-1(b)(4)(iv)(f)) after
taking into account all increases and decreases to such Partnership
Minimum Gain during the taxable year.

          In the event that the Partnership is deemed to be terminated
for federal income tax purposes due to the sale or exchange of fifty
percent (50%) or more of the Partnership interests within a twelve (12)
month period, appropriate adjustment shall be made to the Capital
Accounts to reflect such termination as required by the Internal Revenue
Code and applicable Treasury Regulations.

          In the event that interests in the Partnership are sold,
exchanged or otherwise transferred, and the transfer is recognized under
Article Six or Article Seven hereof, or by operation of law, the Capital
Account of the transferee will equal the Capital Account of the
transferor immediately before the transfer.  However, if such a sale or
exchange, either alone or in combination with other sales or exchanges
within a twelve-month period results in a transfer of fifty percent
(50%) or more of the Partnership interests causing a termination of the
Partnership for federal income tax purposes, the adjustment required by
the immediately preceding paragraph shall be made.

          "Capital Contribution" means the total amount of cash or
           --------------------
property contributed as equity to the Partnership by each Partner
pursuant to the terms of this Agreement.  The Capital Contributions of
the Partners have been previously set forth on exhibits to this
Agreement.  From the date hereof, the Capital Contributions of the
Partners shall be reflected in the books and records of the Partnership.

          "Certificate of Limited Partnership" means the document,
           ----------------------------------
as amended or restated from time to time, filed as a certificate of
limited partnership under the Missouri Limited Partnership Act.

          "Class I Subordinated Limited Partners" means those
           -------------------------------------
persons whose names are set forth in the books and records of the
Partnership as Class I Subordinated Limited Partners, and any other
person who becomes a Class I Subordinated Limited Partner of the
Partnership as provided herein.

          "Class II Subordinated Limited Partners" means those
           --------------------------------------
persons whose names are set forth in the books and records of the
Partnership as Class II Subordinated Limited Partners, and any


                               4
<PAGE>
<PAGE>
other person who becomes a Class II Subordinated Limited Partner of the
Partnership as provided herein.

          "Dispute" shall have the meaning set forth in Section
           -------
10.1A.

          "EDJ" shall have the meaning set forth in Section 2.3.
           ---

          "Event of Withdrawal" means, as to a General Partner, the
           -------------------
occurrence of death, adjudication of mental incompetence, bankruptcy,
dissolution, or voluntary or involuntary withdrawal or removal from the
Partnership or any other event of withdrawal set forth in the Missouri
Limited Partnership Act.

          "Frozen Appreciation Amount" means each General Partner's
           --------------------------
share of the unrealized appreciation of certain real estate (the "Real
Estate") owned by EDJ Leasing Co. on the date such General Partner
contributes his general partnership interest in EDJ Leasing Co. to the
Partnership plus such General Partner's share of the unrealized
appreciation of all stock exchange seats (the "Exchange Seats") owned by
or for the benefit of Edward D. Jones & Co., L.P. on the date such
General Partner contributes his general partnership interest in Edward
D. Jones & Co., L.P. to the Partnership.  The Frozen Appreciation Amount
shall be maintained in the books and the records of the Partnership.
The Real Estate currently consists of the land and improvements located
at 201 Progress Parkway, 141 Progress Parkway, 158 Progress Parkway, 115
Progress Parkway, 135 Progress Parkway, 9 American Industrial Dr. and 20
American Industrial Dr., all in St. Louis County, Missouri.  The
Exchange Seats consists of one (1) seat on the New York Stock Exchange,
one (1) seat on the American Stock Exchange and one (1) seat on the
Chicago Stock Exchange or any such seats on successor exchanges.  Each
year, as of December 31, if in the opinion of the Managing Partner there
has been a material diminution in the value of the Real Estate, the
Partnership shall appraise (to the extent not previously sold) the Real
Estate and the shares of unrealized appreciation shall be appropriately
and proportionately adjusted for each General Partner on the books of
the Partnership.  On each Valuation Date, if needed for the purpose of
making a calculation for purposes of this Agreement, the Partnership
shall appraise (to the extent not previously sold) the Exchange Seats
and the shares of unrealized appreciation shall be appropriately and
proportionately adjusted for each General Partner on the books of the
Partnership.  The unrealized appreciation per each separate tract of
Real Estate and per each separate Exchange Seat as set forth on the
books of the Partnership may never exceed the amount used in making the
original calculation even if a given appraised value later exceeds such
amount.  When, as and if a given tract of Real Estate or Exchange Seat
is sold, the unrealized appreciation then attributable to such tract of
Real Estate or Exchange Seat shall no longer be included in the
calculation of the Frozen Appreciation Amount on the books of the
Partnership.

          "General Partners" means those persons whose names are set
           ----------------
forth in the books and records of the Partnership as being General
Partners, and any other Person who becomes a successor or additional
General Partner of the Partnership as provided herein.


                               5
<PAGE>
<PAGE>


          "General Partner's Adjusted Capital Contribution" means
           -----------------------------------------------
the Capital Contribution of the General Partner plus all Net Income
thereafter allocated to the account of the General Partner minus (a) all
Net Loss thereafter allocated to the account of the General Partner, and
(b) any cash or property thereafter distributed to (or for the benefit
of) the General Partner.  Payments of salaries, bonuses or expenses to a
General Partner by the Partnership shall not affect such General
Partner's Adjusted Capital Contribution.

          "General Partner Interest" means a General Partner's
           ------------------------
entire ownership interest in the Partnership.

          "General Partner Percentage" means a percentage determined
           --------------------------
by dividing a General Partner's Adjusted Capital Contribution by the
Adjusted Capital Contributions of all of the General Partners.

          "Grantors" shall have the meaning set forth in Section
           --------
11.13.

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

          "Limited Partner Withdrawal Notice" shall have the meaning
           ---------------------------------
set forth in Section 6.1B.

          "Limited Partners" means those persons whose names are set
           ----------------
forth in the books and records of the Partnership as being Limited
Partners, and any other person who becomes a Limited Partner of the
Partnership as provided herein.

          "Limiteds" means those persons whose names are set forth
           --------
in the books and records of the Partnership as being the Limited
Partners, Class I Subordinated Limited Partners and the Class II
Subordinated Limited Partners, and any other person who becomes a
Limited of the Partnership as provided herein.

          "Mandatory Withdrawal Notice" shall have the meaning set
           ---------------------------
forth in Section 6.2.

          "Missouri Limited Partnership Act" means the Missouri
           --------------------------------
Revised Uniform Limited Partnership Act, as amended from time to time.

          "Missouri Partnership Act" means the Missouri Uniform
           ------------------------
Partnership Law, as amended from time to time.

          "NASD" shall have the meaning set forth in Section 10.1E.
           ----

          "Net Income or Net Loss" means, with respect to any fiscal
           ----------------------
period, the net income or the net loss of the Partnership, determined in
accordance with generally accepted accounting principles; provided,
however, there shall be excluded from such net income or net loss (after


                               6
<PAGE>
<PAGE>
deduction of the guaranteed payments required by Section 3.3B hereof and
the bonus compensation provided for in Section 4.1B(v) hereof) any
unrealized gains or losses on securities or rights or options to acquire
securities held by the Partnership (or by any entity whose financial
statements are consolidated with the financial statements of the
Partnership) as (a) a hedge against fixed rate borrowings or (b) as long
term passive investments (usually minority interests) (in the case of
both (a) and (b), as opposed to other securities held by the Partnership
[or by any entity whose financial statements are consolidated with the
financial statements of the Partnership] as inventory for resale in the
ordinary course of business).

          "Notice" means a writing, containing the information
           ------
required by this Agreement to be communicated to a party, delivered
personally or sent by U.S. mail, postage prepaid, to such party at the
last known address of such party as shown on the records of the
Partnership, the date of personal delivery or the date of mailing
thereof being deemed the date of receipt thereof.

          "Partner" means any General Partner or Limited.
           -------

          "Partnership" means the limited partnership (originally
           -----------
formed as a limited partnership which is now registered as a registered
limited liability limited partnership) continued by this Agreement by
the parties hereto, as said limited partnership may from time to time be
constituted.

          "Partnership Minimum Gain" means, for Partnership tax
           ------------------------
purposes, as set forth in Treasury Regulations Section 1.704-
1(b)(4)(iv)(c), the amount of gain, if any, that would be realized by
the Partnership if it were to sell or dispose of (in a taxable
transaction) property subject to a non-recourse liability of the
Partnership, in full satisfaction of such liability.

          "Party" shall have the meaning set forth in Section 10.1A.
           -----

          "Person" means a natural person, partnership, limited
           ------
partnership (domestic or foreign), limited liability partnership,
limited liability limited partnership, limited liability company, trust,
estate, association or corporation.

          "Premium" shall have the meaning set forth in Section
           -------
8.4D.

          "Price" shall have the meaning set forth in Section 6.3A.
           -----

          "Proceeds of Liquidation" shall have the meaning set forth
           -----------------------
in Section 8.2A.

          "Profits and Losses For Tax Purposes" means, for
           -----------------------------------
Partnership accounting and tax purposes, the various items set forth in
Section 702(a) of the Internal Revenue Code and all applicable
regulations or any successor law, and shall include, but not be limited
to, each item of income, gain, deduction, loss, preference or credit.


                               7
<PAGE>
<PAGE>


          "Reduced Amount" shall have the meaning set forth in
           --------------
Section 8.1A(iii).

          "Requested Withdrawal Amount" shall have the meaning set
           ---------------------------
forth in Section 6.3G.

          "Retiring Interest" shall have the meaning set forth in
           -----------------
Section 6.6.

          "Sale" shall have the meaning set forth in Section 8.4A.
           ----

          "Treasury Rate" shall have the meaning set forth in
           -------------
Section 8.1A(ii).

          "Trusts" shall have the meaning set forth in Section
           ------
11.13.

          "Withdrawal Notice" shall have the meaning set forth in
           -----------------
Section 6.3G.

          "Valuation Date" means as of the last Friday of each month
           --------------
except for the month of December in which case it means as of the last
day of the month.


                            ARTICLE TWO
             CONTINUATION, NAME AND OFFICE, PURPOSES,
             ----------------------------------------
                      TERM AND DISSOLUTION,
                      ---------------------
                  REGISTERED AGENT, PARTNER LIST
                  ------------------------------



          2.1  Continuation.
               ------------

          The parties hereto hereby continue the Partnership as a
registered limited liability limited partnership pursuant to the
provisions of the Missouri Limited Partnership Act and the Missouri
Partnership Act.

          2.2  Name, Place of Business and Office.
               ----------------------------------

          The Partnership shall be conducted under the name of "The
Jones Financial Companies, L.L.L.P.".  The principal office and place of
business shall be 12555 Manchester Road, Des Peres, Missouri 63131.  The
General Partners may at any time change the location of such principal
office.  Notice of any such change shall be given to the Partners on or
before the date of any such change.


                               8
<PAGE>
<PAGE>


          2.3  Purposes.
               --------

          The purposes of the Partnership shall be to act as a limited
partner in Edward D. Jones & Co., L.P., ("EDJ") to act as a general
partner, limited partner, guarantor, stockholder or holding partnership
for any other limited partnership, general partnership, limited
liability partnership, limited liability limited partnership, limited
liability company, corporation or other entity and to engage in such
other activities as may be approved by the General Partners.

          2.4  Term and Dissolution.
               --------------------

          A.   The Partnership shall continue in full force and
effect until December 31, 2199, or until dissolution prior thereto upon
the happening of any of the following events:

          (i)   The sale of all of the assets of the Partnership;

          (ii)  An Event of Withdrawal of a General Partner if no
     General Partner remains; or

          (iii) The dissolution of the Partnership by the General
     Partners.

          B.   Upon dissolution of the Partnership, the General
Partners shall cause the cancellation of the Partnership's Certificate
of Limited Partnership, liquidate the Partnership's assets and apply and
distribute the proceeds thereof in accordance with Section 8.2 hereof.

          2.5  Registered Office and Agent.
               ---------------------------

          The name and address of the Registered Agent and Registered
Office for service of process on the Partnership are as set forth in the
Certificate of Limited Partnership.

          2.6  Amendment to Certificate of Limited Partnership.
               -----------------------------------------------

          The Certificate of Limited Partnership shall be amended
within thirty days of the admission or withdrawal of a General Partner.


                           ARTICLE THREE
                       PARTNERS AND CAPITAL
                       --------------------

          3.1  General Partners.
               ----------------

          A.   The name, last known mailing address and current
Capital Contribution of each General Partner are reflected in the books
and records of the Partnership.


                               9
<PAGE>
<PAGE>


          B.   Any General Partner, in addition to being a General
Partner, may also become a Limited by complying with the provisions of
Section 3.4 hereof.  In such event, said General Partner shall have all
the rights and powers and be subject to all the restrictions of a
General Partner, except that, in respect to his Capital Contribution as
a Limited, he shall have the rights against the other Partners which he
would have had if he were not also a General Partner.

          C.   From time to time, the Managing Partner may allow one
or more General Partners to increase their Capital Contributions. Such
increased Capital Contributions shall be made in such amount and manner
and at such time as determined by the Managing Partner and the General
Partner's Percentages shall be appropriately adjusted and transferred.
All such changes shall be reflected in the books and records of the
Partnership.

          3.2  Admission of Additional General Partners.
               ----------------------------------------

          A.   The Managing Partner may at any time designate
additional General Partners with such interest in the Partnership as the
Managing Partner and such additional General Partners may agree upon.
The additional General Partner shall make his Capital Contribution to
the Partnership in such manner and at such time as determined by the
Managing Partner and the General Partner Percentages shall be
appropriately adjusted and transferred.  All such changes shall be
reflected in the books and records of the Partnership.  The Managing
Partner may admit additional General Partners to the Partnership at any
time without the consent of any current General Partner or Limited.

          B.   Each additional General Partner shall agree, as a
condition to becoming an additional General Partner, to be bound by the
terms and provisions of this Agreement and any other agreement
(including cash subordination agreements) as deemed appropriate by the
Managing Partner.

          3.3  Limiteds and Contained Payments to Limited Partners.
               ---------------------------------------------------

          A.   There shall be three classes of Limiteds, namely,
Limited Partners, Class I Subordinated Limited Partners and Class II
Subordinated Limited Partners.  The name, last known mailing address and
current Capital Contribution of each Limited Partner, Class I
Subordinated Limited Partner and Class II Subordinated Limited Partner
are reflected in the books and records of the Partnership.

          B.   Each Limited Partner shall be paid 7-1/2% per annum,
on the principal amount of his Capital Contribution.  Such payments
shall be made yearly or more frequently, as determined by the Managing
Partner.  All such payments shall be treated as guaranteed payments.


                              10
<PAGE>
<PAGE>

          3.4  Admission of Limiteds.
               ---------------------

          A.   The Managing Partner is authorized to admit to the
Partnership Limiteds who may be admitted as Limited Partners, Class I
Subordinated Limited Partners or as Class II Subordinated Limited
Partners, at the discretion of the Managing Partner.

          B.   The Capital Contributions of the Limiteds shall be
made in such manner and at such time as determined by the Managing
Partner.  All such changes shall be reflected in the books and records
of the Partnership.

          C.   Each Limited shall agree, as a condition to becoming a
Limited, to be bound by the terms and provisions of this Agreement and
any other agreements (including cash subordination agreements) as deemed
appropriate by the Managing Partner.

          3.5  Partnership Capital.
               -------------------

          A.   The total capital of the Partnership shall be the
aggregate amount of the Capital Contributions of the Partners as
provided for herein.

          B.   Except as provided herein, or as otherwise determined
by the Managing Partner, no Partner shall be paid interest on any
Capital Contribution to the Partnership.

          C.   Except as otherwise provided herein, prior to
dissolution of the Partnership, no Partner shall have the right to
demand the return of his Capital Contribution.  No Partner shall have
the right to demand and receive property other than cash in return for
his Capital Contribution.

          D.   The General Partners shall have no personal liability
for the repayment of the Capital Contribution of any Limited.

          3.6  Liability of Limiteds.
               ---------------------

          A Limited shall only be liable to make the payment of his
Capital Contribution.  Except as provided in the Missouri Limited
Partnership Act, no Limited shall be liable for any obligations of the
Partnership.  After his Capital Contributions shall be paid to the
Partnership, no Limited shall be required to make any further Capital
Contribution or lend any funds to the Partnership, except as otherwise
expressly provided in this Agreement.

          3.7  Participation in Partnership Business by Limiteds.
               -------------------------------------------------

          No Limited (except one who may also be a General Partner,
and then only in his capacity as a General Partner) shall participate in
or have any control over the Partnership business (except as required by
law) or shall have any authority or right to act for or bind the
Partnership.



                              11
<PAGE>
<PAGE>
The Limiteds hereby consent to the exercise by the Managing Partner and
the General Partners of the powers conferred on them by this Agreement.

          3.8  Priority Among Limiteds.
               -----------------------

          Priorities as between classes of Limiteds as to
distributions are set forth in Article Eight hereof.


                            ARTICLE FOUR
        RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS
        -------------------------------------------------

          4.1  Authorized Acts; Management and Control.
               ---------------------------------------

          A.   Subject to the other provisions set forth below, the
General Partners have the exclusive right to manage the business of the
Partnership and are hereby authorized to take any action (including, but
not limited to, the acts authorized by Section 4.1C below) of any kind
and to do anything and everything in accordance with the provisions of
this Agreement.

          B.   John W. Bachmann is hereby designated by the General
Partners as the Managing Partner of the Partnership.  As the Managing
Partner he shall serve as Chairman of the Executive Committee.  As
Managing Partner, he shall have the absolute right (subject to Section
4.4C hereof) to manage the business of the Partnership on behalf of the
General Partners and is hereby authorized to take on behalf of the
Partnership and the General Partners any action (including, but not
limited to, the acts authorized by Section 4.1C below) of any kind and
to do anything and everything in accordance with the provisions of this
Agreement.  The Managing Partner shall have all the rights, powers and
duties usually vested in the managing partner of a partnership including
the administration of this Partnership's business and the determination
of its business policies and he shall control the management and conduct
of all of the business transacted by the Partnership.  In particular,
but not in limitation of the foregoing, the Managing Partner for, in the
name and on behalf of, the Partnership and the General Partners is
hereby specifically authorized (i) to admit to the Partnership any
General Partner or Limited; (ii) to dismiss (in accordance with Section
6.2 hereof) from the Partnership any General Partner or Limited;
(iii) to determine the General Partner's Adjusted Capital Contribution
(and the related General Partner Percentage) that each General Partner
(including the Managing Partner) shall be entitled to maintain; (iv) to
determine the guaranteed draw (described in Section 4.5A hereof) to be
paid to each General Partner (which guaranteed draw shall be set forth
on a list to be maintained in the Managing Partner's office which list
shall be available for inspection by the General Partners); (v) to
determine the amount, if any, of bonus compensation (in addition to the
funds provided for in Section 8.1A(iv) to be paid to one or more
Partners to assist such Partner(s) in maintaining or making initial or
additional Capital Contributions to the Partnership, provided, however,
such aggregate bonus compensation in any calendar year shall not exceed
$1,500,000; (vi) to determine the amount, if any, of the Capital
Contribution that each General Partner or Limited shall be entitled to
maintain; (vii) to determine all


                              12
<PAGE>
<PAGE>
amounts, if any, to be distributed to the Limiteds pursuant to Section
8.5 hereof; (viii) to convey title to any assets of the Partnership; and
(ix) to execute all documents (including, but not limited to, any loan
documents or guarantees) on behalf of the Partnership and (x) to sign on
behalf of the Partnership and each of its Partners, all documents and
forms required by (A) any domestic or foreign jurisdiction where the
Partnership is engaged in business so as to qualify as a registered
limited liability limited partnership or comparable entity and (B) any
governmental agency requiring the Partnership to appoint a registered
agent and/or office for service of process in such jurisdictions.

          C.   The General Partners for, in the name and on behalf
of, the Partnership are hereby authorized to take any and all actions,
and to engage in any kind of activity and to perform and carry out all
functions of any kind necessary to, or in connection with, the business
of the Partnership (including but not limited to):  (i) executing any
instruments on behalf of the Partnership; (ii) acquiring or selling
assets of the Partnership; (iii) entering into loans, guarantees in
connection with the business of the Partnership; (iv) acting as a
partner or shareholder of, or adviser to, any other organization;
(v) contributing capital, as a limited partner or as a general partner,
or purchasing other securities in or otherwise investing in EDJ or any
other limited partnership, general partnership, corporation or other
entity and taking all actions required as a partner, shareholder or
investor in any such entity.

          D.   The special authority granted herein to the Managing
Partner shall not be construed to restrict the authority of any General
Partner to act as the agent of the Partnership and to execute
instruments in the Partnership name for the purpose of carrying on the
ordinary business of the Partnership.

          E.   The Managing Partner may delegate to any General
Partner the authority from time to time to execute documents or
otherwise exercise the authority of the Managing Partner, but such
authority shall not include the authority to increase the capital or
change the business policies of the Partnership unless such authority is
expressly and specifically granted in writing to such General Partner.

          F.   Whenever authority is herein conferred upon the
Managing Partner or the General Partners, any person, other than a
General Partner, dealing with the Partnership may rely conclusively upon
the authority and signature of the Managing Partner or any one other
General Partner to exercise such authority without determining that such
Managing Partner or such General Partner is acting with the approval of
the other General Partners.  In addition, third parties dealing with the
Partnership may rely upon the certification of the Managing Partner or
any other General Partner as to the continued existence of the
Partnership, the identity of its current Partners and the authority of
any Partner to execute any document.

          4.2  Restrictions on Authority of the Managing Partner and
               ------------------------------------------------------
Executive Committee.
-------------------


                              13
<PAGE>
<PAGE>


          In the event that a meeting of General Partners is called by
the General Partners in accordance with Section 5.1 hereof to vote upon
the removal of the Managing Partner or an Executive Committee member,
neither the Managing Partner nor the Executive Committee shall from the
time of notice of such meeting until after adjournment thereof:
(i) change the General Partner Percentage of any General Partner or
(ii) admit or dismiss any General Partner as a Partner.

          4.3  Removal or Dismissal of Certain Partners.
               ----------------------------------------

          The Managing Partner may be removed from such office and any
General Partner may be dismissed as a General Partner (in accordance
with Section 6.2 hereof) by a vote of General Partners holding a
majority of the General Partner Percentages in the Partnership.

          4.4  Executive Committee.
               -------------------

          A.   An Executive Committee is hereby created consisting of
the Managing Partner and five (5) to nine (9) additional General
Partners, the number thereof to be determined from time to time by the
Managing Partner.  There shall be maintained in the office of the
General Counsel of the Partnership a list, certified by the Managing
Partner as being true and correct, of the General Partners, who in
addition to the Managing Partner, constitute the current Executive
Committee of the Partnership.  Among the purposes of the Executive
Committee is to provide counsel and advice to the Managing Partner in
discharging his functions.

          B.   Each member of the Executive Committee shall have one
vote.

          C.   Upon the majority vote of the Executive Committee, the
Executive Committee may override any determination made by the Managing
Partner as to (i) the General Partner's Adjusted Capital Contribution
(and the related General Partner Percentage) that each General Partner
(including the Managing Partner) shall be entitled to maintain, (ii) the
admission of a new General Partner and (iii) the dismissal of a General
Partner.

          D.   Upon the majority vote of the Executive Committee, the
Managing Partner may be removed from his office as the Managing Partner.

          E.   At any time during which there is no Managing Partner
the Executive Committee shall succeed to all of the powers and duties of
the Managing Partner.

          F.   Upon the majority vote of the Executive Committee, a
new Managing Partner shall be elected whenever the office of the
Managing Partner is vacant.  Such vote shall be taken within two (2)
weeks after such office becomes vacant.


                              14
<PAGE>
<PAGE>

          G.   The Managing Partner shall have the right to appoint
and dismiss any member of the Executive Committee; provided however that
the Managing Partner shall not have the right to dismiss any member of
the Executive Committee or increase or decrease the number of General
Partners on the Executive Committee from the time Notice is given of a
meeting of the Executive Committee until the adjournment thereof if the
purpose of such meeting is to vote upon one or more of the matters set
forth in Sections 4.4C or 4.4D hereof.

          H.   By a vote of the General Partners holding a majority
of the General Partner Percentages in the Partnership, the General
Partners may remove any Executive Committee member from his position as
an Executive Committee member and elect in his place a new Executive
Committee member.

          I.   If the General Partners remove any Executive Committee
member from his position as an Executive Committee member, the Managing
Partner may not appoint such removed Executive Committee member to the
Executive Committee for a period of six (6) months thereafter. Any
Executive Committee member elected to the Executive Committee by a vote
of the General Partners may not be dismissed as an Executive Committee
member by the Managing Partner.

          J.   A meeting of the Executive Committee shall be held
(i) at any time on call of the Managing Partner after one (1) day's
Notice has been delivered to the Executive Committee members or (ii) on
at least ten (10) day's Notice in advance to the Executive Committee
members, jointly signed by any two (2) Executive Committee members,
specifying the date, place, hour and purpose of the meeting.

          4.5  Guaranteed Draw; Time and Effort; Independent
               ----------------------------------------------
Activities.
----------

          A.   Each General Partner shall receive a guaranteed draw
for his services as determined by the Managing Partner in his sole
discretion.  Such guaranteed draw shall be treated by the Partnership as
a guaranteed payment.  Such guaranteed draw shall be reduced by any net
commissions earned by any such General Partner (and paid to such General
Partner by EDJ) who is principally engaged in the sale of securities to
the public.  If any such General Partner who is principally engaged in
the sale of securities to the public at EDJ incurs any reasonable
expenses through usual and ordinary means of generating the sales upon
which such General Partner is entitled to receive commissions from EDJ,
then such General Partner must personally and individually pay, without
reimbursement from the Partnership or from EDJ, such expense but such
General Partner shall be entitled to deduct such expenses on his
personal income tax return, all as permitted by the Internal Revenue
Code.

          B.   Each General Partner shall devote his entire time,
energy, skill and ability to the duties of operating the Partnership and
the entities it owns.  General Partners shall not engage in outside
business activities without the prior written consent of the Managing
Partner.  Each General Partner agrees not to use the name or property of
the Partnership or any entity it owns for his own private business, nor
for any purpose whatsoever except those that may be incidental to the


                              15
<PAGE>
<PAGE>
conduct and management of the Partnership, nor shall any General Partner
use the name of the Partnership or any entity it owns for the use or
accommodation of any other person.  No General Partner shall incur any
obligation in the name of the Partnership or transfer Partnership
property except in connection with Partnership business.

          C.   Each General Partner agrees that he will not, without
the written consent of the Managing Partner (i) become a guarantor or
surety for any person, firm or corporation; (ii) in the name of the
Partnership or any entity it owns or in his own name buy or sell stocks,
securities or commodities on margin, either for the account of the
Partnership or for his own account; or (iii) pledge or hypothecate any
of the property of the Partnership or any entity it owns for any purpose
whatsoever.

          D.   Each General Partner shall submit, upon request by the
Managing Partner, a copy of any of his current personal income tax
returns (for any time period during which such Partner was a Partner of
the Partnership) for inspection by independent accountants selected by
the Managing Partner.  In addition, each General Partner agrees, if
requested by the Managing Partner, to have such General Partner's income
tax returns prepared by an entity (which could be the Partnership itself
or independent accountants) selected by such General Partner and
acceptable to the Managing Partner.

          E.   Each Partner is expected, and it is regarded as such
Partner's duty, to supplement expenses reimbursable to such Partner by
the Partnership by additional expenditures of such Partner's personal
funds in the furtherance of the Partnership's business which
expenditures such Partner shall be entitled to deduct on his personal
income tax return, all as permitted by the Internal Revenue Code.  In
this connection, as deemed appropriate under the circumstances, such
additional expenditures have included in the past and shall include in
the future, but shall not be limited to (a) subscribing to professional
and business journals, (b) maintaining active memberships in
professional associations, other associations, luncheon clubs and other
clubs where the Partner will have an opportunity to further the
development of, and to maintain the Partnership's relationship with, its
customers, (c) providing space, facilities and telephone equipment in
the Partner's home in order that the Partner may work on the
Partnership's business while at home, (d) purchasing necessary supplies,
books, furniture, computers, fax machines, car telephones and other
items, (e) providing for transportation to customers' offices, (f)
entertaining customers and prospective customers and (g) continuing the
Partner's business-related education, including attendance at seminars
and obtaining advanced educational degrees.

          F.   In the event any Partner becomes a party in any
lawsuit, arbitration or other similar proceeding, such Partner agrees to
notify promptly the Managing Partner of such event.


                              16
<PAGE>
<PAGE>

          4.6  Duties and Obligations of the Managing Partner.
               ----------------------------------------------

          A.   The Managing Partner shall prepare (or cause to be
prepared) and file such amendments to this Agreement or any certificate
of limited partnership or any certificate of limited liability
partnership as are required by law or as he deems necessary to cause
this Agreement or any certificate of limited partnership or any
certificate of limited liability partnership to reflect accurately the
agreement of the Partners, the identity of the Limiteds or the General
Partners and the amounts of their respective Capital Contributions.

          B.   The Managing Partner shall prepare (or cause to be
prepared) and file such tax returns and other documents, as are required
by law or as he deems necessary, for the operation of the Partnership.
In addition, in his discretion, the Managing Partner may prepare (or
cause to be prepared) and file composite tax returns in various states
for all electing non-resident partners (otherwise not required to file a
state income tax return in such state) of those states and cause to be
paid out of their draw accounts (or any other of their funds being held
by the Partnership) the amount of tax attributable to each such non-
resident partner and/or to withhold from distributions of profits, if
necessary, all such tax amounts for current and former partners of the
Partnership and if reimbursement for such taxes to the Partnership is
needed from a former Partner, then each Partner hereby agrees that he
will if he is then a former Partner reimburse the Partnership for such
tax expense and/or if the Partnership currently then holds any funds
belonging to such former Partner, then such tax expense may be offset
against such funds being held by the Partnership.

          4.7  Liability for Acts and Omissions; Indemnification.
               -------------------------------------------------

          Neither the Managing Partner nor any General Partner shall
be liable, responsible or accountable in damages or otherwise to any of
the Partners for, and the Partnership shall indemnify and save harmless
the Managing Partner and any General Partner from any loss or damage
incurred by reason of, any act or omission performed or omitted by him
in good faith on behalf of the Partnership and in a manner reasonably
believed by him to be within the scope of the authority granted to him
by this Agreement and in the best interests of the Partnership, provided
that the Managing Partner or the General Partner shall not have been
guilty of gross negligence or gross misconduct with respect to such acts
or omissions and, further, provided that the satisfaction of any
indemnification and any saving harmless shall be paid out of and limited
to Partnership assets and no Partner shall have any personal liability
on account thereof.

          4.8  Dealing with an Affiliate.
               -------------------------

          The Managing Partner may for, in the name of and on behalf
of, the Partnership enter into such agreements, contracts or the like
with any Affiliate of any General Partner or with any General Partner,
in an independent capacity, as distinguished from his capacity (if any)
as a Partner, to undertake and carry out the business of the Partnership
as if such Affiliate or General


                              17
<PAGE>
<PAGE>
Partner were an independent contractor; and the Managing Partner may
obligate the Partnership to pay reasonable compensation for and on
account of any such services.

          4.9  General Partners' Responsibility.
               --------------------------------

          Each General Partner shall be responsible and accountable to
the Partnership's customers and clients for the rendering of such
General Partner's services.  No other General Partner, regardless of
title or position with the Partnership shall (a) be responsible, liable
or accountable to the Partnership's customers and clients for any other
Partner's rendering of services to the Partnership's customers or
clients or (b) have the right or obligation of direct supervision and
control (except as otherwise mandated by the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder and
comparable state securities laws) of another Partner while such other
Partner is rendering services on behalf of the Partnership.

          4.10 Responsibilities of Partnership Leaders.
               ---------------------------------------

          The Partnership's officers and committees, including, but
not limited to, the Managing Partner, any member of the Executive
Committee (or any other member of any other committee of the
Partnership), any chairperson, any departmental manager, and any other
departmental or Partnership leader (regardless of title), and the
Executive Committee (taken as a whole), shall not have, solely by reason
of being such an officer or committee or acting (or omitting to act) in
such capacity, (a) any responsibility, liability or accountability for
any Partner's rendering of services to the Partnership's customers and
clients or (b) the right or obligation of direct supervision and control
of a Partner while such Partner is rendering services on behalf of the
Partnership.


                            ARTICLE FIVE
                 MEETINGS AND VOTING OF PARTNERS
                 -------------------------------

          5.1  Meetings of General Partners; Voting at Such
               ---------------------------------------------
Meetings.
--------

          A.   A meeting of General Partners shall be held (i) on the
call of the Managing Partner after five (5) days Notice thereof has been
delivered to the General Partners, or (ii) on at least 10 days Notice in
advance to the General Partners, jointly signed by any five (5) General
Partners, specifying the date, place, hour and purposes of the meeting.

          B.   Except as otherwise expressly provided, at any meeting
of the General Partners, each General Partner shall have voting power
equal to his General Partner Percentage at the time of the meeting.  A
quorum for any purpose at any meeting of the General Partners shall
exist if General Partners then holding more than 50% of the voting power
of all General Partners are present or voting by proxy.  Any General
Partner may vote on any matter if not present in person, by general or
specific written proxy given to another General Partner.  No proxy shall
be valid after two (2) months from the date of its execution.  General
Partners may participate in any meeting by


                              18
<PAGE>
<PAGE>
means of conference telephone or similar communications equipment
whereby all persons participating in such meeting can hear each other.
Participation in a meeting in this manner shall constitute presence in
person at the meeting.

          C.   Unless otherwise permitted by the Managing Partner,
the only matters to be voted upon by the General Partners at any meeting
of the General Partners shall be those matters set forth in Sections 4.3
and 4.4 hereof.

          5.2  Percentage of Voting Power for Partnership
               -------------------------------------------
Decisions.
---------

          A.   Except as otherwise specifically provided in this
Agreement, the affirmative vote of more than 50% of the voting power of
all General Partners shall determine all issues at any meeting of the
General Partners.

          B.   Any percentage of voting power of the General Partners
required by this Agreement shall relate to the percentage of the total
voting power of all General Partners entitled to vote on the issue and
not to a percentage of the voting power of the General Partners present
at a meeting.

          5.3  Robert's Rules to Govern.
               ------------------------

          Except as otherwise specifically provided in this Agreement,
all matters of parliamentary procedure at meetings of the General
Partners shall be governed by Robert's Rule of order Revised. The
Managing Partner may appoint a parliamentarian.

          5.4  Consent of General Partners in Lieu of a Meeting.
               ------------------------------------------------

          A.   Notwithstanding anything to the contrary contained in
this Agreement, any action required or permitted by this Agreement to be
taken at any meeting of the General Partners may be taken without a
meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by Partners
having not less than the minimum voting power that would be necessary to
authorize or take such action at a meeting of the Partners.

          B.   Prompt Notice of the taking of any action pursuant to
this Section 5.4 by less than unanimous written consent of the General
Partners shall be given to those General Partners who have not consented
in writing.


                              19
<PAGE>
<PAGE>

                            ARTICLE SIX
    EVENT OF WITHDRAWAL OF A PARTNER AND CONVERSION OF CLASS II
    -----------------------------------------------------------
         SUBORDINATED LIMITED PARTNER CAPITAL TO CLASS I
         -----------------------------------------------
               SUBORDINATED LIMITED PARTNER CAPITAL
               ------------------------------------

          6.1  Voluntary Event of Withdrawal.
               -----------------------------

          A.   Any General Partner shall have the right to retire or
voluntarily withdraw from the Partnership upon 30 days prior written
notice to the Managing Partner.  In the event that there is only one
General Partner, he shall give notice to the Limiteds of his intent
to withdraw from the Partnership at least 30 days prior to the date
of withdrawal.

          B.   Any Limited shall have the right to retire or
voluntarily withdraw from the Partnership effective immediately upon
written notice to the Managing Partner (a "Limited Partner Voluntary
Withdrawal Notice").

          6.2  Withdrawal Upon Request.
               -----------------------

          The Managing Partner or any number of General Partners
holding in the aggregate a majority of the General Partner Percentages,
may request in writing that any Partner withdraw from the Partnership (a
"Mandatory Withdrawal Notice"), and each Partner agrees that he will so
withdraw within 30 days of the receipt of such request.

          6.3  Return of Capital and Purchase of Interest.
               ------------------------------------------

          A.   In the event of any withdrawal by a General Partner
from the Partnership pursuant to Section 6.1 or 6.2 hereof or in the
event a General Partner wishes to withdraw some of his Capital
Contribution as a General Partner, the Managing Partner may designate
all or some of the remaining General Partners, to purchase the General
Partner Interest (including Frozen Appreciation Amount) of the
withdrawing General Partner, subject to the approval of the Managing
Partner.  Such purchases shall be consummated (retroactively as of the
actual date of his withdrawal) within 60 days after the actual date of
such withdrawal.  The price (the "Price") of the General Partner
Interest of the withdrawing General Partner shall be the value (as shown
on the books of the Partnership) of his Frozen Appreciation Amount plus
the value of such General Partner's Adjusted Capital Contribution,
calculated as of the previous Valuation Date if such withdrawal takes
place on or prior to the 15th day of a month or calculated as of the
next Valuation Date if such withdrawal takes place on or after the 16th
day of a month. Goodwill, if any, and the Partnership name shall not be
deemed assets or as having any property value in making the foregoing
calculation.

          B.   Unless otherwise determined by the Managing Partner,
the Price to be received by the withdrawing General Partner shall be
delivered by the withdrawing General Partner to


                              20
<PAGE>
<PAGE>
the Partnership and shall (retroactively as of the actual date of his
withdrawal) be the Capital Contribution of such former General Partner
as that of a Class II Subordinated Limited Partner and such General
Partner shall thereupon become or continue to remain a Class II
Subordinated Limited Partner as to such Capital Contribution.

          C.   Unless otherwise determined by the Managing Partner,
any General Partner Interest (including Frozen Appreciation Amount) not
purchased by the remaining General Partners within such 60 day period
shall be converted (retroactively as of the actual date of his
withdrawal) so as to become the Capital Contribution of such former
General Partner as that of a Class II Subordinated Limited Partner and
such General Partner shall thereupon become or continue to remain a
Class II Subordinated Limited Partner as to such Capital Contribution.

          D.   A withdrawing General Partner shall have no right to
become a Limited or to require the conversion of his General Partner
Interest (or Price, if applicable) to the Capital Contribution of a
Class II Subordinated Limited Partner.  The Managing Partner may
determine to have the Partnership redeem such General Partner's
Interest.  In addition the Managing Partner has the right to cause the
Partnership to redeem the Capital Contribution of a Class II
Subordinated Limited Partner at any time.

          E.   Upon the withdrawal of a General Partner, the General
Partner Percentages of the remaining General Partners shall be
recalculated (as of the actual date of withdrawal) on the same relative
basis so as to aggregate 100% (and the related General Partner Adjusted
Capital Contributions shall also be appropriately adjusted).

          F.   In addition, any withdrawing General Partner shall
receive (within 75 days after the actual date of his withdrawal) his pro
rata share of any cash distributions to which he is entitled as set
forth in Section 8.1 hereof, calculated as of the previous Valuation
Date if such withdrawal takes place on or prior to the 15th day of a
month or calculated as of the next Valuation Date if such withdrawal
takes place on or after the 16th day of a month.

          G.   In the event a Class II Subordinated Limited Partner
desires to withdraw all or any part of such Class II Subordinated
Limited Partner's Capital Contribution, then such Class II Subordinated
Limited Partner shall give written notice ("Withdrawal Notice") to the
Managing Partner of the amount of Capital Contribution that such
Class II Subordinated Limited Partner wishes to withdraw from the
Partnership (the "Requested Withdrawal Amount").  The Requested
Withdrawal Amount shall be paid (subject to the provisions of Section
6.7 hereof) to such Class II Subordinated Limited Partner in four (4)
equal installments with the first installment being paid on the last
business day of the month following the month in which the Managing
Partner receives the Withdrawal Notice, with the balance of the
Requested Withdrawal Amount being paid in three (3) equal installments
on the 12th, 24th and 36th month anniversary of the first installment
payment.  Until the Requested Withdrawal Amount has been fully paid to
such Class II Subordinated Limited Partner the unreturned portion
thereof shall continue for all purposes to be subject to all provisions
of this Agreement including, without limitation, Article Eight and
Section 6.7.  The Managing Partner,


                              21
<PAGE>
<PAGE>
in his sole discretion, may cause the Partnership to accelerate the
return of the Requested Withdrawal Amount with respect to the entire
Requested Withdrawal Amount or accelerate the payment of any or all
installments thereof with respect to any Class II Subordinated Limited
Partner.

          H.   In the event of any withdrawal by a Limited Partner
from the Partnership, pursuant to Sections 6.1 or 6.2 hereof, the
Limited Partner's Capital Contribution (subject to the provisions of
Section 6.7 hereof) shall be paid in three (3) equal installments with
the first installment being paid on the last business day of the month
following the month in which (a) the Managing Partner receives the
Limited Partner Voluntary Withdrawal Notice, or (b) the Limited Partner
receives a Mandatory Withdrawal Notice, with the balance of the Capital
Contribution being paid in two equal installments on the 1st and 2nd
anniversary of the first installment payment.  In addition, such Limited
Partner shall receive (within 75 days after the actual date of his
withdrawal) his pro rata share of any cash distributions to which he was
entitled as set forth in Section 8.1 hereof, calculated as of the
previous Valuation Date if such withdrawal takes place on or prior to
the 15th day of a month or calculated as of the next Valuation Date if
such withdrawal takes place on or after the 16th day of a month. Until a
Limited Partner's Capital Contribution is fully returned to him, the
unreturned portion thereof shall continue for all purposes to be subject
to all provisions of this Agreement, including without limitation,
Article Eight and Section 6.7 and such Limited Partner shall continue to
receive all sums due him pursuant to Section 3.3B hereof.  The Managing
Partner, in his sole discretion, may cause the Partnership to accelerate
the return of a Limited Partner's Capital Contribution or accelerate the
payment of any or all installments thereof.

          6.4  Death of a Limited.
               ------------------

          In the event of the death of any Limited, the Capital
Contribution of such deceased Limited shall be returned (subject to the
provisions of Section 6.7 hereof) to his estate within six (6) months
after the actual date of death of the Limited.  The provisions of
Section 6.3G shall not be applicable to the Capital Contribution of a
deceased Class II Subordinated Limited Partner or to the Capital
Contribution of a deceased Class I Subordinated Limited Partner and
Section 6.3H shall not be applicable to the Capital Contribution of a
deceased Limited Partner.  In addition such Limited's estate shall
receive (within 75 days after the actual date of death of the Limited)
the Limited's pro rata share of any cash distributions to which such
deceased Limited was entitled as set forth in Section 8.1 hereof,
calculated as of the previous Valuation Date if such withdrawal takes
place on or prior to the 15th day of a month or calculated as of the
next Valuation Date if such withdrawal takes place on or after the 16th
day of a month.  Until a deceased Limited's Capital Contribution is
returned to his estate, his estate shall continue to receive all sums
which would have been due to such Limited pursuant to Section 3.3B
hereof.  As stated herein, all such payments shall be made to the estate
of the deceased Limited unless the Partnership has received evidence,
satisfactory to the Partnership, in its sole discretion, that such
payments should be made to some other entity or person.


                              22
<PAGE>
<PAGE>

          6.5  Death or Disability of a General Partner.
               ----------------------------------------

          A.   In the event of the death of a General Partner, the
interest of the deceased General Partner in the Partnership shall
terminate as of such date.  The Managing Partner may designate all or
some of the remaining General Partners to purchase the General Partner
Interest (including Frozen Appreciation Amount) of the deceased General
Partner, subject to the approval of the Managing Partner.  Such
purchases shall be consummated within 60 days after the date of death of
such General Partner.  The price of the General Partner Interest of the
deceased General Partner shall be the value (as shown on the books of
the Partnership) of his Frozen Appreciation Amount plus the value of
such General Partner's Adjusted Capital Contribution, calculated as of
the previous Valuation Date if such death took place on or prior to the
15th day of a month or calculated as of the next Valuation Date if such
death took place on or after the 16th day of a month.  Goodwill, if any,
and the Partnership name shall not be deemed assets or as having any
property value in making the foregoing calculation.  In addition, the
deceased General Partner shall receive (within 75 days after the date of
his death) his pro rata share of any cash distributions to which he is
entitled as set forth in Section 8.1 hereof, calculated as of the
previous Valuation Date if such death took place on or prior to the 15th
day of a month or calculated as of the next Valuation Date if such death
took place on or after the 16th day of a month.  Any General Partner
Interest (including Frozen Appreciation Amount) not purchased by the
remaining General Partners within such 60 day period shall be converted
(as of the date of his death) to the Capital Contribution of a Class II
Subordinated Limited Partner and shall be redeemed (subject to the
provisions of Section 6.7 hereof) by the Partnership within six (6)
months thereafter, the specific date to be determined by the Managing
Partner.  The provisions of Section 6.3G shall not be applicable to the
Capital Contribution of such deceased Class II Subordinated Limited
Partner.  Upon the conversion of a General Partner's Interest to that of
a Class II Subordinated Limited Partner, the General Partner Percentages
of the remaining General Partners shall be recalculated (as of the
actual date of withdrawal) on the same relative basis so as to aggregate
100% (and the related General Partner Adjusted Capital Contributions
shall also be adjusted).  All payments made pursuant to this Section
6.5A shall be made to the estate of the deceased General Partner, unless
the Partnership has received evidence, satisfactory to the  Partnership,
in its sole discretion, that such payments should be made to some other
entity or person.

          B.   In the event of full or partial disability (as
determined in the absolute discretion of the Managing Partner) of a
General Partner under age 65 due to illness, accident, or injury, such
General Partner shall be entitled to receive his normal share of
Partnership Net Income notwithstanding his inability to perform his
normal work functions, for a period of up to six (6) full months
following the date he suffered the disability.  If the disability
continues for a period greater than six (6) months but less than one (1)
year, then during such period of time the disabled General Partner shall
be entitled to receive one-half (1/2) of his normal share of Partnership
Net Income.  If the disability continues for a period greater than one
(1) year in length, then the disabled General Partner must terminate his
status as a General Partner, unless otherwise directed by the Managing
Partner.  In event of termination, the General Partner Interest
(including his Frozen Appreciation Amount) of the disabled General
Partner shall be treated in the same manner as that


                              23
<PAGE>
<PAGE>
of a deceased General Partner pursuant to Section 6.5A hereof, provided
that all such payments required by this Section 6.5B shall be made to
the disabled General Partner.

          6.6  General Partner Interest - 56th Birthday.
               ----------------------------------------

          A General Partner shall not acquire any additional General
Partner Interest after he reaches his 56th birthday.  His General
Partner Interest (including his Frozen Appreciation Amount) as it exists
on his 56th birthday is his "Retiring Interest."  On the first business
day of the calendar year following the year in which a General Partner's
56th birthday falls and on the first business day of each subsequent
calendar year, the General Partner shall sell 1/10th of this Retiring
Interest to all or some of the other General Partners, as designated by
the Managing Partner, who have not attained 56 years of age and who are
willing to purchase such additional interest.  The sale price of the
Retiring Interest shall be determined in the same manner as set forth in
Section 6.5A hereof, with the Valuation Date being the first business
day of the appropriate calendar year.  Upon payment of the sales price
to the selling General Partner by the purchasing General Partner, the
books of the Partnership shall be adjusted as of the effective date of
sale to show the appropriate reductions and increases in the General
Partner Adjusted Capital Contributions (and related General Partner
Percentages) of the selling and purchasing General Partners.  A General
Partner can request that such purchased portion be converted
(retroactively as of the first calendar day of the appropriate year) so
as to become the Capital Contribution of a Class II Subordinated Limited
Partner and if such request is approved by the Managing Partner, then
such portion of the retiring interest be so converted.  If any portion
of a Retiring Interest is not purchased by the other General Partners,
then such General Partner can request that such unpurchased portion be
converted (retroactively as the first calendar day of the appropriate
year) so as to become the Capital Contribution of a Class II
Subordinated Limited Partner and if such request is approved by the
Managing Partner, then such portion of the Retiring Interest shall be so
converted, otherwise such portion of the Retiring Interest shall be
redeemed by the Partnership, subject to Section 6.7 hereof.
Notwithstanding any other provisions of this Section to the contrary,
the Managing Partner may exempt any General Partner from the application
of this Section or modify the terms of the sale of any Retiring Interest
as he deems advisable.

          6.7  Restriction on Capital Contribution Return.
               ------------------------------------------

          It is understood and agreed that the Capital Contributions
of the Partners to the Partnership will be used, in part, by the
Partnership as part of the Partnership's capital contribution to EDJ, a
brokerage firm (which is regulated by the Securities and Exchange
Commission and the New York Stock Exchange and other regulatory
agencies), and that in order for the Partnership to return to any
Partner his Capital Contribution (or any part thereof), the Partnership
will have to obtain such funds from EDJ.  Therefore, notwithstanding any
other provision contained in this Agreement to the contrary, without the
written consent of the Managing Partner, no Partner shall have returned
to him (under any provision of this Agreement) his Capital Contribution
or his General Partner's Adjusted Capital Contribution, if after giving
effect thereto, the Partnership or any Affiliate thereof (including, but
not limited to, EDJ) would, if such payment had been made directly by
EDJ,


                              24
<PAGE>
<PAGE>
be in violation of (i) any rule of the New York Stock Exchange Inc.,
(ii) any rule issued under the Securities Exchange Act of 1934, any
agreement (cash subordination or otherwise) which has been entered into
by the Partnership or any Affiliate thereof (including, but not limited
to, EDJ) or (iii) any other law, rule or regulation to which the
Partnership or any Affiliate thereof (including, but not limited to,
EDJ) is subject.  In the event there is returned to any Partner all or
any portion of his Capital Contribution or his General Partner's
Adjusted Capital Contribution and because of such return the Partnership
or any Affiliate thereof (including, but not limited to, EDJ) violated
any of the aforementioned rules, agreements or regulations, then such
Partner hereby irrevocably agrees (whether or not such Partner had any
knowledge or notice of such facts at the time of such return) to repay
to the Partnership, its successors or assigns, the sum so returned to
such Partner to be held by the Partnership pursuant to the provisions
hereof as if such return had never been made; provided, however, that
any suit for the recovery of any such return must be commenced within
two years of the date of such return.

          6.8  Liability of a Withdrawn General Partner.
               ----------------------------------------

          If on the Event of Withdrawal of a General Partner the
business of the Partnership shall continue, the General Partner who
shall have withdrawn shall be and remain liable for all obligations and
liabilities incurred by him as General Partner prior to such Event of
Withdrawal, but he shall be free of any obligation or liability incurred
on account of the activities of the Partnership from and after the time
of such Event of Withdrawal.

          6.9  Effect of Event of Withdrawal.
               -----------------------------

          Upon the withdrawal (by reason of death or otherwise) of a
Partner the Partnership shall not dissolve and the business of the
Partnership shall be continued by the remaining General Partners.

          6.10 Conversion from Class II to Class I Subordinated
               -------------------------------------------------
Limited Partner.
---------------

          A.   In the event a Class II Subordinated Limited Partner
has exercised his right pursuant to Section 6.3G, then such Class II
Subordinated Limited Partner may request, in writing to the Managing
Partner (subject to the other provisions of this Section 6.10), that his
Requested Withdrawal Amount be converted to the Capital Contribution of
Class I Subordinated Limited Partner and thereafter such Class II
Subordinated Limited Partner shall, with respect to such converted
amount, be a Class I Subordinated Limited Partner.

          B.   No such conversion shall be permitted unless the
Partnership has had Net Income for each of the three (3) proceeding
calendar months (for which the Partnership has prepared financial
statements) prior to such written request.  If a conversion is requested
but is not permitted due to the preceding sentence, then such request
will be honored (unless withdrawn) as soon as the conditions set forth
in the preceding sentence are met by the Partnership.


                              25
<PAGE>
<PAGE>

          C.   The Requested Withdraw Amount of a Class I
Subordinated Limited shall be paid to such Class I Subordinated Limited
Partner in accordance with the time-table, procedures and restrictions
set forth in Section 6.3G which applied to such Requested Withdrawal
Amount prior to the conversion referred to in this Section 6.10A.

          D.   On and after the date of conversion of the Requested
Withdrawal Amount to the Capital Contribution of a Class I Subordinated
Limited Partner, such Requested Withdrawal Amount shall receive Net
Income from the Partnership in accordance with Section 8.1A(ii) hereof.

          E.   A Class I Subordinated Limited Partner shall have no
right to request the reconversion of his Class I Capital Contribution to
the Capital Contribution of a Class II Subordinated Partner.


                               ARTICLE SEVEN
                   TRANSFERABILITY OF PARTNER INTERESTS
                   ------------------------------------

          7.1  Restrictions on Transfer.
               ------------------------

          A.   Each Partner agrees that he will not sell, pledge,
exchange, transfer or assign his interest in the Partnership to any
Person without the express written consent of the Managing Partner.

          B.   Each Partner agrees that he will not sell or exchange
any of his interest in the Partnership if the interest sought to be sold
or exchanged, when added to the total of all other Partner interests
sold or exchanged within the period of 12 consecutive months prior
thereto, would, in the opinion of counsel for the Partnership, result in
the Partnership being considered to have been terminated within the
meaning of Section 708 of the Internal Revenue Code (or any successor
statute).

          C.   Each Limited agrees that he will not sell, exchange,
transfer or assign any of his interest in the Partnership unless, if
required by the Partnership, the Partnership has received an opinion of
counsel, satisfactory to the Partnership, that such transfer or
assignment may be effected without registration of the Limited's
interest under the Securities Act of 1933 or under any applicable state
securities law.

          D.   Except as otherwise expressly provided in this
Agreement, the death or withdrawal of a Partner shall terminate (as of
such date) all his interest in the Partnership and neither the estate of
a deceased Partner nor any other third party shall become or have any
rights as a Partner.


                              26
<PAGE>
<PAGE>

          E.   Any sale, exchange, assignment or other transfer in
contravention of any of the provisions of this Section 7.1 shall be void
and ineffectual and shall not bind or be recognized by the Partnership.

          7.2  Substituted Limited Partners.
               ----------------------------

          No Limited shall have a power to grant the right to become a
substituted Limited to an assignee of any part of such Limited's
Partnership Interest.


                           ARTICLE EIGHT
    DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL PARTNERS
    ------------------------------------------------------------

          8.1  Distribution of Net Income.
               --------------------------

          A.   All Net Income, if any, of the Partnership for each
calendar year shall be distributed in the following order of priority:

          (i)   Each Limited Partner shall be paid at least annually
     (with respect to such Limited Partner's Capital Contribution),
     from time to time, a total amount of cash equal to the product of
     Net Income times a percentage, calculated annually, which shall
     equal the product of the following three factors:  (a) one-fourth
     of one percent (.0025) multiplied by (b) the quotient of
     $1,900,000 divided by the sum of the General Partners' Adjusted
     Capital Contributions multiplied by (c) the quotient of the total
     Capital Contribution of the respective Limited Partner divided by
     $25,000.  This calculation of percentage of participation shall be
     made at the end of each calendar year and used in distributing Net
     Income earned during the following year.  Notwithstanding the
     foregoing, for the year 1987 each Limited Partner shall be paid
     (with respect to such Limited Partner's Capital Contribution) a
     total amount of cash equal to the product of Net Income times a
     percentage which shall equal the product of the following three
     factors:  (a) one-fourth of one percent (.0025) multiplied by (b)
     the quotient of $1,900,000 divided by $24,251,182 multiplied by
     (c) the quotient of the total Capital Contribution of the
     respective Limited Partner divided by $25,000.

          (ii)  Each Class I Subordinated Limited Partner shall be
     paid within 30 days after the end of each calendar quarter (on a
     non-cumulative basis) an amount of cash equal to 25% of the
     product of (a) the one year Constant Maturity Treasury Rate as
     currently disclosed in the Federal Reserve Statistical Released
     H.15 (the "Treasury Rate") plus 150 basis points times (b) the
     current Capital Contribution of the Class I Subordinated Limited
     Partner.  The applicable Treasury Bill Rate shall be the Treasury
     Bill Rate as stated for the week ended just prior to or on the
     last business day of the preceding calendar year; provided however
     that no such payment shall be made to any Class I Subordinated
     Limited Partner if for the prior calendar quarter the Partnership
     did not have Net Income sufficient to pay the full amount due all
     Class I Subordinated Limited Partners pursuant to this


                              27
<PAGE>
<PAGE>
     Section 8.1A(ii).  If any payment is not made, as herein above
     provided, the Partnership shall never be required to make such
     missed payment in the future.  No payment made pursuant to this
     Section 8.1A(ii) shall be considered a guaranteed payment.

          (iii) Each Class II Subordinated Limited Partner shall be
     paid, from time to time, a total amount of cash in each year equal
     to the product of (a) the then remaining Net Income times (b) a
     percentage derived by the following formula:  (x) 50% of the
     Capital Contribution of the Class II Subordinated Limited Partner
     (excluding any undistributed Net Income allocated to the Class II
     Subordinated Limited Partner) divided by (y) the sum of (aa) 50%
     of the Capital Contributions of all the Class II Subordinated
     Limited Partners plus (bb) the Adjusted Capital Contributions of
     the General Partners (less any Net Income allocated to the General
     Partners which is not scheduled to be retained by the
     Partnership).  In the event the Capital Contribution of a Class II
     Subordinated Limited Partner has been reduced by the operation of
     Section 8.1B hereof (the "Reduced Amount"), then each Class II
     Subordinated Limited Partner shall have right to make additional
     cash Capital  Contributions to the Partnership from any cash to be
     distributed to such Class II Subordinated Limited Partner pursuant
     to this Section 8.1A(ii) up to the Reduced Amount.

          (iv)  There shall be set apart up to 8% of the remaining Net
     Income. Of such 8%, if any is set apart, there shall be
     distributed 62.5% thereof among the General Partners on the basis
     of individual merit as determined by the Managing Partner.  Of
     such 8%, if any is set apart, there shall be distributed 37.5%
     thereof among the General Partners on the basis of individual need
     as determined by the Managing Partner.

          (v)   It is intended that a sum equal to 30% of the
     remaining Net Income will be retained by the Partnership as
     capital and shall be credited to the Adjusted Capital
     Contributions of the General Partners in a proportion equal to
     their then respective General Partner Percentages.  Such amount
     shall not be withdrawn by the General Partners.  Notwithstanding
     the foregoing, the decision of whether to make this retention of
     capital in accordance with this Section or whether to vary the
     amount of capital to be retained in any given year, is vested in
     the Managing Partner, and it is agreed that his decision in this
     matter shall be final.

          (vi)  The balance of the Net Income remaining, if any, shall
     be distributed among the General Partners in proportions to their
     General Partner Percentages.

          B.   In any year in which there is a Net Loss and the
Partnership is not dissolved and liquidated in accordance with Section
8.2 hereof, such Net Loss, on the books of the Partnership, shall be
borne by the Class II Subordinated Limited Partners to the extent as set
forth in the formula described in Section 8.1A(iii) hereof and the
balance shall be borne by the General Partners in proportion to their
respective General Partner Percentages.  Any such Net Losses borne by
the Class


                              28
<PAGE>
<PAGE>
II Subordinated Limited Partners shall only be applied against and
reduce their respective Capital Contributions.  The total amount of all
such Net Losses to be borne by the Class II Subordinated Limited
Partners may never exceed the total amount of the Capital Contributions
of the Class II Subordinated Limited Partners as shown on the books of
the Partnership.

          C.   Notwithstanding the foregoing, where losses are caused
by the willful neglect or default, the gross negligent conduct, or the
intentional negligent conduct of any Partner, those losses shall be
borne solely and made good by the Partner so causing the loss.  This
Section 8.1C is for the benefit of the Partners and no other person
shall have any rights hereunder.

          D.   Notwithstanding any other provision of this Agreement
to the contrary, the aggregate interest of the General Partners in each
material item of Partnership income, gain, loss, deduction, preference
or credit shall be equal to at least one percent (1%) of each such item
at all times during the existence of the Partnership.

          8.2  Distributions Upon Dissolution.
               ------------------------------

          A.   Upon the dissolution of the Partnership as a result of
the occurrence of any of the events set forth in Section 2.4 hereof, the
Managing Partner shall proceed to liquidate the Partnership, and the
proceeds of liquidation (the "Proceeds of Liquidation") shall be applied
and distributed in the following order of priority:

          (i)   To the payment of debts and liabilities of the
     Partnership, including the expenses of liquidation, but expressly
     excluding all Capital Contributions of all Partners (General
     Partners, Class I Subordinated Limited Partners, Class II
     Subordinated Limited Partners and Limited Partners), the return of
     all of such Capital Contributions are provided for below and all
     of which is equity capital of the Partnership.

          (ii)  To the payment of any accrued but unpaid amounts due
     under Section 8.1 hereof.

          (iii) To the repayment of the Capital Contributions of the
     Limited Partners.

          (iv)  To the repayment of the Capital Contributions of the
     Class I Subordinated Limited Partners

          (v)   To the repayment of the Capital Contributions of the
     Class II Subordinated Limited Partners.

          (vi)  To the repayment of the General Partners' Adjusted
     Capital Contributions.

          (vii) The balance of the Proceeds of Liquidation, if any,
     shall be distributed to the General Partners in proportion to
     their respective General Partner Percentages.


                              29
<PAGE>
<PAGE>

          B.   Notwithstanding the foregoing, in the event the
Managing Partner shall determine that an immediate sale of part or all
of the Partnership assets would cause undue loss to the Partners, the
Managing Partner, in order to avoid such loss, may, after having given
Notice to all the Limiteds, either defer liquidation of, and withhold
from distribution for a reasonable time, any assets of the Partnership
except those necessary to satisfy the Partnership debts and obligations,
or distribute the assets to the Partners in kind.

          C.   Net Income generated by transactions in connection
with the dissolution and liquidation of the Partnership shall be
distributed in accordance with Section 8.1A hereof.

          8.3  Distribution of Frozen Appreciation Amount.
               ------------------------------------------

          Notwithstanding the provisions of Section 8.1 or 8.2 hereof,
in the event any tract of Real Estate or any Exchange Seat or Edward D.
Jones & Co., L.P. or EDJ Leasing Co., L.P. is sold, then there shall be
distributed from the net  proceeds of such sale (prior to making any
distributions pursuant to the provisions of Section 8.1 or 8.2 hereof)
to each General Partner an amount equal to his Frozen Appreciation
Amount with respect to such tract of Real Estate or Exchange Seat.  The
balance of any proceeds resulting from any such sale shall then be
distributed in accordance with Sections 8.1 or 8.2 hereof or shall
otherwise be used or retained by the Partnership as provided herein.

          8.4  Sale of Assets to Third Party.
               -----------------------------

          A.   In the event the Partnership shall sell or otherwise
dispose of, at one time, all, or substantially all, of its assets (a
"Sale") to any one Person or to any one Person and its Affiliates and
the Partnership is thereafter liquidated within 180 days, then the
provisions of Section 8.3 and this Section 8.4 shall be applicable with
respect to the order of priority of distribution of the Proceeds of
Liquidation.

          B.   For the purposes of this Section 8.4 the term
"substantially all" shall be deemed to mean assets of the Partnership or
of any of its significant subsidiaries representing 80% or more of the
net book value of all of the Partnership's assets (or such significant
subsidiary's assets) determined as of the end of the most recently
completed fiscal year.

          C.   Prior to making any payments to the General Partners
pursuant to Section 8.2A(vii) hereof (but after making all other
payments required by Section 8.2A and all payments required by Section
8.3 hereof) the Partnership shall distribute:  (i) to the Limited
Partners a percentage of the Premium (as hereinafter defined) equal to
the same percentage of the Net Income of the Partnership which the
Limited Partners shall receive (pursuant to Section 8.1A hereof) from
the Partnership for the current fiscal year of the Partnership; and (ii)
to the Class II Subordinated Limited Partners an amount equal to the
product of the Premium (remaining after the payment required by Section
8.4C(i) hereof) times a fraction the numerator of which is the total
Capital Contributions of the Class II Subordinated Limited Partners (on
the date of the Sale) and the



                              30
<PAGE>
<PAGE>
denominator of which is (X) the total Capital Contributions of the Class
II Subordinated Limited Partners (on the date of the Sale) plus (Y) the
total of the Adjusted Capital Contributions of the General Partners (on
the date of the Sale).  No payments shall be made or are intended to be
made to Class I Subordinated Limited Partners pursuant to this Section
8.4C.

          D.   "Premium" means the Proceeds of Liquidation remaining
after the payment of the items set forth in Sections 8.2A(i), (ii),
(iii), (iv), (v) and (vi) hereof.

          E.   Any amounts payable to the Limited Partners and the
Class II Subordinated Limited Partners pursuant to this Section 8.4
shall be disbursed pro-rata to the Limited Partners and the Class II
Subordinated Limited Partners based on their Capital Contributions on
the date of the Sale.

          F.   Neither the Partnership nor the General Partners shall
have any obligation to cause a Sale to occur.

          8.5  Other Sales or Dispositions to Third Party.
               ------------------------------------------

          In the event the Partnership or any of its significant
subsidiaries, in a transaction (dealing with all or substantially all of
the business of the Partnership or such significant subsidiary) not
covered by Section 8.4 hereof (but similar in scope to such a
transaction), sells assets, merges or has a public offering, it is
hereby stated that it is the intention of the General Partners that the
Limited Partners and the Class II Subordinated Limited Partners shall
share in any "profit" or "premium" recognized from such transaction.
Because it is impossible at this time to foresee all possible factual
situations that may occur with respect to a given transaction, it is
equally impossible to determine a fair, just and equitable formula at
this time to distribute a portion of such "profit" or "premium" to the
Limited Partners and the Class II Subordinated Limited Partners.  It is
stated, however, at this time, as a matter of policy of the Partnership
that it is the intention of the General Partners to allow the Limited
Partners and the Class II Subordinated Limited Partners to share a
portion of such "profit" or "premium" (assuming any "profit" or
"premium" is also actually distributed to the General Partners) in a
fair, just and equitable manner in such amount, if any, as determined in
the sole and absolute discretion of the Managing Partner at the time of
such transaction.  In making such determination of such amount, if any,
the Managing Partner shall not be bound by the formula set forth in
Section 8.4 hereof.  Neither the Partnership nor the General Partners
shall have any obligation, however, to cause such transaction to occur
and no Limited Partners and the Class II Subordinated Limited Partners
shall have any right to bring any cause of action against the
Partnership or its General Partners by reason of any statement made in
this Section 8.5.  No payments shall be made or are intended to be made
to Class I Subordinated Limited Partners pursuant to this Section 8.5.


                              31
<PAGE>
<PAGE>

          8.6  Allocation of Profits and Losses for Tax Purposes.
               -------------------------------------------------

          A.   Except as provided in Sections 8.6B, C or D hereof,
all Profits And Losses For Tax Purposes of the Partnership shall be
allocated as follows:

          (i)   In any calendar year in which the Partnership has a
     net profit for tax purposes, to the Partners with each Partner
     sharing therein in the proportion that Net Income distributed to
     the Partner and/or credited to the Adjusted Capital Contribution
     of the Partner bears to all Net Income of the Partnership for the
     calendar year.

          (ii)  In any calendar year in which the Partnership has a
     net loss for tax purposes, first to the Class II Subordinated
     Limited Partners with each Class II Subordinated Limited Partner
     bearing an amount of loss to the extent set forth in the formula
     described in Section 8.1A(ii) hereof; provided, however, that the
     total amount of losses allocated to a Class II Subordinated
     Limited Partner shall not reduce such Partner's Capital Account
     below zero (determined after taking into account all prior or
     contemporaneous cash distributions and all prior or
     contemporaneous allocations of income, gain, loss, deduction or
     credit and as determined at the close of the taxable year in
     respect of which such loss or deduction is to be allocated); and
     any remaining losses shall be allocated to the General Partners in
     proportion to their respective General Partner percentages.

          B.   The Managing Partner is authorized to allocate Profits
and Losses For Tax Purposes arising in any calendar year differently
than otherwise provided for in this Section 8.6 to the extent that the
Managing Partner determines, in his discretion, that such modifications
are appropriate to cause the allocations to comply with the principles
of Section 704 of the Internal Revenue Code and such modifications are
in the overall best interests of the Partners.  Any allocation made
pursuant to this Section 8.6B shall be deemed to be a complete
substitute for any allocation otherwise provided for in this Article
Eight and no amendment of this Agreement or approval of any Partner
shall be required.

          C.   Notwithstanding any other provisions of this Agreement
to the contrary, if the amount of any Partnership Minimum Gain at the
end of any taxable year is less than the amount of such Partnership
Minimum Gain at the beginning of such taxable year, there shall be
allocated to any Partner having a negative Capital Account at the end of
such taxable year (determined after taking into account any adjustments,
allocations and distributions described in Treasury Regulations Sections
1.704-1(b)(2)(ii)(d)(4), (5) and (6)) gross income and gain (in respect
of the current taxable year and any future taxable year) in an amount
sufficient to eliminate such negative Capital Account in compliance with
Treasury Regulations Section 1.704-1(b)(4)(iv)(e).  Such allocation of
gross income and gain shall be made prior to any other allocation of
profits and losses for tax purposes.  Any such allocation of gross
income or gain pursuant to this Section 8.6C shall be in proportion with
such negative Capital Accounts of the Partners and such allocations of
gross income and gain shall be taken into account, to the extent
feasible, in computing subsequent allocations of Profits and Losses For
Tax Purposes of the Partnership so that the net amount of all items
allocated pursuant to each Partner pursuant to this Article Eight shall,
to the extent possible, be equal to the net amount that would have been
allocated to each such Partner pursuant to the


                              32
<PAGE>
<PAGE>
provisions of this Article Eight if the allocations made pursuant to the
first sentence of this Section 8.6C had not occurred.

          D.   Notwithstanding any other provisions of this Agreement
to the contrary, except as provided in Section 8.6C hereof, if any
Limited Partner or Class I Subordinated Limited Partner or Class II
Subordinated Limited Partner receives any adjustment, allocations, or
distributions described in Treasury Regulations Section 1.704-
1(b)(2)(ii)(d)(4), (5) or (6) that reduces such Partner's Capital
Account below zero or increases the negative balance in such Partner's
Capital Account, gross income and gain shall be allocated to such
Partner in an amount and manner sufficient to eliminate any negative
balance in his Capital Account created by such adjustments, allocations,
or distributions as quickly as possible in accordance with Treasury
Regulations Section 1.704-1(b)(2)(ii)(d).  Any such allocation of gross
income or gain pursuant to this Section 8.6D shall be in proportion with
such negative Capital Accounts of such Partners.  Any allocations of
items of gross income or gain pursuant to this Section 8.6D shall (i)
not duplicate any allocations of gross income or gain made pursuant to
Section 8.6C hereof, and (ii) be taken into account, to the extent
feasible, in computing subsequent allocations of Profits and Losses For
Tax Purposes of the Partnership, so that the net amount of all items
allocated to each Limited Partner, Class I Subordinated Limited Partner
and Class II Subordinated Limited Partner pursuant to this Article Eight
shall, to the extent possible, be equal to the net amount that would
have been allocated to each such Partner pursuant to the provisions of
this Article Eight if such adjustments, allocations or distributions had
not occurred.

          E.   If and to the extent upon dissolution of the
Partnership pursuant to Section 2.4 hereof the allocations under Section
8.6A are inconsistent with the following provision, then such
allocations shall be adjusted to conform to the following provision:
income and gain (whether ordinary income, gain under Section 1231 of the
Internal Revenue Code, or capital gain) from disposition of all
remaining Partnership assets shall be allocated among the Partners so
that the positive balance of each Partner's Capital Account is equal to
the cash to be distributed to such Partner pursuant to Article 8.2
determined after all Capital Accounts have been adjusted to reflect the
allocations of Profits and Losses For Tax Purposes of the Partnership
and cash distributions made pursuant to Section 8.1 hereof.

          8.7  Liability of General Partners.
               -----------------------------

          No General Partner shall be liable or accountable, directly
or indirectly (including by way of indemnification, contribution,
assessment or otherwise), for any debts, obligations or liabilities of,
or chargeable to, the Partnership or each other, whether arising in
tort, contract, or otherwise, which are created, incurred or assumed by
the Partnership (or owing to creditors or Partners during liquidation of
the Partnership) while the Partnership is a registered limited liability
limited partnership.


                              33
<PAGE>
<PAGE>

                            ARTICLE NINE
                   BOOKS, RECORDS AND REPORTS,
                   ---------------------------
                 ACCOUNTING, TAX ELECTIONS, ETC.
                 -------------------------------

          9.1  Books, Records and Reports.
               --------------------------

          A.   Proper and complete records and books of account shall
be kept (or caused to be kept) by the Managing Partner in which shall be
entered all transactions and other matters relative to the Partnership's
business.  The Partnership's books and records shall be prepared in
accordance with generally accepted accounting principles, consistently
applied.  The books and records shall at all times be maintained at the
principal office of the Partnership and shall be open for examination
and inspection by the Partners or by their duly authorized
representatives during reasonable business hours.  In particular, the
following books and records shall be kept:

          (i)   a current list and a past list of the full name and
     last known mailing address of each Partner, specifying the General
     Partners and the Limited Partners, the Class I Subordinated
     Limited Partners and the Class II Subordinated Limited Partners,
     in alphabetical order, including the date of admission or
     withdrawal of each Partner.  To the extent provided by the
     Missouri Limited Partnership Act, these lists shall be provided to
     the Secretary of State of Missouri, without cost, upon his written
     request;

          (ii)  a copy of the Certificate of Limited Partnership and
     all Certificates of Amendment thereto, together with executed
     copies of any Powers of Attorney pursuant to which any Certificate
     has been executed;

          (iii) copies of the Partnership's federal, state and local
     income tax returns and reports, if any, for the three most recent
     fiscal years; and

          (iv)  copies of any written Partnership Agreements in effect
     and any financial statements of the Partnership for the three most
     recent years.

          B.   The Managing Partner shall have prepared at least
annually, at the Partnership's expense, financial statements (balance
sheet, statement of income or loss, partners' equity, and changes in
financial position) prepared in accordance with generally accepted
accounting principles which shall fairly reflect the Partnership's
financial position at the date shown and its results of operations for
the period indicated. Copies of such statements and report shall be made
available to the Partners annually.

          C.   The Managing Partner shall have prepared at least
annually, at the Partnership's expense, a report containing Partnership
information necessary in the preparation of the Partners' federal income
tax returns. Copies of such report shall be distributed to each Partner
as promptly as possible.


                              34
<PAGE>
<PAGE>

          9.2  Bank Accounts.
               -------------

          The bank accounts of the Partnership shall be maintained in
such banking institutions as the Managing Partner shall determine, and
withdrawals shall be made only in the regular course of Partnership
business on such signature or signatures as the Managing Partner may
determine.

          9.3  Depreciation and Elections.
               --------------------------

          A.   All elections required or permitted to be made by the
Partnership under the Internal Revenue Code shall be made by the
Managing Partner.

          B.   Notwithstanding anything to the contrary in this
Section 9.3, the Managing Partner shall not be responsible for
initiating any change in accounting methods from the methods initially
chosen.

          C.   The Managing Partner is hereby designated as the "Tax
Matters Partner" under Section 6231(a)(7) of the Internal Revenue Code.

          9.4  Fiscal Year.
               -----------

          The fiscal year of the Partnership shall be the calendar
year for tax purposes.

                           ARTICLE TEN
                           -----------
                      MEDIATION/ARBITRATION
                      ---------------------

               THIS AGREEMENT CONTAINS THE FOLLOWING
        BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED
                BY THE PARTNERSHIP AND THE PARTNERS

          10.1 Mediation/Arbitration.
               ---------------------

          A.   Any controversy, claim or dispute between the
Partnership and any Partner or former Partner or between Partners and/or
former Partners (individually a "Party" and collectively the "Parties"),
including, but not limited to, any controversy, claim or dispute arising
out of or relating to any provision of this Agreement or the breach,
termination or validity thereof or any breach of an actual or implied
contract of employment between the Partnership and a Party, or any claim
of unjust or tortious discharge (including any claim of fraud,
negligence, or intentional or negligent infliction of emotional
distress) or any document or agreement or policy of the Partnership
(including, but not limited to, Partnership benefit and retirement
plans, Partnership office manuals, Partnership affirmative action plans
and Partnership policies), equal opportunity employer plans and policies
or any claims or violations arising under the Civil Rights Act of 1964,
as amended and effective November 21, 1991, including amendment to 42
U.S.C. 2000e et seq., 42 U.S.C. 1981, the
             -- ---


                              35
<PAGE>
<PAGE>
Age Discrimination in Employment Act, 29 U.S.C. 621 et seq., the
                                                    -- ---
Fair Labor Standards Act of 1938, 29 U.S.C. 201 et seq., the
                                                -- ---
Rehabilitation Act of 1973, 29 U.S.C. 701 et seq., or of the
                                          -- ---
Missouri Human Rights Act, 213.010 R.S. Mo. et seq., the Missouri
                                            -- ---
Workers Compensation statute or any violation of the Missouri Service
Letter Statute, 290.140 R.S. Mo., or any other relevant federal, state,
or local statutes or ordinances, also including without limitation, the
application, interpretation, performance or enforcement of any right,
obligation or fiduciary duty under this Agreement or such other
documents and agreements whether arising before or after the date of
this Agreement (collectively, a "Dispute") as to which a Party otherwise
would have the right to pursue litigation will be resolved as provided
for in this Article Ten, which shall be the sole and exclusive
procedures for the resolution of any Dispute.  This Article Ten shall
survive termination of the partnership relationship established by the
Agreement.  These procedures are for the settlement of Disputes only and
are not to be used for disagreements concerning Partnership policy,
organization or practice management.  Nothing contained in this Section
10.1 is intended to expand any substantive rights any Party may have
under other Sections of this Agreement, and any action of the
Partnership taken by a vote of the Partners or the Executive Committee
or by the action of the Managing Partner, when taken in accordance with
the terms of this Agreement, shall be final, binding and conclusive as
so provided in this Agreement.  The Parties intend that the foregoing
provisions shall encompass any other statutory and common law rights,
obligations or duties, whether or not specifically referred to herein,
of a similar or dissimilar nature, which are or may be granted to any
Party hereto, by the laws of any state or country in which any Party
resides or engages in the business of the Partnership.

          B.   If any Party has a Dispute with any other Party, then
(if discussions among the Parties have failed) such Party and the other
Party may have the Dispute mediated by one person chosen by agreement of
such Parties.  The mediator, after consultation with the Parties, will
determine the mediation procedures to be followed.  The fees and
expenses of the mediator shall be paid by the Partnership.  If no mutual
agreement can be reached to mediate or upon the identity of the
mediator, then the Dispute will be settled by binding arbitration under
the procedures set forth below.

          C.   All Disputes that cannot be resolved by mediation will
be settled by binding arbitration under the procedures set forth below.

          D.   Any Party may, if mediation has failed to resolve the
Dispute (or if the Parties fail to agree on a mediator), commence
arbitration by written notice to the other Party.  Thereafter,
arbitration shall be conducted in the manner described in Section 10.1F.

          E.   Except as provided in Section 10.1B arbitration, under
the Arbitration Code of the National Association of Securities Dealers,
Inc. (the "NASD"), shall be the exclusive remedy for any Dispute.  Any
Party may apply to the Exclusive Venues (as defined in Section 10.2) for
injunctive, specific enforcement or other relief in aid of the
arbitration proceedings or to enforce judgment of the award in such
arbitration proceeding, but not otherwise.  Any award issued by the



                              36
<PAGE>
<PAGE>
arbitrators pursuant to these provisions may be entered and enforced in
the Exclusive Venues and any other appropriate jurisdiction.

          F.   The Parties agree among themselves that the
arbitration proceedings shall be conducted as follows:

          (i)   All proceedings conducted shall be deemed private and
     confidential and shall not be disclosed to the public by either
     the arbitrators or the Parties to the arbitration.  The Parties
     acknowledge that the Partnership's administrative offices and the
     books and records (including accounting data) of the Partnership
     are all located in the St. Louis, Missouri metropolitan area, and,
     accordingly, the Parties agree to request that the arbitration
     proceedings and hearings shall be held in the St. Louis, Missouri
     metropolitan area (unless otherwise agreed by the Parties or
     decided by the arbitrators).

          (ii)  The exclusive award for any Dispute shall be recovery
     of compensatory damages (that is, damages which compensate a party
     for actual damages suffered), and each Partner hereby waives any
     and all other forms of damages including multiple, punitive or
     exemplary damages, damages for emotional distress, mental anguish
     or suffering and consequential damages.

          (iii) The applicable substantive law of Missouri or the
     United States (notwithstanding that a Party to a Dispute may be a
     resident of another state or country), as the case may be, shall
     be used in rendering any award.  Such award shall be final and
     binding on all Parties and may be entered as a judgment, under
     seal, and enforced in the appropriate jurisdiction.

          10.2 Forum Selection.
               ---------------

          If any court or tribunal of competent jurisdiction shall
refuse to enforce Section 10.1 or determine a matter is not a Dispute,
then, and only then, shall the alternative provisions of this Section
10.2 be applicable.  The Partners acknowledge that the Partnership's
administrative offices and the books and records (including accounting
data) of the Partnership are all located in the St. Louis, Missouri
metropolitan area and, accordingly, the Partners agree that it would be
more convenient for, and in the best mutual joint interest of, the
Partners and the Partnership that, in the event of a Dispute, venue for
litigation shall be laid exclusively in the Circuit Court of the County
of St. Louis, Missouri or in the United States District Court for the
Eastern District of Missouri.  Such Circuit Court and United States
District Court are together referred to as the "Exclusive Venues" for
litigation.  The Partnership and each Partner agree not to institute any
litigation except in the Exclusive Venues and further agree that
specific enforcement of this covenant with respect to Exclusive Venues
may be awarded to the Partnership and each Partner by means of all
available legal or equitable remedies, including, without limitation, a
temporary restraining order.  The Partnership and each Partner hereby
submit to the personal jurisdiction of the Exclusive Venues and waive
any requirement for setting bond for a temporary restraining order.  The
Firm and each


                              37
<PAGE>
<PAGE>
Partner hereby waive any right it or such Partner may have to a jury
trial in any litigation brought in accordance with this Agreement.

          10.3 Statute of Limitations.
               ----------------------

          The statute of limitations of the State of Missouri
applicable to the commencement of a lawsuit shall apply to the
commencement of an arbitration hereunder, except no defenses shall be
available based upon the passage of time during any mediation conducted
pursuant to this Article Ten.

          10.4 Other Agreements.
               ----------------

          Notwithstanding anything to the contrary contained in any
other document or agreement requiring arbitration, including, but not
limited to, Form U-4, signed by any Party, the Parties agree that if the
matter in controversy is, in whole or in part, a Dispute, then the
provisions of this Article shall control such arbitration.

                           ARTICLE ELEVEN
                        GENERAL PROVISIONS
                        ------------------

          11.1 Appointment of Attorneys-in-Fact.
               --------------------------------

          A.   Each Partner, by the execution hereof, hereby
irrevocably constitutes and appoints John W. Bachmann, Lawrence R.
Sobol, and the then Managing Partner (at any time the Managing Partner
is not John W. Bachmann), his true and lawful attorney-in-fact, and each
of them, with full power and authority in his name, place and stead, to
execute or acknowledge (on behalf of such Partner and/or the
Partnership) under oath, deliver, file and record at the appropriate
public offices such documents as may be necessary or appropriate to
carry out the provisions of this Agreement including:

          (i)   All certificates and other instruments (including this
     Agreement or any certificate of limited partnership or certificate
     of limited liability partnership and any amendment thereof) which
     the Managing Partner deems appropriate to qualify or continue the
     Partnership as a registered limited liability limited partnership
     under the Missouri Limited Partnership Act and the Missouri
     Partnership Act (or a partnership in which the Partners will have
     limited liability comparable to that provided by the Missouri
     Limited Partnership Act and the Missouri Partnership Act)  or
     under the laws of any other jurisdiction in which the Partnership
     may conduct business;

          (ii)  All amendments to this Agreement or any certificate of
     limited partnership or any certificate of limited liability
     partnership which are required to be filed or which the Managing
     Partner deems to be advisable to file;


                              38
<PAGE>
<PAGE>

          (iii) All instruments which the Managing Partner deems
     appropriate to reflect a change or modification of the Partnership
     in accordance with the terms of this Agreement;

          (iv)  All conveyances and other instruments which the
     Managing Partner deems appropriate to reflect the dissolution and
     termination of the Partnership; and

          (v)   All other instruments, documents or contracts
     (including, without limiting the foregoing, any deed, lease,
     mortgage, note, bill of sale, contract, trust agreement,
     guarantee, partnership agreement, indenture, underwriting
     agreement or any instrument or documentation which may be required
     to be filed (or which the Managing Partner deems advisable to
     file) by the Partnership under the laws of any state or by any
     governmental agency) requisite to carrying out the intent and
     purpose of this Agreement and the business of the Partnership and
     its Affiliates.

          B.   The appointment by all Limited Partners of John W.
Bachmann, Lawrence R. Sobol, and the then Managing Partner (at any time
the Managing Partner is not John W. Bachmann), as attorney-in-fact, and
each of them, shall be deemed to be a power coupled with an interest in
recognition of the fact that each of the Partners under this Agreement
will be relying upon the power of John W. Bachmann, Lawrence R. Sobol,
and the then Managing Partner (at any time the Managing Partner is not
John W. Bachmann), and each of them, to act as contemplated by this
Agreement in any filing and other action by them on behalf of the
Partnership.  The foregoing power of attorney shall survive the death,
disability or incompetency of a Partner or the assignment by any Partner
of the whole or any part of its interest hereunder.

          11.2 Word Meanings.
               -------------

          The words such as "herein", "hereinafter", "hereof", and
"hereunder" refer to this Agreement as a whole and not merely to a
subdivision in which such words appear unless the context otherwise
requires.  The singular shall include the plural and the masculine
gender shall include the feminine and neuter, and vice versa, unless
                                                  ----------
the context otherwise requires.

          11.3 Binding Provisions.
               ------------------

          The covenants and agreements contained herein shall be
binding upon, and inure to the benefit of the heirs, executors,
administrators, successors and assigns of the respective parties hereto.

          11.4 Applicable Law.
               --------------

          This Agreement shall be construed and enforced in accordance
with the laws of the State of Missouri.


                              39
<PAGE>
<PAGE>

          11.5 Counterparts.
               ------------

          This Agreement may be executed in several counterparts, all
of which together shall constitute one agreement binding on all parties
hereto, notwithstanding that all the parties have not signed the same
counterpart, except that no counterpart shall be binding unless signed
by the Managing Partner.

          11.6 Entire Agreement.
               ----------------

          This Agreement contains the entire agreement between the
parties and supersedes all prior writings or representations.

          11.7 Separability of Provisions.
               --------------------------

          Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereby are
determined to be invalid or unenforceable such validity or
unenforceability shall not impair the operation of or affect any other
portion of this Agreement and this Agreement shall be construed in all
respects as if such invalid or unenforceable provision was omitted.

          11.8 Representations.
               ---------------

          Each person who becomes a Limited hereunder does hereby
represent and warrant by the signing of a counterpart of this Agreement
or an amendment to this Agreement that the Partnership interest acquired
by him was acquired for his own account, for investment only, not for
the interest of any other person and not for resale to other persons or
for further distribution. The Managing Partner has not made and hereby
makes no warranties or representations other than those specifically set
forth in this Agreement.

          11.9 Section Titles.
               --------------

          Paragraph titles are for descriptive purposes only and shall
not control or alter the meaning of this Agreement as set forth in the
text.

          11.10     Partition.
                    ---------

          The Partners agree that the Partnership's assets are not and
will not be suitable for partition.  Accordingly, each of the Partners
hereby irrevocably waives any and all right he may have to maintain any
action for partition of any of the Partnership's assets.


                              40
<PAGE>
<PAGE>

          11.11     No Third Party Beneficiaries.
                    ----------------------------

          This Agreement is made solely and specifically for the
benefit of the Partners and their respective successors and permitted
assigns, and no other person whatsoever shall have any rights, interests
or claims hereunder or be entitled to any benefits hereunder or on
account of this Agreement as a third party beneficiary or otherwise.

          11.12     Amendments.
                    ----------

          In addition to the amendments otherwise authorized herein,
this Agreement may be amended, from time to time, without the consent or
approval of (and without prior notice to) any Limited, by the Managing
Partner or by the affirmative vote of General Partners holding an
aggregate of at least a majority of the total General Partner
Percentages.  In particular, but without limiting the foregoing, the
interests of the Limited Partners and the Class II Subordinated Limited
Partners in the Net Income or the Proceeds of Liquidation of the
Partnership or in any other allocation or distribution to be received by
them from the Partnership pursuant to Article Eight hereof or otherwise
may be reduced or increased or otherwise modified in accordance with
this Section 11.12 without the consent or approval of (and without prior
notice to) any Limited.

          11.13     Revocable Trusts.
                    ----------------

          Notwithstanding anything to the contrary herein contained,
it is recognized that certain of the Partners are not persons but are
revocable trusts ("Trusts"), the grantors of which ("Grantors"), except
for the transfer of their partnership interests to (or the designation
of) such Trusts created by them, would be the Partners.  Thus, when used
herein the phrases "General Partner", "Limited Partner", "Limited",
"Partner", "Class I Subordinated Limited Partner" or "Class II
Subordinated Limited Partner" shall be deemed, when the context hereof
so requires (such as, without limiting the generality of the foregoing,
death, disability or withdrawal of a Partner, gross negligent conduct of
a General Partner, a General Partner receiving a guaranteed draw for
services rendered, General Partner required submission of tax returns,
sale by a General Partner of Retiring Interests after his 56th birthday)
to be a reference to the Grantor of such Trust.  In addition, to the
extent that any General Partner has obligations or liabilities imposed
upon such General Partner pursuant to this Agreement, then, if such
General Partner is a Trust, such General Partner, by such General
Partner's signature hereto (and the Grantor of such Trust by such
Grantor's signature hereto), hereby agrees that said obligations and
liabilities are also obligations and liabilities of such Grantor.


                              41
<PAGE>
<PAGE>
          IN WITNESS WHEREOF, the undersigned has executed this Tenth
Amended and Restated Agreement of Registered Limited Liability Limited
Partnership effective as of the day and year first above written.

                THIS AGREEMENT CONTAINS THE FOLLOWING
         BINDING ARBITRATION PROVISIONS WHICH MAY BE ENFORCED
                BY THE PARTNERSHIP AND THE PARTNERS

                         GENERAL PARTNER:



                         ________________________________
                         John W. Bachmann


                         GENERAL PARTNERS AS SHOWN IN
                         THE BOOKS AND RECORDS OF THE
                         PARTNERSHIP<F*>


                         LIMITED PARTNERS AS SHOWN IN THE
                         BOOKS AND RECORDS OF THE PARTNERSHIP<F*>


                         CLASS II SUBORDINATED LIMITED PARTNERS
                    AS SHOWN IN THE BOOKS AND RECORDS OF
                         THE PARTNERSHIP<F*>


[FN]
                         <F*>By: ______________________________
                                   John W. Bachmann
                                   Attorney-In-Fact



Note: At the time of the signing of this Agreement there are no
      Class I Subordinated Limited Partners.


                              42