THE JONES FINANCIAL COMPANIES, L.P., LLP







                                EIGHTH

                         AMENDED AND RESTATED

                  AGREEMENT OF LIMITED PARTNERSHIP

           AND REGISTERED LIMITED LIABILITY PARTNERSHIP















                    Dated as of November 1, 1996




                               INDEX

ARTICLE ONE DEFINED TERMS                                        2
ARTICLE TWO CONTINUATION, NAME AND OFFICE, PURPOSES, TERM AND
DISSOLUTION, REGISTERED AGENT, PARTNER LIST                      7
2.1 Continuation                                                 7
2.2 Name, Place of Business and Office                           7
2.3 Purposes                                                     7
2.4 Term and Dissolution                                         7
2.5 Registered Office and Agent                                  8
2.6 Amendment to Certificate of Limited Partnership              8
ARTICLE THREE PARTNERS AND CAPITAL                               8<PAGE>





3.1 General Partners                                             8
3.2 Admission of Additional General Partners                     8
3.3 Limiteds and Contained Payments to Limited Partners          9
3.4 Admission of Limiteds                                        9
3.5 Partnership Capital                                          9
3.6 Liability of Limiteds                                        10
3.7 Participation in Partnership Business by Limiteds            10
3.8 Priority Among Limiteds                                      10
ARTICLE FOUR RIGHTS, POWERS AND DUTIES OF THE GENERAL PARTNERS   10
4.1 Authorized Acts; Management and Control                      10
4.2 Restrictions on Authority of the Managing Partner and
    Executive Committee                                          12
4.3 Removal or Dismissal of Certain Partners                     12
4.4 Executive Committee                                          12
4.5 Guaranteed Draw; Time and Effort; Independent Activities     13
4.6 Duties and Obligations of the Managing Partner               15
4.7 Liability for Acts and Omissions; Indemnification            15
4.8 Dealing with an Affiliate                                    16
4.9 General Partners' Responsibility                             16
4.10 Responsibilities of Partnership Leaders                     16
ARTICLE FIVE MEETINGS AND VOTING OF PARTNERS                     16
5.1 Meetings of General Partners; Voting at Such Meetings        16
5.2 Percentage of Voting Power for Partnership Decisions         17
5.3 Robert's Rules to Govern                                     17
5.4 Consent of General Partners in Lieu of a Meeting             17
ARTICLE SIX EVENT OF WITHDRAWAL OF A PARTNER AND CONVERSION OF
CLASS II SUBORDINATED LIMITED PARTNER CAPITAL TO CLASS I
SUBORDINATED LIMITED PARTNER CAPITAL                             18
6.1 Voluntary Event of Withdrawal                                18
6.2 Withdrawal Upon Request                                      18
6.3 Return of Capital and Purchase of Interest                   18
6.4 Death of a Limited                                           20
6.5 Death or Disability of a General Partner                     20
6.6 General Partner Interest - 56th Birthday                     21
6.7 Restriction on Capital Contribution Return                   22
6.8 Liability of a Withdrawn General Partner                     22
6.9 Effect of Event of Withdrawal                                23
6.10 Conversion from Class II to Class I Subordinated
     Limited Partner                                             23
ARTICLE SEVEN TRANSFERABILITY OF PARTNER INTERESTS               24
7.1 Restrictions on Transfer                                     24
7.2 Substituted Limited Partners                                 24
ARTICLE EIGHT DISTRIBUTIONS AND ALLOCATIONS; LIABILITY OF GENERAL
PARTNERS                                                         24
8.1 Distribution of Net Income                                   24
8.2 Distributions Upon Dissolution                               26
8.3 Distribution of Frozen Appreciation Amount                   27
8.4 Sale of Assets to Third Party                                28
8.5 Other Sales or Dispositions to Third Party                   28
8.6 Allocation of Profits and Losses for Tax Purposes            29
8.7 Liability of General Partners                                31
ARTICLE NINE BOOKS, RECORDS AND REPORTS, ACCOUNTING,
TAX ELECTIONS, ETC.                                              31
9.1 Books, Records and Reports                                   31<PAGE>





9.2 Bank Accounts                                                32
9.3 Depreciation and Elections                                   32
9.4 Fiscal Year                                                  32
ARTICLE TEN MEDIATION/ARBITRATION                                33
10.1 Mediation/Arbitration                                       33
10.2 Forum Selection                                             35
10.3 Statute of Limitations                                      35
10.4 Other Agreements                                            35
ARTICLE ELEVEN GENERAL PROVISIONS                                35
11.1 Appointment of Attorneys-in-Fact                            35
11.2 Word Meanings                                               36
11.3 Binding Provisions                                          37
11.4 Applicable Law                                              37
11.5 Counterparts                                                37
11.6 Entire Agreement                                            37
11.7 Separability of Provisions                                  37
11.8 Representations                                             37
11.9 Section Titles                                              38
11.10 Partition                                                  38
11.11 No Third Party Beneficiaries                               38
11.12 Amendments                                                 38
11.13 Revocable Trusts                                           38




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

     EIGHTH
     AMENDED AND RESTATED
     AGREEMENT OF LIMITED PARTNERSHIP
     AND REGISTERED LIMITED LIABILITY PARTNERSHIP

          THIS EIGHTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP of The Jones Financial Companies, L.P., LLP entered into
as of this 1st day of November, 1996, 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");<PAGE>






          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;


           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; and

          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; and

          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; and

          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.<PAGE>





          WHEREAS, the parties now desire to amend and restate said
Seventh Restated Agreement and to register the Partnership as a
registered limited liability partnership pursuant to this Eighth
Amended and Restated Agreement of 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:

     ARTICLE ONE
     DEFINED TERMS
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 Eighth Amended and Restated Agreement
of Limited Partnership and Registered Limited Liability 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<PAGE>





          (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 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 Liability Partnership" means the
document, as amended or restated from time to time, filed as the
limited liability partnership certificate of registration under the
Missouri Partnership Act.<PAGE>





          "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 other person who
becomes a Class II Subordinated Limited Partner of the Partnership as
provided herein.

          "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. on the
date such General Partner contributes his general partnership interest
in Edward D. Jones & Co. to the Partnership.,   The Frozen
Appreciation Amount shall be maintained in the books and the records
of 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 the 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<PAGE>





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.

          "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.

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

          "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.

          "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.

          "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<PAGE>





principles; provided, however, there shall be excluded from such net
income or net loss (after 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 also now registered as a
registered limited liability 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.

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

          "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.

           "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<PAGE>





CONTINUATION, NAME AND OFFICE, PURPOSES, TERM AND DISSOLUTION,
REGISTERED AGENT, PARTNER LIST
;

          2.1  Continuation.1 Continuation;.

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

          2.2  Name, Place of Business and Office.2 Name, Place of
Business and Office;.

          The Partnership shall be conducted under the name of "The
Jones Financial Companies, L.P., LLP".  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.

          2.3  Purposes.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 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.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 and Certificate of Limited
Liability 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.5 Registered Office and
Agent;<PAGE>






          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 and in the Certificate of
Limited Liability Partnership.

          2.6  Amendment to Certificate of Limited Partnership.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.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.

          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.
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 General 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.<PAGE>





          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.
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.

          3.4  Admission of Limiteds.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.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.<PAGE>






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

          3.6  Liability of Limiteds.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.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.  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.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.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<PAGE>





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 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 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.<PAGE>





          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.2    Restrictions on Authority of the Managing
Partner and Executive Committee;.

          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.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.4    Executive Committee;.

          A.   An Executive Committee is hereby created consisting of
the Managing Partner and nine (9) additional General Partners.  There
shall be maintained in the office of the General Counsel of the<PAGE>





Partnership a list, certified by the Managing Partner as being true
and correct, of the nine (9) 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.

          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 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.<PAGE>





          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.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  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.<PAGE>





          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.

          4.6  Duties and Obligations of the Managing Partner.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<PAGE>





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.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.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 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.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<PAGE>





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.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.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 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<PAGE>





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.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.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.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.

     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.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<PAGE>





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 upon six (6) months prior
written notice to the Managing Partner.

          6.2  Withdrawal Upon Request.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, 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.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 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<PAGE>





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, 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, there<PAGE>





shall be returned (subject to the provisions of Section 6.7 hereof) to
the withdrawing Limited Partner, within six (6) months after the
actual date of his withdrawal, his Capital Contribution to the
Partnership.  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 returned to him, he shall continue to receive
all sums due him pursuant to Section 3.3B hereof.


          6.4  Death of a Limited.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.  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.

          6.5  Death or Disability of a General Partner.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<PAGE>





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 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.6   General
Partner Interest - 56th Birthday;.<PAGE>





          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.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,<PAGE>





if such payment had been made directly by EDJ, 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 (iv) 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.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.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.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 6.3(G), 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<PAGE>





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.

          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.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<PAGE>





of a deceased Partner nor any other third party shall become or have
any rights as a Partner.

          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.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
LIABILITY OF GENERAL PARTNERS ;

          8.1  Distribution of Net Income.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<PAGE>





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 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<PAGE>





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 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.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.<PAGE>





          (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.

          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.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.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.<PAGE>





          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 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 8.4(C).

          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.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 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<PAGE>





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.

          8.6  Allocation of Profits and Losses for Tax Purposes.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<PAGE>





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 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<PAGE>





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.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 partnership.

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

          9.1  Books, Records and Reports.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;<PAGE>





          (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.

          9.2  Bank Accounts.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.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.4  Fiscal Year;.

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

     ARTICLE TEN<PAGE>





     MEDIATION/ARBITRATION

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

          10.1 Mediation/Arbitration.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 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.<PAGE>






          (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
10.1(f).

          (e)  Except as provided in Section 10.1(b), 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 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.<PAGE>





          (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.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 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.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.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.1 Appointment of
Attorneys-in-Fact;.<PAGE>






          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 limited partnership registered as a limited liability
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;

          (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<PAGE>





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.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.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.4    Applicable Law;.

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

          11.5 Counterparts.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.6  Entire Agreement;.

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

          11.7 Separability of Provisions.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.8   Representations;.

          Each person who becomes a Limited hereunder does hereby
represent and warrant by the signing of a counterpart of this<PAGE>





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.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.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.

          11.11     No Third Party Beneficiaries.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.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 10.13 without the
consent or approval of (and without prior notice to) any Limited.

          11.13     Revocable Trusts.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<PAGE>





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.


          IN WITNESS WHEREOF, the undersigned has executed this Eighth
Amended and Restated Agreement of Limited Partnership and Registered
Limited Liability Partnership 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*


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


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


                           *By
                              John W. Bachmann
                              Attorney-In-Fact<PAGE>





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