EDWARD D. JONES & CO., L.P.




                    NOTE PURCHASE AGREEMENT



                  Dated as of August 15, 1996





           $94,500,000 Aggregate Principal Amount

                            of

   8.18% Subordinated Capital Notes Due September 1, 2008

TABLE OF CONTENTS
Page

SECTION 1.  THE NOTES.                                           1
S1.1   Authorization of Notes.                                   1
S1.2   Purchase and Sale of Notes.                               1
S1.3   Use of Proceeds.                                          2

SECTION 2.  GENERAL REPRESENTATIONS AND WARRANTIES.              2
S2.1   The Partnership; Partners; Indebtedness for Money Borrowed; 
       Subsidiaries.                                             2
S2.2   The Partnership and the General Partner: Organization and 
       Authority.                                                3
S2.3   Business of the Partnership.                              3
S2.4   Stock Exchange Membership, etc.                           4
S2.5   Financial Statements and Other Information; Financial 
       Condition.                                                4
S2.6   No Material Adverse Change.                               5
S2.7   Licenses, Registrations, etc.                             5
S2.8   Title to Properties; Leases.                              5
S2.9   Compliance with Other Instruments, etc.                   6
S2.10  No Material Adverse Contracts, etc.                       6
S2.11  Compliance with Law, etc.                                 6
S2.12  SIPC Assessments.                                         7
S2.13  Broker-Dealer Registration; Examining Authority.          7
S2.14  Compliance with ERISA.                                    7
S2.15  Pending Litigation, etc.                                  8
S2.16  Taxes.                                                    8<PAGE>





S2.17  Stock Exchange Approvals.                                 9
S2.18  Governmental Consent, etc.                                9
S2.19  Outstanding Securities.                                   9
S2.20  No Margin Regulation Violation.                           9
S2.21  Holding Company Act; Investment Company Act.              10
S2.22  No Event of Acceleration or Event of Default.             10
S2.23  Full Disclosure.                                          10
S2.24  Partnership Proceedings.                                  10
S2.25  Validity of Agreement and Notes.                          11
S2.26  Net Capital Requirements.                                 11

SECTION 3.OTHER PURCHASERS; SECURITIES ACT REPRESENTATIONS; ERISA
REPRESENTATIONS.                                                 11
S3.1   Other Purchasers.                                         11
S3.2   Offerees.                                                 11
S3.3   Investment Intent, etc.                                   12
S3.4   ERISA Representations.                                    12

SECTION 4.  CONDITIONS OF OBLIGATION TO PURCHASE NOTES.          13
S4.1   Opinion of Special Counsel for You and the Other
       Purchasers.                                               13
S4.2   Opinions of Counsel for the Partnership.                  13
S4.3   Performance of Obligations.                               13
S4.4   Representations True.                                     14
S4.5   State Financial Responsibility Laws.                      14
S4.6   Approval of Agreement.                                    14
S4.7   Sale of Notes to Other Purchasers.                        14
S4.8   Legality.                                                 14
S4.9   Proceedings, Instruments, etc.                            14
S4.10  Consents to Amendment                                     14

SECTION 5.  EXPENSES.                                            15

SECTION 6.  CERTAIN SPECIAL RIGHTS.                              15
S6.1   Home Office Payment.                                      15
S6.2   Issue Taxes.                                              16

SECTION 7.  SUBORDINATION OF NOTES.                              16
S7.1   Subordination to Partnership Senior Debt.                 16
S7.2   Partnership Agreement Regarding Subordination of Debt
       to Partners, etc.                                         17
S7.3   Purpose of the Subordination.                             17
S7.4   Rank of the Notes.                                        17

SECTION 8.  PARTNERSHIP-SUSPENDED REPAYMENT.                     17

SECTION 9.  RESTRICTION ON PERMISSIVE PREPAYMENT OF NOTES.       19

SECTION 10.  NOTE PREPAYMENTS.                                   21
S10.1  Prepayment Generally; Required Prepayments.               21
S10.2  Optional Prepayments.                                     23
S10.3  Notice of Prepayment.                                     23
S10.4  Partial Prepayment Pro Rata.                              23<PAGE>





SECTION 11.  REGISTRATION, EXCHANGE AND REPLACEMENT OF NOTES.    23
S11.1  Registration.                                             23
S11.2  Exchange.                                                 23
S11.3  Replacement.                                              24

SECTION 12.  CERTAIN COVENANTS.                                  24
S12.1  Maintenance of Office.                                    24
S12.2  ERISA.                                                    24
S12.3  Partnership Existence.                                    25
S12.4  General Maintenance of Properties and Business, etc.      25
S12.5  Compliance with Law.                                      26
S12.6  Payment of Taxes and Claims.                              27
S12.7  Transactions with Affiliates.                             27
S12.8  Sale of Receivables.                                      27
S12.9  Notice of Certain Events and Conditions.                  28
S12.10 Tax Consolidation.                                        28
S12.11 Inspection.                                               28
S12.12 Purchase of Notes.                                        29
S12.13 Guaranties of Affiliate Obligations.                      29
S12.14 Nature of Partnership's Business.                         29
S12.15 Partnership Net Capital.                                  29
S12.16 Partnership Capital and Restricted Distributions.         30
S12.17 Partnership Indebtedness.                                 30
S12.18 Lease Obligations.                                        31
S12.19 Restricted Investments.                                   31
S12.20 Merger, Consolidation or Transfer of Assets.              31
S12.21 Limitation on Liabilities.                                32
S12.22 Change of Examining Authority.                            33

SECTION 13.  INFORMATION TO BE FURNISHED HOLDERS OF NOTES.       33
S13.1  Financial Statements, Reports, etc.                       33
S13.2  Officer's Certificates.                                   35
S13.3  Accountants' Certificates.                                36
S13.4  Confidential Treatment, etc.                              36
S13.5  Restricted Subsidiary Financials.                         37

SECTION 14.  ACCELERATION OF MATURITY.                           37
S14.1  Events of Acceleration; Acceleration of Notes.            37
S14.2  Events of Default; Acceleration of Notes.                 41
S14.3  Agreements on Events of Acceleration.                     42
S14.4  Default Remedies.                                         42
S14.5  No Counterclaim, Abatement, etc.                          43
S14.6  Intentional Default.                                      43
S14.7  Annulment of Acceleration of Notes.                       43

SECTION 15.
       INTERPRETATION OF AGREEMENT, NOTES AND PARTNERSHIP NOTES. 44
S15.1  Definitions.                                              44
S15.2  Directly or Indirectly.                                   55
S15.3  Accounting Principles.                                    55
S15.4  Governing Law.                                            55
S15.5  Headings.                                                 56
S15.6  Independence of Covenants.                                56<PAGE>





SECTION 16.  NON-LIABILITY OF EXCHANGE.                          56

SECTION 17.  MISCELLANEOUS.                                      56
S17.1  Notices.                                                  56
S17.2  Survival.                                                 57
S17.3  Successors and Assigns.                                   57
S17.4  Amendment and Waiver.                                     57
S17.5  Futures Commission Merchants; Set-Off.                    58
S17.6  Counterparts.                                             58
S17.7  Reproduction of Documents.                                58
S17.8  Time of the Essence.                                      59


Schedule I          -    Names and Addresses of Purchasers

Schedule II         -    Schedule of Indebtedness for Money Borrowed

Schedule III        -    Subsidiaries of the Partnership

Schedule IV-A  -    Opinion of Special Counsel for the Purchaser

Schedule IV-B  -    Opinion of Counsel for the Partnership to the
Purchaser

Schedule IV-C  -    Opinion of Special Counsel for the Partnership

Exhibit A      -    Form of Note

     EDWARD D. JONES & CO., L.P.
     12555 Manchester Road
     St. Louis, Missouri 63131




     NOTE PURCHASE AGREEMENT




     As of August 15, 1996


To the Purchaser or Purchasers
Named on the Signature Page Hereof:

Dear Purchaser:

The undersigned EDWARD D. JONES & CO., L.P., a Missouri limited
partnership (the "Partnership"), agrees with you as follows:

SECTION 1.  THE NOTES.<PAGE>





S1.1 Authorization of Notes.  The Partnership has authorized the
issue and sale of its 8.18% Subordinated Capital Notes Due September
1, 2008 (the "Notes") in the aggregate principal amount of
$94,500,000 to be dated (except as otherwise set forth in Sections
11.2 and 11.3 hereof) the date of original issue thereof and to be
substantially in the form of Exhibit A attached hereto. Each Note
shall bear interest from the date thereof until such Note shall
become due and payable (whether at maturity, by acceleration or
otherwise) at the rate of 8.18% per annum payable semiannually on
March 1 and September 1 in each year, commencing March 1, 1997
(collectively, "Regular Interest Payment Dates") and shall mature on
September 1, 2008.  Any overdue portion of the principal amount of
any Note and premium, if any, and any overdue installment of
interest will bear interest, to the extent permitted by applicable
law, at a rate equal to the greater of (i) the rate of interest
announced publicly by Citibank in New York, New York, from time to
time, as Citibank's base rate, or (ii) 9.18% per annum.


S1.2 Purchase and Sale of Notes.  The Partnership agrees to sell to
you and, upon and subject to the terms and conditions hereof, you
agree to purchase from the Partnership, Notes in the aggregate
principal amount specified opposite your name in Schedule I hereof
at a purchase price equal to 100% of such principal amount.  The
Notes are to be sold and delivered at one closing, to be held on
September 6, 1996 at 9:00 a.m., or such other date and time as shall
be agreed upon by you, the Partnership and the Other Purchasers
(such date and time being hereinafter called the "Closing Date"), at
the offices of Day, Berry & Howard, CityPlace, Hartford,
Connecticut.  On the Closing Date, the Partnership will deliver to
you, unless otherwise specified in Schedule I or you otherwise
request, a single Note which shall be (a) dated the Closing Date,
(b) in the principal amount of your purchase, and (c) registered in
your name (or in the name of such nominee as may be specified in
Schedule I).  The delivery of such Note to you shall be made against
payment by wire transfer of immediately available funds to the
Partnership's account at Northern Trust Company.

S1.3 Use of Proceeds.  The Partnership will use and deal with the
proceeds of the sale of the Notes as part of its capital and shall
use such proceeds  for general Partnership purposes and for the
expansion of the Partnership's sales force and implementation of
improvements to the Partnership's technology.  Such proceeds shall
be subject to the risks of the Partnership's business and may be
used for the ordinary and reasonable conduct of its business.  The
Partnership shall have the right to deposit such proceeds in an
account or accounts in its own name in any bank or trust company.

SECTION 2.  GENERAL REPRESENTATIONS AND WARRANTIES.

The Partnership hereby represents and warrants to you as follows:

S2.1 The Partnership; Partners; Indebtedness for Money Borrowed;
Subsidiaries.  (a) The Partnership has one general partner, EDJ<PAGE>





Holding Company, Inc., a Missouri corporation (the "General
Partner"), and one limited partner, The Jones Financial Companies, a
Limited Partnership, a Missouri limited partnership, or any
successor thereto ("JFC"); the General Partner and JFC are referred
to individually as a "Partner" and collectively as the "Partners".
Each Partner has only the rights and obligations set forth in the
Missouri Partnership Act and the Partnership Agreement executed by
the Partners, and no other rights or obligations, the Partnership
Agreement constituting the entire agreement and all the
understandings of the Partners with respect to the Partnership.  At
the date hereof, the Partnership has Indebtedness for Money Borrowed
of the types and in the amounts set forth in Schedule II hereof.
Complete and correct copies of all instruments and agreements
relating to such Indebtedness for Money Borrowed have been delivered
to you and your special counsel.

(b)  Schedule III hereof correctly sets forth as to each Subsidiary
of the Partnership its name and the jurisdiction of its formation,
if a partnership, or incorporation, if a corporation.  Each
Subsidiary is duly organized, as a general or limited partnership
under its partnership agreement, or as a corporation, as the case
may be, and is validly existing and in good standing under the laws
of its jurisdiction of formation or incorporation and has all
requisite power and authority to own (or hold under lease) and
operate its properties and to conduct its business as now conducted
and as currently proposed to be conducted.  All of the issued and
outstanding general or limited partnership interests, or capital
stock, as the case may be, of each Subsidiary owned by the
Partnership is validly issued and outstanding, is fully paid and
nonassessable and is owned, beneficially and of record, by the
Partnership or another Subsidiary, free of any Lien, option, claim,
warrant or rights of others.  Each Subsidiary has duly qualified as
a foreign corporation or partnership, as the case may be, is
authorized to do business and is in good standing in each
jurisdiction in which the character of the material properties owned
(or held under lease) by it or the nature of its activities makes
such qualification necessary.  The Partnership has no Restricted
Subsidiaries.

S2.2 The Partnership and the General Partner: Organization and
Authority.  (a) The Partnership:

(i)  has been duly organized and is operating as a limited
partnership under the Partnership Agreement, and is validly existing
and in good standing under the laws of the State of Missouri;

(ii) has all requisite power and authority to own (or hold under
lease) its properties, to conduct its business as currently
conducted and as currently proposed to be conducted, to enter into
this Agreement, to offer, issue, sell and deliver the Notes and to
perform its obligations under this Agreement and the Notes; and

(iii)     is qualified as a foreign limited partnership in
jurisdictions in which such qualification is provided for and/or has<PAGE>





filed certificates of doing business in every jurisdiction in which
the material properties owned (or held under lease) by it or the
nature of its activities makes such qualification or filing
necessary in order to comply with applicable laws.

(b)  The General Partner:

(i)  is a corporation duly organized, validly existing and in good
standing under the laws of the State of Missouri;

(ii) has all requisite power and authority (corporate and other) to
enter into this Agreement, to offer, issue, sell and deliver the
Notes on behalf of the Partnership and to perform its obligations
under this Agreement on behalf of the Partnership; and

(iii)     is not qualified as a foreign corporation in any
jurisdiction and neither the properties owned (or held under lease)
by it or the nature of its activities makes such qualification
necessary in order to comply with applicable laws.
S2.3 Business of the Partnership.  (a) The Offering Memorandum and
the SEC Reports referred to in Section 2.5 hereof contain an
accurate general description of the business of the Partnership and
its Subsidiaries, as presently conducted and as presently proposed
to be conducted, and the major properties leased by the Partnership.
Neither the Partnership nor any Subsidiary is now engaged in any
material line of business not so disclosed and the Partnership does
not own or lease any significant properties not so disclosed.  The
Partnership has delivered to you a true and correct copy of the
leases or form of lease under which it leases its principal offices
and equipment from an affiliate, EDJ Leasing Co.

(b)  Any and all liabilities of the Partnership that could possibly
arise out of, or in relation to, the Partnership's ownership,
directly or indirectly, of any interest or interests in limited
partnerships or other entities (including any Affiliates or
Subsidiaries of the Partnership) under any circumstances, in the
aggregate, would not exceed $15,000,000.  All such interests owned
by the Partnership in such entities are owned indirectly by it,
through a series of affiliated entities including at least one
corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, which
corporation is adequately capitalized and as to which all corporate
formalities have been observed.  The corporate integrity of any such
corporation has never been questioned or threatened, nor does there
exist any basis for such a question or threat.  Neither the
Partnership nor any Affiliate thereof (other than the General
Partner, Conestoga Securities, Inc., a Missouri corporation, LHC,
Inc., a Missouri corporation, Unison Capital Corporation, a Missouri
corporation, Patronus, Inc., a Missouri corporation, CIP Management,
Inc., a Missouri corporation, EDJ Insurance Agency of California, a
California general partnership, and Edward D. Jones & Co. Canada
Holding Co., Inc., a corporation formed under the law of the
Province of Ontario, Canada) is a general partner of any general or
limited partnership.<PAGE>






S2.4 Stock Exchange Membership, etc.  The Partnership is a member
organization in good standing of the Exchange, the American Stock
Exchange, Inc., the Chicago Stock Exchange, Inc., and the NASD, and
an affiliated member organization in good standing of the Pacific
Stock Exchange, Inc.  Edward D. Jones & Co., an Ontario limited
partnership, is a member organization in good standing of the
Toronto Stock Exchange, Inc. and the Montreal Stock Exchange, Inc.

S2.5 Financial Statements and Other Information; Financial
Condition.  The Partnership has heretofore furnished to you copies
of: (a) JFC's Annual Report to the Securities and Exchange
Commission (the "SEC") on Form 10-K for the fiscal year ended
December 31, 1995 (the "Form 10-K") containing a consolidated
statement of financial condition of JFC and its Subsidiaries as of
December 31, 1995 and December 31, 1994 and related consolidated
statements of income, changes in financial position or cash flows
(as applicable) and changes in partnership capital for the fiscal
years then ended and the fiscal year ended December 31, 1993,
together with the auditor's report thereon of Arthur Andersen LLP,
Independent Certified Public Accountants; (b) JFC's Quarterly Report
on Form 10-Q filed with the SEC for the quarter ended March 29, 1996
(the "Form 10-Q"; the Form 10-K and the Form 10-Q are referred to
herein as the "SEC Reports"); (c) consolidated statements of
financial condition of the Partnership and its Subsidiaries as of
December 31, 1995 and December 31, 1994, and related statements of
income, changes in financial position or cash flows (as applicable),
changes in partnership capital and changes in subordinated
liabilities, of the Partnership and its Subsidiaries for the fiscal
years then ended, together with the auditor's report thereon of
Arthur Andersen LLP,  Independent Certified Public Accountants; (d)
consolidated statements of financial condition of the Partnership
and its Subsidiaries as of the close of the fiscal quarter ended
March 29, 1996 and related statements of income of the Partnership
and its Subsidiaries for the fiscal quarter then ended (the
financial statements referred to, or contained in any document
referred to, in this clause (d) and in clause (c) above being
hereinafter called the "Partnership Financial Statements"); and (e)
the Partnership's Offering Memorandum dated July 1996, furnished
through Dillon, Read & Co. Inc. in connection with the direct
placement of the Notes (the "Offering Memorandum").  All financial
statements referred to above, or contained in any document referred
to above, are complete and correct, and have been prepared in
accordance with generally accepted accounting principles applied on
a consistent basis during the respective periods.  The Partnership
Financial Statements present fairly the financial position of the
Partnership as of the respective dates of the statements of
financial condition included therein and the results of operations
of the Partnership for the respective periods covered by the
consolidated statements of income and changes in financial position
included therein.  Neither the Partnership nor any of the
Subsidiaries has any material obligations or liabilities, contingent
or otherwise, not disclosed by the consolidated statement of<PAGE>





financial condition of the Partnership and its Subsidiaries as of
December 31, 1995 referred to in clause (c) above.

S2.6 No Material Adverse Change.  Since December 31, 1995, (a) there
has been no material adverse change in the financial condition of
the Partnership and its Subsidiaries taken as a whole, and (b)
neither the condition, financial or otherwise, business, earnings,
properties or prospects of the Partnership and its Subsidiaries,
taken as a whole, have been materially adversely affected by any
occurrence or development (whether or not insured against).

S2.7 Licenses, Registrations, etc.  The Partnership and its
Subsidiaries own or possess, and hold free from restrictions or
known conflicts with the rights of others, all material licenses,
registrations, permits, copyrights, trademarks, service marks, trade
names and patents, and all rights with respect to the foregoing,
necessary for the conduct of their respective businesses as now
conducted and as proposed to be conducted.

S2.8 Title to Properties; Leases.  The Partnership and its
Subsidiaries have good and valid title to their respective material
properties and assets, including all properties and assets reflected
on the consolidated statement of financial condition of the
Partnership and its Subsidiaries as of December 31, 1995 referred to
in clause (c) of Section 2.5 hereof, as well as to property
purported to have been acquired since such date (except property
disposed of since said date in the ordinary course of business), and
there are not now, and there will not be on the Closing Date, any
Liens on any such properties and assets other than Permitted Liens
and Liens securing the bank borrowings listed in Schedule II on the
Partnership's securities held for sale, on its interest in
customers' securities and on government or agency securities held by
it as permitted by paragraphs (iv) and (vi) of the definition of
Restricted Investments.  Each of the Partnership and its
Subsidiaries has the right to, and does, enjoy peaceful and
undisturbed possession under all leases to which it is a party or
under which it is leasing property.  All such leases are valid,
subsisting and in full force and effect, none of such leases is in
default and no event has occurred and is continuing, and no
condition exists, that, after notice or the passage of time or both,
could become a default under any such lease.

S2.9 Compliance with Other Instruments, etc.  The Partnership is not
in violation of any term of the Partnership Agreement and none of
its Subsidiaries is in violation of any term of its partnership
agreement, certificate of partnership, charter or by-laws, as the
case may be; neither the Partnership nor any of its Subsidiaries is
in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in (a) any
evidence of Indebtedness, or any agreement or instrument under or
pursuant to which any evidence of Indebtedness has been issued (or
any documents related thereto) or (b) any other agreement or
instrument (including, without limitation, any issued and
outstanding preferred stock) to which any of them is a party or by<PAGE>





which any of them is bound or any of their properties is affected.
Neither the Partnership nor any of its Subsidiaries has defaulted
in, or has failed to make at the time contemplated, payment of any
dividends or partnership distributions, or any mandatory redemption
payments on any preferred stock or any principal of, or premium or
interest on, any Indebtedness for Money Borrowed.  Neither the
execution, delivery or performance of this Agreement, nor the offer,
issuance, sale, delivery or performance of the Notes, does or will
(i) conflict with or violate the partnership agreement, certificate
of partnership, charter or by-laws, as the case may be, of the
Partnership or any of its Subsidiaries, (ii) conflict with or result
in a breach of any of the terms, conditions or provisions of, or
constitute a default under, any evidence of Indebtedness or other
agreement or instrument referred to in this Section 2.9, (iii)
result in the creation of any Lien of any nature whatsoever upon any
of the properties or assets of the Partnership or any of its
Subsidiaries under the terms of any such evidence of Indebtedness,
other agreement or instrument, or (iv) require the consent of or
other action by any trustee, any creditor of, any lessor to, or any
investor in, the Partnership or any of its Subsidiaries.

S2.10     No Material Adverse Contracts, etc.  Neither the
Partnership, nor any of its Subsidiaries is a party to, and none of
them nor any of their properties is bound or affected by, any
agreement or instrument, or is subject to any order, writ,
injunction, judgment, rule, regulation or decree or other action of
any court or other governmental or public authority or agency, or
the award of any arbitrator or any charter or other corporate,
partnership or contractual restriction, that materially adversely
affects, or in the future may materially adversely affect, the
business, prospects, earnings, properties or condition, financial or
other, of any of them.

S2.11     Compliance with Law, etc.  The Partnership and its
Subsidiaries each is in compliance in all material respects with all
laws and ordinances, and all governmental rules and regulations to
which it is subject and all applicable rules of the Exchange, the
NASD and each other non-governmental association, corporation or
body having authority over it ("Business Association"), the
violation of which, either individually or in the aggregate, might
materially adversely affect its business, prospects, earnings,
properties or condition, financial or other.  Neither the execution
or delivery of this Agreement, the offer, issuance, sale or delivery
of the Notes, nor the performance of this Agreement or the Notes
does or will cause the Partnership or any of its Subsidiaries to be
in violation in any material respect of any law or ordinance, or any
order of general application, rule or regulation of any Federal,
state, county, municipal or other governmental or public authority
or agency, or any order, direction or rule of any Business
Association, having jurisdiction or authority over any of them or
any of their respective properties.<PAGE>





S2.12     SIPC Assessments.  Neither the Partnership nor any
Subsidiary is in arrears with respect to any assessment made upon
the Partnership or any Subsidiary by SIPC.

S2.13     Broker-Dealer Registration; Examining Authority.  The
Partnership is registered as a broker-dealer with the SEC under the
Securities Exchange Act, and is also registered as a broker-dealer
with the proper authorities, including State Securities Commissions,
of every jurisdiction in which the nature of its activities makes
such registration necessary.  The Examining Authority of the
Partnership is the Exchange.

S2.14     Compliance with ERISA.  (a) As used in this Section 2.14,
the term "employee pension benefit plans" shall have the meaning
assigned to such term in Section 3 of ERISA; and the term
"prohibited transaction" shall have the meaning assigned to such
term in Section 4975 of the Code and Section 406 of ERISA.

(b)  Neither the Partnership nor any of its Subsidiaries has, with
respect to any employee pension benefit plan established or
maintained by any thereof (collectively, the "Plans" and,
individually, a "Plan"), engaged in a prohibited transaction that
could subject the Partnership or any of its Subsidiaries to a tax or
penalty on prohibited transactions.  Neither the Partnership nor any
of its Subsidiaries has contributed to any employee pension benefit
plan to which an employer other than the Partnership or one of its
Subsidiaries contributed.

(c)  The execution and delivery of this Agreement and the Notes and
the consummation of the transactions contemplated hereby will not
involve any prohibited transaction.  This representation is made in
reliance upon your representations in Section 3.4 of this Agreement.

(d)  The Partnership and its "affiliates" (the term "affiliate"
having the meaning assigned to it in Section 407(d) of ERISA, for
the purpose of this Section 2.14(d)) have established and maintain
no employee benefit plans, as such term is defined in Section 3 of
ERISA, except for:

(i)  the Edward D. Jones & Co. Profit Sharing Plan (as amended and
restated effective January 1, 1984, qualified under Section 401 of
the Code);

(ii) the Edward D. Jones & Co. Deferred Compensation Plan (effective
on January 1, 1984, qualified under Section 401 of the Code);

(iii)     the Edward D. Jones & Co. Employees Health and Welfare
Trust (effective September 15, 1981); and

(iv)      the Benefit Contribution Account Plan of Edward D. Jones &
Co. (effective January 1, 1986).

S2.15     Pending Litigation, etc.  (a) There is no action at law,
suit in equity or other proceeding or investigation (whether or not<PAGE>





purportedly on behalf of the Partnership or any of its Subsidiaries)
in any court or by or before any other governmental or public
authority or agency or any arbitrator, or before any Business
Association, against or affecting, or (to the best knowledge, upon
due inquiry, of the Partnership) threatened against, the Partnership
or any of its Subsidiaries or any of their respective properties
that, either individually or in the aggregate, (i) questions the
validity of this Agreement or the Notes, or (ii) involves the
reasonable possibility of a material judgment or liability against
any of them, or could materially adversely affect the business,
prospects, earnings, properties or condition, financial or
otherwise, of any of them, other than such judgments or liabilities
as to which the Partnership has established adequate contingency
reserves under a self-insurance program.

(b)  Any liability that may result from any action at law, suit in
equity or other proceeding or investigation (whether or not
purportedly on behalf of the Partnership or any of its Subsidiaries)
in any court or by or before any other governmental or public
authority or agency or any arbitrator, or before any Business
Association, against or affecting, or that (to the best knowledge of
the Partnership) is threatened against, the Partnership or any of
its Subsidiaries or any of their respective properties is adequately
reserved against on the books of the Partnership or such Subsidiary,
as the case may be.

(c)  Neither the Partnership nor any of its Subsidiaries is in
default in any respect which could individually or in the aggregate
have a material adverse effect on the Partnership with respect to
any order, writ, injunction, judgment or decree of any court or
other governmental or public authority or agency, or with respect to
the award of any arbitrator, or with respect to the order or
direction of any Business Association.

S2.16     Taxes.  All Federal, state and other tax returns and
information returns of the Partnership and each of its Subsidiaries
required by law to be filed have been duly filed, and all Federal,
state and other taxes, assessments, fees and other governmental
charges upon the Partnership or any of its Subsidiaries or upon any
of their respective properties or assets that are known (upon due
inquiry) to the Partnership or any such Subsidiary and are due and
payable have been paid.  No extensions of time for the assessment of
deficiencies have been granted by the Partnership or any of its
Subsidiaries.  There are no Liens on any properties or assets of the
Partnership or any of its Subsidiaries imposed or arising as a
result of the delinquent payment or nonpayment of any such tax,
assessment, fee or other governmental charge.  All Federal income
tax returns of the Partnership filed for periods ended on or prior
to December 31, 1992 have been accepted by the Internal Revenue
Service as filed.  The Federal income tax and information returns
filed by any of the Subsidiaries of the Partnership have never been
examined by the Internal Revenue Service.  The Partnership and its
Subsidiaries which are partnerships have filed information returns
in those states and local jurisdictions in which they are required<PAGE>





to do so; the Partnership's Subsidiaries which are corporations have
filed tax returns with respect to state income taxes or state taxes
measured by income in those states and local jurisdictions in which
they are required to do so.  No state information or tax return
filed by the Partnership or any of its Subsidiaries has ever been
materially adjusted upon examination by any state agency.  The
charges, accruals and reserves, if any, on the books of the
Partnership and its Subsidiaries in respect of Federal and state
income taxes for all fiscal periods to date are adequate and the
Partnership does not know of any unpaid assessments for additional
Federal or state income taxes for any such fiscal period or of any
basis therefor.  There are no applicable taxes, fees or other
governmental charges payable in connection with the execution and
delivery of this Agreement or in connection with the offer,
issuance, sale or delivery of the Notes.

S2.17     Stock Exchange Approvals.  The Partnership has obtained
such consents or approvals of the Examining Authority and of such
securities and commodities exchanges of which the Partnership is a
member organization as are necessary for the due execution, delivery
and performance of this Agreement, the offer, issuance, sale and
delivery of the Notes and the consummation of the transactions
contemplated hereby and thereby.

S2.18     Governmental Consent, etc.  Except for the consents and
approvals referred to in Section 2.17 and the filing with the SEC
pursuant to Appendix D to Rule 15c3-1, no consent, approval or
authorization of, registration, qualification, designation,
declaration or filing with, or notice to, any Federal, state or
local governmental or public authority or agency (including any
State Securities Commission) or Business Association is required for
the valid execution, delivery and performance of this Agreement or
the valid offer, issuance, sale, delivery and performance of the
Notes or the valid consummation of any other transaction
contemplated hereby or thereby.

S2.19     Outstanding Securities.  All outstanding securities (as
defined in the Securities Act) of the Partnership have been offered,
issued, sold and delivered in compliance with, or in accordance with
available exemptions from, all Federal and state laws and the rules
and regulations of all Federal and state governmental or public
authorities and agencies and Business Associations.

S2.20     No Margin Regulation Violation.  None of the transactions
contemplated by this Agreement (including, without limitation, the
direct or indirect use of the proceeds from the sale of the Notes)
will violate or result in a violation of Section 7 of the Securities
Exchange Act or any regulations issued pursuant thereto, including,
without limitation, Regulation G of the Board of Governors of the
Federal Reserve System (12 C.F.R., Part 207), as amended, Regulation
T (12 C.F.R., Part 220), as amended, of said Board of Governors, and
Regulation X (12 C.F.R., Part 224), as amended, of said Board of
Governors.<PAGE>





S2.21     Holding Company Act; Investment Company Act.

(a)  Neither the Partnership nor any of its Affiliates is a "holding
company," or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company" or of a "subsidiary company" of a
"holding company," as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended.

(b)  Neither the Partnership nor any of its Affiliates is an
"investment company" or an "affiliated person" of an "investment
company" within the meaning of the Investment Company Act, except
insofar as such a relationship may exist by virtue of (i) the
Partnership's ownership of a minority interest, as limited partner
with no rights of management or control, in Passport Research Ltd.,
a Pennsylvania limited partnership, that is adviser to an open-end
mutual fund and a closed-end mutual fund, (ii) the Partnership's
1.1% interest, with no rights of management or control, in VK/AC
Holding Co., Inc., a Delaware corporation, which wholly owns Van
Kampen American Capital, Inc. which markets and provides investment
advisory and administrative services to various open-end and closed-
end mutual funds and unit investment trusts, (iii) the Partnership's
indirect 18.4% interest in Community Investment Partners and
indirect 6% interest in Community Investment Partners II, both of
which are business development companies formed under the Investment
Company Act, and (iv) JFC's 2.7% interest, with no rights of
management or control, in Federated Investors, that is adviser to an
open-end mutual fund and a closed-end mutual fund.

S2.22     No Event of Acceleration or Event of Default.  No event
has occurred and is continuing, and no condition exists, that, if
the Notes had been issued and were outstanding on the date hereof,
would constitute an Event of Acceleration or Event of Default, or,
after notice or the passage of time or both could become an Event of
Acceleration or Event of Default.

S2.23     Full Disclosure.  Neither this Agreement (including the
representations, warranties and covenants contained herein) or the
Offering Memorandum, reports or financial statements referred to in
Section 2.5 hereof, nor any certificate, report, statement or other
writing furnished or to be furnished to you by or on behalf of the
Partnership, or any officer, director, agent or employee of or any
counsel to the Partnership, in connection with the negotiation of
the sale, or the sale, of the Notes contains or will contain any
untrue statement of a material fact or omits or will omit to state a
material fact necessary to make the statements contained herein or
therein not misleading.  There is no fact known to the Partnership
that the Partnership has not disclosed to you in writing that (a)
materially adversely affects or in the future may materially
adversely affect the business, prospects, earnings, properties or
condition, financial or other, of the Partnership or any of its
Subsidiaries, or (b) adversely affects or in the future may
adversely affect the ability of the Partnership to perform its
obligations under this Agreement or the Notes.<PAGE>





S2.24     Partnership Proceedings.  The Partnership has taken all
action necessary to be taken by it to authorize the execution and
delivery of this Agreement, the issuance and delivery of the Notes
and the performance of all obligations to be performed by it
hereunder and thereunder.

S2.25     Validity of Agreement and Notes.  This Agreement
constitutes the legal, valid and binding agreement of the
Partnership, enforceable in accordance with its terms, except as
enforcement hereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally from time to time in
effect or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law); and upon receipt by the Partnership of payment for the Notes
as provided in this Agreement, the Notes will have been duly issued
and will constitute legal, valid and binding obligations of the
Partnership enforceable in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally from time to time in
effect or by general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
S2.26     Net Capital Requirements.  The Partnership is subject to
the Net Capital requirements set forth in Rule 15c3-1 and it has
elected to comply with the Alternative Net Capital Requirement.

SECTION 3.     OTHER PURCHASERS; SECURITIES ACT REPRESENTATIONS;
ERISA REPRESENTATIONS.

S3.1 Other Purchasers.  The Partnership represents that it has
contemporaneously executed and delivered agreements substantially
similar to this Agreement (the "Other Note Agreements"), with the
other purchasers listed in Schedule I (the "Other Purchasers"), who
also are making the representations set forth in Sections 3.3 and
3.4 hereof.  The aggregate principal amount of Notes to be sold to
you and the Other Purchasers on the Closing Date is $94,500,000, but
each of the sales to you and the Other Purchasers is to be a
separate sale made by the Partnership to each such purchaser.

S3.2 Offerees.  The Partnership represents that neither it nor
Dillon, Read & Co. Inc. (which is the only Person authorized to act
as agent, broker, dealer or otherwise in connection with the
offering or sale of the Notes or similar securities of the
Partnership) has, either directly or through any agent, offered any
of the Notes or similar securities for sale to, or solicited any
offers to buy any thereof from, or otherwise approached or
negotiated in respect thereof with, any Person or Persons other than
you, the Other Purchasers and not more than 80 other Institutional
Investors and each of the foregoing was offered the right to
purchase Notes at private sale for investment.  The Partnership
agrees that neither it nor any agent on its behalf will sell or
offer any of the Notes or similar securities to, or solicit offers<PAGE>





to buy any thereof from, or otherwise approach or negotiate in
respect thereof with, any other Person or Persons whomsoever, or
take any other action, so as to bring the issuance and sale of the
Notes within the provisions of Section 5 of the Securities Act.

S3.3 Investment Intent, etc.  This Agreement is made with you in
reliance upon your representation to the Partnership, which by your
acceptance hereof you confirm, that you are purchasing the Notes to
be purchased by you hereunder for your own account for investment or
for one or more separate accounts (as defined in Section 3.4)
maintained by you or for the account of one or more pension or trust
funds and not with a view to the distribution thereof, and that you
have no present intention of distributing any of the same; provided,
however, that the disposition of your or their property shall be at
all times within your or their own control, and that your right to
sell or otherwise dispose of all or any part of the Notes purchased
by you pursuant to an effective registration statement under the
Securities Act or under an exemption from such registration
available under the Securities Act shall not be prejudiced.

S3.4 ERISA Representations.  You represent that at least one of the
following statements is an accurate representation as to each source
of funds (a "Source") to be used by you to pay the purchase price of
the Notes to be purchased by you hereunder:

(a)  if you are an insurance company, either (i) the Source is a
separate account that is maintained solely in connection with your
fixed contractual obligations under which the amounts payable, or
credited, to any employee benefit plan and to any participant or
beneficiary of such plan (including any annuitant) are not affected
in any manner by the investment performance of the separate account,
or (ii) the Source is an insurance company general account in
respect of which the reserves and liabilities for the general
account contract(s) held by or on behalf of any benefit plan (as
defined by the annual statement for life insurance companies
approved by the National Association of Insurance Commissioners (the
"NAIC Annual Statement"), determined before reduction for credits on
account of any reinsurance ceded on a coinsurance basis) together
with the amount of the reserves and liabilities for the general
account contract(s) held by or on behalf of any other benefit plans
(as defined by the NAIC Annual Statement) maintained by the same
employer (or affiliate thereof as defined in Prohibited Transaction
Class Exemption ("PTE") 95-60) or by the same employee organization
(as defined by the NAIC Annual Statement) in the general account do
not exceed 10% of the total reserves and liabilities of the general
account (exclusive of separate account liabilities) plus surplus set
forth in the NAIC Annual Statement filed with the state of domicile
of the insurance company;  or

(b)  the Source is either (i) an insurance company pooled separate
account, within the meaning of PTE 90-1, or (ii) a bank collective
investment fund, within the meaning of the PTE 91-38 and, except as
you have disclosed to the Partnership in writing pursuant to this
paragraph (b), no employee benefit plan or group of plans maintained<PAGE>





by the same employer or employee organization beneficially owns more
than 10% of all assets allocated to such pooled separate account or
collective investment fund; or

(c)  the Source constitutes assets of an "investment fund" (within
the meaning of Part V of PTE 84-14 (the "QPAM Exemption")) managed
by a "qualified professional asset manager" or "QPAM" (within the
meaning of Part V of the QPAM Exemption), no employee benefit plan's
assets that are included in such investment fund, when combined with
the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the
meaning of Section V(c)(1) of the QPAM Exemption) of such employer
or by the same employee organization and managed by such QPAM,
exceed 20% of total client assets managed by such QPAM, the
conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
neither the QPAM nor a person controlling or controlled by the QPAM
(applying the definition of "control" in Section V(e) of the QPAM
Exemption) owns a 5% or more interest in the Partnership and (i) the
identity of such QPAM and (ii) the names of all employee benefit
plans whose assets are included in such investment fund have been
disclosed to the Partnership in writing pursuant to this paragraph
(c); or

(d)  the Source is a governmental plan; or

(e)  the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit
plans, each of which has been identified to the Partnership in
writing pursuant to this paragraph (e); or

(f)  the Source does not include assets of any employee benefit
plan, other than a plan exempt from the coverage of ERISA.

As used in this Section 3.4, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account"
shall have the respective meanings assigned to such terms in Section
3 of ERISA.

SECTION 4.  CONDITIONS OF OBLIGATION TO PURCHASE NOTES.

Your obligation to purchase and pay for the Notes to be purchased by
you hereunder on the Closing Date shall be subject to the
satisfaction, prior to or concurrently with such purchase and
payment, of the following conditions:

S4.1 Opinion of Special Counsel for You and the Other Purchasers.
You shall have received from Day, Berry & Howard, who are acting as
special counsel for you and the Other Purchasers in connection with
the transactions contemplated by this Agreement, an opinion, dated
the Closing Date, in form and substance satisfactory to you, to the
effect specified in Schedule IV-A hereof.

S4.2 Opinions of Counsel for the Partnership.  You shall have
received from Lawrence R. Sobol, Esq., and Bryan Cave, counsel for<PAGE>





the Partnership, opinions, dated the Closing Date, in form and
substance satisfactory to you and your special counsel, to the
effect specified in Schedules IV-B and IV-C, respectively, hereof.

S4.3 Performance of Obligations.  The Partnership shall have
performed its obligations to be performed hereunder prior to or on
the Closing Date, and you shall have received an Officer's
Certificate, dated the Closing Date, to that effect.

S4.4 Representations True.  The representations and warranties of
the Partnership contained in Sections 2 and 3 hereof shall be true
on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of the
Closing Date, and you shall have received an Officer's Certificate,
dated the Closing Date, to that effect.

S4.5 State Financial Responsibility Laws.  At the time of the
closing and after giving effect to the issuance of the Notes and the
incurrence of the Indebtedness represented thereby, the Partnership
shall be in compliance with all applicable financial responsibility
laws and regulations of each jurisdiction in which the Partnership
is registered as a broker-dealer and the Partnership shall have
delivered or caused to be delivered to you an Officer's Certificate,
dated the Closing Date and satisfactory in form and substance to you
and your special counsel, as to such matters of fact as you may
reasonably request to enable you to determine such compliance.

S4.6 Approval of Agreement.  This Agreement shall have been filed
with the SEC, if required, and the Examining Authority in accordance
with Appendix D to Rule 15c3-1, shall have been examined by the
SEC's applicable Regional Office or the Examining Authority and the
Examining Authority shall have found it acceptable, and you shall
have received evidence of such filing and acceptance.

S4.7 Sale of Notes to Other Purchasers.  On the Closing Date, the
Other Purchasers shall each purchase the aggregate principal amount
of Notes listed in Schedule I to be purchased by it on the Closing
Date.

S4.8 Legality.  The Notes shall qualify as a legal investment for
you and the Other Purchasers under all applicable laws (without
resort to any so-called "basket clause" of any such law, except with
respect to the laws of the Commonwealth of Massachusetts), and the
Partnership shall have delivered to you, if requested by you, an
Officer's Certificate, dated the Closing Date and satisfactory in
form and substance to you and your special counsel, certifying as to
such matters relevant to such qualification as you may request.

S4.9 Proceedings, Instruments, etc.  All proceedings and actions
taken on or prior to the Closing Date in connection with the
transactions contemplated by this Agreement, and all instruments
incident thereto, shall be in form and substance satisfactory to you
and your special counsel, and you and said special counsel shall
have received copies of all such documents that you or they may<PAGE>





reasonably request in connection with such proceedings, actions and
transactions, in form and substance satisfactory to you and said
special counsel.

S4.10  Consents to Amendment.  You shall have received from the
holders of at least 60% in aggregate principal amount of the
outstanding 1992 Notes and from the holders of at least 60% in
aggregate principal amount of the outstanding 1994 Notes duly
executed consents to amendments of the 1992 Agreements and the 1994
Agreements, respectively, to conform the covenants and related
provisions therein to the provisions of this Agreement.

SECTION 5.  EXPENSES.

Whether or not the Notes shall be sold or this Agreement shall be
terminated, the Partnership will pay, and will save you harmless
against liability for, all costs and expenses relating to this
Agreement and the Notes, and to any modification, amendment,
alteration or enforcement of this Agreement or the Notes (whether or
not the same shall have come into effect), including, without
limitation:

(1)  the cost of preparing, printing or word processing and
reproducing this Agreement and the Notes, and every instrument of
modification, amendment or alteration;

(2)  the reasonable fees and disbursements of special counsel for
you and the Other Purchasers, of local counsel for you and the Other
Purchasers, if any, and of all counsel for the Partnership;

(3)  your out-of-pocket expenses;

(4)  the cost of delivering to your home office, insured to your
satisfaction, the Notes purchased by you on the Closing Date, any
Note surrendered by you to the Partnership pursuant to this
Agreement and any Note issued to you in substitution or replacement
for a surrendered Note;

(5)  all costs and expenses (including, without limitation, legal
fees and disbursements) relating to any amendments, waivers or
consents involving the provisions hereof, or of the Notes;

(6)  all reasonable costs and expenses (including, without
limitation, legal fees and disbursements) relating to the
enforcement of this Agreement or the Notes; and

(7)  the broker's or finder's fees of any Person in connection with
the initial sale of the Notes, it being represented and warranted by
the Partnership that any such Person acted solely as agent for the
Partnership and not as agent for you or the Other Purchasers.

The obligations of the Partnership under this Section 5 shall
survive the payment of or prepayment of the Notes, and the
termination of this Agreement.<PAGE>





SECTION 6.  CERTAIN SPECIAL RIGHTS.

S6.1 Home Office Payment.  Notwithstanding any provision to the
contrary in this Agreement or the Notes, the Partnership will
punctually pay in immediately available funds all amounts payable to
you or any other institutional holder of Notes with respect to any
Notes held by you or it (without the necessity for any presentation
or surrender thereof or any notation of such payment thereon) in the
manner specified in Schedule I or in any other reasonable manner you
or such institutional holder may direct in writing.  You agree that,
as promptly as practicable after the payment or prepayment in whole
of any Note held by you or your nominee and receipt by you of a
written request from the Partnership to surrender such Note to the
Partnership for cancellation, you will surrender such Note at the
office of the Partnership maintained pursuant to Section 12.1
hereof.  If you or any other institutional holder which elects the
benefit of this Section sell, assign or transfer any Note, you or it
will, prior to any such sale, assignment or transfer, (i) make a
proper notation thereon of the amount of principal paid thereon as
of the date of such sale, assignment or transfer and (ii) promptly
notify the Partnership of the name and address of the transferee of
the Note so transferred.

S6.2 Issue Taxes.  The Partnership will pay all taxes in connection
with the execution and delivery of this Agreement, and the issuance
and sale of the Notes, and in connection with any modification of
this Agreement or the Notes and will save you and any subsequent
holder of Notes harmless, without limitation as to time, against any
and all liabilities (including, without limitation, any interest or
penalty for nonpayment or delay in payment, or any income taxes paid
by you in connection with any reimbursement by the Partnership) with
respect to all such taxes.

The obligations of the Partnership under this Section 6.2 shall
survive the payment or prepayment of the Notes, and the termination
of this Agreement.

SECTION 7.  SUBORDINATION OF NOTES.

S7.1 Subordination to Partnership Senior Debt.  The obligations of
the Partnership under the Notes with respect to the payment of
principal and interest thereon are and shall be subordinate in right
of payment and subject to the prior payment or provision for payment
in full of all Senior Claims of all present and future creditors of
the Partnership (claims hereunder shall rank pari passu with all
other subordinated claims except Limited Partnership Interests,
General Partners' Interests and Junior Debt, all of which shall be
fully subordinated to the Notes) arising out of any matter occurring
prior to the date on which the Partnership's obligation to make such
payment matures consistent with the provisions hereof.  In the event
of the appointment of a receiver or trustee of the Partnership or in
the event of its insolvency, liquidation pursuant to SIPA or
otherwise, bankruptcy, assignment for the benefit of creditors,
reorganization whether or not pursuant to bankruptcy laws, or any<PAGE>





other marshalling of the assets and liabilities of the Partnership,
no holder of Notes asserting a claim hereunder shall be entitled to
participate or share, ratably or otherwise, in the distribution of
the assets of the Partnership until all Senior Claims of all present
and future creditors of the Partnership have been fully satisfied,
or adequate provision has been made therefor.  The holders of the
Notes shall, to the extent of such distributions to such creditors,
be subrogated to the rights of such creditors to further
distributions on account thereof.  For the purposes of this Section
7.1, claims under Indebtedness required to be subordinated to the
Notes shall not be deemed to be claims of creditors.

S7.2 Partnership Agreement Regarding Subordination of Debt to
Partners, etc.  The Partnership Agreement shall provide that the
Partnership will not, and will not permit any Subsidiary, directly
or indirectly, to incur, assume or otherwise become or be or remain
liable to any partner, officer or director, or any former partner,
officer or director, of the Partnership or any Subsidiary, or to the
heirs or legal representatives of any such Person, with respect to
any Indebtedness related to such Person's status as a partner,
director or officer of the Partnership or any Subsidiary (but
excluding in any event Indebtedness with respect to any account of
such Person or such heirs or legal representatives for transactions
in securities or commodities), unless such Indebtedness shall be
subordinated to the Notes to at least the same extent as the Notes
are subordinated to the claims of creditors pursuant to Section 7.1
hereof.

S7.3 Purpose of the Subordination.  The provisions of this Section 7
are solely for the purpose of defining the relative rights of the
holders of the Notes and other creditors of the Partnership and
nothing contained in this Section or elsewhere in this Agreement or
in the Notes shall impair, as between the Partnership and the
holders of the Notes, the obligation of the Partnership, which is
unconditional and absolute, to pay to the holders of the Notes the
principal of, premium, if any, and interest on the Notes in
accordance with their terms.

S7.4 Rank of the Notes.  The Notes rank on a parity with the
Partnership's other Subordinated Debt and all other obligations of
the Company ranking on a parity with such Subordinated Debt, and all
claims under the Notes are and shall be senior in right of payment
to all claims of Partners with respect to Limited Partnership
Interests and General Partners' Interests and to all Junior Debt.

SECTION 8.  PARTNERSHIP-SUSPENDED REPAYMENT.

The Partnership's obligation to pay all or part of the principal
amount of the Notes on any Scheduled Maturity Date or Accelerated
Maturity Date shall be suspended and the obligation shall not mature
(except as otherwise provided in Sections 14.1 and 14.2 hereof) for
any period of time during which, after giving effect to such payment
(together with (a) the payment of principal under any other
obligation of the Partnership (except any Limited Partnership<PAGE>





Interests, General Partners' Interests and Junior Debt) payable at
or prior to such payment of the Notes and (b) the return of any
Secured Demand Note and the Collateral therefor held by the
Partnership (except for any Secured Demand Note that constitutes
Junior Debt and the Collateral related thereto) and returnable at or
prior to the aforesaid payment of the Notes):

(i)  in the event that the Partnership is not operating pursuant to
the Alternative Net Capital Requirement provided for in paragraph
(a)(1)(ii) of Rule 15c3-l, the Aggregate Indebtedness of the
Partnership would exceed 1200% of its Net Capital at the time
payment is to be made (or such other percentage as may be made
applicable to the Partnership at the time of such payment by the
self-regulatory or governmental agencies or bodies having
appropriate authority), or

(ii) in the event that the Partnership is operating pursuant to the
Alternative Net Capital Requirement, the Net Capital of the
Partnership would be less than 5% of aggregate debit items computed
in accordance with Exhibit A to Rule 15c3-3 under the Securities
Exchange Act or any successor rule as in effect at such time (or
such other percentage as may be made applicable to the Partnership
at such time by the self-regulatory or governmental agencies or
bodies having appropriate authority), or

(iii)     in the event that the Partnership is registered as a
futures commission merchant under the CEA, the net capital of the
Partnership (as defined in the CEA or the regulations thereunder as
in effect at the time of such payment) would be less than 6% (or
such other percentage as may be made applicable to the Partnership
at the time of such payment by the CFTC) of the funds required to be
segregated pursuant to the CEA and the regulations thereunder and
the foreign futures or foreign options secured amounts (less the
market value of commodity options purchased by option customers on
or subject to the rules of a contract market or a foreign Board of
Trade, each such deduction not to exceed the amount of funds in the
option customer's account and the foreign futures or foreign options
secured amounts), or

(iv)      the Partnership's Net Capital, as defined in Rule 15c3-1
or any successor rule as in effect at the time of such payment,
would be less than 120% (or such other percentage as may be made
applicable to the Partnership at the time of such payment by the
self-regulatory or governmental agencies or bodies having
appropriate authority) of the minimum dollar amount required by Rule
15c3-1 as in effect at such time (or such other dollar amount as may
be made applicable to the Partnership at the time of such payment by
the self-regulatory or governmental agencies or bodies having
appropriate authority), or

(v)  in the event that the Partnership is registered as a futures
commission merchant under the CEA and if its net capital, as defined
in the CEA or the regulations thereunder as in effect at the time of
such payment, would be less than 120% (or such other percentage as<PAGE>





may be made applicable to the Partnership at the time of such
payment by the CFTC) of the minimum dollar amount required by the
CEA or the regulations thereunder as in effect at such time (or such
other dollar amount as may be made applicable to the Partnership at
the time of such payment by the CFTC), or

(vi)      in the event that the Partnership is subject to the
provisions of paragraph (a)(6)(v) or (a)(7)(iv) or (c)(2)(x)(B)(l)
of Rule 15c3-1, the Partnership would not be in compliance with any
such paragraph;

and during any such suspension the Partnership shall, as promptly as
is consistent with the protection of its customers, reduce its
business to a condition whereby the payment of the principal amount
of the Notes so suspended could be paid in accordance with the terms
of this Section 8, at which time the Partnership shall repay the
aforesaid principal amount of the Notes plus accrued interest
thereon on not less than five (5) days' prior written notice to the
Exchange.  The payment of the principal amount of the Notes so
suspended shall be due and payable on the first day on which
pursuant to the preceding sentence the Partnership has an obligation
to make such payment.  If pursuant to the terms hereof the
Partnership's obligation to pay said principal amount is suspended,
the Partnership and you recognize and agree that the Partnership may
be summarily suspended by the Exchange.  The Partnership agrees
that, if its obligation to pay any portion of the principal amount
of the Notes is ever suspended for a period of six (6) months or
more, it will promptly take whatever steps are necessary to effect a
rapid and orderly complete liquidation of its business.  If payment
is made of all or any part of the principal of the Notes on a
Scheduled Maturity Date and if as a result of, and immediately after
giving effect to, any such payment the Partnership's Net Capital, or
net capital (as defined in the CEA or regulations thereunder), is
less than would be required to make such payment without suspension
pursuant hereto, you agree (whether or not you had any knowledge or
notice of such fact at the time of any such payment) to repay to the
Partnership, its successors or assigns, the sum of the Notes so
paid, to be held by the Partnership pursuant to the provisions
hereof as if such payment had never been made; provided, however,
that any suit for the recovery by the Partnership or its successors
or assigns of any such payment must be commenced within two (2)
years of the date of such payment.  The Partnership shall deliver to
you an Officer's Certificate within ten (10) days after any payment
by it of all or part of the principal amount of the Notes stating
whether or not such payment is subject to repayment as set forth in
the preceding sentence.

In the event the Partnership's obligation to make any principal
payment with respect to the Notes is suspended for any period, or
you or any other holder of the Notes from time to time are required
to repay any principal payment received during any period, pursuant
to this Section, interest shall accrue and be payable with respect
to the Notes at the rate payable on overdue principal pursuant to
Section 1.1, for the period during which the Partnership's<PAGE>





obligation to make principal payments is suspended and continuing
until you and all other holders have received payment in full of all
such suspended or repaid principal payments.

SECTION 9.  RESTRICTION ON PERMISSIVE PREPAYMENT OF NOTES.

The Partnership may prepay the Notes at its option only in
accordance with Sections 7.1 and 10.2 hereof and only with the prior
written permission of the Exchange (a "Permissive Prepayment"). No
Permissive Prepayment shall be made, however, if after giving effect
thereto and to all other payments of principal under outstanding
Subordination Agreements of the Partnership, including the return of
any Secured Demand Note and the Collateral therefor held by the
Partnership (but excluding, in any case, Limited Partnership
Interests, General Partners's Interests and Junior Debt), the
maturity or accelerated maturity of which are scheduled to occur (x)
within six (6) months after the date such Permissive Prepayment is
to occur pursuant to the provisions of this Section, or (y) on or
prior to September 1, 2008, whichever date is earlier, without
reference to any projected profit or loss of the Partnership,

(i)  in the event that the Partnership is not operating pursuant to
the Alternative Net Capital Requirement provided for in paragraph
(a)(1)(ii) of Rule 15c3-l, the Aggregate Indebtedness of the
Partnership would exceed 1000% of its Net Capital (or such other
percentage as may be made applicable at such time to the Partnership
by the self-regulatory or governmental agencies or bodies having
appropriate authority), or

(ii) in the event that the Partnership is operating pursuant to such
Alternative Net Capital requirement, the Net Capital of the
Partnership would be less than 5% of its aggregate debit items
computed in accordance with Exhibit A to Rule 15c3-3 under the
Securities Exchange Act or any successor rule as in effect at such
time (or such other percentage as may be made applicable to the
Partnership at the time of such Permissive Prepayment by the self-
regulatory or governmental agencies or bodies having appropriate
authority), or

(iii)     in the event that the Partnership is registered as a
futures commission merchant under the CEA, the net capital of the
Partnership (as defined in the CEA or the regulations thereunder as
in effect at the time of such Permissive Prepayment) would be less
than 7% (or such other percentage as may be made applicable to the
Partnership at the time of such Permissive Prepayment by the CFTC)
of the funds required to be segregated pursuant to the CEA and the
regulations thereunder and the foreign futures or foreign options
secured amounts (less the market value of commodity options
purchased by option customers on or subject to the rules of a
contract market or a foreign Board of Trade, each such deduction not
to exceed the amount of funds in the option customer's account and
the foreign futures or foreign options secured amounts), or
(iv)      the Partnership's Net Capital, as defined in Rule 15c3-l
or any successor rule as in effect at the time of such Permissive<PAGE>





Prepayment, would be less than 120% (or such other percentage as may
be made applicable to the Partnership at the time of such Permissive
Prepayment by the self-regulatory or governmental agencies or bodies
having appropriate authority) of the minimum dollar amount required
by Rule 15c3-l as in effect at such time (or such other dollar
amount as may be made applicable to the Partnership at the time of
such Permissive Prepayment by the self-regulatory or governmental
agencies or bodies having appropriate authority), or

(v)  in the event that the Partnership is registered as a futures
commission merchant under the CEA, its net capital, as defined in
the CEA or the regulations thereunder as in effect at the time of
such Permissive Prepayment would be less than 120% (or such other
percentage as may be made applicable to the Partnership at the time
of such Permissive Prepayment by the CFTC) of the minimum dollar
amount required by the CEA or the regulations thereunder as in
effect at such time (or such other dollar amount as may be made
applicable to the Partnership at the time of such Permissive
Prepayment by the CFTC), or

(vi)      in the event that the Partnership is subject to the
provisions of paragraph (a)(6)(v) or (a)(7)(iv) or (c)(2)(x)(B)(1)
of Rule 15c3-1, the Partnership would not be in compliance with any
of such paragraphs.

If a Permissive Prepayment is made of all or any part of the
principal of the Notes prior to September 1, 2008 and if, as a
result of, and immediately after giving effect to, such payment of
principal, the Partnership's Net Capital, or net capital (as defined
in the CEA or regulations thereunder) is less than the amount
required to permit such a Permissive Prepayment pursuant to the
foregoing provisions of this Section, you agree (whether or not you
had any knowledge or notice of such fact at the time of such
Permissive Prepayment) to repay the Partnership, its successors or
assigns, the principal sum so paid, to be held by the Partnership
pursuant to the provisions hereof as if such Permissive Prepayment
had never been made; provided, however, that any suit for the
recovery by the Partnership, or its successors or assigns of any
such principal sum must be commenced within two (2) years of the
date of such Permissive Prepayment. The Partnership shall deliver to
you an Officer's Certificate within ten (10) days after any
Permissive Prepayment by it stating whether or not such principal
sum is subject to repayment as set forth in the preceding sentence.

In the event you or any other holder of the Notes from time to time
are required to repay pursuant to this Section the amount of any
Permissive Prepayment, interest shall accrue and be payable with
respect to the Notes at the rate payable on overdue principal
pursuant to Section 1.1., for the period from the date on which such
Permissive Prepayment was made until the Partnership is permitted to
make, and does make, such Permissive Prepayment to you and all other
holders again.

SECTION 10.  NOTE PREPAYMENTS.<PAGE>






S10.1     Prepayment Generally; Required Prepayments.  (a) The
Partnership agrees that no prepayment of the Notes, either in whole
or in part, will be made by it or on its behalf except in accordance
with Section 12.20 hereof or this Section 10.  Until the Notes shall
have been paid in full, the Partnership, subject to Section 8
hereof, will, without notice, prepay, without premium, $10,500,000
aggregate principal amount of the Notes on September 1, in each of
the years 2000 through 2007, inclusive, and will pay the remaining
principal amount at maturity together, in each case, with interest
accrued on the amount to be prepaid to the date of payment or
prepayment.  No partial prepayment made pursuant to Section 10.2
hereof shall reduce or otherwise affect the obligation of the
Partnership to make in full any scheduled prepayment required by
this Section 10.1, and any partial prepayment made pursuant to
Section 10.2 hereof shall be applied against the required payment of
the Notes at maturity, and the required prepayments of the Notes
under this Section 10.1, in inverse order of maturity.

(b)  In the event that:

          (i)  the General Partner sells or otherwise transfers its
partnership interest in the Partnership, or

          (ii) JFC, the sole limited partner of the Partnership and
the owner of all of the equity interest in the Partnership, sells or
otherwise transfers its partnership interest in the Partnership,
provided, however that the conversion of JFC to a limited liability
partnership or a limited liability company that is a successor to
all of the business of JFC and which is owned by the persons who
were the general and subordinated limited partners of JFC
immediately prior to the conversion (such partnership or company is
hereinafter referred to as a "JFC Direct Successor") shall not be
subject to this Section 10.1(b)(ii), or

               (iii)     (A) Persons who are general partners of JFC
or have similar responsibilities in a JFC Direct Successor or
limited liability partnership or limited liability company which
becomes the owner of the entirety of such persons' general
partnership interests in JFC or a JFC Direct Successor and who
devote their full time to the business of JFC, a JFC Direct
Successor or one of its Subsidiaries no longer have in the
aggregate, either directly or indirectly through such limited
liability partnership or limited liability company, more than 50% of
the partnership voting interests in JFC or the JFC Direct Successor,
or (B) one of such Persons has 20% or more of such aggregate voting
interests; or

          (iv) JFC or the JFC Direct Successor ceases to own all of
the Voting Stock of the General Partner,

then, upon the occurrence of any of such circumstances (hereinafter
referred to as a "Change of Ownership"), the Partnership shall
promptly give to each holder of the Notes a "Notice of Prepayment<PAGE>





Option."  For purposes of this Section 10.1(b), a "Notice of
Prepayment Option" shall mean an Officer's Certificate describing
the Change of Ownership and offering to prepay each holder's Notes
on the date which is 60 days after the date of such Notice of
Prepayment Option, at a prepayment price equal to 100% of the
outstanding principal amount thereof plus (i) interest accrued to
the date of prepayment and (ii) a premium equal to the Make Whole
Amount, if any, applicable to such prepayment, calculated on the
amount to be prepaid on the date of such prepayment but using the
Treasury Constant Yield as of the second Business Day immediately
preceding the prepayment date.  Any prepayment option so offered may
be exercised by any holder of a Note by delivery of written notice
of such holder's election to exercise such option to the Partnership
within 45 days of the receipt of such Notice of Prepayment Option.
If any holder of a Note so elects to exercise such option, the
Partnership shall prepay such holder's Notes in accordance with this
Section 10.1(b) on the date which is 60 days after the date of such
Notice of Prepayment Option.

S10.2     Optional Prepayments.  Subject to Section 9, in addition
to the prepayments required by Sections 10.1 and 12.20, upon the
terms and subject to the conditions hereinafter set forth, the
Partnership may, at its option, at any time, prepay the Notes in
whole, or from time to time in part in multiples of $500,000, at a
prepayment price equal to the aggregate principal amount so to be
prepaid, together with (i) accrued interest thereon to the date of
prepayment, and (ii) a premium equal to the Make Whole Amount, if
any, applicable to such prepayment.

S10.3     Notice of Prepayment.  Notice of any prepayment of Notes
pursuant to Section 10.2 hereof shall be given to each holder of
Notes not less than 30 nor more than 60 days before the date fixed
for prepayment (the "Optional Prepayment Date") and shall certify
(a) the Optional Prepayment Date, (b) the principal amount of Notes
to be prepaid on such Optional Prepayment Date, (c) the accrued
interest applicable to such prepayment and (d) an estimate of the
Make Whole Amount, if any, applicable to the prepayment and the
calculations by which such estimate was derived, assuming solely for
the purpose of making the estimate that the prepayment date is the
second Business Day immediately succeeding the date of such notice.
A second notice shall be given to each holder on the second Business
Day immediately preceding the Optional Prepayment Date and shall
specify the actual premium, if any, applicable to the prepayment,
computed on the amount to be prepaid on the Optional Prepayment Date
but using the Treasury Constant Yield as of the date such notice is
given.  Notice of prepayment having been so given, the aggregate
principal amount of Notes specified in such notice, together with
the premium, if any, and accrued interest thereon, shall become due
and payable on the Optional Prepayment Date fixed for such
prepayment.

S10.4     Partial Prepayment Pro Rata.  The aggregate principal
amount of each partial prepayment of Notes pursuant to Section
10.1(a) or 10.2 hereof shall be allocated among the holders of<PAGE>





Notes, in proportion, as nearly as practicable, to the respective
percentages of the aggregate unpaid principal amount of the Notes
then outstanding represented by the respective principal amount of
the Note or Notes held by each such holder then outstanding, with
adjustments, to the extent practicable, to compensate for any prior
prepayments not made in exactly such proportion.

SECTION 11.  REGISTRATION, EXCHANGE AND REPLACEMENT OF NOTES.

S11.1     Registration.  The Notes issuable under this Agreement
shall be registered Notes.  The Partnership will keep at its office
required to be maintained pursuant to Section 12.1 hereof books for
the registration, and registration of transfer of Notes.  Prior to
presentation of any Note for registration of transfer, the
Partnership shall treat the Person in whose name such Note is
registered as the owner and holder of such Note for all purposes
whatsoever, whether or not such Note shall be overdue, and the
Partnership shall not be affected by notice to the contrary.

S11.2     Exchange.  The holder of any Note, at its option, may
surrender the same for exchange at the office of the Partnership
maintained pursuant to Section 12.1 hereof, and promptly thereafter
and at the Partnership's expense (except as provided below), receive
in exchange therefor a new Note or Notes, as the case may be, each
in the denomination requested by such holder, dated the date to
which interest shall have been paid on the Note so surrendered, or,
if no interest shall have yet been so paid, then dated the date of
the Note so surrendered, and registered in the name of such Person
or Persons as such holder may request, for the same principal amount
as the then unpaid principal amount of the Note so surrendered.  The
Partnership may require payment of a sum sufficient to cover any
stamp or other tax or governmental charge imposed in respect of any
transfer involved in such exchange.

S11.3     Replacement.  Upon receipt by the Partnership of evidence
reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of any Note and (a) in the case of
loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided, however, that if the holder of such Note is you, or an
insurance company or other Institutional Investor with stated
capital and surplus in excess of $50,000,000, your or its own
agreement of indemnity shall be deemed to be satisfactory) or (b) in
the case of mutilation, upon surrender thereof, the Partnership, at
its expense, will execute and deliver in lieu thereof a new Note in
the same principal amount as the unpaid principal amount of such
Note and dated the date to which interest shall have been paid on
such Note, or, if no interest shall have yet been so paid, then
dated the date of such Note.

SECTION 12.  CERTAIN COVENANTS.

The Partnership covenants that on and after the date of this
Agreement, until the Notes are paid in full:<PAGE>





S12.1     Maintenance of Office.  The Partnership will maintain at
its headquarters at 12555 Manchester Road, St. Louis, Missouri
63131, an office where notices, presentations and demands in respect
of this Agreement and the Notes may be given to and made upon it;
provided, however, that it may, upon 15 days' prior written notice
to the holders of the Notes, move such office to any other location
within the continental boundaries of the United States.  The
Partnership hereby agrees that it will pay, and will save any holder
of a Note harmless against liability for, any stamp or other tax or
governmental charge imposed in respect of any transfer of a Note
made at a time when the books for the registration, and registration
of transfer, of Notes are maintained at an office outside the State
of Missouri, to the extent (if any) that such tax or charge exceeds
the amount that would have been payable had said books been
maintained in the State of Missouri; and said obligation of the
Partnership shall survive the payment or prepayment of the Notes and
the termination of this Agreement.

S12.2     ERISA.  Neither the Partnership nor any Subsidiary will at
any time permit any Plan maintained by it to:

(i)  engage in any "prohibited transaction" as such term is defined
in Section 4975 of the Internal Revenue Code of 1986, as amended, or
described in Section 406 of ERISA;

(ii) incur any "accumulated funding deficiency" as such term is
defined in Section 302 of ERISA, whether or not waived; or

(iii)     terminate under circumstances which could result in the
imposition of a Lien on the Property of the Partnership or any
Subsidiary pursuant to Section 4068 of ERISA.

S12.3     Partnership Existence.  The Partnership, subject to Rule
326(b) of the Exchange and Section 8 hereof, will take and fulfill,
or cause to be taken and fulfilled, all actions and conditions
necessary to preserve and keep in full force and effect its
existence, franchises, rights and privileges as a partnership and
the existence, franchises, rights and privileges as a partnership or
a corporation, as the case may be, of each of the Subsidiaries, and
will not liquidate or dissolve, or permit any of the Subsidiaries to
liquidate or dissolve, unless in the case of a Subsidiary its
liquidation or dissolution would not have a material adverse effect
on the business, prospects, earnings, properties or condition,
financial or otherwise, of the Partnership and will take and
fulfill, or cause to be taken and fulfilled, all actions and
conditions necessary to qualify, and to preserve and keep in full
force and effect its qualification, and that of each Subsidiary, to
do business as a foreign partnership or corporation in each
jurisdiction in which the character of the properties owned (or held
under lease) by it or any Subsidiary, respectively, or the nature of
their respective activities makes such qualification necessary.

S12.4     General Maintenance of Properties and Business, etc. The
Partnership and each Subsidiary will:<PAGE>






(a)  maintain its property in good condition and make all needful
and proper renewals, replacements, additions, betterments and
improvements thereof and thereto, so that the business carried on in
connection therewith may be conducted properly and efficiently at
all times;

(b)  maintain, with financially sound insurers of nationally
recognized stature and responsibility, insurance with respect to its
property and business of such a nature, with such terms and in such
amounts as a prudent person would maintain with respect to similar
properties and a similar business, and, in any event, will maintain
insurance on all its property of a character usually insured by
corporations or partnerships engaged in the same or a similar
business similarly situated against loss or damage of the kinds and
in the amounts customarily insured against and for by such
corporations or partnerships and carry, with such insurers in
customary amounts, such other insurance, including public liability
insurance, as is usually carried by corporations or partnerships
engaged in the same or a similar business similarly situated;
provided, however, that (i) all insurance maintained pursuant to
this subsection (b) will be carried in amounts sufficient to prevent
the Partnership or any Subsidiary from incurring liability as a
coinsurer under law or the terms of the applicable policy or
policies, and (ii) neither the Partnership nor any Subsidiary shall
self-insure, except that each may self-insure as to the types of
risks against which it presently self-insures, so long as such self-
insured risks, in the aggregate, do not exceed at any time 10% of
the Partnership's assets as of the end of the then most recent
fiscal quarter of the Partnership; and, provided further, that for
the purposes of clause (ii) of the preceding proviso only, the term
"assets" shall not be deemed to include assets located at any branch
office of the Partnership other than the portion of assets located
at any such branch office carried on the books of the Partnership at
a value in excess of $500,000.  The Partnership and any Subsidiary
may self-insure both as to types of risks other than those, and
amount of risk in excess of that, permitted by the preceding
sentence if, and only if, whichever of them undertakes such
additional self-insurance shall establish and maintain on its books
adequate reserves therefor; and provided further, that so long as
the Partnership or any Subsidiary self-insures any risk, the
Partnership shall deliver annually to the holders of the Notes an
Officer's Certificate demonstrating that all necessary and adequate
reserves have been maintained with respect thereto.  Subject to the
conditions set forth in this subsection (b), the Partnership or any
Subsidiary may form a Subsidiary to undertake any activity that the
Partnership or any Subsidiary may undertake itself under this
subsection (b);

(c)  keep proper books of record and accounts with respect to all of
its business transactions in accordance with generally accepted
accounting principles in effect in the United States, which books of
record and accounts shall, in all material respects, be true,
correct and complete;<PAGE>






(d)  set aside on its books from its earnings for each fiscal year,
in reasonably adequate amounts, all proper accruals and reserves
that, in accordance with generally accepted accounting principles,
should be set aside from such earnings in connection with its
business, including reserves for litigation, depreciation,
obsolescence and/or amortization, and accruals for taxes based on or
measured by income or profits and for all other taxes; and

(e)  at all times maintain and keep in full force and effect its
rights and franchises material to its business and its memberships
in such Business Associations as are necessary to enable it to
engage (in the case of those entities presently so engaged) in the
business of a securities broker, dealer or underwriter, or financial
services institution and take all actions necessary to comply with
the rules and regulations, as in effect from time to time, of such
Business Associations and each other association, corporation or
governmental authority to which it is subject.

S12.5     Compliance with Law.  Neither the Partnership nor any
Subsidiary will, (a) violate any laws, ordinances, governmental
rules or regulations (including, without limitation, environmental
and safety laws and regulations) to which it is or may become
subject, or (b) fail to obtain or maintain any patents, trademarks,
service marks, trade names, copyrights, design patents, licenses,
permits, franchises or other governmental authorizations necessary
to the ownership of its property or to the conduct of its business,
if the violation or failure with respect to clause (a) or (b) of
this Section 12.5 might materially adversely affect the business,
prospects, earnings, properties or condition, financial or other, of
the Partnership or any Subsidiary.

S12.6     Payment of Taxes and Claims.  (a) The Partnership and each
Subsidiary will pay and discharge promptly:

(i)  all taxes, assessments and governmental charges and levies
imposed upon it, its income or profits or any of its properties,
before the same shall become delinquent, and

(ii) all lawful claims of materialmen, mechanics, carriers,
warehousemen, landlords and other similar persons for labor,
materials, supplies and rentals that, if unpaid, might by law become
a Lien upon its property; provided, however, that none of the
foregoing need be paid while the same is being contested in good
faith by appropriate proceedings diligently conducted so long as
adequate book reserves shall have been established in accordance
with generally accepted accounting principles with respect thereto,
the owning Person's title to the particular property is not
materially adversely affected and its right to use the particular
property in the ordinary course of business is not materially
interfered with.

(b)  The Partnership and each Subsidiary will pay all obligations
not specified in subsection (a) of this Section 12.6 when due,<PAGE>





except such as may be contested in good faith by appropriate
proceedings without materially adversely affecting the Company's or
a Subsidiary's property or interfering with the conduct of its
business.

S12.7     Transactions with Affiliates.  Neither the Partnership nor
any Subsidiary will enter into any transaction (including, without
limitation, the purchase, sale or exchange of any property, the
rendering of any services, and the payment of management fees) with
any Affiliate, except, in each case, in the ordinary course of, and
pursuant to the reasonable requirements of, the business of the
Partnership or such Subsidiary, as the case may be, and in good
faith and upon commercially reasonable terms that are no less
favorable to the Partnership or such Subsidiary, as the case may be,
than would obtain in a comparable arm's length transaction with a
Person not an Affiliate; provided, however, that (i) the Partnership
may provide managerial services and overhead to EDJ Leasing Co., a
Missouri partnership, to the extent the value of such services and
overhead (valued at the higher of cost or fair market value) does
not exceed $100,000 per fiscal year and (ii) the Partnership may pay
management fees to JFC in an aggregate amount not exceeding the sum
of (x) the reasonable salaries of the general partners of JFC and
(y) the amounts paid by JFC to its limited partners representing
guaranteed payments of 7-1/2% per annum on the principal amounts of
their respective capital contributions to JFC.

S12.8     Sale of Receivables.  Neither the Partnership nor any
Subsidiary will sell with recourse, or sell for less than the
greater of the face value or the fair market value thereof, any of
its accounts, bills or notes receivable, except as required pursuant
to Rule 326(b) of the Exchange or Section 8 hereof.

S12.9     Notice of Certain Events and Conditions.  The Partnership
will give prompt written notice to each holder of an outstanding
Note of (i) any event of acceleration or event of default (or other
event or condition that, after notice or the passage of time or
both, could become an event of acceleration or event of default)
under any evidence of Indebtedness (including the Notes) of the
Partnership or of any Subsidiary of which the Partnership has
knowledge, or under any indenture, mortgage or other agreement
relating to any such evidence of Indebtedness (including this
Agreement) or under any material lease or any preferred stock, for
or in respect of which the Partnership or any Subsidiary may be
liable, or (ii) the giving by any holder of a Note or any other
evidence of Indebtedness or other Security of the Company or a
Subsidiary of notice with respect to a claimed event of acceleration
or event of default or any other such condition or event.

S12.10    Tax Consolidation.  Neither the Partnership nor any
Subsidiary shall file or consent to the filing of a consolidated tax
return with any Person, unless required to do so by applicable law;
provided, however, that to the extent any such law requiring said
tax consolidation permits those entities joining in a consolidated
tax return discretion as to the sharing of or apportionment of any<PAGE>





tax benefits or liabilities, or in any other respect, the
Partnership and each Subsidiary, or any of them, as the case may be,
shall exercise such discretion only in accordance with the
directions of, or restrictions imposed by, at least 65% of the
holders of Notes then outstanding, and such subsequent directions or
restrictions as said percentage of holders of Notes outstanding may
impose.

S12.11    Inspection.  The Partnership will permit any holder of an
outstanding Note, by its representatives, agents or attorneys, to
examine all books of account, records, reports and other papers of
the Partnership and each Subsidiary (including, without limitation,
copies of all income and other tax returns), to make copies and take
extracts from any thereof, to discuss the affairs, finances and
accounts of the Partnership and each Subsidiary with their
respective officers and independent certified public accountants
(and by this provision the Partnership (as to itself and all its
Subsidiaries) hereby authorizes said accountants to discuss with any
such holder the finances and accounts of the Partnership and each
Subsidiary) and to examine the properties of the Partnership and
each Subsidiary. Each such inspection shall be made at such
reasonable times, and as often as reasonably requested, and shall be
at the expense of the Person making the inspection, unless such
inspection shall be made during the continuance of an Event of
Acceleration or Event of Default (in which event, all expenses
incurred by such Person with respect to such inspection shall be
borne by the Partnership).  Notwithstanding the foregoing, all
expenses in connection with any such inspection incurred by the
Partnership or any Subsidiary, any officers and employees of any
thereof and the independent certified public accountants of any
thereof shall be expenses payable by the Partnership and shall not
be expenses of the Person making the inspection.

S12.12    Purchase of Notes.  Neither the Partnership nor any
Subsidiary or Affiliate, will, directly or indirectly, purchase or
contract to purchase any outstanding Notes, except as a direct
result of prepayments or payments permitted or required by the
express terms of this Agreement.

S12.13    Guaranties of Affiliate Obligations.  Any other provision
hereof notwithstanding, the Partnership will not cause or permit
Indebtedness permitted by Section 12.17 hereof and attributable to
any guaranty or guaranties by it in respect of any obligations of,
or otherwise in support of, any of its Affiliates to at any time
exceed 10% of Partnership Capital in the aggregate.

S12.14    Nature of Partnership's Business. The principal business
of the Partnership and its Subsidiaries, taken on a consolidated
basis, shall not include any activities or enterprises not
customarily engaged in by corporations or partnerships in the retail
investment brokerage business; provided, however, that this Section
12.14 shall not be construed to prevent the Partnership or any
Subsidiary from ceasing to conduct any currently existing business
activities of any thereof if the Partnership shall continue to<PAGE>





conduct such activities and enterprises as are customarily engaged
in by corporations or partnerships in the retail investment
brokerage business.  The business of the Partnership and the
Subsidiaries shall continue to be conducted solely in the United
States, except that:  (A) the Partnership may conduct business in
Canada and any nation which is a member of the European Economic
Community through a Subsidiary or Affiliate; provided that the
aggregate of (i) the Partnership's or a Subsidiary's investment in
all such Subsidiaries or Affiliates and (ii) the amount of any
guaranty or guaranties by the Partnership or a Subsidiary in respect
of any obligations of, or otherwise in support of, any such
Subsidiary or Affiliate, shall at no time exceed ten percent (10%)
of Partnership Capital, and (B) the Partnership itself may directly
conduct business within Canada and any nation which is a member of
the European Economic Community provided that the aggregate amount
of the assets of the Partnership and its Subsidiaries on a
consolidated basis used in business in Canada and any nation which
is a member of the European Economic Community shall at no time
exceed ten percent (10%) of the Partnership's total assets, as would
be reflected on a consolidated balance sheet of the Partnership at
such time prepared in accordance with generally accepted accounting
principles as in effect at such time; and provided further that the
Partnership may not simultaneously conduct business in any
individual country outside the United States, whether it be Canada
or a nation which is a member of the European Economic Community,
directly itself and indirectly through a Subsidiary or Affiliate.

S12.15    Partnership Net Capital.  The Partnership shall maintain
Net Capital in an amount equal to 150% of the greater of (a) the
amount of Net Capital required for expansion of a member
organization's business pursuant to Rule 326(a) of the Rules of the
Board of Directors of the Exchange or (b) the amount so required
pursuant to any parallel regulation of the SEC applicable to the
Partnership, in either case without regard for any grace periods
therein set forth; provided, however, that, should any such rule or
regulation be amended, the amount of Net Capital required for
expansion of business provided in such amended rule or regulation
shall replace the amount in effect on the date hereof as the basis
for the calculation set forth in the preceding clauses only if such
amount is greater than said amount given effect herein, and any
succeeding amendments shall be given effect herein only to the
extent that the amounts set forth therein are greater than the
amount given effect herein immediately prior to the promulgation of
such amendment; and, provided further, that should both such rule
and any parallel regulation of the SEC lapse or be repealed, and
should there be no rule or regulation promulgated by either the
Exchange or the SEC in replacement of either thereof, the
Partnership shall maintain its Net Capital in an amount equal to
150% of the amount so required by the last such rule or regulation
to be given effect herein.  This covenant, as provided in the
preceding sentence, shall survive and be of continuing effect
despite the abandonment, if any, by either the Exchange or the SEC,
or both, of regulation of the Net Capital of the Partnership.<PAGE>





S12.16    Partnership Capital and Restricted Distributions.

(a)  The Partnership shall maintain Partnership Capital at all times
in an amount at least equal to $165,000,000.

(b)  Neither the Partnership nor any Consolidated Subsidiary will,
directly or indirectly, declare or make, or incur any liability to
make, any Restricted Distribution, unless at the time of so
declaring, making or incurring such liability to make such
Restricted Distribution, and after giving effect thereto, no Event
of Acceleration or Event of Default (or condition or event which
after notice or lapse of time would constitute an Event of
Acceleration or Event of Default) shall exist.

S12.17    Partnership Indebtedness.  Neither the Partnership nor any
Consolidated Subsidiary shall create, incur or assume, or in any
manner otherwise be or become liable, contingently or otherwise,
with respect to, or maintain or suffer to exist, any Indebtedness
other than Junior Debt, except:

(a)  Indebtedness evidenced by the Notes, the 1992 Notes and the
1994 Notes;

(b)  Additional Subordinated Debt, if immediately after the
incurrence thereof, and giving effect thereto, total Subordinated
Debt would not exceed 50% of Total Capitalization;

(c)  Additional Subordinated Debt in addition to that permitted by
paragraph (b) of this Section 12.17; provided, however, that the
Additional Subordinated Debt permitted by this paragraph (c) shall
not exceed $10,000,000 and shall arise under a revolving credit
agreement or a similar credit facility, maintained in accordance
with paragraph (c)(5)(i) of Appendix D to Rule 15c3-1; and, provided
further, that any funds so drawn shall be used solely for the
purpose of the Partnership's participation as an underwriter of
securities as provided in said regulation;

(d)  any short-term Indebtedness resulting from Credit Balances and
similar payables, Day Loans, Street Loans, Unsecured Bank Overdrafts
and other short-term obligations and liabilities to customers,
brokers, banks and others incurred in the ordinary course of the
Partnership's business as such business is described in Item 1 of
Part 1 of the Form 10-K; provided, however, that if any such
Indebtedness is subject to regulation in any respect (including,
without limitation, as to security therefor) by the SEC, Board of
Governors of the Federal Reserve System, or any other governmental
entity or Business Association, any such Indebtedness shall be
permitted pursuant to this Section 12.17, if and only if such
Indebtedness conforms in all respects to any applicable regulations,
rules, orders or directions of any thereof; and

(e)  Indebtedness secured solely by equipment owned by the
Partnership, provided that (i) any Indebtedness permitted by this
paragraph (e) shall be evidenced by (x) a Capital Lease or (y) a<PAGE>





signed instrument expressly prohibiting recourse in respect of any
such Indebtedness against the Partnership or any Subsidiary thereof,
or any officer or director (past, present or future) of any thereof,
and (ii) the aggregate Indebtedness permitted by this paragraph (e)
shall not exceed $50,000,000 or 20% of Net Capital, whichever is
greater.

S12.18    Lease Obligations.  Neither the Partnership nor any
Consolidated Subsidiary will become liable, renew or extend as
lessee under any Long Term Lease if, after giving effect thereto,
the aggregate rental and other amounts payable in any fiscal year of
the Partnership in respect of all Long Term Leases under which the
Partnership or any Consolidated Subsidiary is lessee or is otherwise
directly or indirectly liable (whether or not contingently) would at
any time exceed 15% of Partnership Revenues for, and as of the end
of, the immediately preceding fiscal year.

S12.19    Restricted Investments.  At no time will the Partnership
or a Consolidated Subsidiary make, or become obligated to make,
directly or indirectly, a Restricted Investment, if, after giving
effect thereto the aggregate amount of Restricted Investments
(including ones as to which an obligation to make has been incurred,
directly or indirectly) of the Partnership and its Consolidated
Subsidiaries would exceed 15% of Partnership Capital.
S12.20    Merger, Consolidation or Transfer of Assets.
(a) The Partnership will not consolidate with or merge into any
other Person (including any of its Affiliates), nor will the
Partnership permit or suffer any other Person (including any of its
Affiliates) to consolidate with or merge into it, nor will the
Partnership, directly or indirectly, in one or more transactions
(except in the ordinary course of its business as described in Item
1 of Part 1 of the Form 10-K), sell, transfer, assign, lease (as
lessor), abandon or otherwise dispose of all, or substantially all,
of its assets or buy, lease or otherwise acquire all, or
substantially all, of the assets of any other Person unless, in any
such case, (i) such combination, transaction or action shall occur
at least 12 months after the Closing Date and (ii) at least 60 days
prior to the effective date of such combination, transaction or
action all of the holders of the Notes shall have received from the
Partnership a "Notice of Prepayment Option."  For purposes of this
Section 12.20, a "Notice of Prepayment Option" shall mean an
Officer's Certificate containing the principal terms and anticipated
date of, and describing the parties to, such combination,
transaction or action and offering to prepay each holder's Notes on
a date not less than 46 days after the date upon which the last
holder to do so receives a Notice of Prepayment Option, but prior to
the effective date of such combination, transaction or action, at a
prepayment price equal to 100% of the outstanding principal amount
thereof plus (i) interest accrued to the date of prepayment and (ii)
a premium equal to the Make Whole Amount, if any, applicable to such
prepayment, calculated on the amount to be prepaid on the date of
such prepayment but using the Treasury Constant Yield as of the
second Business Day immediately preceding the prepayment date.  Any
prepayment option so offered may be exercised by any holder of a<PAGE>





Note by delivery of written notice of such holder's election to
exercise such option to the Partnership within 45 days of the date
the last holder to do so receives a Notice of Prepayment Option.
The Partnership, or its successor, as the case may be, shall deliver
to each recipient of a Notice of Prepayment Option an Officer's
Certificate reporting any failure to timely consummate the proposed
combination, transaction or action, or if timely consummated,
describing the actual principal terms thereof and reporting the
parties thereto (the "Second Notice").  In the event that such
combination, transaction or action shall not have been timely
consummated, or shall have been consummated on terms substantially
different, or with parties different, from those described or
related in the Notice of Prepayment Option, each recipient of a
Second Notice shall have 45 days in which to affirm or revoke its
initial election.  In the event of any such revocation the
Partnership shall have 30 days from notice thereof to, as the case
may be, prepay such recipient's Notes or re-issue and accept
reimbursement for any Notes earlier prepaid in accordance with this
Section 12.20.  If, following the receipt of a Notice of Prepayment
Option or a Second Notice, more than one holder elects to have its
Notes prepaid, the Notes of all holders making such election shall
be prepaid at the same time.

S12.21    Limitation on Liabilities.  The Partnership will not cause
or permit the aggregate amount of liabilities of the Partnership and
its Consolidated Subsidiaries that could possibly arise at any time
out of, or in relation to, the Partnership's or a Consolidated
Subsidiary's ownership, directly or indirectly, of any interest or
interests in limited partnerships or other entities which may be
Affiliates or Subsidiaries of the Partnership (other than
liabilities permitted by Section 12.13) to exceed $15,000,000.  Any
such interest of the Partnership or a Consolidated Subsidiary
acquired by it after the date of this Agreement shall be owned only
indirectly by it, and only through a series of affiliated entities
including at least one duly organized and validly existing
corporation which is in good standing under the laws of its
jurisdiction of incorporation and is at all times adequately
capitalized and as to which all corporate formalities are at all
times observed.

The Partnership shall not be a general partner in any general or
limited partnership other than EDJ Insurance Agency of California, a
California general partnership.

S12.22    Change of Examining Authority.  The Partnership shall
promptly give notice to the holders of the Notes of any change in
its Examining Authority, and shall include in its notice the address
of the new Examining Authority.

SECTION 13.  INFORMATION TO BE FURNISHED HOLDERS OF NOTES.

S13.1     Financial Statements, Reports, etc.  The Partnership will
deliver to each holder of a Note:<PAGE>





(a)  as soon as practicable and, in any case, within 90 days after
the close of each fiscal year, two copies (together with a further
copy which the Partnership shall deliver directly to the National
Association of Insurance Commissioners, Securities Valuation Office,
195 Broadway, N.Y., N.Y. 10007) of the consolidated statement of
financial condition of the Partnership and its Consolidated
Subsidiaries setting forth its financial condition as of the end of
such fiscal year, together with consolidated statements of income,
cash flows, changes in partnership capital and changes in
liabilities subordinated to claims of general creditors of the
Partnership for such fiscal year, in each case setting forth, in
comparative form, the figures for the preceding fiscal year, all in
reasonable detail, such financial statements to be accompanied by an
opinion with respect thereto of Arthur Andersen LLP or another
Independent Certified Public Accountant, which opinion shall state
that (x) the examination of such accountants in connection with such
financial statements has been made in accordance with generally
accepted auditing standards, and, accordingly, included such tests
of the accounting records and such other auditing procedures as were
considered necessary in the circumstances, and (y) such financial
statements present fairly the financial condition of the Partnership
and Consolidated Subsidiaries at such date and the results of
operations thereof for such period and have been prepared in
accordance with generally accepted accounting principles
consistently applied, except for noted changes in application in
which such accountants concur;

(b)  as soon as practicable and, in any case, within 45 days after
the end of each of the first, second and third quarterly accounting
periods in each fiscal year, two copies of (i) an unaudited
consolidated statement of financial condition of the Partnership and
its Consolidated Subsidiaries as of the end of such accounting
period, and (ii) unaudited consolidated statements of income of the
Partnership and its Consolidated Subsidiaries for the quarterly
accounting period and for the fiscal year to date, setting forth in
each case in comparative form the figures for the corresponding
periods a year earlier, prepared and certified by the principal
financial officer of the Partnership as complete and correct, as
having been prepared in accordance with generally accepted
accounting principles consistently applied and as presenting fairly
such financial condition and results of operations, subject, in each
case, to changes resulting from year-end audit adjustments;

(c)  promptly upon receipt thereof, two copies of each report other
than those referred to in paragraph (a) hereof (including, without
limitation, the auditors' comment letter to management) submitted to
JFC, the Partnership or any Subsidiary by independent certified
public accountants in connection with any annual, interim or special
audit;

(d)  promptly upon distribution thereof, copies of all such
financial or other statements (including proxy statements) and
reports as JFC, the Partnership or any Subsidiary shall send to any<PAGE>





class of its partners or shareholders, as the case may be, its bank
lenders or holders of any issue of its debt securities;

(e)  promptly after filing thereof, copies of all reports, proxy
statements and registration statements that JFC, the Partnership or
any Subsidiary shall file with any securities exchange or the SEC,
or any governmental or public authority or agency substituted
therefor;

(f)  promptly upon receipt thereof, copies of all notices received
from United States, Canadian, state, provincial or local
governmental or public authorities or agencies relating to any
order, ruling, statute, regulation or other law or directive that
might materially adversely affect the financial condition or
business of the Partnership or any Subsidiary;

(g)  promptly after the institution of any suit, action or
proceeding against (or derivatively on behalf of) the Partnership or
any Subsidiary which involves a claim which (i) on its face seeks to
recover actual damages in excess of $500,000 or (ii) presents a
reasonable possibility of success by the claimant(s) of collecting
an amount (including damages, fees and expenses) in excess of
$500,000, a reasonably detailed written report thereof;

(h)  promptly, and in any event within 30 days, after the end of
each month, an Officer's Certificate setting forth a Net Capital
computation for the Partnership (or, if the Partnership is operating
pursuant to paragraph (a)(1)(ii) of Rule 15c3-1, an Alternative Net
Capital computation) as at the end of such month, and certifying
such computation as true and correct; provided, however, that so
long as (i) the Partnership shall be required to submit a monthly
report on Part I, II or IIA of Form X-17A-5 (and accompanying
information if any) to the SEC pursuant to Rule 17a-5 of the General
Rules and Regulations of the SEC under the Securities Exchange Act
and (ii) such report shall provide the computation required by this
paragraph (h), the Partnership may submit such report (and
accompanying information if any), certified as set forth above;

(i)  as soon as available, a copy of the annual audited report filed
by the Partnership pursuant to paragraph (d)(2) of Rule 17a-5 of the
General Rules and Regulations of the SEC under the Securities
Exchange Act, together with the supporting schedules filed with said
report pursuant to paragraph (d)(3) of said Rule; provided, however,
that should said Rule 17a-5 lapse or be repealed, in whole or in
part, the Partnership shall deliver such other information or
reports as it shall be required to file in its status as a broker or
dealer of securities with the SEC or any successor agency thereto;

(j)  immediately upon any partner or officer of the Partnership
obtaining knowledge of any new designation of an Examining
Authority, an Officer's Certificate specifying such new Examining
Authority;<PAGE>





(k)  immediately upon any partner or officer of the Partnership
obtaining knowledge of any condition or event which constitutes or
which, after notice or lapse of time or both, would constitute an
Event of Acceleration or an Event of Default, an Officer's
Certificate, specifying the nature and period of existence thereof
and what action the Partnership has taken or is taking or proposes
to take with respect thereto;

(l)  immediately upon becoming aware of the occurrence of any (i)
"reportable event," as such term is defined in Section 4043 of
ERISA, or (ii) "prohibited transaction," as such term is defined in
Section 4975 of the Code and Section 406 of ERISA, in connection
with any Plan or any trust created thereunder, a written notice
specifying the nature thereof, what action the Partnership is taking
or proposes to take with respect thereto, and, when known, any
action taken by the Internal Revenue Service or the Labor Department
with respect thereto;

(m)  at the time of release thereof, copies of all press releases of
the Partnership or any Subsidiary concerning any event or condition
material to the business, prospects, earnings, properties or
condition, financial or other, of any of them;

(n)  promptly after the execution thereof, a copy of each amendment
to the Partnership Agreement, other than an amendment made solely to
reflect additional capital contributions to the Partnership by a
Partner; and

(o)  promptly upon request therefor, such other data, filings and
information as any holder may from time to time reasonably request.

S13.2     Officer's Certificates.  Each set of financial statements
delivered pursuant to paragraph (a) or (b) of Section 13.1 hereof
shall be accompanied by an Officer's Certificate stating that the
Person signing the Certificate has reviewed the terms of this
Agreement, that a review of the affairs and activities of the
Partnership and the Subsidiaries has been made under such Person's
supervision and that, in such Person's opinion and to the best of
such Person's knowledge and belief, the Partnership and the
Subsidiaries were not upon the date of such certificate or at any
time during the period covered by said financial statements or
Officer's Certificate in default under any of the provisions of this
Agreement or the Notes, as the case may be, and setting forth in
reasonable detail the calculations made as at the end of such period
in determining compliance with the provisions of Sections 12.13
through 12.21 hereof, inclusive; provided, however, that, in the
event that any such default shall have occurred, such certificate
shall so specify and shall state whether such default has been cured
or is continuing and, if continuing, what steps the Partnership
proposes to take to cure such default and the time necessary so to
cure such default.  Each such Officer's Certificate shall also
specify, as applicable, either (i) the percent of Partnership
Capital invested in and guaranteeing the obligation of a Subsidiary
or Affiliate doing business in Canada or (ii) the percent of the<PAGE>





Partnership's total assets which were used in its business in Canada
as of the date of the balance sheet included in the accompanying
financial statements.

S13.3     Accountants' Certificates.  Each set of financial
statements delivered pursuant to paragraph (a) of Section 13.1
hereof shall be accompanied by a report of the Independent Certified
Public Accountants who shall have certified or reported on such
financial statements, stating such accountants have read this
Agreement insofar as is necessary for such report and that in making
the examination necessary to express an opinion on such financial
statements, such accountants have obtained no knowledge of any
condition or event pertaining to accounting or financial matters, or
to the financial condition of the Partnership or any Subsidiary, as
the case may be, that then constitutes a default under any of the
provisions of this Agreement or the Notes, as the case may be, or,
if any such condition or event then exists specifying the nature and
period of existence thereof, and in any case also stating that they
have examined the Officer's Certificate delivered therewith pursuant
to Section 13.2 hereof and confirming the correctness of the
calculations set forth therein.

S13.4     Confidential Treatment, etc.  You agree that you will use
your best efforts not to disclose without the prior consent of the
Partnership (other than to your directors, employees, auditors or
counsel or to another holder of the Notes) any information with
respect to the Partnership or any Subsidiary which is designated by
the Partnership to you in writing as confidential, provided that you
may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in
any report, statement or testimony submitted to any municipal, state
or Federal regulatory body having or claiming to have jurisdiction
over you or to the National Association of Insurance Commissioners
or similar organizations or their successors or to any rating
agency, (c) as may be required or appropriate in response to any
summons or subpoena or in connection with any litigation, (d) to the
extent that you believe it appropriate in order to protect your
investment in the Notes or in order to comply with any law, order,
regulation or ruling applicable to you, and (e) to the prospective
transferee in connection with any contemplated transfer of any of
the Notes by you, and, provided further, that the Partnership agrees
that you will not be liable to it or to any Subsidiary in the event
that any such information is disclosed.

S13.5     Restricted Subsidiary Financials.  If the Partnership
shall have one or more Restricted Subsidiaries, the financial
statements referred to in Sections 13.1(a) and (b) shall be
furnished separately for each such Restricted Subsidiary in addition
to those for the Partnership and its Consolidated Subsidiaries;
provided, however, consolidating financial statements which
separately incorporate each such Restricted Subsidiary may be
provided in lieu of separate financial statements therefor.

SECTION 14.  ACCELERATION OF MATURITY.<PAGE>






S14.1     Events of Acceleration; Acceleration of Notes.  An Event
of Acceleration shall exist if any of the following occurs and is
continuing:

(a)  the Partnership shall default in the payment of any principal
of any Note when the same becomes due and payable, whether on a
Scheduled Maturity Date, an Optional Prepayment Date or otherwise;
or

(b) the Partnership shall default in the payment of any interest or
premium on any Note when the same becomes due and payable, whether
on a Regular Interest Payment Date, an Optional Prepayment Date or
otherwise; or

(c)  the Partnership or any Subsidiary shall default in the due and
punctual performance of or compliance with any covenant, condition
or agreement to be performed or observed by it under any provision
of Sections 12.7, 12.8, 12.10, 12.11, 12.12, 12.13, 12.15-12.21,
inclusive, or 14.6, or shall use the proceeds of the sales of the
Notes for a purpose other than as stated in Sections 1.3 hereof, and
any such failure or use shall continue unremedied for five (5) days
following the date on which such covenant, condition or agreement
shall have been required to be performed or observed, or such use of
proceeds shall have varied from that stated in Section 1.3 hereof;
or

(d)  the Partnership or any Subsidiary shall default in the due and
punctual performance of or compliance with any covenant, condition
or agreement to be performed or observed by it under any provision
of Sections 12.3-12.6, inclusive, 12.9 or 12.14 hereof, and any such
failure shall continue unremedied for 10 days following the date on
which such covenant, condition or agreement shall have been required
to be performed or observed; or

(e)  the Partnership or any Subsidiary shall default in the due and
punctual performance of or compliance with any covenant, condition
or agreement to be performed or observed by it under any other
provision hereof, and any such failure shall continue unremedied for
30 days following the date on which such covenant, condition or
agreement shall have been required to be performed or observed; or

(f)  any representation or warranty of the Partnership made in this
Agreement or in connection herewith or pursuant hereto shall have
been false or inaccurate in any material respect on the date as of
which made; or

(g)  the Partnership, JFC, or any Subsidiary (i) shall fail to make
when due or payable any payment required to be made by it in respect
of (x) any Indebtedness for Money Borrowed (other than the Notes)
whether or not subject to a Subordination Agreement, or (y) any
Indebtedness other than Indebtedness for Money Borrowed, whether or
not subject to a Subordination Agreement, if such payment shall be
more than 60 days overdue or (ii) shall fail duly and punctually to<PAGE>





perform or observe any other covenant, condition, or agreement
contained in any evidence of Indebtedness, or any agreement securing
or relating to any Indebtedness, and the effect of such failure is
(x) to cause, or permit the holder of such Indebtedness or a trustee
to cause, such Indebtedness to become due prior to its scheduled
maturity or (y) to permit the holder of such Indebtedness or a
trustee to elect any Person to the Board of Directors of any
Subsidiary; provided, however, that any failure to make a payment
that would otherwise be within the terms of clause (i) of this
paragraph (g) shall not (in spite of the passage of the 60-day
period applicable to subclause (i)(y) hereof) become an Event of
Acceleration pursuant to this paragraph (g) so long as (A) the
Partnership or any Subsidiary, as the case may be, shall be
contesting the requirement to make such payment, in good faith and
by appropriate proceedings diligently conducted, and shall pay into
escrow at the time such required payment becomes due and payable a
sum equal in amount to the required payment being contested and (B)
such failure to pay shall not constitute a default, or constitute an
event or condition that with notice or passage of time or both could
become a default, under any other agreement or instrument to which
the Partnership or any Subsidiary is subject, or otherwise
materially adversely affect any thereof; or

(h)  a default shall occur under the provisions of any preferred
stock (or any agreement relating thereto) of any Subsidiary, and the
effect of the same shall be (i) to require, or permit the holders
thereof to require, the issuer thereof to redeem the same prior to
any mandatory redemption date or (ii) to permit the holders thereof
to elect any Person to the Board of Directors of such Subsidiary; or

(i)  a final judgment or judgments for the payment of money in
excess of $100,000 in the aggregate shall be rendered against the
Partnership and any Subsidiary (or any one or more of such Persons)
and shall remain in force undischarged and unstayed for a period of
more than the longer of (a) 60 days or (b) the shorter of (i) the
period provided for requesting a stay of such judgment or (ii) the
period provided for filing an appeal from such judgment, both as
established for the jurisdiction in which such judgment was rendered
and without regard for any extension or renewal periods applicable
to either thereof; or

(j)  the Partnership or any Subsidiary shall commence a voluntary
case under any chapter of the Federal Bankruptcy Code, or shall
consent to (or fail to controvert in a timely manner) the
commencement of an involuntary case against the Partnership or any
Subsidiary under said Code; or

(k)  the Partnership or any Subsidiary shall institute proceedings
for liquidation, rehabilitation, readjustment or composition (or for
any related or similar purpose) under any law (other than the
Federal Bankruptcy Code) relating to financially distressed debtors,
their creditors or property, or shall consent to (or fail to
controvert in a timely manner) the institution of any such
proceedings against the Partnership or any Subsidiary; or<PAGE>






(l)  the Partnership or any Subsidiary shall be insolvent (within
the meaning of any applicable law), or shall be unable, or shall
admit in writing its inability, to pay its debts generally as they
come due, or shall make an assignment for the benefit of creditors
or enter into any arrangement for the adjustment or composition of
debts or claims; or

(m)  a court or other governmental authority or agency having
jurisdiction in the premises shall enter a decree or order (i) for
the appointment of a receiver, liquidator, assignee, trustee or
sequestrator (or other similar official) of the Partnership or any
Subsidiary or of any part of the property of such Person, or for the
winding-up or liquidation of the affairs of such Person, and such
decree or order shall remain in force undischarged and unstayed for
a period of more than 30 days, or (ii) for the sequestration or
attachment of any property of the Partnership or any Subsidiary
without its unconditional return to the possession of such Person,
or its unconditional release from such sequestration or attachment,
within 30 days thereafter; or

(n)  a court having jurisdiction in the premises shall enter an
order for relief in an involuntary case commenced against the
Partnership or any Subsidiary under the Federal Bankruptcy Code, and
such order shall remain in force undischarged and unstayed for a
period of more than 30 days; or

(o)  a court or other governmental authority or agency having
jurisdiction in the premises shall enter a decree or order approving
or acknowledging as properly filed or commenced against the
Partnership or any Subsidiary a petition or proceedings for
liquidation pursuant to SIPA or otherwise, rehabilitation,
readjustment or composition (or for any related or similar purpose)
under any law (other than the Federal Bankruptcy Code) relating to
financially distressed debtors, their creditors or property, and any
such decree or order shall remain in force undischarged and unstayed
for a period of more than 30 days; or

(p)  the Partnership or any Subsidiary shall take corporate action
for the purpose or with the effect of authorizing, acknowledging or
confirming the taking or existence of any action or condition
specified in paragraph (j), (k) or (1) above; or

(q)  the Partnership shall fail to file any report or information
required pursuant to SIPA, or shall fail to pay when due all or any
part of an assessment made upon the Partnership pursuant to SIPA,
and such failure shall not have been cured, by the filing of such
report or information or by the making of such payment, together
with interest thereon, within five days after receipt by the
Partnership, of written notice of such failure given by or on behalf
of SIPC pursuant to Section 10(a) of SIPA; or

(r)  the Partnership shall make any payment of principal, premium,
if any, or interest with respect to, or directly or indirectly<PAGE>





redeem, retire, purchase or otherwise acquire, (x) any Subordinated
Debt other than the Notes, without treating the Notes on a pari
passu basis or (y) any Limited Partnership Interest, General
Partner's Interest, or Junior Debt, at a time when, in either case,
either (i) the Partnership's obligation to make any payment of
principal or Permissive Prepayment shall be under suspension
pursuant to Section 8 or Section 9 hereof or (ii) any condition
described in any of clauses (i) through (vi) of either Section 8 or
Section 9 would exist, as a result of such payment or acquisition.

Upon the occurrence of any of the events or conditions set forth in
paragraph (a) or (b) of this Section 14.1, any holder of Notes at
the time outstanding may, in respect to the Notes then held by such
holder, at any time (unless all defaults shall theretofore have been
remedied) at its option, by written notice, delivered no sooner than
six (6) months after the Closing Date, to the Partnership and to the
Examining Authority, and upon the occurrence of any of the foregoing
events or conditions, any holder or holders of 51% in aggregate
principal amount of the Notes at the time outstanding may, in
respect to all the Notes, at any time (unless all defaults shall
theretofore have been remedied) at its or their option, by written
notice or notices, delivered no sooner than six (6) months after the
Closing Date, to the Partnership and to the Examining Authority,
declare the Notes held by such holder or all of the Notes, as the
case may be, to be due and payable, whereupon the same shall mature
and become due and payable on the last Business Day of a calendar
month which is not less than six (6) months after the receipt by the
Partnership and the Examining Authority of such notice or on such
earlier day as may then be permissible under rules or regulations of
the self-regulatory or governmental agencies or bodies having
appropriate authority (the last Business Day of such sixth calendar
month after such declaration is received or such earlier day being
herein referred to as the "Accelerated Maturity Date"), together
with interest accrued thereon, without presentment, demand, protest
or notice, all of which are hereby waived; provided that if on the
Accelerated Maturity Date the obligation of the Partnership to pay
the principal amount of any Note or any installment thereof is
suspended by the provisions of Section 8 hereof and liquidation of
the Partnership has not commenced on or prior to the Accelerated
Maturity Date, then notwithstanding the provisions of Section 8
hereof, such Note, such obligations of the Partnership to pay the
principal amount of the Notes so declared due and payable, and each
installment thereof shall be due and payable, together with interest
accrued thereon, and shall mature on the day after the Accelerated
Maturity Date, as will each such installment in respect of any other
Indebtedness of the Partnership subject to Subordination Agreements
then outstanding, but the payment thereof shall remain subordinate
as provided in Section 7.1.

S14.2     Events of Default; Acceleration of Notes.  In addition to
the provisions of Section 14.1 and notwithstanding the provisions of
Section 8, if any of the following conditions or events ("Events of
Default") shall occur:<PAGE>





(a)  the making of an application by SIPC for a decree adjudicating
that customers of the Partnership are in need of protection under
SIPA and the failure of the Partnership to obtain the dismissal of
such application within 30 days; or

(b)  Aggregate Indebtedness of the Partnership shall exceed 1500% of
its Net Capital or, if the Partnership has elected to operate under
paragraph (a)(1)(ii) of Rule 15c3-1, its Net Capital computed in
accordance therewith shall be less than 2% of its aggregate debit
items computed in accordance with Exhibit A to Rule 15c3-3 or (if
registered as a futures commission merchant) its net capital (as
defined in the CEA or the regulations then existing thereunder)
shall be less than 4% of the funds required to be segregated
pursuant to the CEA and the regulations thereunder and the foreign
futures or foreign options secured amounts (less the market value of
commodity options purchased by option customers on or subject to the
rules of a contract market or a foreign Board of Trade, each such
deduction not to exceed the amount of funds in the option customer's
account and the foreign futures or foreign options secured amounts),
if greater (or, in either case, such greater or lesser percentage as
may be made applicable to the Partnership by the self-regulatory or
governmental agencies or bodies having appropriate authority),
throughout a period of not less than 15 consecutive business days,
commencing on the date the Partnership first determines and notifies
the Examining Authority or the Examining Authority or the SEC first
determines and notifies the Partnership of such fact; or

(c)  the SEC shall revoke the broker-dealer registration of the
Partnership; or

(d)  the Examining Authority shall suspend (and not reinstate within
10 days) or revoke the Partnership's membership as a member of the
Examining Authority; or

(e)  there shall be any receivership, insolvency, liquidation
pursuant to SIPA or otherwise, bankruptcy, assignment for the
benefit of creditors, reorganization whether or not pursuant to
bankruptcy laws, or any other marshalling of the assets and
liabilities of the Partnership;

the unpaid principal amount of the Notes shall forthwith mature,
together with interest accrued thereon, as will the unpaid principal
amount of and interest accrued upon, any other Indebtedness of the
Partnership subject to Subordination Agreements then outstanding;
but the payment thereof shall remain subordinate as set forth in
Section 7.1.

S14.3     Agreements on Events of Acceleration.  The Partnership and
you agree that the occurrence of any of the conditions or events
specified in Section 14.1 (a) would be a significant indication that
the financial position of the Partnership had changed materially and
adversely from the norm set forth in this Agreement or (b) could
materially and adversely affect the ability of the Partnership to
conduct its business as conducted on the date hereof or (c) would be<PAGE>





a significant change in the general business conducted by the
Partnership from that which exists on the date hereof.  The
Partnership further agrees that, as to Indebtedness that is not
subject to a Subordination Agreement, $500,000 is a material amount
of aggregate Indebtedness of the Partnership or any Subsidiary to be
in default (in respect of any payment due in respect thereof).  If
it shall be determined by the SEC or by any court of competent
jurisdiction that an Event of Acceleration as defined herein is not
a permissible Event of Acceleration under Appendix D to Rule 15c3-1
as in effect on the date hereof, then such Event of Acceleration
shall not be an Event of Acceleration hereunder, and the rest of
this Agreement, including the remaining Events of Acceleration,
shall not be affected thereby.

If any of the conditions or events specified in Section 14.1 occurs
and would constitute an Event of Default as well as an Event of
Acceleration, then such condition or event shall constitute an Event
of Default, unless the holders of at least 60% in aggregate
principal amount of the Notes then outstanding, by written notice to
the Company, choose otherwise.

S14.4     Default Remedies.  If an Event of Default or Event of
Acceleration shall occur and be continuing, the holder of any Note
then outstanding may exercise any right, power or remedy permitted
to it by law, either by suit in equity or by action at law, or both,
whether for specific performance of any covenant or agreement
contained in this Agreement or in such Note or in aid of the
exercise of any power granted in this Agreement or in such Note, or
may proceed to enforce payment of such Note or to enforce any other
legal or equitable right of the holder of such Note.  No remedy
herein conferred upon any holder of a Note is intended to be
exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law, in equity, by statute
or otherwise.  No course of dealing on the part of any holder of any
Note, or any delay or failure on the part of any holder of any Note
to exercise any right or power, shall operate as a waiver of such
right or power or otherwise prejudice the rights, powers and
remedies of such holder or of any other holder.  No failure to
insist upon strict compliance with any covenant, term, condition or
other provision of this Agreement or the Notes shall constitute a
waiver by any holder of any of the Notes of any such covenant, term,
condition or other provision or of any default or Event of Default
or Event of Acceleration in connection therewith.  To the extent
effective under applicable law, the Partnership hereby agrees to
waive, and does hereby absolutely and irrevocably waive and
relinquish, the benefit and advantage of any valuation, stay,
appraisement, extension or redemption laws now existing or that may
hereafter exist that, but for this provision, might be applicable to
any sale made under any judgment, order or decree of any court, or
otherwise, based on the Notes or on any claim for interest on the
Notes.  If an Event of Default or Event of Acceleration shall occur,
the Partnership will pay to the holders of the Notes, to the extent
not prohibited by applicable law, such further amount as shall be<PAGE>





sufficient to cover the costs and expenses of collection and of the
taking of remedial actions and the maintenance of enforcement
proceedings, including, without limitation, reasonable attorneys'
fees and expenses.

S14.5     No Counterclaim, Abatement, etc.  Subject to the
provisions of Sections 7 and 8, all sums payable by the Partnership
under the Notes shall be paid without counterclaim, setoff,
deduction or defense and without abatement, suspension, deferment,
diminution or reduction and the obligations and liabilities of the
Partnership under the Notes shall in no way be released, discharged
or otherwise affected for any reason whatsoever.

S14.6     Intentional Default.  The Partnership shall not
purposefully commit a default in order to avoid the covenant against
prepayment or the covenant to pay a prepayment premium. The
Partnership covenants to the full extent that such a covenant is
enforceable under applicable law, that, if such a default shall
occur, it shall (subject to the provisions of Sections 14.1 and
14.2) forthwith upon demand pay to each holder of a Note the
principal thereof and accrued interest thereon, together with a
premium equal to the Make Whole Amount, if any, calculated on the
amount to be paid on the payment date but using the Treasury
Constant Yield as of the second Business Day immediately preceding
the payment date.

S14.7     Annulment of Acceleration of Notes.  If notice is given
pursuant to Section 14.1 hereof by any holder or holders of Notes,
or upon the happening of an Event of Default, then the holders of
such Notes as shall have delivered such notice, if less than all the
Notes have been declared due and payable, and in every other such
case, the holders of at least 60% in aggregate unpaid principal
amount of the Notes then outstanding may, by written instrument
filed with the Partnership, rescind and annul such declaration, and
the consequences thereof; provided, however, that at the time such
declaration shall be annulled and rescinded:

(a)  no judgment or decree shall have been entered for payment of
any monies due pursuant to the Notes or this Agreement;

(b)  all arrears of principal, premium and interest upon all the
Notes and all other sums payable under the Notes and this Agreement
(including costs and expenses of the holders incurred in connection
with such notice under Section 14.1 hereof or annulment under this
Section 14.7, but excluding any principal or interest on the Notes
that shall have become due and payable solely by reason of such
notice under Section 14.1 hereof or happening of such Event of
Default) shall have been duly paid; and

(c)  each and every other default hereunder and Event of Default and
Event of Acceleration shall have been waived pursuant to Section
17.4 hereof or cured; and, provided further, that no such rescission
and annulment shall extend to or affect any subsequent default or<PAGE>





Event of Default or Event of Acceleration or impair any right or
power consequent thereon.

SECTION 15.    INTERPRETATION OF AGREEMENT, NOTES AND PARTNERSHIP
NOTES.

S15.1     Definitions.  As used in this Agreement (including
Schedules and Exhibits), except as the context shall otherwise
require, the following terms have the respective meanings set forth
below or in the Section indicated (the definitions to be applicable
to both the singular and the plural forms of the terms defined,
where either such form is used in this Agreement):

Accelerated Maturity Date -- Section 14.1.

Additional Subordinated Debt -- all Subordinated Debt of the
Partnership other than the Notes, the 1992 Notes and the 1994 Notes,
but not including any Junior Debt.

Affiliate -- when used in relation to a particular Person, means any
other Person (a) which directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with such particular Person, (b) which beneficially owns or
holds of record 5% or more of the shares of any class of Voting
Stock or preferred stock of such particular Person, or (c) 5% or
more of the shares of any class of Voting Stock or preferred stock
of which is beneficially owned or held of record by such particular
Person.  The term "control" means the possession, direct or
indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership
of Voting Stock, by contract or otherwise.  Any general partner of a
Person possesses control thereof for purposes of this Agreement.

Aggregate Indebtedness -- the meaning specified in paragraph (c) of
Rule 15c3-l, as the same is computed from time to time with respect
to any Person in accordance with such Rule.

Agreement -- this Note Purchase Agreement (including the annexed
Exhibits and Schedules), as it may from time to time be amended,
supplemented or modified, in accordance with its terms.
Alternative Net Capital Requirement -- the requirement relating to
the maintenance of Net Capital set forth in paragraph (a)(1)(ii) of
Rule 15c3-1.

Business Association -- Section 2.11.

Business Day -- any day other than a Saturday, Sunday or a day on
which banks are permitted to close in New York, New York.

Capital Lease -- any lease of property which, in accordance with
generally accepted accounting principles, would be required to be
capitalized on a balance sheet of the lessee.

CEA -- the Commodity Exchange Act, as amended.<PAGE>






CFTC -- the Commodity Futures Trading Commission or any successor.

Closing Date -- Section 1.2.

Code -- the Internal Revenue Code of 1986, as amended.

Collateral -- the collateral securing a Secured Demand Note in
accordance with Appendix D to Rule 15c3-1.

Consolidated Subsidiary -- any Subsidiary of the Partnership whose
financial statements are prepared on a consolidated basis with those
of the Partnership in accordance with generally accepted accounting
principles.

Credit Balance -- the meaning set forth in Regulation T (12 C.F.R.
220.2(a)) of the Board of Governors of the Federal Reserve System,
as in effect on the date hereof.

Day Loan -- the meaning customary in the investment brokerage
business, that is, a bank's extension of short term credit in
support of a securities underwriter's payment to an issuer of
securities of the purchase price of such securities in advance of
the receipt by said underwriter of payments due it from other
members of the syndicate underwriting the issuer of such securities
or from its customers.

DSRO -- the designated self-regulatory organization (as defined in
Section 1.3(ff) of the regulations of the CFTC (17 C.F.R. 1.3(ff))
under the CEA) of the Partnership.

ERISA -- the Employee Retirement Income Security Act of 1974, as
amended.

Event of Acceleration -- Section 14.1.

Event of Default -- Section 14.2.

Examining Authority -- the Examining Authority (as defined in Rule
15c3-1) of the Partnership.

Exchange -- the New York Stock Exchange, Inc.

Federal Bankruptcy Code -- the Federal Bankruptcy Code, 11 U.S.C.
S101 et seq., as amended.

Form lO-K -- Section 2.5.

Form 10-Q -- Section 2.5.

General Partner -- Section 2.1.

General Partner's Interest -- an interest of the general partner of
the Partnership, as such, in the Partnership, which ranks junior and<PAGE>





subordinate in right of payment and upon liquidation to all Limited
Partnership Interests, all Junior Limited Partnership Interests and
all Subordinated Debt of the Partnership (including, without
limitation, the Notes).

guaranty -- with respect to any Person, means, at any date, all
obligations of such Person guaranteeing or in effect guaranteeing
any Indebtedness, dividend, lease or other obligation or investment
of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, obligations
incurred through an agreement, contingent or otherwise, by such
Person (a) to purchase such Indebtedness, dividend, lease,
obligation or investment or any property or assets constituting
security therefor, (b) to advance or supply funds (i) for the
purchase or payment of such Indebtedness, dividend, lease,
obligation or investment or (ii) to maintain working capital or
equity capital or any other balance sheet condition, or otherwise to
advance or make available funds for the purchase or payment of such
Indebtedness, dividend, lease, obligation or investment, (c) to
lease or purchase property, securities or services primarily for the
purpose of assuring the owner of such Indebtedness, dividend, lease,
obligation or investment of the ability of the primary obligor to
make payment of such Indebtedness, dividend, lease, obligation or
investment or (d) otherwise to assure the owner of such
Indebtedness, dividend, lease, obligation or investment against loss
in respect thereof.

holder -- with respect to any Note shall mean the Person in whose
name such Note is registered.
Indebtedness -- with respect to any Person, means all items (other
than capital stock or partners' capital (including Limited
Partnership Interests), surplus and retained earnings) which, in
accordance with generally accepted accounting principles, would be
shown on the liability side of a balance sheet of such Person as of
the date on which Indebtedness is to be determined.  The term
"Indebtedness" shall also include, whether or not so shown, (a)
debt, obligations and liabilities secured by any Lien existing on
property owned or held by such Person, whether or not the debt,
obligations or liabilities secured thereby shall have been assumed;
(b) obligations of such Person under any Capital Lease; (c) all
guaranties by such Person; (d) all indebtedness endorsed (otherwise
than for collection or deposit in the ordinary course of business)
or discounted with recourse by such Person; (e) debt, obligations
and liabilities of such Person representing all or part of the
deferred purchase price of any assets; and (f) all obligations of
such Person to purchase any materials, supplies or other property,
or to obtain the services of any other Person, if the relevant
contract or other related document requires that payment for such
materials, supplies or other property, or for such services, shall
be made regardless of whether delivery of such materials, supplies
or other property is ever made or tendered or such services are ever
performed or tendered.<PAGE>





Indebtedness for Money Borrowed -- with respect to any Person, means
all Indebtedness of such Person (whether arising from a guaranty by
such person or otherwise) (a) in respect of money borrowed or
evidenced by a promissory note, debenture or other like written
obligation to pay money, (b) in respect of obligations under any
Capital Lease, (c) representing all or part of the deferred purchase
price of any assets acquired by such Person, or (d) in respect of
obligations to purchase any materials, supplies or other property,
or to obtain the services of any other Person, if the relevant
contract or other related document requires that payment for such
materials, supplies or other property, or for such services, shall
be made regardless of whether delivery of such materials, supplies
or other property is ever made or tendered or such services are ever
performed or tendered.

Independent Certified Public Accountant -- any one of the following
or any successor thereto: Arthur Andersen LLP, Coopers & Lybrand
L.L.P., Ernst & Young LLP, Deloitte & Touche, LLP, KPMG Peat Marwick
LLP, and Price Waterhouse LLP, or any other independent certified
public accountants as shall be approved in writing by the holders of
more than 60% in aggregate principal amount of the Notes then
outstanding.

Institutional Investor -- any one or more of the following Persons:
(a) any bank, savings institution, trust company or national banking
association, acting for its own account or in a fiduciary capacity,
(b) any charitable foundation, (c) any insurance company or
fraternal benefit association, (d) any pension, retirement or
profit-sharing trust or fund, (e) any investment company, (f) any
college or university, (g) any government, any public employees'
pension or retirement system or any other governmental agency
supervising the investment of public funds or (h) any finance or
leasing company

Investment Company Act -- the Investment Company Act of 1940, as
amended.

JFC -- Section 2.1.

Junior Debt -- all Indebtedness of the Partnership that is subject
to a satisfactory subordination agreement for purposes of Rule 15c3-
l, and which (i) by the express terms of the instrument creating or
evidencing such indebtedness is subordinated, in right of payment
and upon liquidation, to the Notes at least to the same extent and
in the same manner as the Notes are subordinated to the Senior
Claims of present and future creditors of the Partnership, (ii)
matures not earlier than the final maturity of the Notes, and (iii)
has a Weighted Average Life to Maturity at the time of the issuance
thereof which is more than the Weighted Average Life to Maturity of
the Notes at such time.

Lien -- any interest in property securing an obligation owed to, or
a claim by, any Person other than the owner of the property, whether
such interest shall be based on the common law, statute or contract,<PAGE>





and including the lien or security interest arising from a mortgage,
encumbrance, pledge, conditional sale or trust receipt, or from a
lease, consignment or bailment for security purposes.  The term
"Lien" shall also include reservations, exceptions, encroachments,
easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting
property.  For the purposes of this Agreement, a Person shall be
deemed to be the owner of any property that such Person shall have
acquired or shall hold subject to a conditional sale agreement or
other arrangement (including a leasing arrangement) pursuant to
which title to the property shall have been retained by or vested in
some other Person for security purposes.

Limited Partnership Interest -- a limited partnership interest in
the Partnership which ranks junior and subordinate, in right of
payment and upon liquidation, to all Subordinated Debt of the
Partnership (including, without limitation, the Notes).  On the date
hereof, the only Limited Partnership Interest is the limited
partnership interest of JFC in the Partnership.

Long Term Leases -- at any time, any lease (other than a Capital
Lease) of property having a fixed term (including all extensions and
renewal terms which are at the option of the lessee, whether or not
exercised) expiring more than three years after the date of
determination.

Make Whole Amount -- with respect to optional prepayments of the
Notes pursuant to Section 10.2 or 12.20, or any payment pursuant to
Section 14.6, the excess of (1) the present value of all scheduled
payments of principal and interest (excluding the amount of interest
accrued and unpaid to the date of prepayment or payment) in respect
of the Notes (or portions thereof being prepaid) which, but for such
optional prepayment or required repayment, would be required to be
made following the date of the proposed prepayment, determined by
discounting (on a semi-annual basis), at a rate which is equal to
the Treasury Constant Yield at such time plus 0.50%, the amount of
each such payment (or portion thereof) from the date such payment
would be required to be made to the prepayment date over (2) 100% of
the outstanding principal amount so prepaid.  If the amount
designated in clause (1) above is equal to or less than the amount
specified in clause (2) above, then the Make Whole Amount shall be
zero.

NASD -- the National Association of Securities Dealers, Inc.

Net Capital -- the meaning specified in paragraph (c) of Rule 15c3-
1, as the same is computed from time to time with respect to any
Person in accordance with such Rule.

Net Earnings -- for any period, means the consolidated net income
(or loss) of the Partnership and Consolidated Subsidiaries for the
period in question (taken as a cumulative whole) after deducting all
operating expenses, provisions for all taxes and reserves (including
reserves for deferred income taxes) payable by the Partnership (but<PAGE>





not deducting for taxes payable by individual partners on income of
the Partnership) and all other proper deductions, all determined in
accordance with generally accepted accounting principles; provided,
however, that there shall be excluded (a) the income (or loss) of
any Person accrued prior to the date it became a Consolidated
Subsidiary or was merged into or consolidated with the Partnership
or a Consolidated Subsidiary, (b) the income (or loss) of any Person
(other than a Consolidated Subsidiary) in which the Partnership or
any Consolidated Subsidiary has an ownership interest, except to the
extent that any such income has been actually received by the
Partnership or such Consolidated Subsidiary in the form of cash
dividends or similar cash distributions, (c) the income (or loss) of
any Consolidated Subsidiary which is not a domestic Subsidiary,
except to the extent that any such income has been actually received
by the Partnership or a domestic Consolidated Subsidiary in the form
of cash dividends or similar cash distributions, (d) all
extraordinary or non-recurring gains (but not losses) and all other
items properly classified as extraordinary in accordance with
generally accepted accounting principles, and (e) earnings resulting
from any reappraisal, revaluation or write-up of assets, or
resulting from the reversal of reserves (except to the extent that
provision for such reserves is made during such period and to the
extent that reversal of such reserves is made during such period
because the liabilities for which such reserves were provided were
paid during such period).

1992 Agreements -- the Note Agreements, as amended, pursuant to
which the 1992 Notes were issued.

1994 Agreements -- the Note Agreements, as amended, pursuant to
which the 1994 Notes were issued.

1992 Notes -- the 8.96% capital notes due 2002 issued by the
Partnership in the aggregate principal amount of $30,000,000.

1994 Notes -- the 7.95% capital notes due 2006 issued by the
Partnership in the aggregate principal amount of $92,000,000.

Notes -- Section 1.1.

Offering Memorandum -- Section 2.5.

Officer's Certificate -- a certificate executed on behalf of the
Partnership by the General Partner and on behalf of the General
Partner by any duly authorized officer or attorney- in-fact of it
who shall be serving in the capacity of chief executive officer or
chief financial officer of the Partnership.

Optional Prepayment Date -- Section 10.3.

Other Note Agreements -- Section 3.1.

Other Purchasers -- Section 3.1.<PAGE>





Outstanding -- when used with respect to the Notes, shall mean, as
of the date of determination, all Notes theretofore issued, except

(a)  Notes theretofore canceled or delivered for cancellation, and

(b)  Notes in exchange or replacement for which other Notes have
been delivered pursuant to this Agreement;

provided, however, that, in determining whether the holders of the
requisite aggregate unpaid principal amount of Notes outstanding
have given any notice or taken any action hereunder, Notes held or
owned, directly or indirectly, by the Partnership, any Subsidiary or
any Affiliate of the Partnership shall be disregarded and deemed not
to be outstanding.

Partners -- Section 2.1.

Partnership -- the meaning set forth in the introductory paragraph
of this Agreement.
Partnership Agreement -- the Seventh Amended and Restated Agreement
of Limited Partnership of Edward D. Jones & Co., L.P. dated August
15, 1996 by and between the General Partner and JFC, establishing
the Partnership as a limited partnership under the Missouri
Partnership Act, as in effect on the date of this Agreement.

Partnership Capital -- as of the date of determination thereof,
means the amount at which Limited Partnership Interests and General
Partners' Interest would be shown on a statement of financial
condition of the Partnership at such date.

Partnership Financial Statements -- Section 2.5.

Partnership Revenues -- for any period, means the consolidated gross
income of the Partnership and Consolidated Subsidiaries for such
period without any deductions of operating expenses or other proper
deductions from gross income necessary to determine Net Earnings;
provided, however, that there shall be excluded (a) the gross income
of any Person accrued prior to the date it became a Consolidated
Subsidiary or was merged into or consolidated with the Partnership
or a Consolidated Subsidiary, (b) the gross income of any Person
(other than a Consolidated Subsidiary) in which the Partnership or
any Consolidated Subsidiary has an ownership interest, except to the
extent that any such income has been actually received by the
Partnership or such Consolidated Subsidiary in the form of dividends
or similar distributions, and (c) the gross income of any
Consolidated Subsidiary which is not a domestic Subsidiary, except
to the extent that any such income has been actually received by the
Partnership or a domestic Consolidated Subsidiary in the form of
cash dividends or similar cash distributions.

Permissive Prepayment -- Section 9.

Permitted Lien -- any Lien permitted by Section 12.6.<PAGE>





Person -- any individual, corporation, partnership, joint venture,
association, joint stock company, trust, estate, unincorporated
organization or government (or any agency or political subdivision
thereof).

Plans -- Section 2.14.

Principal Financial Officer -- at the time of determination, means
the individual then (i) so designated in the supervisory manual
required to be maintained by the Partnership by the SEC (or any
Business Association to which appropriate authority has been
delegated), and (ii) authorized, and charged with the duty, to sign
in said capacity all reports of the Partnership to the SEC on Form
X-17A-5, or any successor form.

Regular Interest Payment Date -- Section 1.1.

Restricted Distribution -- any payment or the incurrence of any
liability to make any payment, in cash, property or other assets
(other than any partnership interest in the Partnership), upon or in
respect of or as a return on or of any partnership interest in the
Partnership, including, without limiting the generality of the
foregoing, payments as distributions of earnings or capital,
payments in the nature of bonuses or incentives and payments for the
purpose of purchasing, retiring or redeeming any such partnership
interests (or any options or other securities or interests
evidencing a right to purchase any such partnership interests) or
making any other distribution in respect of any such partnership
interests (or any options or other securities or interests
evidencing a right to purchase any such partnership interests)
excluding, however, any payment on account of the purchase or other
acquisition by the Partnership of any partnership interest in the
Partnership in connection with the withdrawal, in accordance with
the Partnership Agreement, of a partner as a partner in the
Partnership, if such payment is made entirely out of the net cash
proceeds received by the Partnership from a substantially concurrent
capital contribution to the Partnership from one or more of the
remaining partners in the Partnership.

Restricted Investments -- any security (as defined in the Securities
Act) or other investment, direct or indirect, in any corporation,
partnership or other entity, other than a Subsidiary, which the
Partnership or a Consolidated Subsidiary owns or has obligated
itself to acquire other than:

(i)       any security (x) held for sale by the Partnership, (y)
held in a firm securities trading account (as such term is used in
the instructions of the SEC applicable to completion of the
Statement of Income (Loss) contained in Part II of Form X-17A-5, as
presently in effect, of the SEC) and (z) that is reported as held in
such account on each report of the Partnership made to the SEC on
Form X-17A-5 during the period in which this paragraph (i) otherwise
would be applicable to such security;<PAGE>





(ii) investments by the Partnership or a wholly owned Consolidated
Subsidiary in the capital stock or securities of a Subsidiary,
provided that such investment shall not result in the involvement of
the Partnership or any Subsidiary in any activity or enterprise not
customarily engaged in by corporations or partnerships in the retail
investment brokerage business;

(iii)     any nonconvertible Indebtedness which, at the time of
determination, is rated by at least one nationally recognized
statistical rating organization (as that term is defined in
paragraph (c)(2)(vi)(F) of Rule 15c3-1) in one of its three highest
generic rating categories (i.e., a generic rating category
comparable to A or higher for corporate bonds rated by Moody's
Investors Service, Inc. at the date of this Agreement);
(iv)      readily marketable obligations of, or obligations fully
and unconditionally guaranteed by, the United States of America and
having a stated maturity not more than one year from the date of
acquisition thereof;

(v)       repurchase agreements of a bank or trust company
incorporated under the laws of the United States of America. or a
state thereof with combined capital, surplus and undivided profits
of at least $100,000,000 or Mercantile Trust Co., N.A. or The
Boatmen's National Bank of St. Louis, Missouri with a term of not
more than seven days from the date of acquisition thereof; or

(vi)      readily marketable obligations issued or guaranteed by the
United States of America or any agency or instrumentality thereof in
an aggregate principal amount not in excess of $216,500,000;
provided, however, that none of such obligations will have a stated
maturity later than September 1, 2008, that no more than $94,500,000
of such obligations will have a stated maturity later than April 15,
2006, and that no more than $186,500,000 of such obligations will
have a stated maturity later than May 1, 2002; and provided further,
that such obligations are purchased in connection with a bona fide
program to hedge, in whole or in part, the Partnership's obligations
in respect of the Notes, the 1992 Notes and the 1994 Notes issued by
the Partnership, and are in amounts and of maturities not in excess
of those necessary to anticipate the Partnership's prepayment
obligations under Section 10.1 of this Agreement, the 1992
Agreements and the 1994 Agreements and any remaining amount to be
paid in respect of the Notes, the 1992 Notes and the 1994 Notes
issued by the Partnership upon the maturity of the Notes or the 1992
Notes or the 1994 Notes; and, provided further, that the sale by the
Partnership at any time of any obligations purchased pursuant to
this clause (vi) shall not be deemed to create any implication that
the purchase of such obligations was not in connection with a bona
fide hedging program.

Restricted Subsidiary -- any Subsidiary:

(a)  the assets of which exceeded 10% of the consolidated assets of
the Partnership and Consolidated Subsidiaries as shown on the<PAGE>





Partnership's consolidated balance sheet or statement of financial
condition as at the end of its last preceding fiscal quarter; or

(b)  the net earnings of which exceeded 10% of the total Net
Earnings of the Partnership and Consolidated Subsidiaries as shown
on the consolidated income statement for the last preceding fiscal
quarter of the Partnership; or

(c)  the gross revenues of which exceeded 10% of Partnership
Revenues as shown on the consolidated income statement for the last
preceding fiscal quarter of the Partnership.

Rule 15c3-1 -- Rule 15c3-1, including the appendices thereto, of the
General Rules and Regulations under the Securities Exchange Act, as
in effect from time to time or any successor regulation.

Scheduled Maturity Date -- a date on which a prepayment must be made
in accordance with Section 10.1, or the date on which the Notes
mature according to their terms.

SEC -- Section 2.5.

SEC Reports -- Section 2.5.

Secured Demand Note -- a promissory note issued pursuant to a
"secured demand note agreement," as defined in Appendix D to Rule
15c3-l.

Securities Act -- the Securities Act of 1933, as amended.

Securities Exchange Act -- the Securities Exchange Act of 1934, as
amended.

Security -- shall have the same meaning as in Section 2(1) of the
Securities Act.

Senior Claim -- any claim against the Partnership except (i) a claim
which arises from a Subordination Agreement which ranks on a parity
with the claims of a holder of the Notes or (ii) Limited Partnership
Interests, General Partners' Interests and Junior Debt.

SIPA -- the Securities Investor Protection Act of 1970, as amended.

SIPC -- the Securities Investor Protection Corporation.

State Securities Commission -- any governmental authority of any
State of the United States which administers the "blue sky" laws of
such state or regulates brokers or dealers as such.

Street Loans -- any loan to, and in the normal course of business
of, a securities broker-dealer, secured by customer securities,
underwritings and trading positions of said broker- dealer.<PAGE>





Subordinated Debt -- Indebtedness of the Partnership subject to a
Subordination Agreement and otherwise ranking in priority in all
respects, including, without limitation, as to payment and upon
liquidation, pari passu with the Notes pursuant to the terms of this
Agreement.  The Notes, the 1992 Notes and the 1994 Notes shall be
included in Subordinated Debt.

Subordination Agreement -- a "satisfactory subordination agreement,"
as defined in Appendix D to Rule 15c3-1.

Subsidiary -- (i) any corporation, partnership, association or other
business entity at least 50% of the outstanding shares of Voting
Stock or similar interests of which are owned, directly or
indirectly, by the Partnership and its Subsidiaries, (ii) any
general or limited partnership of which the Partnership or a
Subsidiary shall be a general partner or as to which such Person
otherwise shall have unlimited liability, or (iii) any general or
limited partnership a general partner of which can be changed or
removed by the Partnership or a Subsidiary (other than removals that
could be accomplished by voluntary withdrawal of such general
partner only).

Total Capitalization -- at any date, means the amount at which:
General Partners' Interests, Limited Partnership Interests, Junior
Debt and Subordinated Debt (including the Notes) would be shown on a
consolidated balance sheet or statement of financial condition of
the Partnership and its Consolidated Subsidiaries at such date.

Treasury Constant Yield -- means, at any time with respect to any
optional prepayment of the Notes pursuant to Section 10.2 or Section
12.20, or any payment pursuant to 14.6, the yield to maturity at
such time of actively traded United States Treasury obligations with
a remaining life to maturity (as reported by the Telerate Access
Service, page 678, provided by Telerate Systems Incorporated, or if
such data ceases to be available, such reasonably comparable source
for such data or similar data as may be designated for such period
by the holder or holders of a majority in aggregate unpaid principal
amount of the Notes then outstanding) most nearly equal to the
Weighted Average Life to Maturity of the Notes (or portions thereof)
to be prepaid at the time.  If there are United States Treasury
obligations listed in such publication with a remaining life to
maturity equal to the Weighted Average Life to Maturity of the Notes
(or portions thereof) then the yield on such Treasury obligations
shall be the Treasury Constant Yield.  If no such Treasury
obligation exists, then the Treasury obligation with the remaining
life to maturity closest to and greater than the Weighted Average
Life to Maturity of the Notes (or portions thereof) to be prepaid
shall be used, along with the Treasury obligation with a remaining
life to maturity closest to and less than the Weighted Average Life
to Maturity of the Notes (or portions thereof) in order to calculate
the Treasury Constant Yield.  In this event these two Treasury
obligations will be examined together and the Treasury Constant
Yield will be calculated through interpolation of the yields on such
Treasury obligations.<PAGE>






Unsecured Bank Overdrafts -- those certain reclassifications
required under rules and regulations of the SEC, and by generally
accepted accounting principles, classifying as bank loans temporary
accounting overdrafts which are reflected on the books of the
Partnership only and which result from the release by the
Partnership of checks in advance of the deposit by it of funds to
its bank account or accounts (and excluding, without limitation, any
overdrafts of the Partnership reflected on the books of any bank or
other financial institution, including any such overdrafts resulting
from insufficient funds checks).

Voting Stock -- the stock of a corporation the holders of which are
ordinarily, in the absence of contingencies, entitled to elect
members of the Board of Directors (or other governing body) of such
corporation.

Weighted Average Life to Maturity -- of the Notes or any other
Indebtedness or any portion thereof at the time of the determination
thereof, shall mean the number of years obtained by dividing the
then Remaining Dollar-years of such Notes or other Indebtedness or
portion thereof by the then outstanding principal amount of such
Notes or other Indebtedness or portion thereof. The term "Remaining
Dollar-years" of any indebtedness for borrowed money means the
amount obtained by (1) multiplying (A) the amount of each then
remaining required repayment or redemption (including repayment at
final maturity) by (B) the number of years (calculated at the
nearest one-twelfth) which will elapse between the date as of which
the calculation is made and the date such required repayment is due
and (2) totaling all the products obtained in (1).

S15.2     Directly or Indirectly.  Any provision in this Agreement
referring to action to be taken by any Person, or that such Person
is prohibited from taking, shall be applicable whether such action
is taken directly or indirectly by such Person.

S15.3     Accounting Principles.  The character or amount of any
asset or liability or item of income or expense required to be
determined under this Agreement and each consolidation or other
accounting computation required to be made under this Agreement,
shall be determined or made in accordance with generally accepted
accounting principles at the time in effect in the United States, to
the extent applicable, except where such principles are inconsistent
with the requirements of this Agreement.

S15.4     Governing Law.  This Agreement and the Notes delivered
pursuant hereto shall be governed by and construed in accordance
with the law of the State of Connecticut.

S15.5     Headings.  The headings of the Sections and other
subdivisions of this Agreement have been inserted for convenience of
reference only, and shall not be deemed to constitute a part hereof.<PAGE>





S15.6     Independence of Covenants.  Each covenant made by the
Partnership herein is independent of each other covenant so made.
The fact that the operation of any such covenant permits a
particular action to be taken or condition to exist does not mean
that such action or condition is not prohibited, restricted or
conditioned by the operation of the provisions of any other covenant
herein.

SECTION 16.  NON-LIABILITY OF EXCHANGE.

You agree that the loan evidenced by the Notes is not being made in
reliance upon the standing of the Partnership as a member
organization of the Exchange or upon the Exchange's surveillance of
the Partnership's financial position or its compliance with the
Constitution, Rules and practices of the Exchange.  You have made
such investigation of the Partnership and its partners, officers and
directors as you deem necessary and appropriate under the
circumstances.  You are not relying upon the Exchange to provide any
information concerning or relating to the Partnership and agree that
the Exchange has no responsibility to disclose to you any
information concerning or relating to the Partnership which it may
now, or at any future time, have.  You agree that neither the
Exchange, its Special Trust Fund, nor any director, officer, trustee
or employee of the Exchange or said Trust Fund shall be liable to
you with respect to this Agreement or the Notes or the repayment of
the loan evidenced thereby.  The agreements and provisions contained
in this Section 16 are made solely for the benefit of the Exchange,
its Special Trust Fund and the directors, officers, trustees and
employees of the Exchange and said Trust Fund, and shall not be
deemed to limit or affect, insofar as any liability of or remedy
against the Partnership is concerned, any representation or warranty
of the Partnership contained in this Agreement or made in writing by
or on behalf of the Partnership in connection with the transactions
contemplated hereby, or any other provision hereof.

SECTION 17.  MISCELLANEOUS.

S17.1     Notices.

(a)  All communications under this Agreement or the Notes shall be
in writing and shall be mailed by certified mail, postage prepaid,
or transmitted by telecopy, with phone confirmation of receipt, or
transmitted by a recognized overnight delivery service, with charges
prepaid, (i) if to you, to you at the address specified for you in
Schedule I, marked for attention as there indicated, or at such
other address as you may have furnished to the Partnership in
writing, (ii) if to any other holder of a Note, to it at its address
listed in the books for the registration, and registration of
transfer, of Notes required to be maintained by the Partnership
pursuant to Section 12.1 hereof, or at such other address as such
holder shall have furnished to the Partnership in writing, (iii) if
to the Partnership, to it at its address shown at the head of this
Agreement, or at such other address as it shall have furnished in
writing to you and all other holders of the Notes at the time<PAGE>





outstanding and (iv) if to the Exchange, at 20 Broad Street, N.Y.,
N.Y. 10005, Attention: Department of Member Firm Regulation.

(b)  Any written communication so addressed and mailed by certified
mail, return receipt requested, shall be deemed to have been given
when so mailed.  All other written communications shall be deemed to
have been given upon receipt thereof.

S17.2     Survival.  All representations, warranties and covenants
made by the Partnership herein or by the Partnership or any
Affiliate in any certificate or other instrument delivered under or
in connection with this Agreement shall be considered to have been
relied upon by you and shall survive the delivery to you of the
Notes regardless of any investigation made by you or on your behalf.
All statements in any such certificate or other instrument shall
constitute representations and warranties of the Partnership
hereunder.

S17.3     Successors and Assigns.  This Agreement shall be binding
upon the parties hereto and their respective successors and assigns,
and shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns permitted
hereunder; provided, however, that you shall not have any obligation
to purchase Notes of any Person other than the Partnership.  Whether
or not expressly so stated therein, the provisions of this Agreement
are intended to be for your benefit and for the benefit of all
holders from time to time of the Notes, and shall be enforceable by
you and any other such holder whether or not an express assignment
to such holder of rights under this Agreement shall have been made
by you or your successors or assigns; and, provided further, that
the provisions of Sections 5 and 6.2, 12.1 and 12.11 hereof shall
also be for the benefit of, and shall be enforceable by, any Person
who shall no longer be a holder of any Note but who shall have
incurred any expense or been subjected to any liability referred to
therein while, or on the basis of being, such a holder.

S17.4     Amendment and Waiver.  (a) This Agreement and the Notes
may be amended or supplemented, and the observance of any term
hereof or thereof may be waived, with (and only with) the prior
written consent of the Examining Authority (in the case of an
amendment), the written consent of the Partnership, and (a) on or
prior to the Closing Date, you and the Other Purchasers, and (b)
after the Closing Date, the holders of at least 60% in aggregate
unpaid principal amount of the Notes then outstanding; provided,
however, that no such amendment, supplement or waiver shall, without
the written consent of the holders of all the Notes then
outstanding, (i) change, with respect to the Notes, the amount or
time of any required prepayment or payment of principal or premium
or the rate or time of payment of interest, or change the funds in
which any prepayment or payment on the Notes is required to be made;
(ii) amend or supplement, or waive any default arising by reason of
the failure of the Partnership to comply with, Sections 14.1 through
14.5 hereof (except an amendment of Sections 14.1 or 14.2 hereof for
the purpose of adding additional Events of Acceleration or Events of<PAGE>





Default); (iii) amend or supplement, or waive any default arising by
reason of the failure of the Partnership to comply with, this
Section 17.4; or (iv) modify or otherwise affect the definitions of
Limited Partnership Interests, General Partner's Interest or Junior
Debt or the provisions of Section 7 hereof.  Any amendment or waiver
effected in accordance with this Section 17.4 shall be binding upon
each holder of any Note at the time outstanding, each future holder
of any Note and the Partnership.

(b)  The preceding paragraph (a) notwithstanding, this Agreement
shall not be subject to cancellation and the Indebtedness evidenced
by the Notes shall not be repaid and this Agreement shall not be
terminated, rescinded or modified by mutual consent or otherwise if
the effect thereof would be to make this Agreement inconsistent with
the conditions of Rule 15c3-1.

S17.5     Futures Commission Merchants; Set-Off.  (a) If the
Partnership is a futures commission merchant, as that term is
defined in the CEA, the Partnership agrees, consistent with the
requirements of Section 1.17(h) of the regulations of the CFTC (17
C.F.R. 1.17(h)), that:

(i)  whenever prior written notice by the Partnership to the
Exchange is required pursuant to the provisions of this Agreement,
the same prior written notice shall be given by the Partnership to
(A) the CFTC at its principal office in Washington, D.C., Attention
Chief Accountant of Division of Trading and Markets, and/or (B) the
commodity exchange of which the Partnership is a member and which is
then designated by the CFTC as the Partnership's DSRO, and

(ii) whenever prior written consent, permission or approval of the
Exchange is required pursuant to the provisions of this Agreement,
the Partnership shall also obtain the prior written consent,
permission or approval of the CFTC and/or of the DSRO, and

(iii)     whenever the Partnership receives written notice of
acceleration of maturity of the Notes pursuant to the provisions of
this Agreement, the Partnership shall promptly give written notice
thereof to the CFTC at the address above stated and/or to the DSRO.

(b)  You agree that you are not taking and will not take or assert
as security for the payment of the Notes any security interest in or
lien upon, whether created by contract, statute or otherwise, any
property of the Partnership or any property in which the Partnership
may have an interest (other than the Notes), which is or at any time
may be in your possession or subject to your control.  You hereby
waive, and further agree that you will not seek to obtain payment of
the Notes in whole or in any part by exercising, any right of set-
off you may assert or possess, whether created by contract, statute
or otherwise; provided that, notwithstanding the foregoing, you
shall be entitled to seek to obtain payment of any amount due to you
which is unrelated to the Notes by exercising any right of set-off
you may assert or possess.  Any agreement between the Partnership
and you (whether in the nature of a general loan and collateral<PAGE>





agreement, a security or pledge agreement or otherwise) shall be
deemed amended hereby to the extent necessary so as not to be
inconsistent with the provisions of this paragraph.

S17.6     Counterparts.  This Agreement may be executed and
delivered to you simultaneously in two (2) or more counterparts,
each of which shall be deemed an original, but all such counterparts
shall together constitute but one and the same instrument.

S17.7     Reproduction of Documents.  This Agreement and all
documents relating hereto (other than the Notes), including, without
limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by you at the closing
of your purchase of the Notes, and (c) financial statements,
certificates and other information heretofore or hereafter furnished
to you, may be reproduced by you by any photographic, photostatic,
microfilm, microcard, miniature photographic or other similar
process and you may destroy any original document so reproduced.
The Partnership agrees and stipulates that, to the extent permitted
by applicable law and court or agency rules, any such reproduction
shall be admissible in evidence as the original itself in any
judicial or administrative proceeding (whether or not the original
is in existence and whether or not such reproduction was made by you
in the regular course of business) and that any enlargement,
facsimile or further reproduction of such reproduction shall be
admissible in evidence to the same extent.

S17.8     Time of the Essence.  The parties to this Agreement, and
future holders of Notes, by their acceptance thereof, intend and
agree that time is and shall be of the essence in the performance by
the Partnership of its obligations under this Agreement and the
Notes.


If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  __________________________________________
       Title:


Accepted:<PAGE>





HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT CRC


By
     Name:
     Title:



If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  __________________________________________
       Title:


Accepted:

HARTFORD LIFE INSURANCE COMPANY



By
     Name:
     Title:


HARTFORD LIFE & ACCIDENT
   INSURANCE COMPANY



By
     Name:
     Title:

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.<PAGE>





Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  ____________________________________
       Title:


Accepted:

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By CIGNA Investments, Inc.


By
     Name:
     Title:


CONNECTICUT GENERAL LIFE INSURANCE COMPANY,
   on behalf of one or more separate accounts
By CIGNA Investments, Inc.


By
     Name:
     Title:

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  _______________________________________
       Title:

Accepted:

ALLSTATE LIFE INSURANCE COMPANY<PAGE>






By
     Name:
     Title:


By
     Name:
     Title:
          Authorized Signatories

ALLSTATE INSURANCE COMPANY



By
     Name:
     Title:

By
     Name:
     Title:
          Authorized Signatories

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  ________________________________
       Title:


Accepted:

GENERAL AMERICAN LIFE INSURANCE COMPANY



By
     Name:
     Title:


COVA FINANCIAL SERVICES  LIFE INSURANCE COMPANY<PAGE>








By
     Name:
     Title:


COVA FINANCIAL LIFE INSURANCE COMPANY



By
     Name:
     Title:

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  __________________________________
       Title:


Accepted:

PHOENIX AMERICAN LIFE INSURANCE COMPANY



By
     Name:
     Title:




Accepted:

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY



By<PAGE>





     Name:
     Title:

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  __________________________________
       Title:


Accepted:

FORD LIFE INSURANCE COMPANY



By
     Name:
     Title:



If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  _________________________________
       Title:


Accepted:

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY<PAGE>








By
     Name:
     Title:


CM LIFE INSURANCE COMPANY



By
     Name:
     Title:

If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  ___________________________________
       Title:


Accepted:

LIBERTY LIFE INSURANCE COMPANY



By
     Name:
     Title:






If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.<PAGE>






Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  ___________________________________
       Title:


Accepted:

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY



By
     Name:
     Title:






If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  __________________________________
       Title:


Accepted:

PROVIDENT MUTUAL LIFE INSURANCE COMPANY



By
     Name:<PAGE>





     Title:


PROVIDENTMUTUAL LIFE AND ANNUITY
   COMPANY OF AMERICA



By
     Name:
     Title:



If this Agreement is satisfactory to you, please so indicate by
signing the acceptance at the foot of a counterpart of this
Agreement and return the same to the Partnership, whereupon this
Agreement, as so accepted, shall become a binding contract between
you and the Partnership in accordance with its terms.

Very truly yours,

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.,
General Partner


By  ________________________________
       Title:


Accepted:

MANHATTAN NATIONAL LIFE
   INSURANCE COMPANY



By
     Name:
     Title:

     NAMES AND ADDRESSES OF PURCHASERS

This Schedule to the foregoing Agreement sets forth the principal
amount of the Notes to be purchased by each purchaser, the
denominations and name or names in which such Notes are to be
registered, and the money transfer and notice instructions for each
purchaser.

HARTFORD LIFE INSURANCE COMPANY              Note R-1   $15,000,000
    SEPARATE ACCOUNT CRC<PAGE>





(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase NYC/Cust/ABA #021000021
A/C # 900-9-000200 for F/C/T G 06641 - CRC
Attn: Bond Interest/Principal - Edward D. Jones 8.18% due 2008
Prin $ ______________ Int $ _______________

(2)  In the case of all notices in respect of payment:

ITT Hartford Life Insurance Companies
c/o Investment Operations, Simsbury A-3
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-3857

(3)  In the case of all other communications (including duplicate
copies of all monthly Noteholder reports):

ITT Hartford Life Insurance Companies
c/o Investment Department, Simsbury A-4
Private Placements
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-7419

(4)  Tax Identification No.: 06-0974148



HARTFORD LIFE  INSURANCE COMPANY   Note R-2   $ 8,000,000


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase NYC/Cust/ABA #021000021
A/C # 900-9-000200 for F/C/T G 06615 - ISW
Attn: Bond Interest/Principal - Edward D. Jones 8.18% due 2008
Prin $_____________ Int $ ______________

(2)  In the case of all notices in respect of payment:<PAGE>






ITT Hartford Life Insurance Companies
c/o Investment Operations, Simsbury A-3
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-3857

(3)  In the case of all other communications (including duplicate
copies of all monthly Noteholder reports):

ITT Hartford Life Insurance Companies
c/o Investment Department, Simsbury A-4
Private Placements
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-7419

(4)  Tax Identification No.: 06-0974148 


HARTFORD LIFE AND ACCIDENT    Note R-3   $ 5,000,000
    INSURANCE COMPANY


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase NYC/Cust/ABA #021000021
A/C # 900-9-000200 for F/C/T G 06602 - LTD
Attn: Bond Interest/Principal - Edward D. Jones 8.18% due 2008
Prin $ ______________ Int $ _______________

(2)  In the case of all notices in respect of payment:

ITT Hartford Life Insurance Companies
c/o Investment Operations, Simsbury A-3
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-3857

(3)  In the case of all other communications:

ITT Hartford Life Insurance Companies
c/o Investment Department, Simsbury A-4
Private Placements
P.O. Box 2999
Hartford, Connecticut 06104-2999
Telefacsimile: (860) 843-7419<PAGE>






(4)  Tax Identification No.: 06-0838648


CONNECTICUT GENERAL      Note R-4   $3,000,000
    LIFE INSURANCE COMPANY    Note R-5   $3,000,000
(Notes registered in the      Note R-6   $3,000,000
name of CIG & Co.)  Note R-7   $3,000,000
     Note R-8   $3,000,000

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase NYC/CTR/
BNF=CIGNA Private Placements/AC=9009001802
ABA# 021000021

OBI=[name of company; description of security; interest rate;
maturity date; PPN; due date and application (as among principal,
premium and interest) of the payment being made; contact name and
phone.]

(2)  In the case of all notices in respect of payment:

CIG & Co.
c/o CIGNA Investments, Inc.
Attention:  Securities Processing S-309
900 Cottage Grove Road
Hartford, CT 06152-2309

with a copy to:

Chase Manhattan Bank, N.A.
Private Placement Servicing
P.O. Box 1508
Bowling Green Station
New York, New York 10081
Attention: CIGNA Private Placements
FAX: 212-552-3107/1005

(3)  In the case of all other communications:

CIG & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities Division - S-307
Operations Group
900 Cottage Grove Road
Hartford, Connecticut 06152-2307<PAGE>





FAX: 860-726-7203

(4)  Tax Identification No.: 13-3574027

CONNECTICUT GENERAL LIFE INSURANCE COMPANY,  Note R-9   $3,000,000
     ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
(Note registered in the name of CIG & Co.)

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase NYC/CTR/
BNF=CIGNA Private Placements/AC=9009001802
ABA# 021000021

OBI=[name of company; description of security; interest rate;
maturity date; PPN; due date and application (as among principal,
premium and interest) of the payment being made; contact name and
phone.]

(2)  In the case of all notices in respect of payment:

CIG & Co.
c/o CIGNA Investments, Inc.
Attention: Securities Processing S-309
900 Cottage Grove Road
Hartford, CT 06152-2309

with a copy to:

Chase Manhattan Bank, N.A.
Private Placement Servicing
P.O. Box 1508
Bowling Green Station
New York, New York 10081
Attention: CIGNA Private Placements
FAX: 212-552-3107/1005

(3)  In the case of all other communications:

CIG & Co.
c/o CIGNA Investments, Inc.
Attention: Private Securities Division - S-307
Operations Group
900 Cottage Grove Road
Hartford, Connecticut 06152-2307
FAX: 860-726-7203<PAGE>





(4)  Tax Identification No.: 13-3574027

ALLSTATE LIFE INSURANCE COMPANY    Note R-10 $3,100,000
     Note R-11 $3,100,000
     Note R-12 $1,300,000

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes preceded by "DPP" and the allocation of the
payment to principal, premium or interest to:

BBK = Harris Trust and Savings Bank
ABA #071000288
BNF = Allstate Life Insurance Company
Collection Account #168-117-0
ORG = (Enter Issuer Name (and Credit Name, if any))
OBI =  DPP - (Enter Private Placement No., if available) -
(L_________
(Enter Lease Number, if any) -
Payment Due Date (MM/DD/YY) -
P__________ (Enter "P" and amount of principal being remitted, for
example,
P5000000.00)
I __________ (Enter "I" and amount of interest being remitted, for
example, I225000.00)

(2)  In the case of all notices in respect of payment and written
confirmations of wire transfers:

Allstate Insurance Company
Investment Operations - Private Placements
3075 Sanders Road, STE G4A
Northbrook, IL 60062-7127
Telephone: (708) 402-8709
Telecopy: (708) 402-7331

(3)  In the case of all other communications:

Allstate Life Insurance Company
Private Placements Department
3075 Sanders Road, STE G3A
Northbrook, Illinois 60062-7127
Telephone: (708) 402-4394
Telecopy: (708) 402-3092

(4)  Tax Identification No.: 36-2554642

ALLSTATE INSURANCE COMPANY    Note R-13   $4,500,000<PAGE>





(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes preceded by "DPP" and the allocation of the
payment to principal, premium or interest to:

BBK     = Harris Trust and Savings Bank
ABA #071000288
BNF     =      Allstate Insurance Company
Collection Account #168-114-7
ORG    =  (Enter Issuer Name (and Credit, if any))
OBI     = DPP - (Enter Private Placement No., if available) -
(L___________
(Enter Lease Number, if any)  - )
Payment Due Date (MM/DD/YY)
P____________ (Enter "P" and amount of principal being remitted, for
example, P5000000.00) -
I___________ (Enter "I" and amount of interest being remitted, for
example, I225000.00)

(2)  In the case of all notices in respect of payment and written
confirmations of wire transfers:

Allstate Insurance Company
Investment Operations - Private Placements
3075 Sanders Road, STE G4A
Northbrook, IL 60062-7127
Telephone: (708) 402-8709
Telecopy:  (708) 402-7331

(3)  In the case of all other communications:

Allstate Life Insurance Company
Private Placements Department
3075 Sanders Road, STE G3A
Northbrook, Illinois 60062-7127
Telephone: (708) 402-4394
Telecopy:  (708) 402-3092

(4)  Tax Identification No.: 36-0719665

GENERAL AMERICAN LIFE INSURANCE    Note R-14   $5,000,000
    COMPANY
(Note registered in the name of GALICO)


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the<PAGE>





name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

General American Life Insurance Company
c/o The Bank of New York
ABA #021000018     BNF: IOC566
Atten:  P&I Department

(2)  In the case of all notices in respect of payment:

General American Life Insurance Company
Attn: Investment Accounting
P.O. Box 418
St. Louis, MO 63166
   and
GALICO
c/o The Bank of New York
P.O. Box 19266
Newark, NJ 07195

(3)  In the case of all other communications:

General American Life Insurance Company
Attn: Securities Division
P.O. Box 396
St. Louis, MO 63166
   and
GALICO
c/o The Bank of New York
P.O. Box 19266
Newark, NJ 07195

(4)  Tax Identification No.: 43-6168630

COVA FINANCIAL SERVICES LIFE  Note R-15    $3,000,000
    INSURANCE COMPANY


(1)       In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

NORTHERN CHGO/Trust
ABA #071000152
Credit wire account #5186041000
Account 26-02881/COVA Financial
Services Life Insurance Company<PAGE>





(2)  In the case of all notices in respect of payment:

General American Life Insurance Co.
Attn: Investment Accounting
P.O. Box 418
St. Louis, MO 63166
   and
COVA Financial Services Life Insurance Co.
c/o The Northern Trust Company
P.O. Box 92996
Chicago, IL   60675

(3)  In the case of all other communications:

General American Life Insurance Company
Attn: Securities Division
P.O. Box 396
St. Louis MO 63166
   and
COVA Financial Life Insurance Co.
c/o The Northern Trust Company
P.O. Box 92996
Chicago, IL 60675

(4)  Tax Identification No.: 43-1236042


COVA FINANCIAL LIFE           Note R-16   $1,000,000
    INSURANCE COMPANY


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

BK OF NYC/CTR/BBK
IOC 565 - Inst'l Custody
Account #076628
For: COVA Financial Life Insurance Co.
ABA #021000018

(2)  In the case of all notices in respect of payment:

General American Life Insurance Co.
Attn: Investment Accounting
P.O. Box 418
St. Louis, MO 63166
   and
COVA Financial Life Insurance Co.<PAGE>





c/o COVA Financial Services
One Tower Lane, Suite 3000
Oak Brook Terrace, IL 60181

(3)  In the case of all other communications:

General American Life Insurance Co.
Attn: Securities Division
P.O. Box 396
St. Louis, MO   63166
   and
COVA Financial Life Insurance Co.
c/o COVA Financial Services
One Tower Lane, Suite 3000
Oak Brook Terrace, IL 60181

(4)  Tax Identification No.: 94-2176117

PHOENIX AMERICAN LIFE INSURANCE COMPANY Note R-17   $4,000,000]


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase Manhattan Bank, N.A.
New York, NY
ABA #121-000-021
Account #900-9000-200
Account Name: Income Processing
Re:  Phoenix American Life Acct. #G05464
OBI=Edward D. Jones & Co. L.P., PPN #48003# AC 6, RATE=8.180%,
DUE=September 1, 2008
(include company name, principal and interest breakdown and premium,
if any)

(2)  In the case of all notices in respect of payment:

Phoenix American Life Insurance Company
c/o Phoenix Duff & Phelps, Inc.
56 Prospect Street
Hartford, CT 06115
Attention: Private Placements

(3)  In the case of all other communications:

Phoenix American Life Insurance Company
c/o Phoenix Duff & Phelps, Inc.
56 Prospect Street<PAGE>





Hartford, CT 06115
Attention: Private Placements

(4)  Tax Identification No.: 06-0893662

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY   Note R-18   $4,000,000]


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase Manhattan Bank, N.A.
New York, NY
ABA #121-000-021
Account #900-9000-200
Account Name: Income Processing
Re:  Phoenix Home Life Acct. #G05689
OBI=Edward D. Jones & Co. L.P., PPN #48003# AC 6, RATE=8.180%,
DUE=September 1, 2008
(include company name, principal and interest breakdown and premium,
if any)

(2)  In the case of all notices in respect of payment:

Phoenix Home Life Mutual Insurance Company
c/o Phoenix Duff & Phelps, Inc.
56 Prospect Street
Hartford, CT 06115
Attention: Private Placements

(3)  In the case of all other communications:

Phoenix Home Life Mutual Insurance Company
c/o Phoenix Duff & Phelps, Inc.
56 Prospect Street
Hartford, CT 06115
Attention: Private Placements

(4)  Tax Identification No.: 06-0893662

FORD LIFE INSURANCE COMPANY   Note R-19   $5,000,000
(Note registered in the name of OKGBD & Co.)


(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:<PAGE>





By crediting in the form of bank wire transfer of Federal
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Bankers Trust Company
ABA #021-001-033
Account #99-911-145
For further credit to acct. #099546
Ref. Edward D. Jones & Co. L.P. Notes
PPN#       , P$          , I$

(2)  In the case of all notices in respect of payment:

SunAmerica Investments
1 Sun America Center
Los Angeles, CA 90067-6022
Attn: Investment Accounting, 36th floor
Telephone: 310-772-6342
Fax: 310-772-6596

(3)  In the case of all other communications:

SunAmerica Corporate Finance
1 SunAmerica Center
Los Angeles, CA 90067-6022
Attn: Yvonne Stevens
Telephone: 310-772-6082
Fax: 310-772-6078

(4)  Tax Identification No.: 38-1803868

 MASSACHUSETTS MUTUAL LIFE INSURANCE    Note R-20   $3,750,000
    COMPANY

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For MassMutual Long Term Pool
Account No. 4067-3488
Re:  Description of security, principal and interest split

With telephone advice of payment to the<PAGE>





Securities Custody and Collection
Department of Massachusetts Mutual Life
Insurance Company at (413) 744-3878

(2)  In the case of all notices in respect of payment:

     Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:     Securities Custody and Collection Department
F381

(3)  In the case of all other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:  Securities Investment Division

(4)  Tax Identification No.:  04-1590850

 MASSACHUSETTS MUTUAL LIFE INSURANCE    Note R-21   $1,000,000
    COMPANY

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MassMutual IFM Non-Traditional
Account No. 910-2509073
Re:  Description of security, principal and interest split

With telephone advice of payment to the
Securities Custody and Collection
Department of Massachusetts Mutual Life
Insurance Company at (413) 744-3878

(2)  In the case of all notices in respect of payment:

     Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:     Securities Custody and Collection Department
F381<PAGE>





(3)  In the case of all other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:  Securities Investment Division

(4)  Tax Identification No.:  04-1590850

CM LIFE INSURANCE COMPANY     Note R-22   $250,000

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For Segment 43 - Universal Life
Account No. 4068-6561
Re:  Description of security, principal and interest split

With telephone advice of payment to the
Securities Custody and Collection
Department of Massachusetts Mutual Life
Insurance Company at (413) 744-3878

(2)  In the case of all notices in respect of payment:

     CM Life Insurance Company
c/o Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:     Securities Custody and Collection Department
F381

(3)  In the case of all other communications:

CM Life Insurance Company
c/o Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn:  Securities Investment Division

(4)  Tax Identification No. 06-1041383

LIBERTY LIFE INSURANCE COMPANY     Note R-23   $3,000,000
(Note registered in the name of HARE & CO.)<PAGE>







(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

The Bank of New York
BNF IOC 566
ABA #021000018
Attn: P&I Dept.
Acct. Name:  Edward D. Jones & Co., L.P.
Account No. 214869 - Liberty Life/Lincoln National

(2)  In the case of all notices in respect of payment:

1.   Liberty Investment Group
Post Office Box 789
Greenville, South Carolina 29602
Attention: Barbara Stegall
and
2.   Liberty Capital Advisors
Post Office Box 789
Greenville, South Carolina 29602
Attention: Pat Holbert

(3)  In the case of all other communications:

Liberty Capital Advisors
Post Office Box 789
Greenville, South Carolina 29602
Attention: Judy Brune

(4)  Tax Identification No.: 57-0249218

SOUTHERN FARM BUREAU LIFE     Note R-24   $2,500,000
    INSURANCE COMPANY

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

Chase Manhattan Bank
New York, NY
ABA #021000021<PAGE>





Account #325016488
For credit to Southern Farm Bureau Life Insurance Company

(2)  In the case of all notices in respect of payment:

Southern Farm Bureau Life Insurance Company
P.O. Box 78
Jackson, MS 39205
Attn: Investment Department

(3)  In the case of all other communications:

Southern Farm Bureau Life Insurance Company
P.O. Box 78
Jackson, MS 39205
Attn: Investment Department

or by overnight delivery to:
1401 Livingston Lane
Jackson, MS 39213

(4)  Tax Identification No.: 64-0283583

PROVIDENT MUTUAL LIFE INSURANCE COMPANY Note R-25    $1,000,000



(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

PNC Bank
Broad and Chestnut Streets
Philadelphia, PA 19101
ABA # 031-000-053

For credit to:
Provident Mutual Life Insurance Company
Account # 85-4084-2176

(2)  In the case of all notices in respect of payment:

Provident Mutual Life Insurance Company
P. O. Box 1717
Valley Forge, PA 19482-1717
Attention: Securities Investment Department
Fax # (610) 407-1322

(3)  In the case of all other communications:<PAGE>






Provident Mutual Life Insurance Company
P. O. Box 1717
Valley Forge, PA 19482-1717
Attention: Securities Investment Department
Fax # (610) 407-1322

(4)  In the case of all notices and communications requiring
overnight express delivery service:

Provident Mutual Life Insurance Company
1205 Westlakes Drive
Berwyn, PA 19312-2405
Attention: Treasurer

(5)  Tax Identification No.: 23-099-045-0

PROVIDENTMUTUAL LIFE AND ANNUITY   Note R-26    $1,000,000
    COMPANY OF AMERICA

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

PNC Bank
Broad and Chestnut Streets
Philadelphia, PA 19101
ABA # 031-000-053

For credit to:
Providentmutual Life and Annuity Company of America
Account # 85-5075-4911

(2)  In the case of all notices in respect of payment:

Providentmutual Life and Annuity Company of America
P. O. Box 1717
Valley Forge, PA 19482-1717
Attention: Securities Investment Department
Fax # (610) 407-1322

(3)  In the case of all other communications:

Providentmutual Life and Annuity Company of America
P. O. Box 1717
Valley Forge, PA 19482-1717
Attention: Securities Investment Department
Fax # (610) 407-1322<PAGE>





(4)  In the case of all notices and communications requiring
overnight express delivery service:

Providentmutual Life and Annuity Company of America
1205 Westlakes Drive
Berwyn, PA 19312-2405
Attention: Treasurer

(5)  Tax Identification No.: 23-161-908-2

MANHATTAN NATIONAL LIFE INSURANCE COMPANY    Note R-27   $2,000,000
(Note registered in the name of SIGLER & CO.)

(1)  In the case of all payments on account of the Notes in
accordance with Section 6.1:

By crediting in the form of bank wire transfer of Federal or other
immediately available funds, providing information identifying the
name of the issuer, the caption of the Notes, the Private Placement
Number of the Notes and the allocation of the payment to principal,
premium or interest to:

LaSalle National Bank, Chicago, IL
Attention: Trust
ABA 071000505
Ref: LaSalle Internal Account Number 03-7326105
Ref: Account Name Manhattan National Life

(2)  In the case of all notices in respect of payment:


Pioneer Financial Services
Manhattan National Life Ins.
Kelly Johnson 11th Floor
1750 East Golf Road
Schaumburg, IL 60173
Phone: 847-413-7052
Fax: 847-413-7192
     and
LaSalle National Trust NA
Manhattan Nat'l Life 037326105
John Mallon - Suite 311
135 South LaSalle Street
Chicago, IL 60674-9910
Company Tax ID 45-0252531
Company Bank Account 037326105
Bank ABA 071000505
Bank DTC 2251
Bank Agent 26320
Bank Institutional ID 26320
Bank Phone 312-904-2374<PAGE>







(3)  In the case of all other communications:

Pioneer Financial Services
Manhattan National Life Ins.
Kelly Johnson 11th Floor
1750 East Golf Road
Schaumburg, IL 60173
Phone: 847-413-7052
Fax: 847-413-7192
     and
LaSalle National Trust NA
Manhattan Nat'l Life 037326105
John Mallon - Suite 311
135 South LaSalle Street
Chicago, IL 60674-9910

Company Tax ID 45-0252531
Company Bank Account 037326105
Bank ABA 071000505
Bank DTC 2251
Bank Agent 26320
Bank Institutional ID 26320
Bank Phone 312-904-2374





(4)  Tax Identification No.: 45-0252531

     SCHEDULE II

     SCHEDULE OF INDEBTEDNESS FOR MONEY BORROWED
     AT AUGUST 15, 1996

     EDWARD D. JONES & CO., L.P.



Lender

Original Principal Amount

Outstanding Principal Amount


Date of Note


Maturity Date<PAGE>





Interest Rate


State Mutual Life Assurance Company of America

3,000,000
2,000,000

3,000,000
2,000,000

5/8/92
4/22/94

5/1/02
4/15/06

8.960%
7.950%


SMA Life Assurance Company

1,000,000
2,000,000

1,000,000
2,000,000

5/8/92
4/22/94

5/1/02
4/15/06

8.960%
7.950%


Massachusetts Mutual Life Insurance Company

12,000,000
7,500,000

12,000,000
7,500,000

5/8/92
4/22/94

5/1/02
4/15/06

8.960%<PAGE>





7.950%


Allstate Life Insurance Company

8,000,000
15,000,000

8,000,000
15,000,000

5/8/92
4/22/94

5/1/02
4/15/06

8.960%
7.950%


Allstate Life Insurance Company of New York

2,000,000

2,000,000

5/8/92

5/1/02

8.960%


Life Investors Insurance Company of America

4,000,000

4,000,000

5/8/92

5/1/02

8.960%


Connecticut General Life Insurance Company

21,500,000

21,500,000

4/22/94<PAGE>






4/15/06

7.950%


First Colony Life Insurance Company

3,000,000

3,000,000

4/22/94

4/15/06

7.950%


Southern Farm Bureau Life Insurance Company

3,000,000

3,000,000

4/22/94

4/15/06

7.950%


Hartford Life Insurance Company

15,000,000

15,000,000

4/22/94

4/15/06

7.950%


International Life Investors Insurance Company

2,100,000

2,100,000

4/22/94

4/15/06<PAGE>






7.950%


London Life International Reinsurance Corporation/International Life
Investors Company

1,400,000

1,400,000

4/22/94

4/15/06

7.950%


Bankers United Assurance Company

1,000,000

1,000,000

4/22/94

4/15/06

7.950%


AUSA Life Insurance Company, Inc.

5,500,000

5,500,000

4/22/94

4/15/06

7.950%


Provident Life and Accident Insurance Company

6,000,000

6,000,000

4/22/94

4/15/06<PAGE>





7.950%


Protective Life Insurance Company

6,000,000

6,000,000

4/22/94

4/15/06

7.950%


State Mutual Securities Trust

1,000,000

1,000,000

4/22/94

4/15/06

7.950%


Mercantile Bank of St. Louis, N.A. (1)

60,000,000

0

5/31/96

N/A

Variable


Boatmenis National Bank of St. Louis (1)

60,000,000

0

7/15/96

N/A

Variable<PAGE>






The Northern Trust Co. (1)

50,000,000

0

3/2/94

N/A

Variable


First National Bank of Chicago (1)

25,000,000

0

3/5/92

N/A

Variable


Trust Company Bank (1)

50,000,000

0

6/1/94

N/A

Variable


Chemical Bank (1)

90,000,000

0

3/24/92

N/A

Variable


Bank of New York (1)<PAGE>






100,000,000

0

7/2/96

N/A

Variable


Banque Paribas - New York (1)

50,000,000

0

6/25/96

N/A

Variable


Banque Nationale de Paris - Chicago (1)

60,000,000

0

10/1/94

N/A

Variable


Commerce Bank of St. Louis, N.A. (1)

    30,000,000

0

6/1/96

N/A

Variable




$697,000,000<PAGE>






$122,000,000









(1)_Represents short-term borrowing arrangements.  Original
principal amount represents maximum available for borrowing subject
to market value of collateral held (firms and customer securities).
Outstanding principal amount represents amounts borrowed as of (to
be determined).





     Book Values as of July 26, 1996


     SUBSIDIARIES OF THE PARTNERSHIP





NAME OF ENTITY

     JURISDICTION OF
     FORMATION OR
     INCORPORATION



     BOOK VALUE



Direct Subsidiaries:






Conestoga Securities, Inc. (B)

Missouri Corporation

     $32,664<PAGE>







Edward D. Jones & Co.
  Canada Holding Co., Inc. (B)


CBCA Corporation


     $106,969


Patronus, Inc. (B)

Missouri Corporation

     $0


Cornerstone Mortgage
 Investment Group, Inc. (B)


Delaware Corporation


     $35,715


Cornerstone Mortgage
 Investment Group, Inc. II (B)


Delaware Corporation


     $500


Nooney Capital Corp.

Missouri Corporation

     (A)


Nooney-Five Capital Corp.

Missouri Corporation

     (A)


Nooney-Six Capital Corp.<PAGE>






Missouri Corporation

     (A)


Nooney-Seven Capital Corp.

Missouri Corporation

     (A)


Nooney Income Investments, Inc.

Missouri Corporation

     (A)


Nooney Income Investments Two, Inc.

Missouri Corporation

     (A)


S-J Capital Corp.

Missouri Corporation

     (A)



Direct Limited Partnership Interests:






Edward D. Jones & Co. (B)

Ontario Limited Partnership

     $7,378,039


Passport Research, Ltd.

Pennsylvania Limited Partnership

     $713,240<PAGE>







EDJ Ventures, Ltd. (B)

Missouri Limited Partnership

     $648,089


EDJ Insurance Agency of Arkansas (B)

Arkansas Limited Partnership

     $980


EDJ Insurance Agency of Montana (B)

Montana Limited Partnership

     $980


EDJ Insurance Agency of New Jersey (B)

New Jersey Limited Partnership

     $990


EDJ Insurance Agency of New Mexico (B)

New Mexico Limited Partnership

     $990


EDJ Insurance Agency of Utah (B)

Utah Limited Partnership

     $990


EDJ Investment Advisory Services (B)

Missouri Limited Partnership

     $0



Direct General Partnership Interests:<PAGE>










EDJ Insurance Agency of California (B)

California General Partnership

     $100



Indirect Subsidiaries:






CIP Management, Inc. (B)

Missouri Corporation

Subsidiary of Conestoga Securities, Inc.


CIP Management, L.P. (B)

Missouri Limited Partnership

Subsidiary of EDJ Ventures, Ltd.



Indirect General Partnership Interests:






Community Investment Partners, L.P.

Missouri Limited Partnership

     (C)


Community Investment Partners II, L.P.

Missouri Limited Partnership

     (C)<PAGE>












(A)__The total book value of all Nooney entities is $0.

(B)__Also a subsidiary of the Partnership in which the Partnership
holds at least 50% of the outstanding shares of Voting Stock of the
entity or is a general partner in (or has the power to remove a
general partner of) a general or limited partnership.

(C)  General partnership interest owned by CIP Management, L.P.,
which is an indirect subsidiary of the Partnership.

     SCHEDULE IV-A
     OPINION OF SPECIAL COUNSEL
     FOR THE PURCHASER



The opinion of Day, Berry & Howard, your special counsel, shall be
to the effect that:

1.   The General Partner is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Missouri; and the Partnership is a limited partnership duly
organized, validly existing and in good standing under the laws of
the State of Missouri and has all requisite power and authority to
enter into the Agreement and to issue and sell the Notes and to
carry out the terms thereof.

2.   The Agreement (and the performance hereof) has been duly
authorized by all necessary action on the part of, and duly executed
and delivered by, the Partnership, and constitutes a legal, valid
and binding agreement of the Partnership, enforceable in accordance
with its terms, except as enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally from
time to time in effect, and by general principles of equity.

3.   The Notes (and the performance thereof) have been duly
authorized by all necessary action on the part of the Partnership,
have been duly executed, issued and delivered by the Partnership and
constitute legal, valid and binding obligations of the Partnership,
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights from time to time in effect and by general
principles of equity.<PAGE>





4.   Neither the execution, delivery or performance of the
Agreement, nor the offer, issuance, sale, delivery or performance of
the Notes, does or will conflict with or violate the Partnership
Agreement.

5.   On the basis of the representations contained in Sections 3.2
and 3.3 of the Agreement, it is not necessary, in connection with
the issuance and delivery of the Notes to you and the Other
Purchasers, under the circumstances contemplated by the Agreement,
to register the Notes under the Securities Act, or to qualify an
indenture with respect thereto under the Trust Indenture Act of
1939, as amended.

Said opinion may contain such reasonable limitations as are
acceptable to you.  The opinion shall state that the opinions of
counsel for the Partnership, referred to in Schedules IV-B and IV-C
hereof, are satisfactory in scope and form to such special counsel
and that in their opinion you and they are justified in relying
thereon.

Such special counsel shall, in addition, opine as to such other
matters as you may reasonably request.

     SCHEDULE IV-B

     OPINION OF COUNSEL FOR THE PARTNERSHIP
     TO THE PURCHASER

The opinion of Lawrence R. Sobol, Esq., counsel for the Partnership,
shall be to the effect that:

1.   The Partnership is a limited partnership duly organized,
operating under the Partnership Agreement, validly existing and in
good standing under the laws of the State of Missouri, and has all
requisite power and authority to own (or hold under lease) its
properties, to conduct its business as currently conducted and as
currently proposed to be conducted, to enter into this Agreement, to
offer, issue, sell and deliver the Notes, and to perform its
obligations under this Agreement and the Notes.  The Partnership is
duly qualified as a foreign limited partnership in all jurisdictions
in which such qualification is provided for and/or has filed
certificates of doing business in every jurisdiction in which the
properties owned (or held under lease) by it or the nature of its
activities makes such qualification or filing necessary in order to
comply with applicable laws.

2.   The General Partner is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Missouri and has all requisite power and authority (corporate and
other) to enter into this Agreement, to offer, issue, sell and
deliver the Notes, and to perform its obligations under this
Agreement and the Notes on behalf of the Partnership.  The General
Partner is not qualified as a foreign corporation in any
jurisdiction and neither the properties owned (or held under lease)<PAGE>





by it nor the nature of its activities makes such qualification
necessary in order to comply with applicable laws.

3.   This Agreement (and the performance hereof) has been duly
authorized by all necessary action on the part of, and duly executed
and delivered by, the Partnership and constitutes the legal, valid
and binding agreement of the Partnership, enforceable in accordance
with its terms, except as enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally from
time to time in effect or by general principles of equity.


4.   The Notes (and the performance thereof) have been duly
authorized by all necessary action on the part of the Partnership,
have been duly executed, issued and delivered by the Partnership and
constitute legal, valid and binding obligations of the Partnership
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting the enforcement of
creditors' rights generally from time to time in effect or by
general principles of equity.  The Notes have been delivered to you
and the Other Purchasers, in the principal amounts indicated in
Schedule I, by the Partnership pursuant to the provisions of this
Agreement.

5.   On the basis of the representations contained in Sections 3.2
and 3.3 of this Agreement, it is not necessary, in connection with
the issuance and delivery of the Notes to you, under the
circumstances contemplated by the Agreements, to register the Notes
under the Securities Act or to qualify an indenture with respect to
any thereof under the Trust Indenture Act of 1939, as amended.

6.   None of the transactions contemplated by this Agreement
(including, without limitation, the direct or indirect use of the
proceeds from the sale of the Notes) will violate or result in a
violation of Section 7 of the Securities Exchange Act or any
regulations issued pursuant thereto, including, without limitation,
Regulation G (12 C.F.R., Part 207), as amended, Regulation T (12
C.F.R., Part 220), as amended, and Regulation X (12 C.F.R., Part
224), as amended, of the Board of Governors of the Federal Reserve
System.

7.   Except for the consents and approvals referred to in Section
2.17 of this Agreement and the filing with the SEC pursuant to
Appendix D to Rule 15c3-l, no consent, approval or authorization of,
registration, qualification, designation, declaration or filing with
or notice to any Federal, state or local government or public
authority or agency (including any State Securities Commission) or
Business Association is required for the valid execution, delivery
and performance of this Agreement or the valid offer, issuance,
sale, delivery and performance of the Notes or the valid
consummation of any other transaction contemplated hereby or
thereby.<PAGE>






8.   Neither the execution or delivery of this Agreement, the offer,
issuance, sale or delivery of the Notes, nor the performance of this
Agreement or the Notes, does or will cause the Partnership or any of
its Subsidiaries to be in violation in any material respect of any
law or ordinance, or any order of general application, rule or
regulation of any Federal, state, county, municipal or other
governmental or public authority or agency, or any order, direction
or rule of any Business Association, having jurisdiction or
authority over any of them or any of their respective properties

9.   Neither the execution, delivery or performance of this
Agreement, nor the offer, issuance, sale, delivery or performance of
the Notes, does or will (i) conflict with or violate the partnership
agreement, certificate of partnership, charter or bylaws, as the
case may be, of the Partnership or any of its Subsidiaries, (ii)
conflict with or result in a breach of any of the terms, conditions
or provisions of, or constitute a default under, any evidence of
Indebtedness or other agreement or instrument referred to in Section
2.9 of this Agreement, (iii) result in the creation of any Lien of
any nature whatsoever upon any of the properties or assets of the
Partnership or any of its Subsidiaries under the terms of any such
evidence of Indebtedness, other agreement or instrument, or (iv)
require the consent of or other action by any trustee, any creditor
of, any lessor to, or any investor in, the Partnership or any of its
Subsidiaries.

10.  There is no action at law, suit in equity or other proceeding
or investigation (whether or not purportedly on behalf of the
Partnership or any of its Subsidiaries in any court or by or before
any other governmental or public agency or any arbitrator, or before
any Business Association, against or affecting, or (to the best
knowledge of such counsel) threatened against, the Partnership or
any of its Subsidiaries or any of their respective properties that,
either individually or in the aggregate, (i) involves the reasonable
possibility of a material judgment or liability against any of them
or could materially adversely affect the business, prospects,
earnings, properties or condition, financial or otherwise, of any of
them, or (ii) questions the validity of this Agreement or the Notes.
Neither the Partnership nor any of its Subsidiaries is in default
with respect to any order, writ, injunction, judgment or decree of
any court or other governmental or public authority or agency, with
respect to the award of any arbitrator, or with respect to the order
or direction of any Business Association.

11.  Neither the Partnership nor any Partnership Subsidiary is an
"investment company" or a company "controlled" by an "investment
company" (as such terms are defined in the Investment Company Act of
1940, as amended)

12.  The Partnership is registered as a broker-dealer with the SEC
under the Securities Exchange Act, and is also registered as a
broker-dealer with the proper authorities, including State<PAGE>





Securities Commissions, of every jurisdiction in which the nature of
its activities makes such registration necessary.

13.  There are no applicable taxes, fees or other governmental
charges payable in connection with the execution and delivery of
this Agreement or in connection with the offer, issuance, sale or
delivery of the Notes.

Such counsel shall, in addition, opine as to such other matters as
you or your special counsel may reasonably request.  Said opinion
may contain such reasonable limitations as are acceptable to you and
your special counsel.

     SCHEDULE IV-C

     OPINION OF SPECIAL COUNSEL FOR THE
     PARTNERSHIP


The opinion of Bryan Cave, special counsel for the Partnership,
shall be to the effect that:

1.   This Agreement (and the performance hereof) has been duly
authorized by all necessary action on the part of, and duly executed
and delivered by, the Partnership and constitutes the legal, valid
and binding agreement of the Partnership, enforceable in accordance
with its terms, except as enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting the enforcement of creditors' rights generally from
time to time in effect or by general principles of equity.

2.   The Notes (and the performance thereof) have been duly
authorized by all necessary action on the part of the Partnership,
have been duly executed, issued and delivered by the Partnership and
constitute legal, valid and binding obligations of the Partnership
enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting the enforcement of
creditors' rights generally from time to time in effect or by
general principles of equity.

3.   On the basis of the representations contained in Sections 3.2
and 3.3 of this Agreement, it is not necessary, in connection with
the issuance and delivery of the Notes to you, under the
circumstances contemplated by the Agreements, to register the Notes
under the Securities Act or to qualify an indenture with respect to
any thereof under the Trust Indenture Act of 1939, as amended.


4.   None of the transactions contemplated by this Agreement
(including, without limitation, the direct or indirect use of the
proceeds from the sale of the Notes) will violate or result in a
violation of Section 7 of the Securities Exchange Act or any
regulations issued pursuant thereto, including, without limitation,<PAGE>





Regulation G (C.F.R., Part 207), as amended, Regulation T (12
C.F.R., Part 220), as amended, and Regulation X (12 C.F.R., Part
224), as amended, of the Board of Governors of the Federal Reserve
System.



5.   Except for the consents and approvals referred to in Section
2.17 of this Agreement and the filing with the SEC pursuant to
Appendix D to Rule 15c3-l, no consent, approval or authorization of,
registration, qualification, designation, declaration or filing with
or notice to any Federal, or any Missouri state or local,
governmental or public authority or agency (including the State
Securities Commission for the State of Missouri) or Business
Association is required for the valid execution, delivery and
performance of this Agreement or the valid offer, issuance, sale,
delivery and performance of the Notes or the valid consummation of
any other transaction contemplated hereby or thereby.

6.   Neither the execution or delivery of this Agreement, the offer,
issuance, sale or delivery of the Notes, nor the performance of this
Agreement or the Notes, does or will cause the Partnership or any of
its Subsidiaries to be in violation in any material respect of any
law or ordinance, or any order of general application, rule or
regulation of any Federal, or any Missouri state, county or
municipal, governmental or public authority or agency.

Such counsel shall, in addition, opine as to such other matters as
you or your special counsel may reasonably request.  Said opinion
may contain such reasonable limitations as are acceptable to you and
your special counsel.

     EXHIBIT A
     EDWARD D. JONES & CO., L.P.

     8.18% Subordinated Capital Note Due September 1, 2008


No. _______                        [Place of Issue]
$ _________                                            [Date of
Issue]

EDWARD D. JONES & CO., L.P., a Missouri limited partnership (the
"Partnership"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
DOLLARS ($                       ) on September 1, 2008; and to pay
interest (computed on the basis of a 360-day year of twelve 30-day
months) on the unpaid principal balance thereof from the date of
this Note at the rate of 8.18% per annum, semiannually on March 1
and September 1 in each year, commencing February 1, 1997, until the
principal amount hereof shall become due and payable, and to pay, on
demand, interest on any overdue principal (including any overdue
prepayment of principal) and premium, if any, and (to the extent
permitted by applicable law) on any overdue installment of interest,<PAGE>





at a rate equal to the greater of (i) the rate of interest announced
publicly by Citibank in New York, New York, from time to time, as
Citibank's base rate, or (ii) 9.18% per annum.

Payments of principal, premium and interest shall be made in such
coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts
by check mailed and addressed to the registered holder hereof at the
address shown in the register maintained by the Partnership for such
purpose, or, at the option of the holder hereof, in such manner and
at such other place in the United States of America as the holder
hereof shall have designated to the Partnership in writing.

This Note is one of an issue of Notes of the Partnership issued in
an aggregate principal amount limited to $94,500,000 pursuant to the
Note Purchase Agreements, dated as of August 15, 1996, between the
Partnership and the original purchasers of the Notes, and is
entitled to the benefits thereof.

As and to the extent provided in said Agreements, this Note is
subject to prepayment, in whole or in part, in certain cases without
premium and in other cases with premium.  The Partnership agrees to
make required prepayments on account of this Note in accordance with
the provisions of said Agreements.

Under certain circumstances, as specified in said Agreements, the
principal of and accrued interest on this Note may be declared due
and payable in the manner and with the effect provided in said
Agreements.


This Note is a registered Note.  Transfers of this Note shall be
registered upon registration books maintained for such purpose by or
on behalf of the Partnership as provided in such Agreements.  Prior
to presentation of this Note for registration of transfer, the
Partnership shall treat the registered holder hereof as the owner
and holder of this Note for the purpose of receiving all payments of
principal and interest hereon and for all other purposes whatsoever,
whether or not this Note shall be overdue and the Partnership shall
not be affected by notice to the contrary.  The obligation of the
Partnership with respect to any payment in respect of this Note,
together with accrued interest, is subordinated to all claims of
certain other present and future creditors of the Partnership as and
to the extent provided in such Agreements.  Such payments are
subject to suspension under certain circumstances set forth in such
Agreements.

This Note shall be governed by and construed in accordance with the
law of the State of Connecticut.

EDWARD D. JONES & CO., L.P.

By  EDJ Holding Company, Inc.
General Partner<PAGE>







By  ___________________________________
       Title<PAGE>