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INV-cSTMENT ADVISORY AG<EEMENT



  This Investment Advisory Agreement ("Agreement") made this 1?t , day

of r~ __i, r u , 19 , by and between

  J J -

(the "Client"), and FAYEZ SAROFIM & CO., a Texas corporation ("Sarofim"),



W I T N E S S E T H:



  WHEREAS, the Client has entered into a Custodial Agreement (the

"Custodial Agreement") with l,,•,Ir-{,.vnr,.; Sn c h a ~ L;;, (the

"Custodian"), has established an account with the Custodian (the "Account"),



and has placed the securities, funds, assets, and other properties listed on



  A attached hereto in the Accou;

  and



W i T N E S S E T H:



WHEREAS, the Client desires to make, constitute and appoint Sarofim as



  investment manager with respect to the investment of such securities, funds,

assets, and other properties; any additional securities, funds, assets and



other properties which may subsequently be added to the Account and accepted

by Sarofim; any income therefrom, accretions thereto, or mutations thereof

(all such securities, funds, assets, other properties, income, accretions, and

mutations being hereinafter collectively referred to as the "Property") ; and



WHEREAS, Sarofim desires to accept appointment as and to act as



investment manager with respect to the investment of all of the Property;



NOW, THEREFORE, in consideration of the premises and the mutual promises



contained in this Agreement, the parties agree as follows:



1. Client Appoints Investment Manacer. Upon and subject to the terms



and conditions of this Agreement, the Client hereby makes, constitutes,



appoints, and retains Sarofim as investment manager with respect to the



investment of all of the property. In cons ireration of this appointment,



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  Sarofim agrees to act as investment manager with respect to the inves tmenc of

all of the Property. This appointment of Sarofim as investment mana= er shall

commence as of the date of this Agreement.



  2 P_enresentations by Investment Manager. Sarofim represents and

warrants that it is, and that at all times during the term of this Ac reement

it will be, duly registered with the Securities and Exchange Ccmmissi cn

pursuant to the Investment Advisors Act of 1340, as amended.



  3. Representations by Client. Toe Client represents and ccnf d rms that

the terms of this Agreement do not violate any obligation by which th a Client



is bound, whether arising by contract, operation of law, or other'ise.

.4. and Ptwers _ _ tment Ma ac° or so long as .. ie



appointment of Sarofim as investment manager made pursuant to this ;,C-=Sement

shall continue, Sarofim shall have full and absolute discretionary po;,rer

manage the Property in accordance with, the terms of this Agreement and



applicable law. In particular, Sarofim shall have the following duties and



powers:



  (a) Sarofim shall regularly and continuously collect information

pertaining to investments, securities, the economy, and other matters

pertinent to making the determinations required of it in subpara Graph



  (b) of this paragraph 4.



  (b) Sarofim shall regularly and continuously review the assets,



securities, funds and other properties included in the Account t

determine in Sarofim's sole discretion based on the information

available to it, including any information or advice given to Sarofim by



the Client pursuant to the provisions of paragraph 5(e)_ of this



Agreement, the advisability in the interest of the Client of (i)

retaining some or all of the Property, (ii) selling, exchanging,



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redeeming, liquidating or disposing of some or all of the Property,



  (iii) investing some or all of the proceeds from such sale, exchange,

redemption, liquidation or a_sposition in other assets, securities or

properties, or (iv) investing same or all of the funds included in the



  Property in other assets, securities or properties.



  (c) Sarofim shall place orders directly with brokers, dealers, or

other persons to sell, exchange, redeem, licruidate, or dispose of any of

assets, securities, or other properties which from time to time Sarofim

determines should be disposed of.



(d) Whenever Sarofim determines that proceeds from sales,

exchanges, redemptions, licLidatio_^.s, or dispositions er other u,:nds in



  the Account should be invested in other assets, securities, or

properties, Sarofim shall make s-,.:=h investments by placing croess



directly with brokers, dealers, or other persons.



  (e) Whenever Sarofim determines to place orders for the execution



of portfolio transactions for the Client, Sarofim shall have full power



in its sole discretion to select any broker, dealer, or other person to

execute such transactions and to establish the price and trade

conditions, including brokerage commissions. Without limiting the



generality of the preceding sentence, Sarofim may allocate such

transactions to such brokers and dealers far execution an such markets,



at such prices, and at such commission rates, as in the good faith



judgment of Sarofim will be in. the best interest of the Client, taking

into consideration in the selection of such brokers and dealers not only

the available prices and rates of brokerage commissions, but also other

relevant factors (such as, without limitation, execution capabilities,

research and other services provided by such brokers or dealers which



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  are expected to enhance the general portfolio management caoabiljties of

Sarofim, and the value of an ongoing relationship of Sarofim with such

brokers and dealers) without having to demonstrate that such factors are



  of a direct benefit to the Client



  (f) When Sarofim does place orders directly with brokers,

dealers, or other persons to purchase, accuire, sell, exchange, redeem,

liquidate, or dispose of any property, security, or asset in the



Account, Sarofim shall, as soon as reasonably possible after doing so,

give notice to the Client of the fact that Sarofim has placed such

order.



  )g) Sarofim shall vivre to tha Client such instructions



  directions concerning the exercise of any warrant, conversion' privilege,

subscription right, or other right to make an investment decisicr:

available to the Client with respect to the Property as from time to

time Sarofim in its discretion believes advisable.



  (h) It is understood that Sarofim performs investment advisory

services for various clients other than the Client. The Client agrees

that Sarofim may give ad-rice and take action in the perfo r.^ance of its

duties with respect to any of its other clients which may differ from

advice given, or the timing or nature of action taken, with respect to

the Property, so long as it is Sarofim's. policy, to the extent



practical, to allocate investment opportunities to the Client over a

period of time on a fair and equitable basis relative to other clients

and in accordance with apolicable law. Nothing in this Agreement shall

be deemed to impose upon Sarofim any obligation to purchase or sell for

the Client any security or other property which Sarofim, its principals,

affiliates or employees may purchase or sell for its or their o n



'.B



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accounts or for the account of any other client, if in the sole

discretion of Sarofim such transaction or investment appears unsuitable,

impractical or undesirable for the Client.



  (i) Sarofim shall use reasonable efforts to increase the value of

the Property; however, Sarofim cannot and does not insure any such

increase. Sarofim shall not be liable for any decrease in the value of

the Property except to the extent that any such decrease is the result

of a breach of Sarofim's duties with respect to the Property or of a

violation of applicable law. Nothing herein shall in a=y way constitute



a waiver or limitation of any rights which the Client or any perscn

interested in the Property may have under any applicablefederal



state laws.



  (j) (1) Any instruction, direction or notification given to the

Client in the performance of this Agreement shall be given or c onfirmed

in writing.



  (2) An officer or director of Sarofim shall from time to



time certify to the Client the name or names of the person or persons



authorized to act on its behalf and furnish the Client a specimen of

their signatures. Any individual so certified shall be deemed t o be

Sarofim's authorized representative. When any individual so ce= tified



  shall cease to have authority to act on its behalf, Sarofim shall

promptly give notice of that fact to the client, but until such notice

is received by the Client, such individual shall continue to be an

authorized representative.



  (k) Sarofim shall not have any authority to hold or have

possession of any funds, securities or other properties of the client.

The physical possession of all of the Property shall at all times,



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except when securities are held by some other party in the course of

effecting a sale, transfer, exchange, or other disposition, be held,

controlled, and administered by the Custodian or its nominee o r



  subagent. Sarofim shall have ho responsibility with respect to the

collection of income or the physical acquisition or safekeeping of the

assets, securities, funds, and other; properties which comprise the

Property. All such duties of collection, physical acquisition, or

safekeeping shall be the sole obligation of the Custodian.



  (1) The Client agrees that the only responsibility which Sarofim

shall have with rascect to diversification will be to diversif~r the

investment of the Property so as tc cnfcrm to any investment o h:ect=7es

and restrictions of which Sarofim has received notice as provided in

paragraph 5(e) of this Agreement and to minimize the risk of large

losses in the Account without regard to or consideration of any other

assets, securities, funds, or prcperties owned by the Client.



  (m) The Client recognizes the inherent market fluctuation risks

which accompany the investment and reinvestment of monies.



  (n) Sarofim will maintain records of the assets, securities,

funds, and other properties under management and will prepare quarterly

statements showing portfolio transactions during the quarter and the

value of the Property as of the end of the quarter, determined as

provided in paragraph 6 of this Agreement.



  5. Duties of the Client.



  (a) The Client shall cause the Custodian to provide Sarof im with

all of the information which'Sarofim may reasonably require with respect

to the Property.



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(b) The Client shall cause the Custodian to receive and maintain

at all times custody and control of the Property as provided in

paragraph 4(k) of this Agreement and shall cause the Custodian to

consummate transactions as directed by Sarofim by payment or delivery by

the Custodian of all funds, securities, or other properties due from the

Account upon receipt by or delivery to the Custodian of all fur ds,

securities, or other properties due to the Account. The funds to be



  paid shall be the amount of the purchase price plus all applicable

brokerage charges and to;ces, and the funds to be received shall be the

sales price minus all applicable brokerage charges and taxes.



  (c) The Client shall notify Sarofim in writing as soon as



  reasonably possible whenever the funds the Account available for

investment have increased because the Client has deposited additional

funds in the Account.



  (d) The Client shall cause the Custodian to deliver monthly

statements to Sarofim showing all transactions in the Account and to

notify Sarofim in writing whenever an election concerning any conversion

privilege, subscription right, or other right to make an investment

decision is available to the Client with respect to the Property as soon

as reasonably possible after it becomes available.



  (e) The Client shall advise Sarofim of the investment objectives

of the Client with respect to the Property and of any changes or medifi-

cations therein as well as any specific investment restrictions



applicable thereto and shall give prompt written notice if the Client

deems any investments made for the Client with respect to the Property

to be in violation of such objectives or restrictions. Unless the

Client notifies Sarofim in writing of specific restrictions, the



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LAY-G20 0862.





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investments recommended for, or made on behalf of, the Client shall be

deemed not to be restricted under the current or future laws of anv

state or by virtue of the terms of any other contract or instrument

purporting to bind the Client.



  6. Compensation. For its services Sarofim shall be paid by the

Custodian from the account, promptly after the end of each quarter, a fee

based on the market value of all assets managed by Sarofim as investment

manager pursuant to this Agreement. The fee on equity assets shall be

seventy-five one hundredths of one per cent (0.750) per annum on the first two



  million dollars of assets ($2,000,000), five-tenths of one per cent



  per annum on assets between two million dollars ($2,000,000) and twenty

million dollars ($20,000,000), four-tenths of one per cent (0.40%) per annum

orn assets between twenty million dollars ($20,000,000) and forty million

dollars ($40,000,000), thirty-five one hundredths of one per cent (0.35-) per

annum on assets between forty million dollars and sixty million dollars

($0'0,000,000), and two-tenths of one per cent (0.20%) per annum an assets in

excess of sixty million dollars ($60,000,000) in market value. The fee or.



  fixed income assets shall be two-tenths of one per cent (0.20%) per annum

based on the market value. The fee will be billed quarterly and will be based

on the value of the Property as of the last day of each quarter on which the

New York Stock Exchange is open. Securities traded on a national securities

exchange will be valued at the last sale =rice on the Composite Tape, or if

there has been no sale that day, at the last known bid price. Securities

traded Over-The-Counter will be valued at the last known sale price.

Securities for which market quotations are not readily available will be

valued at the known current bid price believed by Sarofim most nearly to



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represent current market value. Other securities and all other assets will be

valued at sale value as determined in good faith by Sarofim.



  7. Termination.



  (a) This Agreement shall continue in effect until terminated by

either party by giving to the other party notice in writing at least



thirty (30) days prior to the date of termination.



  (b) The Client may at any time without prior notice order Sarofim

to cease activity with respect to the Account.



(c) This Agreement shall rot be assignable by either =arty,



  (d) Notwithstanding any other provision of this Agreement to the

contrary, the Client may terminate this Agreement without any

obligation, including any obligation to pay any compensation to Sarofim,



  and without any penalty, at any time during the five business days

following the execution of this Agreement. Such termination may be

effected by notice to Sarofim, given or confirmed in writing.



H. Effective Date and Performance. This Investment Management

Agreement shall not be effective until accepted in writing by the Investment



Manager at its offices in Houston, Texas, by execution of this Agreement. It

is agreed that the duties of the Investment manager to be performed hereunder



shall be performed by it at its offices in Houston., Texas



  9. Notices. Unless otherwise specified herein, all written notices

with respect to security transactions or any other matters contemplated by

this Agreement shall be deemed duly given when received in writing by Sarofim

at Two Houston Center, Suite 2907, Houston, Texas 77010 or when deposited by



first-class mail postage prepaid addressed to (or delivered by hand to) the

Client at 1-k-'rb'_ D r i'yc 1o ' 3 ] or at

1,.L7 `4 7 ?'1 •.1



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  such other address or addresses as _hall. be snecif_ed, in each Case, in a

notice similarly given,, with a copy to



  Sarcfim may rely upon any notice (written o r oral).

frcm any person reascnably believed by it to be genuine and authorized.



  IN WITTIESS WHEREOF, the parties hereto have executed this Agreement as

of



  WI?'N£SS



  v G~

  Fns SARCFIM & CO.

W':--N--SS : investment Manacer

3y



  LAY-G20 0864









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  FAY~"= S.~P.C FIM S CC.





  EX=IT A

Initial Funding:



  $2,000,000 in cash held in Goldman Sachs account number 014-074090.





  LAY-G20 0865