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                                                                       EXHIBIT 2


                     FORM OF INVESTMENT ADVISORY AGREEMENT



This agreement is entered into as of ______________, by and between
__________________________________ (the "Client") and CYPRESS ASSET MANAGEMENT,
INC. (the "Advisor").

1.       APPOINTMENT OF THE ADVISOR Effective _____________, the Client
appoints the Advisor as Investment Advisor with respect to those assets of the
Client identified in Section 3 below hereto (as augmented or diminished from
time to time hereinafter pursuant to the provisions of this Agreement referred
to collectively hereinafter as the "Client's Account").

2.       DISCRETIONARY AUTHORITY (a) Advisor is concurrently herewith
delivering to the Client a brochure (the "Brochure") pursuant to the Securities
and Exchange Commission's Investment Advisors Act Rule 204-3, promulgated under
the Investment Advisors Act of 1940, as amended.  The Client hereby grants to
the Advisor (and Advisor accepts the responsibilities and obligations attendant
to such grant) full and complete discretion and authority to manage the
investment of the Client's Account, including without limitation, the power and
authority to purchase, sell, exchange, trade, write options on and otherwise
deal in the securities and assets of any type or nature that may from time to
time be acquired for the Client's Account.

(b)      The Advisor shall have the absolute authority and discretion to place
brokerage orders on behalf of the Client with such broker or brokers as the
Advisor shall from time to time in its sole discretion, select.  The Advisor is
specifically granted the authority to select brokers not only on the basis of
their ability to execute trades and their commission rates, but also on their
research capability and advice (and may, in its sole discretion, authorize the
payment of commissions higher than would otherwise be the case as consideration
for such research advice).  The Advisor shall not be responsible for any acts
or failures to act by such broker or brokers, provided that the Advisor shall
effect trades in the Client's Account.

(c)      To enable the Advisor to exercise fully its discretion in managing the
Client's Account, the Client hereby constitutes and appoints the Advisor as the
Client's agent and attorney-in-fact with full power and authority for the
Client and on the Client's behalf to buy, sell and otherwise deal in securities
and contracts relating to and for the Client's Account.  The Client further
grants to the Advisor, as the Client's agent and attorney-in-fact, fully power
and authority to do and perform every act necessary and proper to be done in
the exercise of the foregoing powers as fully as the Client might or could do
if personally present.  This power-of-attorney is coupled with an interest and
shall terminate only on termination of the Agreement or on receipt by the
Advisor of written notice of the death or incapacity of the Client.





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3.       CUSTODIAN OF SECURITIES AND ASSETS The Client's Account or a portion
         thereof has been deposited with:

__________________________Gruntal Company_______________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


(said custodian, as may be changed from time to time by Client, referred to
herein as the "Custodian").  The Advisor is hereby authorized and empowered to
instruct the Custodian with respect to transactions in the securities and assets
that comprise the Client's Account, and the Custodian is hereby directed to
comply promptly with any and all of said instructions.

4.       COMPENSATION For its services rendered hereunder, the Advisor shall be
paid by the Client an annual fee as designated on the attached schedule and
will be based on the market value of the Client's Account.  The fee shall be
computed and payable quarterly by multiplying the applicable quarterly period.
The attached fee schedule shall be a part of this Agreement.  Fees are payable
quarterly base on the value of all assets at the end of the previous quarter.
The fee for the initial period shall be prorated.  Because service fees are
payable in arrears, the Client will not be eligible to receive refunds of said
fees, as payment of same is not due until services are rendered.  If this
Agreement is cancelled or terminated by either party hereto, all fees shall be
prorated for the period in which such cancellation or termination occurs based
on the market value of the Client's Account at the end of the previous
quarterly period and the number of days this Agreement was in effect during the
period of cancellation or termination.

5.       INVESTMENTS OBJECTIVES; LIABILITY DISCLAIMER A statement of the
investment objectives and policies and restrictions thereon of the Advisor is
set forth in the Brochure.  The Advisor's authority hereunder shall not be
impaired because the Advisor may effect transactions for the Advisor's own
account, or for the accounts of others which the Advisor manages, which are
identical or similar to securities transactions the Advisor may effect for the
Client's Account at the same or different times.  Except in cases of negligence
or malfeasance, or violation of applicable law, neither the Advisor nor any of
the Advisor's officers, directors or employees shall be liable hereunder for
any actions or omissions or for any errors of judgment in managing the Client's
Account.  Nothing herein shall in any way constitute a waiver or limitation of
any rights to the extent such waiver or limitation is not permitted by any
federal or state securities laws.

The Advisor acknowledges that it s "fiduciary" with respect to the Client
within the meaning of, and for the purposes of, ERISA, and confirms that it is
registered as an investment adviser under the Investment Advisors Act of 1940.

6.       RECORDS AND REPORTS (a) to provide the Client with an opportunity to
review carefully the Brochure, the Client shall have the right to cancel this
Agreement within five business days of the date first above written, without
penalty, by providing written notice of cancellation to the Advisor.





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(b)      The Advisor shall keep and maintain records of its activities
hereunder, which records shall be open to inspection at any reasonable time by
the Client or by its duly authorized representative.  The Advisor shall render
to the Client quarterly or as reasonably requested, a status report on the
Client's Account which shall include the securities and assets of the Clients
Account as of the end of each three month period and the estimated costs and
fair market value basis thereof.

7.       SERVICES TO OTHER CLIENTS The Client acknowledges that the Advisor
provides and shall continue to provide services of the nature to be rendered
hereunder to clients other than the Client, and the Client agrees that the
Advisor may give advice and take action with respect to the management of its
other clients' securities and assets, which may differ from the advice given,
or the timing or nature of action taken, with respect to the Client's Account.
Nothing in this Agreement shall be deemed to impose upon the Advisor any
obligation to purchase or sell for the Client any security or property which
the advisor may, from time to time, purchase or sell for the account of any
other client.  Investment advisory services are also rendered to principals of
this Advisor and to various members of their families who may or may not hold
similar securities as those of the client.  It is expressly understood that
such principals, their family members and the Client will be given equal
treatment by the Advisor with respect to the securities transactions and that
family members' interests do not necessarily have to come last.

8.       TERMINATION This Agreement may be terminated by either party hereto on
thirty days written notice to the other party.

9.       REPRESENTATIONS AND WARRANTIES  (a) The Advisor hereby represents and
warrants to the client that it is duly licensed and in good standing as an
investment advisor under the Investment Advisors Act of 1940; and that it has
the full power and authority to enter and perform this agreement.

(b)      The Client hereby represents and warrants to the Advisor that is has
the full power and authority to enter and perform this Agreement; and that it
owns, free and clear of any adverse interests or restrictions on transfer
(except as otherwise noted on Exhibit A hereto) the securities and assets
listed on Exhibit A hereto.

10.      DISCLOSURES Client has been informed that investment performance will
be measured on an quarterly basis, and agrees that at the end of each calendar
quarter Client will compensate Cypress Asset Management in the manner described
on the attached fee schedule.

11.      MISCELLANEOUS  (a) This Agreement and the rights and obligations
hereunder are not assignable or delegable by either party hereto without the
prior written consent of the other party.

(b)      No amendment or modification of this Agreement shall be deemed
effective unless and until executed in writing by the parties hereto.

(c)      Nothing in this Agreement shall be construed to create the
relationship of employer and employee between the Client and the Advisor.  The
Client and the Advisor are not partners or joint





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venturers with each other and nothing contained in this Agreement shall be
construed to make them partners or joint venturers with each other or to impose
and liability as such on either of them.

(d)      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Texas.

(e)      The Client warrants that (he/she) has received Part II of Form ADV.

(f)      This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original instrument, but all which together shall
constitute but one agreement.

This Agreement and Addenda attached hereto and executed by the parties hereto,
contain the entire agreement of the parties and supersede all prior
negotiations, correspondence, understandings and agreements between or among
the parties regarding the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.


____________________________________       ____________________________________
         (Client Signature)                         (Client Signature)


CYPRESS ASSET MANAGEMENT, INC.


By:_________________________________       ____________________________________





