1. Subject. The purpose of this memorandum is to document our agreement

 AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

                                                                  Exhibit 10.2

Date:       April 12, 1994

To:         Thomas L. West, Jr.

Subject:    Employment Memorandum of Understanding

1.    Subject.    The purpose of this memorandum is to document our  agreement
                  regarding your proposed employment with The Variable Annuity
      Life  Insurance Company  (VALIC).   This memorandum  is not  intended to
      include all of the details of your employment, but  to highlight certain
      key points.

2.    Employment Date.  On or about April 15, 1994.

3.    Position Summary/Major Responsibilities.

      a.    You  will be elected  to the  No. 2 position  in VALIC  -- that of
            President.   As such, you  will be a member  of the Office  of the
            Chairman of  VALIC and you will  report to the Chairman  and Chief
            Executive  Officer,  Stephen  D.  Bickel.    Included  is a  brief
            description of this position.  Enclosure (a).

      b.    Since this  is a senior officer level position with VALIC, it will
            require approval by the Board of Directors of VALIC.  This will be
            recommended by management and a special meeting of the VALIC Board
            will be called to expedite this process prior to April 15, 1994.

      c.    As a  senior  officer  of  VALIC,  you  will  be  called  upon  to
            participate in industry, civic and other outside activities.  Your
            objective  in  this  respect will  be  to  display  a position  of
            leadership and  to maintain good relationships  with the company's
            many publics.   Participation in these  outside company activities
            requires approval pursuant to SPM 2712.G.  Enclosure (b).

      e.    SPM 108.E  and MEM Memo  700.1 outline responsibilities  which are
            general  in  nature  to  all  management  personnel.    These  are
            particularly applicable to senior officers of all American General
            companies.  Enclosure (c).

      f.    You should provide  Ernst & Young (E&Y), the company's independent
            auditor,  with  a  copy  of  your  personal  financial  statement,
            including a  detailed  list of  all  personal investments,  on  or
            shortly after your employment date.  All such information given to
            E&Y will be treated as confidential by them.

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

4.    Management Strategy.    It  is  imperative  that you  become  thoroughly
                              familiar  with   American  General's  management
        strategy -  the framework of  decisions that  determines how  American
        General is managed.  In this regard, we use Main Event  Management , a
        system  specifically  designed for  managing  the  organization  as  a
        whole.   A thorough  review of the material  included as Enclosure (d)
        will assist you in this regard.

5.    Proposed Salary and Benefits.

      a.    Salary.  Your initial salary will be $275,000 per annum.

      b.    Relocation Allowance.   In lieu  of any relocation  benefits under
            the standard  AG  Relocation  Program,  reimbursement  for  moving
            expenses will be made as follows:

          The  company will  pay the cost  of moving your  household goods and
          two automobiles.
          The company will  reimburse you for reasonable and customary closing
          costs associated  with both the sale  of your  current residence and
          the purchase of a home in the Houston area.
          The company  will provide  assistance in  the sale  of your  current
          residence,  including  an  option  for  home  purchase  by  American
          General's relocation services firm, if you so desire.
          In lieu of  reimbursement for any  other move-related  expenses, the
          company will  pay you a special  relocation allowance  of $50,000 to
          be  paid  in three  equal  monthly  installments beginning  30  days
          following the commencement of your employment.

      c.  Cash  Bonus.   A  cash  bonus of  $100,000 will  be paid  when other
          executive  cash bonuses  are scheduled  to  be  paid in  March 1995,
          subject  to your  being employed  at  that  time and  your continued
          acceptable performance.

      d.  Restricted Stock.   You  will be  awarded 5,000  shares of  American
          General  Corporation common stock effective on or shortly after your
          employment date.   These shares  will vest after  five years  of the
          award date  provided you are still  employed by  an American General
          company.    During  that five  year  period  and  assuming continued
          employment, you will be entitled to  receive the dividends and  vote
          these shares.  Complete details are contained in Enclosure (e).

      e.  Stock Options.  You will be awarded stock options  for 10,000 shares
          of American General common stock effective  on or shortly after your
          employment date.  These  stock options will be  in the form of ISO's
          for up to  a total value of $100,000  and for any shares  remaining,
          the stock options  will be in the form  of NQO's.  All options  will
          vest  after  six  months  of  employment.     Complete  details  are
          contained in enclosures (f) and (g).

      f.  Performance Reviews.   Salaries of executive personnel are  reviewed
          annually on  or about May 1st  of each year  in accordance with  the

                                  Page 2 of 4

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

          company's Executive Review Program.  Taken  into account will be the
          company's performance,  as well  as your  own personal  performance.
          Changes  in  salary  may  occur  every  two  to  three  years or  as
          otherwise  required to  maintain an  equitable relationship  between
          your contribution and your compensation (C=C).

      g.  Supplemental  Retirement  Benefits.    West  will  be  provided   an
          additional  retirement  benefit equal  to  one  year  of  additional
          service for each  year of  continuous service,  up to  a maximum  of
          seven additional  years, to commence  accumulating after three  full
          years  of continuous  service.    This  additional benefit  will  be
          provided outside  of the AG Retirement Plan and will vest after five
          full years of continuous service.

      h.  Incentive  Compensation and Stock  Option Plan.   Annually in March,
          the  Personnel Committee of  the AGC  Board of  Directors determines
          what,  if any,  awards will  be made under  the company's  stock and
          incentive plan.  As  a senior officer of VALIC, you will be eligible
          for  consideration for  award(s)  by that  committee in  March 1995,
          subject  to your  acceptable  performance and  continued  employment
          with American General.

      i.  Benefits.    You  will  be  eligible  for  full  benefits  under the
          company's short term disability  plan as if  you have over 20  years
          of  service.   You will  be  eligible  to participate  in all  other
          benefits  offered to  employees of  American General  in  accordance
          with the terms of those  plans as in effect from time to time.   See
          "You  and American  General," the  company's compendium  of  summary
          plan descriptions.

6.    Perquisites.

      a.  Company Car.  You are eligible to participate in this program  under
          the designation of "executive car."  See Enclosure (h) for details.

      b.  Club.   The company will reimburse  you for  membership and business
          related  expenses for  a  luncheon or  country club;  however, prior
          approval of a particular club will be required.

7.    Severance of Employment Relationship.

      a.  VALIC's  policy is not  to guarantee  employment.   If however, your
          employment  is involuntarily  terminated  by VALIC  for  any  reason
          other  than  for  "cause"  during  the   first  12  months  of  your
          employment,  then  in  lieu  of any  severance  benefits  under  any
          American  General company's  severance plan,  you will  continue  to
          receive  your  full  monthly  salary  for  a  period  of  12  months
          following  your  employment termination.    If  your  employment  is
          terminated  during your  second 12  months of  employment, then  you
          will  receive  your full  monthly salary  for a  period of  6 months
          following your  employment  termination  and,  provided  you  remain
          unemployed, you will  receive one-half of  your monthly  salary each

                                  Page 3 of 4

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

          month on a month  to month basis while you remain unemployed for  up
          to six additional  months.   After termination  of employment,  only
          those benefits that are fully vested  as of the date  of termination
          will  be provided;  there  will  be no  acceleration  of  non-vested
          benefits,  including  but  not  limited  to  bonuses,  options,  and
          restricted stock.

      b.  Severance  Agreement.   A "change  of control"  executive  Severance
          Agreement for you will be provided.  Enclosure (i).

Submitted on Behalf of
The Variable Annuity Life Insurance Company

By:/s/ Stephen D. Bickel  
  STEPHEN D. BICKEL

READ AND ACCEPTED

By:/s/ Thomas L. West
  THOMAS L. WEST

                                  Page 4 of 4

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

Enclosures:

  (a)   Position Description dated 3-14-94;
  (b)   SPM 2712.G - Industry, Business and Professional Organizations;
  (c)   SPM  108.E  and MEM  MEMO  700.1A  -  Responsibilities  Common to  all
        Management Personnel ("The Silent Six");
  (d)   American General Management Strategy; Information Regarding;
  (e)   Restricted Stock Agreement - sample copy;
  (f)   Incentive Stock Option Agreement - sample copy;
  (g)   Standard Non-qualified Stock Option Agreement - sample copy;
  (h)   SPM 8500.K - Company Car Program; Description of the
  (i)   Severance Agreement - sample copy;

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

                                                                  Exhibit 10.3

                             EMPLOYMENT AGREEMENT

  This Employment Agreement is  entered into between American General Corpora-
tion  ("American General") and Harold S. Hook  ("Hook"), to be effective as of
the 27th day of April, 1994 (the "Effective Date").
  WHEREAS, Hook is presently employed by  American General in the  capacity of
Chairman and Chief Executive Officer.
  WHEREAS, American  General  and  Hook  desire  to  continue  the  employment
relationship  pursuant to the terms  and conditions and  for the consideration
set forth in this Employment Agreement.
  WHEREAS, American General  and Hook have contemporaneously herewith  entered
into a Consulting Agreement applicable to a specified period of time following
Hook's retirement under this Employment Agreement.
  WHEREAS, contemporaneously  herewith American General,  Hook and Main  Event
Management Corporation ("MEMC") have entered into a License Agreement pertain-
ing  to MEMC's Main Event Management System  created by Hook which consists of
four major categories of  work product, with the sub-components  shown on this
listing:

  1.  Model-Netics

  2.  Ten Management Systems:

        Approval Control Program
        Audit Control Program
        Budget Program
        Desk Manual Program
        Directive & Information System
        Manager Operating System
        Performance Planning System
        Reports Control Program
        Salary Administration Program
        Systems Control Program

  3.  Fifteen Educational and Training Programs:

      (1) Basic Course in Model-Netics
      (2) Model-Netics Instructor Training Program
      (3) Applied Model-Netics/Training Course in Problem Management
      (4) Applied   Model-Netics/Training   Course   in   Problem   Management
          Instructor Training Program
      (5) Model-Netics for Supervisors
      (6) Model-Netics for Supervisors Instructor Training Program
      (7) MEM Systems Installation Program
      (8) MEM Systems Coordinator Training Program
      (9) Manager Operating System Training Course

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

      (10)  Manager  Operating  System  Training  Course  Instructor  Training
            Program
      (11)  Structured Writing Program (Consulting Associates)
      (12)  Structured Writing Program (Short Course)
      (13)  System Manager Training Program
      (14)  Executive Course in Main Event Management
      (15)  Consulting Associate Training Program

  4.  An  accumulation  of Hook's  prior work  product called  the Theoretical
      Framework for the Main Event Management System, including numerous pages
      of transcribed  speeches, audiotapes  of Hook's speeches,  videotapes of
      Hook's speeches, written presentations that have been made by Hook, work
      in  progress and other materials  relating to the  Main Event Management
      System, and a system of storing, indexing, and accessing such materials.

  NOW, THEREFORE, for and in  consideration of the mutual promises, covenants,
and obligations contained herein, American General and Hook agree as follows:

Article 1.  Employment and duties:

  1.1.  American General  agrees to continue to  employ Hook,  and Hook agrees
to continue to be employed by  American General, beginning as of the Effective
Date  of this Employment  Agreement and extending throughout  the Term of this
Employment Agreement, subject to  the terms and conditions of  this Employment
Agreement.
  1.2.  During the Term of this Employment  Agreement, Hook shall be  employed
by American General  in the position of Chairman and  Chief Executive Officer.
Hook agrees that  during the Term of this Employment  Agreement he shall serve
as Chairman and Chief Executive Officer of American General  and shall perform
diligently and to the best of his abilities the duties and services pertaining
to the position of Chairman and Chief Executive Officer.
  1.3.  Except as otherwise provided herein,  Hook shall, during the period of
Hook's  employment by American General, devote his full business time, energy,
and best  efforts to the  business and affairs of  American General.   In that
connection, Hook  may expend a reasonable portion  of his business time creat-
ing,  developing,  modifying,  improving  and   implementing  within  American
General's organization  MEMC's Main Event  Management System even  though such
efforts  may indirectly  benefit MEMC  and/or Hook.   Hook  may also  expend a
portion of his  time, not to exceed  five percent of his  total business time,
promoting  and commercializing  MEMC's Main  Event Management  System for  the
benefit of MEMC and the benefit of Hook.
  1.4.  Hook  is authorized  to take  such  actions  during his  employment by
American General under this  Employment Agreement as are reasonably  necessary
to  institutionalize the  Main  Event Management  System  within the  American
General Group (American  General and  the various entities  in which  American
General owns or controls, directly or indirectly, fifty percent or more of the
common  stock or other  equity interest existing  as of the  Effective Date or
hereafter formed or acquired are referred  to herein as the "American  General
Group") and  is authorized  to incur  reasonable costs  on behalf  of American
General as necessary to  accomplish such institutionalization.  It  is antici-
pated  that institutionalization  of  the  Main  Event Management  System  may

                                  - Page 2 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

include  preparation and  installation  of the  following deliverables:  (i) a
second  edition of  Model-Netics,  (ii) a  completed  version of  the  Systems
Control  Program, (iii) a teaching manual and book for the Executive Course in
Main  Event Management, and (iv)  a computer-assisted training  course for the
Basic Course in Model-Netics.

Article 2.  Compensation and benefits:

  2.1.  Hook's  base salary during this Employment Agreement shall be $980,000
per  annum and  shall be  paid in  bi-weekly installments  in  accordance with
American  General's  standard practices.    Hook's  salary  shall be  reviewed
annually by the appropriate Committee of the Board of Directors  but shall not
be  reduced below  the amount specified  in the  previous sentence.   American
General may withhold from any compensation, benefits, or amounts payable under
this  Employment Agreement all federal, state, city,  or other taxes as may be
required pursuant to any law or governmental regulation or ruling.
  2.2.  While employed  by American  General, Hook shall  participate, on  the
same  basis generally as other employees  of American General, in all employee
benefit plans  and programs, including  improvements or  modifications of  the
same, which on the Effective Date or thereafter are made available by American
General  to all or substantially all of  American General's employees or which
are available to senior executives of American General.  Such benefits, plans,
and  programs may include,  without limitation,  medical, health,  vision, and
dental  care,  life  insurance,  disability  protection,  and  pension  plans.
American General  shall not by  reason of this  Paragraph 2.2 be  obligated to
institute, maintain, or refrain from changing, amending, or discontinuing, any
such  employee benefit plan or program, so  long as such actions are similarly
applicable  to covered  employees generally.   Notwithstanding  the foregoing,
nothing in  this Employment Agreement  shall limit or reduce  any benefit that
Hook  is entitled  to  under existing  employee  benefit plans,  programs,  or
arrangements, including, without  limitation, the payment of  any annual bonus
determined by the appropriate Committee of the Board of Directors.
  2.3.  Hook  acknowledges  that  contemporaneously  herewith  Hook  has  been
granted  options to purchase 400,000  shares of American  General common stock
under  the American General Corporation  1984 Stock and  Incentive Plan, which
was amended and restated as of February 1994.  Hook  further acknowledges that
it  is the expectation  of Hook  and American  General that  Hook will  not be
granted any further stock options during his employment with American General.
  2.4.  American  General shall provide Hook  for the remainder of his life or
until  incapacitated a private office suitable for a senior executive (includ-
ing furniture, telephone, telefax, and  work station equipment) either  within
the American General campus  or in comparable facilities outside  the American
General campus that are acceptable to  both parties and the full and exclusive
services  of a secretary  suitable for a  senior executive who  is an American
General  employee with all  of the benefits enjoyed  by other American General

                                  - Page 3 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

secretarial  employees.   This  obligation shall  survive termination  of this
Employment Agreement and any termination of Hook's employment relationship.

Article 3.  Term and termination:

  3.1.  The Term of this  employment relationship between American General and
Hook  under this  Employment Agreement  shall extend  from the  Effective Date
until  American  General's Annual  Shareholders' Meeting  held  in 1997.   The
employment relationship, and  the mutual obligations  of American General  and
Hook that result from such relationship, may be terminated prior to the end of
the Term only as provided herein.
  3.2   Hook  may terminate this Agreement at any time prior to the expiration
of the Term for Cause.  The  term Cause shall mean American General's material
breach  of any material provision  of this Employment  Agreement which remains
uncorrected for thirty  (30) days following written notice by Hook to American
General of  such breach.  Upon  termination of the employment  relationship by
Hook for Cause, Hook shall be entitled,  in consideration of Hook's continuing
obligations  hereunder  after such  termination, to  receive his  then current
salary under  Paragraph 2.1 for the  remainder of the Term  of this Employment
Agreement  (the "Severance  Payments").   Hook shall  not  be entitled  to any
individual bonuses or individual incentive compensation not yet awarded at the
date  of such  termination.   Hook shall  be entitled  to receive  all salary,
bonuses  or incentive payments  previously awarded or granted  to Hook (to the
extent  earned  or vested)  and  the payment  of  which has  been  deferred or
otherwise not received by  Hook.  Hook shall also  be entitled to any  and all
payments due  and owing Hook under  the Supplemental Thrift Plan  or any other
applicable  employee benefit plan, program or practice, in accordance with the
terms and conditions  of such  plan, program or  practice; provided,  however,
that Hook's Severance Payments are subject to the provisions of Paragraph 3.6.
Hook shall not be under any duty or obligation to seek or accept other employ-
ment following such termination and  the amounts due Hook hereunder  shall not
be reduced or suspended  if Hook accepts subsequent employment.  Hook's rights
under this Paragraph 3.2 are Hook's sole and exclusive rights against American
General,  and American  General's sole  and exclusive  liability to  Hook, for
termination of this Employment Agreement, in contract, tort, or otherwise.
  3.3.  American  General may terminate  this Agreement  at any  time prior to
the expiration  of  the Term  for Cause.   The  term Cause  shall mean  Hook's
material breach of any  material provision of this Employment  Agreement which
remains  uncorrected for thirty (30) days following written notice by American
General to Hook of such breach.  All future compensation under this Employment
Agreement shall cease and terminate  as of the date of termination  for Cause.
Hook  shall  be entitled  to his  pro  rata salary  through  the date  of such
termination,  but Hook  shall not  be entitled  to any  individual  bonuses or
individual incentive compensation not yet awarded at the date of such termina-
tion.   Hook  shall be entitled  to receive  all salary,  bonuses or incentive
payments  previously  awarded or  granted  to Hook  (to  the extent  earned or
vested) and the payment of  which has been deferred or otherwise  not received
by Hook.  Hook  shall also be entitled to  any and all payments due  and owing
Hook  under  the Supplemental  Thrift Plan  or  any other  applicable employee
benefit plan, program or practice in accordance  with the terms and conditions
of such plan, program, or practice.

                                  - Page 4 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  3.4.  The  employment  relationship under  this  Employment Agreement  shall
automatically  terminate upon Hook's  death or Hook  becoming incapacitated by
accident,  sickness  or other  circumstance  which  renders  him  mentally  or
physically incapable of  performing the duties and services required of him in
his capacity  as Chairman and  Chief Executive  Officer.  The  term "incapaci-
tated"  means  an illness  or injury  that prevents  Hook from  performing his
services  as Chairman and Chief Executive  Officer, there is a written medical
opinion by  a physician reasonably selected  by the Board of  Directors to the
foregoing effect,  and the Board of  Directors concludes that  Hook is perman-
ently and totally unable to perform his duties for American General.  The date
of termination  of the employment  relationship as  a result of  Hook becoming
incapacitated shall be established by the Board of Directors and  shall not be
earlier than the date the Board of Directors takes such action.  Upon termina-
tion of the employment relationship  as a result of Hook's death,  Hook's then
current salary specified in Paragraph 2.1 for the lesser of nine (9) months or
the remainder  of the  Term shall  be paid to  Hook's estate  (unless American
General  has  received written  instructions  from  Hook directing  that  such
payments shall be otherwise made), but Hook's estate shall not  be entitled to
any  individual bonuses or individual  incentive compensation not  yet paid to
Hook  at the  date of such  termination unless such  payments are specifically
authorized by the applicable  employee benefit plan or are  expressly approved
by the Board of Directors.  Upon termination of the employment relationship as
a  result of Hook's  incapacity, Hook's salary specified  in Paragraph 2.1 for
the remainder of the Term shall cease and Hook shall  instead receive payments
pursuant  to American General's disability plan; Hook shall not be entitled to
any individual bonuses or individual incentive compensation not yet awarded to
Hook at  the date of  such termination  unless such payments  are specifically
authorized by the applicable  employee benefit plan or are  expressly approved
by the Board  of Directors.   Hook shall  be entitled to  receive all  salary,
bonuses or incentive payments  previously awarded or  granted to Hook and  the
payment  of which has been  deferred or otherwise not  received by Hook.  Hook
shall also be entitled  to any and all payments  due and owing Hook  under the
Supplemental  Thrift Plan  or  any  other  applicable employee  benefit  plan,
program or practice, in accordance with the terms and conditions of such plan,
program or practice.
  3.5.  American  General shall have  the right to terminate Hook's employment
prior to expiration of the Term at any time  for any reason whatsoever without
Cause  but Hook  shall  be entitled,  in  consideration of  Hook's  continuing
obligations  hereunder,  after  such  termination  to  receive  the  Severance
Payments.  Hook  shall not be under any  duty or obligation to seek  or accept
other employment following such termination and the amounts due Hook hereunder
shall not be reduced or suspended if Hook accepts subsequent employment.  Hook
shall  not be  entitled  to any  individual  bonuses or  individual  incentive
compensation not  yet awarded at the date of  such termination.  Hook shall be
entitled  to  receive all  salary,  bonuses or  incentive  payments previously
awarded or granted to Hook (to the extent earned or vested) and the payment of
which has been deferred or otherwise not received by Hook.  Hook shall also be
entitled to any  and all payments  due and owing  Hook under the  Supplemental
Thrift Plan or any other applicable employee benefit plan, program or practice
in accordance with the terms and conditions of such plan, program or practice;
provided,  however, that Hook's Severance  Payments are subject  to the provi-

                                  - Page 5 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

sions of  Paragraph 3.6.   Hook's rights under  this Paragraph 3.5  are Hook's
sole and  exclusive rights  against American General,  and American  General's
sole  and  exclusive liability  to Hook,  for  termination of  this Employment
Agreement, in contract, tort, or otherwise.
  3.6.  In  all cases,  the Severance  Payments  shall  be offset  against any
amounts to  which Hook may otherwise  be entitled under any  and all severance
plans, severance  policies, or severance  agreements of American  General, but
only  to  the  extent such  amounts  are  specifically  denominated under  the
applicable plan, policy  or agreement as  a severance payment.   In the  event
that  the same circumstances generate a financial  obligation in favor of Hook
under  both  this Employment  Agreement  and  any  severance plans,  severance
policies,  or severance agreements existing  between Hook and American General
(e.g., a Change of Control or Change in Duties both obligates American General
to  pay a Severance Amount under the Severance Agreement and constitutes Cause
for Hook to terminate this Employment Agreement and thereby obligates American
General to  pay the Severance  Payments), then Hook  may elect to  receive the
greater of such payments, but not both.
  3.7.  American General may  not offset against  any sums owed to  Hook under
this Employment Agreement any sums owed by  MEMC or Hook to any member of  the
American General Group under  the License Agreement executed contemporaneously
herewith or otherwise.

Article 4:  Relationship of the parties upon the expiration of the
            Term of this Employment Agreement:

  4.1.  Upon the expiration of the Term the  relationship of the parties shall
automatically become governed by the Consulting Agreement executed contempora-
neously herewith.  The fact that  Hook continues to office within the American
General campus and provide services to American General shall  not extend this
Employment Agreement unless such  extension is expressly agreed to  in writing
by the parties.
Article 5: Ownership of information and copyrights:

  5.1.  The ownership  of the work  product (as defined in  the License Agree-
ment)  created  by  the employees  and  independent  contractors  of MEMC  and
American General pertaining to the Main Event Management System are covered by
the provisions of the License Agreement executed contemporaneously herewith.
  5.2.  Hook  acknowledges and agrees  that, except  for work  product that is
the subject of  Paragraph 5.1, the ownership  of information and work  product
created  or developed  by Hook in  the course  and scope of  his employment by
American General shall belong to American General in accordance with the law.

Article 6.  Protection of confidential information:

  6.1.  Hook acknowledges that the business of  the American General Group  is
highly competitive  and that their  strategies, methods,  books, records,  and
documents, their  technical information concerning  their products, equipment,
services, and  processes, procurement  procedures and pricing  techniques, the
names of and other information (such  as credit and financial data) concerning
their customers  and business  affiliates, all comprise  confidential business
information and trade secrets  which are valuable, special, and  unique assets

                                  - Page 6 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

which the American General Group use in their business to obtain a competitive
advantage over  their competitors.  Hook acknowledges  and agrees that he will
maintain the confidentiality of  such information in accordance with  the law.
Hook may disclose such  confidential information to third parties  as required
by law or responsive to a civil investigative demand, provided that Hook first
notifies  American General and gives  American General an  opportunity to take
action to protect the confidentiality of its information.

Article 7.  Miscellaneous:

  7.1   MEMC is intended to be a third  party beneficiary of the provisions of
this  Employment Agreement  pertaining  to the  ownership  of the  Main  Event
Management System and intellectual property rights therein.
  7.2.  For  purposes  of  this Employment  Agreement, notices  and  all other
communications provided for herein shall be in writing and shall  be deemed to
have been duly given when received by the  recipient or upon the expiration of
seven days after being  mailed by United States registered or  certified mail,
return receipt requested, postage prepaid, addressed as follows:
  If to American General, to:

      American General Corporation 
      ATTN:  General Counsel
      2929 Allen Parkway
      Houston, Texas 77019

  If to Hook, to:

      Harold S. Hook
      43 West Terrace Drive
      Houston, Texas 77007-7040

Either American General or Hook  may furnish a change of address to  the other
in writing in accordance herewith,  except that notices of changes of  address
shall be effective only upon receipt.
  7.3.  This  Employment Agreement shall  be governed  in all  respects by the
laws of  the State of  Texas, or, to  the extent required,  applicable federal
law,  excluding any  conflict-of-law rule  or principle  that might  refer the
construction  of  the Employment  Agreement to  the laws  of another  State or
country.
  7.4.  No failure by either  party hereto at any time  to give notice  of any
breach by the other party of, or to  require compliance with, any condition or
provision of this Employment Agreement shall  be deemed a waiver of similar or
dissimilar provisions  or conditions at the same or at any prior or subsequent
time.  This Employment Agreement may not be waived, modified or amended in any
respect  by  any verbal  statement, representation  or  agreement made  by any
employee, officer or  representative of  American General, or  by any  written
document unless  the written  document is  signed by  both  a duly  authorized
officer of American  General and  Hook and the  written document  specifically
refers to the provision of this Employment  Agreement that is waived, modified
or amended.

                                  - Page 7 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  7.5.  This  Employment Agreement  shall be  binding  upon  and inure  to the
benefit of American General and any other person, association, or entity which
may  hereafter acquire or succeed to all  or substantially all of the business
or assets  of American  General by  any means whether  direct or  indirect, by
purchase, merger, consolidation, or otherwise.  Hook's  rights and obligations
under this Employment Agreement  are personal and, except as  provided herein,
such rights,  benefits, and obligations  of Hook shall  not be  voluntarily or
involuntarily assigned, alienated, or transferred, whether by operation of law
or otherwise, without the prior written consent of American General.
  7.6.  Any and all  claims, demands,  causes of action, disputes,  controver-
sies and other matters in question  arising out of or relating to  this Emplo-
yment Agreement, the  alleged breach thereof,  or in any  way relating to  the
subject matter of this Employment Agreement involving American General or Hook
("Claims"),  even though  some  or all  of  such Claims  allegedly  are extra-
contractual in nature, whether such Claims  sound in contract, tort or  other-
wise, at law  or in equity,  under State or federal  law, whether provided  by
statute or the common law, for damages or any other relief, shall be  resolved
and decided by binding arbitration pursuant to the Federal  Arbitration Act in
accordance  with  the Commercial  Arbitration Rules  then  in effect  with the
American  Arbitration Association.   The arbitration proceeding  shall be con-
ducted in Houston, Texas.  This agreement to arbitrate shall be enforceable in
either federal  or State court.  Judgment upon any  award rendered in any such
arbitration  proceeding may be  entered by any  federal or  State court having
jurisdiction.   The enforcement of this agreement  to arbitrate and all proce-
dural  aspects of this agreement  to arbitrate, including  but not limited to,
the  construction and interpretation of this agreement to arbitrate, the scope
of the arbitrable issues, allegations of waiver, delay or defenses to arbitra-
bility,  and  the rules  governing the  conduct of  the arbitration,  shall be
governed  by and  construed  pursuant to  the  Federal  Arbitration Act.    In
deciding the  substance of  any such Claim,  the Arbitrators  shall apply  the
substantive laws of the State  of Texas; provided, however, that  the Arbitra-
tors shall have no authority to award punitive damages under any circumstances
(whether it  be exemplary  damages, treble  damages, or  any other  penalty or
punitive type of damages) regardless of whether such  damages may be available
under Texas  law, the parties hereby  waiving their right, if  any, to recover
punitive damages  in connection with any  such Claims.  Prior  to either party
instituting a  Claim under this  Employment Agreement,  the complaining  party
shall  provide to  the other  party a  written notice  specifying the  alleged
breach.  The  other party shall be given thirty (30)  days to cure such breach
before any  Claim is filed.   It is further  agreed that prior  to such Claims
being submitted to the  Final Hearing before  the Arbitrators on such  Claims,
American General  and Hook shall attempt  to resolve such  Claims through non-
binding mediation of such Claims.
  7.7.  In the event  of a dispute between  the parties, the prevailing  party
shall  be entitled to  recover his or  its reasonable  and necessary attorneys
fees, excluding contingent fee arrangements, and costs.
  IN  WITNESS WHEREOF,  American General Corporation  and Harold  S. Hook have
duly  executed this Employment Agreement in multiple originals to be effective
as of the Effective Date.

                                  - Page 8 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

                AMERICAN GENERAL CORPORATION

                By:_________________________________________
                Name:______________________________________
                This 27th day of April, 1994

                ____________________________________________
                HAROLD S. HOOK
                This 27th day of April, 1994

                                  - Page 9 -
       EMPLOYMENT AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

                                                                  Exhibit 10.4

                             CONSULTING AGREEMENT

  This Consulting Agreement is  made and entered into by and between  American
General Corporation ("American General") and Harold S. Hook ("Hook").
  WHEREAS, on March 25, 1976,  American General Insurance Company entered into
a Limited License Agreement with Main Event Management Corporation ("MEMC"), a
California  corporation controlled  by  Hook,  pertaining  to the  Main  Event
Management System known  by the names and marks Main  Event Management and MEM
that Hook had largely previously developed and transferred to MEMC.
  WHEREAS, although Hook  was not  a party to  the Limited License  Agreement,
the  Limited  License  Agreement in  part  defines  the  activities that  Hook
individually was  authorized to engage in for the benefit of MEMC while he was
employed  by American General, which included the continued development of the
Main Event Management System.
  WHEREAS, by  virtue  of a  1980 reorganization,  American General  Insurance
Company merged into a subsidiary of American General and, in connection there-
with,  American General  Insurance  Company and  American  General executed  a
general conveyance  and assumption  of liabilities  by which  American General
succeeded to the terms and conditions of the Limited License Agreement.
  WHEREAS,  under the terms  of the Limited License  Agreement, the Main Event
Management System was to be installed at the American  General Group (American
General and the  various entities in which American  General owns or controls,
directly or  indirectly, fifty percent  or more of  the common stock  or other
equity  interest existing  as of  the Effective  Date or  hereafter  formed or
acquired are referred to herein as the "American General Group")  and over the
years  the  Main Event  Management System  has  been installed  throughout the
American General Group.
  WHEREAS,  at this time  the Main  Event Management  System consists  of four
major  categories of  work  product, with  the  sub-components shown  on  this
listing:

  1.  Model-Netics

  2.  Ten Management Systems:

        Approval Control Program
        Audit Control Program
        Budget Program
        Desk Manual Program
        Directive & Information System
        Manager Operating System
        Performance Planning System
        Reports Control Program

                                  - Page 1 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

        Salary Administration Program
        Systems Control Program

  3.  Fifteen Educational and Training Programs:

      (1) Basic Course in Model-Netics
      (2) Model-Netics Instructor Training Program
      (3) Applied Model-Netics/Training Course in Problem Management
      (4) Applied   Model-Netics/Training   Course   in   Problem   Management
          Instructor Training Program
      (5) Model-Netics for Supervisors
      (6) Model-Netics for Supervisors Instructor Training Program
      (7) MEM Systems Installation Program
      (8) MEM Systems Coordinator Training Program
      (9) Manager Operating System Training Course
      (10)  Manager  Operating  System  Training  Course  Instructor  Training
            Program
      (11)  Structured Writing Program (Consulting Associate)
      (12)  Structured Writing Program (Short Course)
      (13)  System Manager Training Program
      (14)  Executive Course in Main Event Management
      (15)  Consulting Associate Training Program

  4.  An accumulation  of Hook's  prior work  product  called the  Theoretical
      Framework for the Main Event Management System, including numerous pages
      of transcribed  speeches, audiotapes  of Hook's speeches,  videotapes of
      Hook's speeches, written presentations that have been made by Hook, work
      in  progress and other materials  relating to the  Main Event Management
      System, and a system of storing, indexing, and accessing such materials.

  WHEREAS,  American General, Main Event Management Corporation, and Hook have
contemporaneously  herewith entered  into  a License  Agreement pertaining  to
MEMC's  Main Event Management System  that supersedes and  supplants the March
25, 1976 Limited License Agreement.
  WHEREAS,  Hook  has  served  as  Chairman  and  Chief  Executive  Officer of
American General for a number of years, American General has contemporaneously
herewith entered into  an Employment Agreement extending Hook's  employment by
American  General until  the annual  shareholders' meeting  held in  1997, and
American General and  Hook desire that upon his retirement  from the employ of
American General he shall provide  personal consultation services to  American
General with respect to Hook's area of interest, i.e., the providing of advice
with respect to issues that may from time to time affect American General.
  For and in consideration of the mutual covenants and promises  and represen-
tations  contained  herein, and  other  good and  valuable  consideration, the
receipt and sufficiency of which are hereby acknowledged, American General and
Hook agree as follows:

                                  - Page 2 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

1.    Effective Date:

  1.1.  Except as  provided in Paragraph 4.1  below, it is  a condition prece-
dent to  the obligations  of American General  and Hook under  this Consulting
Agreement that  the Employment Agreement  executed contemporaneously  herewith
extend to  its full Term.   If  the Employment Agreement  extends to its  full
Term,  the Effective  Date  of this  Consulting  Agreement  shall be  the  day
following the  expiration of the  Term of  the Employment Agreement.   If  the
Employment Agreement does not extend to its full Term, Hook  shall be entitled
only to the payments  specified in Paragraph 4.1; the remaining obligations of
the parties under this Consulting Agreement shall be null and void.

2.    Hook's consulting obligations:

  2.1.  During the Term of this  Consulting Agreement, Hook shall be available
for general personal consultation  to American General with respect  to issues
that  may  from time  to  time  affect American  General.    Hook's consulting
services shall include, but not be limited to, the installation of MEMC's Main
Event Management  System at the  American General Group.   In order  that Hook
shall be free to pursue other interests, it is agreed that American General in
each calendar  year may not  call upon Hook to  expend more than  twenty (20%)
percent  of his  business  time annually  providing  consultation services  to
American General.  Hook shall  provide such services at reasonable times  upon
reasonable prior notice.

3.    Term and termination of consulting relationship:

  3.1.  The Term of  this consulting relationship between American General and
Hook shall extend from the Effective Date until the earlier of Hook's death or
incapacity  (as  that term  is defined  in  the Employment  Agreement executed
contemporaneously herewith) or for five (5) years.  So long as Hook shall live
and not be incapacitated,  the Term shall automatically extend  for repetitive
one (1) year  periods unless either  party shall provide  a written notice  of
termination at  least ninety (90)  days prior to the  end of the  initial five
year period or the end of any subsequent one year extension.
  3.2.  Either  Hook  or  American  General  may  terminate  this   Consulting
Agreement at any time prior to the expiration of the Term for Cause.  The term
Cause  shall mean  the  defaulting party's  material  breach of  any  material
provision of this  Consulting Agreement which  remains uncorrected for  thirty
(30) days following written notice by the other party to the defaulting party.
Upon termination of this  Consulting Agreement for Cause by  American General,
Hook shall  be entitled  to his  consultancy fees specified  in Paragraph  4.2
through the date of termination but, except as specifically otherwise provided
in this  Consulting Agreement, all  future compensation or  benefits otherwise
owed by American General to  Hook pursuant to this Consulting Agreement  shall
cease.  Upon termination of this  Consulting Agreement for Cause by Hook, Hook

                                  - Page 3 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

shall be entitled to his  consultancy fees specified in Paragraph 4.2  through
the end  of the initial five  year period specified in  Paragraph 3.1 (without
regard  to the condition precedent  in Paragraph 4.4  and not withstanding any
death  or incapacity  of Hook  after termination).   Hook's rights  under this
Paragraph 3.2 are Hook's  sole and exclusive rights against  American General,
and American General's sole and exclusive liability to Hook, for such termina-
tion of this Consulting Agreement, in contract, tort, or otherwise.
4.    Hook's compensation under this Consulting Agreement:

  4.1.  In the event  that the Employment  Agreement fails to  extend for  its
full Term because  (i) Hook dies, (ii) Hook becomes  incapacitated (as defined
in  the  Employment  Agreement),  (iii)  American  General  terminates  Hook's
employment under the Employment  Agreement without Cause, or (iv)  Hook termi-
nates his employment under the Employment Agreement for Cause, then Hook shall
be entitled under  this Consulting Agreement only  to a payment in the  sum of
$250,000 multiplied  by the  factor the  numerator of which  is the  number of
whole months that  he was employed  by American  General under the  Employment
Agreement and the  denominator of which is  twelve (12).   Hook shall be  paid
this sum in twelve (12) equal installments, without interest, commencing as of
the  first day  of the  full month  following the date  of the  termination of
Hook's employment  under  the  Employment Agreement.    American  General  may
withhold  from  any compensation,  benefits,  or  amounts payable  under  this
Consulting Agreement  all  federal, state,  city,  or other  taxes as  may  be
required pursuant to any law or governmental regulation or ruling.
  4.2.  After  the  Effective Date,  in  full  compensation  to  Hook for  the
performance  of  his obligations  under  this  Consulting Agreement,  American
General shall pay to Hook the sum of Two Hundred and Fifty Thousand ($250,000)
Dollars per year for his services so long as Hook is  willing and able (except
as provided in  Paragraph 4.3)  to provide the  required consulting  services.
The  consultancy fees shall paid in bi-weekly equal installments in accordance
with American General's  standard practices and American  General may withhold
from any  compensation,  benefits, or  amounts payable  under this  Consulting
Agreement all federal, state, city, or other taxes as may be required pursuant
to any law or governmental regulation or ruling.
  4.3.  As  of the Effective  Date, Hook  (or, after Hook's  death, his Estate
unless American General has received written  instructions from Hook directing
that such payments shall be otherwise made) shall be  entitled to a minimum of
three years' payments of the Two  Hundred and Fifty Thousand ($250,000) Dollar
annual  payments specified in Paragraph  4.2 irrespective of Hook's subsequent
death or incapacity, or Hook's subsequent failure to comply with the condition
precedent  specified in Paragraph 4.4 (provided that Hook, even though failing
to  fulfill the condition precedent specified in Paragraph 4.4, still fulfills
his  consulting obligations hereunder if  he is alive  and not incapacitated).
If this Consulting  Agreement is terminated by American General  for Cause for
failure of  Hook  to consult  with  American General  as required  under  this
Consulting Agreement,  American General shall  have no  further obligation  to
make any future payments  to Hook under this Consulting  Agreement, even under
this Paragraph 4.3.
  4.4.  The following condition precedent is applicable to American  General's
obligation to make payments to  Hook under Paragraph 4.2: If, during  the Term
of  this Consulting Agreement, Hook shall, directly or indirectly, for himself

                                  - Page 4 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

or for  others, in  any geographic  area or market  where American  General is
conducting any business at the  time or has during the previous  twelve months
conducted any business, engage  in any business competitive with  any business
conducted by any company within the American General Group or render advice or
services to, or otherwise assist, any other person, association, or entity who
is  engaged,  directly or  indirectly, in  any  business competitive  with any
business  conducted by  any company  within the  American General  Group, then
American General shall have  the right to terminate Hook's  future obligations
to  provide  consulting services  to  American General  under  this Consulting
Agreement and American General's future obligations to Hook under this Article
4;  provided, however,  that  so long  as Hook  is  fulfilling his  consulting
obligations under this Consulting Agreement (if he is  alive and not incapaci-
tated) or if  American General has  terminated pursuant to this  Paragraph 4.4
Hook's  future obligations to  provide consulting services,  Hook shall remain
entitled to receive the minimum three years' payments of Two Hundred and Fifty
Thousand  ($250,000) Dollars each pursuant to Paragraph 4.3.  The development,
marketing,  teaching,  consultation  and/or  installation of  the  Main  Event
Management  System or any of  its components for any  entity, and serving as a
director of  any public company  that Hook  is serving  as a  director at  the
Effective  Date, shall not constitute an activity competitive with any company
within the American General  Group even if such activity  involves competitors
of the  American General Group.   If American  General concludes that  Hook is
competing  with the American  General, American General  shall provide written
notice to Hook and Hook shall have thirty days  in which to cease the competi-
tive activity before the  condition precedent in this Paragraph  4.4 is deemed
not to be fulfilled.
  4.5.  American  General shall  reimburse Hook for his  reasonable and neces-
sary  travel,  entertainment,  and  similar incidental  expenses  incurred  in
connection with the providing of services hereunder.  Hook  agrees to promptly
provide to American  General an itemized expense account  with respect to such
expenses.
  4.6.  During the  Term of this Consulting Agreement, Hook shall participate,
to the extent allowed by the plans, in American General's dental plan, Retiree
Medical  Plan, life insurance plans,  and disability plans.   American General
shall not, however,  by reason of  this Paragraph be  obligated to  institute,
maintain, or refrain from changing, amending, or discontinuing, any such plan.
However, except  as specifically provided  in this Consulting  Agreement, Hook
shall  not  be entitled  to any  of the  other  benefits provided  by American
General to its  employees pursuant  to any  other employee  benefit plans  and
programs,  e.g., employee  compensation  plans, and  Hook  shall not  actively
participate in American General's pension plans.
  4.7.  American General may  not offset against any  sums owed to  Hook under
this Consulting Agreement any sums  owed by MEMC or Hook to any  member of the
American General Group under  the License Agreement executed contemporaneously
herewith or otherwise.

                                  - Page 5 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

5.    Hook shall render services as an independent contractor:

  5.1.  Hook  shall provide  his personal  consultation services  to  American
General  as an  independent contractor  with the  full power and  authority to
select  the means,  method and  manner of  performing his  services hereunder.
Hook will  in no  way be  considered to be  an agent,  employee or  servant of
American General and  shall have no authority to bind  American General in any
capacity for any purpose.  It is not the purpose or intention of this Consult-
ing Agreement or the parties to create, and the same shall not be construed as
creating,  any partnership,  partnership  relation, joint  venture, agency  or
employment relationship.

6.    Ownership and protection of information; copyrights:

  6.1.  The ownership of the  work product (as defined  by the License  Agree-
ment)  created  by  the employees  and  independent  contractors  of MEMC  and
American General pertaining to the Main Event Management System are covered by
the provisions of the License Agreement executed contemporaneously herewith.
  6.2.  Except  with  respect to  subject  matters  that  are  the subject  of
Paragraph 6.1,  all information,  ideas, concepts, and/or  copyrightable works
which are  conceived, made, developed or  acquired by Hook, in  the course and
scope of Hook's consulting relationship with American General are and shall be
the sole  and exclusive property of  American General.  Hook  hereby agrees to
assign,  and by these presents does assign,  to American General all of Hook's
worldwide  right, title,  and  interest in  and  to such  information,  ideas,
concepts, and works, and all rights of copyright therein.
Article 7.  Protection of confidential information:

  7.1.  Hook acknowledges that the business of  the American General Group  is
highly competitive  and that  their strategies,  methods, books, records,  and
documents,  their technical information  concerning their products, equipment,
services, and  processes, procurement  procedures and pricing  techniques, the
names of and other information (such  as credit and financial data) concerning
their customers  and business  affiliates, all comprise  confidential business
information and trade secrets  which are valuable, special, and  unique assets
which the American General Group use in their business to obtain a competitive
advantage over their competitors.  Hook  acknowledges and agrees that he  will
maintain the confidentiality of  such information in accordance with  the law.
Hook may disclose such  confidential information to third parties  as required
by law or responsive to a civil investigative demand, provided that Hook first
notifies  American General and gives  American General an  opportunity to take
action to protect the confidentiality of its information.

8.    Miscellaneous.

  8.1.    This  Consulting Agreement shall  be binding  upon and  inure to the
benefit of American General and any other person, association, or entity which
may  hereafter acquire or succeed to all  or substantially all of the business
or assets  of American  General by  any means whether  direct or  indirect, by
purchase, merger, consolidation, or otherwise.  Hook's  rights and obligations
under this Consulting Agreement  are personal and, except as  provided herein,

                                  - Page 6 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

such  rights, benefits, and  obligations of Hook  shall not  be voluntarily or
involuntarily assigned, alienated, or transferred, whether by operation of law
or otherwise, without the prior written consent of American General.
  8.2.  This  Consulting Agreement  shall be governed  in all  respects by the
laws  of the State  of Texas, or,  to the extent  required, applicable federal
law,  excluding any  conflict-of-law rule  or principle  that might  refer the
construction  of the  Consulting  Agreement to  the laws  of another  State or
country.
  8.3.  No failure by either party  hereto at any  time to give notice of  any
breach by the other  party of, or to require compliance with, any condition or
provision of  this Consulting Agreement shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any  prior or subsequent
time.  This Consulting Agreement may not be waived, modified or amended in any
respect  by  any verbal  statement, representation  or  agreement made  by any
employee, officer or  representative of  American General, or  by any  written
document  unless the  written document  is signed  by both  a duly  authorized
officer of American  General and  Hook and the  written document  specifically
refers to the provision of this Consulting Agreement that  is waived, modified
or amended.
  8.4.  Notices or payments  given by one party  to the other  hereunder shall
be  deemed to  have been  properly given  or paid  when received  or upon  the
expiration of  seven days after  being mailed  by United States  registered or
certified  mail,  return  receipt  requested, postage  prepaid,  addressed  as
follows:
  If to American General, to:

      American General Corporation
      ATTN: General Counsel
      2929 Allen Parkway
      Houston, Texas 77019

  If to Hook, to:

      Harold S. Hook
      43 West Terrace Drive
      Houston, Texas 77007-7040

Either American General or  Hook may furnish a change of address  to the other
in writing in accordance  herewith, except that notices of changes  of address
shall be effective only upon receipt.
  8.5.  Any and  all claims,  demands, causes of action,  disputes, controver-
sies and other matters in  question arising out of or relating  to this Consu-
lting Agreement,  the alleged breach  thereof, or in  any way relating  to the
subject matter of this Consulting Agreement involving American General or Hook
("Claims"), even  though  some or  all  of such  Claims allegedly  are  extra-
contractual in  nature, whether such Claims sound  in contract, tort or other-
wise, at  law or in  equity, under State or  federal law, whether  provided by
statute or the common law, for damages or any other relief, shall  be resolved
and decided by binding arbitration pursuant  to the Federal Arbitration Act in
accordance  with  the Commercial  Arbitration Rules  then  in effect  with the
American Arbitration Association.   The arbitration  proceeding shall be  con-

                                  - Page 7 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

ducted in Houston, Texas.  This agreement to arbitrate shall be enforceable in
either federal or State court.   Judgment upon any award rendered in any  such
arbitration proceeding  may be entered  by any federal  or State court  having
jurisdiction.  The enforcement of this  agreement to arbitrate and all  proce-
dural aspects  of this agreement to  arbitrate, including but not  limited to,
the  construction and interpretation of this agreement to arbitrate, the scope
of the arbitrable issues, allegations of waiver, delay or defenses to arbitra-
bility,  and the  rules governing  the  conduct of  the arbitration,  shall be
governed  by and  construed  pursuant  to the  Federal  Arbitration Act.    In
deciding the  substance of  any such  Claim, the  Arbitrators shall apply  the
substantive laws of  the State of Texas; provided, however,  that the Arbitra-
tors shall have no authority to award punitive damages under any circumstances
(whether  it be  exemplary damages, treble  damages, or  any other  penalty or
punitive  type of damages) regardless of whether such damages may be available
under Texas  law, the parties hereby  waiving their right, if  any, to recover
punitive damages  in connection with any  such Claims.  Prior  to either party
instituting a  Claim under  this Employment  Agreement, the  complaining party
shall  provide to  the  other party  a written  notice specifying  the alleged
breach.  The other party shall be  given thirty (30) days to cure such  breach
before any  Claim is filed.   It is further  agreed that prior to  such Claims
being submitted to the  Final Hearing before the  Arbitrators on such  Claims,
American General  and Hook shall attempt  to resolve such Claims  through non-
binding mediation of such Claims.
  8.6.  In the event of  a dispute between  the parties, the prevailing  party
shall be  entitled to recover  his or its  reasonable and necessary  attorneys
fees, excluding contingent fee arrangements, and costs.
  IN  WITNESS WHEREOF,  American General Corporation  and Harold  S. Hook have
duly executed this Consulting Agreement in multiple originals.

                AMERICAN GENERAL CORPORATION

                By:_________________________________________
                Name:______________________________________
                This 27th day of April, 1994

                ____________________________________________
                HAROLD S. HOOK
                This 27th day of April, 1994

                                  - Page 8 -
       CONSULTING AGREEMENT BETWEEN AMERICAN GENERAL AND HAROLD S. HOOK 

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

                                                                  Exhibit 10.5

                               LICENSE AGREEMENT

  This License Agreement is  entered into between American General Corporation
("American General"), a  Texas corporation, and Main Event Management Corpora-
tion ("MEMC"), a  California corporation, and  Harold S. Hook ("Hook"),  to be
effective the 27th day of April, 1994 (the "Effective Date").
  WHEREAS, on March 25, 1976,  American General Insurance Company entered into
a Limited License Agreement with MEMC  pertaining to the Main Event Management
System known by the  names and marks Main Event  Management and MEM that  Hook
had largely previously developed  and transferred to MEMC, a  corporation that
he controlled.
  WHEREAS,  although Hook was  not a party  to the  Limited License Agreement,
the  Limited  License  Agreement in  part  defines  the  activities that  Hook
individually was authorized to engage in for the benefit of MEMC while  he was
employed  by American General, which included the continued development of the
Main Event Management System.
  WHEREAS, by  virtue of  a 1980  reorganization,  American General  Insurance
Company merged into a subsidiary of American General and, in connection there-
with,  American  General Insurance  Company  and American  General  executed a
general conveyance  and assumption of  liabilities by  which American  General
succeeded to the terms and conditions of the Limited License Agreement.
  WHEREAS,  under the terms of  the Limited License  Agreement, the Main Event
Management System  was to be installed  at American General  Group, as defined
below in Paragraph 16.1, and  over the years the Main Event  Management System
has been installed throughout many aspects of the American General Group.
  WHEREAS,  the Main  Event Management  System  today  consists of  four major
categories of work product, with the sub-components shown on this listing.
  1.  Model-Netics

  2.  Ten Management Systems:

        Approval Control Program
        Audit Control Program
        Budget Program
        Desk Manual Program
        Directive & Information System
        Manager Operating System
        Performance Planning System
        Reports Control Program
        Salary Administration Program
        Systems Control Program

                                  - Page 1 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  3.  Fifteen Educational and Training Programs:

      (1) Basic Course in Model-Netics
      (2) Model-Netics Instructor Training Program
      (3) Applied Model-Netics/Training Course in Problem Management
      (4) Applied   Model-Netics/Training   Course   in   Problem   Management
          Instructor Training Program
      (5) Model-Netics for Supervisors
      (6) Model-Netics for Supervisors Instructor Training Program
      (7) MEM Systems Installation Program
      (8) MEM Systems Coordinator Training Program
      (9) Manager Operating System Training Course
      (10)  Manager  Operating  System  Training  Course  Instructor  Training
            Program
      (11)  Structured Writing Program (Consulting Associates)
      (12)  Structured Writing Program (Short Course)
      (13)  System Manager Training Program
      (14)  Executive Course in Main Event Management
      (15)  Consulting Associate Training Program

  4.  An  accumulation of  Hook's prior  work product  called  the Theoretical
      Framework for the Main Event Management System, including numerous pages
      of transcribed  speeches, audiotapes  of Hook's speeches,  videotapes of
      Hook's speeches, written presentations that have been made by Hook, work
      in  progress and other materials  relating to the  Main Event Management
      System, and a system of storing, indexing, and accessing such materials.

  WHEREAS, Hook  had, before he joined  American General,  developed the ideas
for  Model-Netics and  had  created the  expressions  of his  ideas  presently
embodied in Model-Netics  and no employees of the  American General Group have
contributed  any ideas  or expressions  to the  work  product known  as Model-
Netics.
  WHEREAS, Hook developed  the ideas for each  of the ten Management  Systems,
both  before and after  he joined American  General, and  Hook also personally
created substantially all of  the expressions of his ideas  presently embodied
in these Management Systems  (including all of the high  level and significant
documentation, e.g.,  the base memoranda),  although certain employees  of the
American  General  Group  made  limited  contributions  to  the  documentation
comprising certain of these  systems (certain low level memoranda  included in
the documentation for the system, such as action plans).
  WHEREAS, Hook developed  both the ideas and all  of the expressions  for the
Basic Course  in Model-Netics,  the Model-Netics Instructor  Training Program,
and the Executive Course in Main Event Management, and developed the ideas and
created substantially all of  the expressions of his ideas  presently embodied
in  the other twelve  Educational and Training Programs  (including all of the
high level documentation in  each of these twelve programs),  although certain
employees  of the  American General  Group made  limited contributions  to the
documentation  comprising  certain  of  these  other  twelve  Educational  and
Training  Programs (certain low level documentation, such as, lesson plans and
instructors outlines).

                                  - Page 2 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  WHEREAS, although  all  of the  underlying  work  product contained  in  the
accumulation of Hook's prior work product called the Theoretical Framework for
the Main Event Management System is Hook's creation (that is, the speeches and
presentations  reflect Hook's  ideas and  his expressions  of his  ideas), the
typing,  audio-taping, and video-taping  of Hook's  speeches was  largely per-
formed by employees of the American General Group.
  WHEREAS,  all employees  of the American  General Group  contributing to the
Main Event Management System did so in  the course and scope of the employment
with the American General Group and thus, as between American  General and the
such employees,  their expressions contributed  to the  Main Event  Management
System  constitute  a work  made for  hire of  which  American General  is the
author.
  WHEREAS, Vinson & Elkins L.L.P., counsel for American  General, investigated
the facts surrounding  the negotiation  and execution of  the Limited  License
Agreement and the  contributions by employees of the American General Group to
the Main  Event Management System, submitted  the results of their  inquiry to
American  General's Board  of  Directors in  a  February 1, 1994  letter,  and
attended the  Board of Directors  meeting on February 2,  1994 to  discuss the
issues.
  WHEREAS, although the Limited License  Agreement does not  expressly specify
that  MEMC owns  the exclusive  intellectual property  rights in  work product
contributed after the date of the  Limited License Agreement to the Main Event
Management System  by  employees of  the American  General Group,  it was  the
conclusion of American General's  counsel that the parties intended  that MEMC
would be the owner of work product contributed by American General's employees
to MEMC's  Main Event Management System during the time that Hook was employed
by American General, subject to a non-exclusive right and license for American
General to use such contributions internally in  accordance with the terms and
conditions of the Limited License Agreement, which is superseded and supplant-
ed by this License Agreement.
  WHEREAS, at the conclusion  of the February 2, 1994 meeting of the Board  of
Directors, the  Board resolved  that MEMC  owns exclusive  rights in the  work
product previously  or hereafter contributed by employees  of American General
to  MEMC prior to  Hook's retirement as Chairman  and Chief Executive Officer,
subject to American General's non-exclusive right and license to use  the Main
Event  Management System pursuant to  the terms and  conditions of the Limited
License Agreement.
  WHEREAS, at the conclusion of the February 2, 1994  meeting of the Board  of
Directors, the following issues remained unresolved:
  a.  The terms  and conditions of  American General's continued  use of
      Model-Netics  internally after  the  first  anniversary of  Hook's
      retirement.

  b.  The terms  and conditions  of American  General's right  to obtain
      future developments  and  improvements to  the Management  Systems
      after Hook's retirement.

  c.  The terms and conditions  of American General's continued internal
      use of the Educational and  Training Programs after Hook's retire-
      ment.

                                  - Page 3 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  d.  The terms and conditions  of American General's continued internal
      use of the Theoretical Framework after Hook's retirement.

  e.  The terms and conditions of American General's right to modify the
      various  components of  the Main Event  Management System  for its
      internal use.

  WHEREAS,  it is  expected that  Hook shall  remain  an employee  of American
General and serve as its Chairman and Chief Executive Officer until the Annual
Shareholders' Meeting for the calendar year 1997.
  WHEREAS,  after  Hook retires  from  American  General,  he  is expected  to
provide  consulting services to the  American General Group  as an independent
contractor.
  WHEREAS, American General  and Hook have contemporaneously herewith  entered
into the Employment Agreement attached hereto  as Exhibit A and the Consulting
Agreement attached hereto as Exhibit B.
  WHEREAS, Hook  is executing this License  Agreement solely  for the purposes
of Paragraphs  1.1, 2.1, 3.1,  4.1, 4.2,  4.3, and each  of the Paragraphs  in
Article 17.
  NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  promises and
covenants contained  herein, and  other good  and valuable  consideration, the
receipt  and sufficiency of  which are hereby  acknowledged, American General,
Hook, and MEMC agree as follows:

1.    Superseding effect of this Agreement:

  1.1.  This Agreement supersedes  and supplants in all respects the March 25,
1976  Limited License  Agreement and  any  other agreement,  understanding, or
arrangement between  American General  Insurance Company, American  General or
any member of the American General  Group, on the one hand, and MEMC  or Hook,
on the other hand, pertaining to the subject matter of this License Agreement.

2.    Representation by Hook and MEMC:

  2.1.  Each of Hook and  MEMC represents that  Hook has assigned to MEMC  all
of  Hook's worldwide  right,  title and  interest  in and  to  the Main  Event
Management System heretofore created,  developed or acquired by Hook,  or that
may be acquired by Hook in the future during the period that MEMC is obligated
to provide improvements  to American  General pursuant to  Paragraph 3.1,  and
that MEMC has  the full power and  authority to grant the rights  and licenses
specified herein.

3.    Grant of License by MEMC to the American General Group:

  3.1.  MEMC hereby grants  unto American General a worldwide,  non-exclusive,
perpetual,  non-transferrable (except as provided herein in Paragraph 9.1 with
respect to divested businesses), right and license to use any  and all aspects
of MEMC's Main Event Management System, including Model-Netics, the Management
Systems, the Educational and Training Programs, and the Theoretical Framework,
as they exist on the Effective Date hereof.  This right and license shall also

                                  - Page 4 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

include, and MEMC agrees to promptly  provide to American General, any and all
new systems or  programs, new versions  of systems or  programs, and/or  addi-
tions, enhancements or  modifications to such  systems or programs,  including
new editions or modifications to Model-Netics and additions to the Theoretical
Framework,  created or developed by  MEMC or Hook until  June 1, 2002 or until
Hook  is no longer providing  consulting services under  the Consulting Agree-
ment,  whichever occurs  later.   This  license  shall also  include all  work
product contributed by  American General  to MEMC pursuant  to Paragraph  12.2
below.  This right and license extends to all members of the  American General
Group  but is limited  to internal use  by the  American General Group.   This
right and license of the American General Group to  use the Main Event Manage-
ment System is  royalty-free and without  the payment of  any fees to  MEMC or
Hook other than as set forth in Paragraph 8.1.
  3.2.  References in  this License Agreement to  the term "right  to use" the
various components of the  Main Event Management System include  the following
rights:
      3.2.1.  The term "right to use Model-Netics" includes the right to teach
  Model-Netics  within the  American General Group (subject  to the provisions
  of Paragraph  5.1,  including  the execution  of instructor  contracts),  to
  freely  reproduce  Model-Netics materials  for  internal  use, the  right to
  utilize the  principles and  terminology in  the operation  of the  American
  General  Group, and  the  right to  announce  to  the public  that  American
  General is an authorized user of Model-Netics.
      3.2.2.    The term "right  to use the  Management Systems" includes  the
  right  to  install and  use  such  Management  Systems  within the  American
  General  Group, to  freely reproduce  the Management  Systems materials  for
  internal use, the  right to utilize the  principles and terminology of  such
  Management  Systems in the operation  of the American General Group, and the
  right to announce to the public  that American General is an authorized user
  of Management Systems.
      3.2.3.    The term "right to use  the Educational and Training Programs"
  includes the  right to  utilize such  programs to  train American  General's
  employees  (subject  to the  provisions  of  Paragraph  5.1),  the right  to
  reproduce such  of the  Educational and  Training Programs  materials as  it
  believes are reasonably necessary to  use such materials internally to train
  American General  Group employees, and the  right to announce  to the public
  that American General is an authorized user  of the Educational and Training
  Programs.
      3.2.4.    The  term "right  to use  Theoretical Framework"  includes the
  right at  all times to access and/or copy materials comprising the Theoreti-
  cal Framework and the right at all  times to use the materials in connection
  with speeches and presentations for the  purpose of promoting the  interests
  of American General; provided that in  copying materials in the  Theoretical
  Framework, American  General shall include MEMC's  copyright notice and  the
  notice,  if  any, on  the  materials identifying  MEMC as  the owner  of the
  materials.   Unless MEMC  terminates this  License Agreement  for Cause  for
  failure  of  American General  to  fulfill  its financial  obligations under
  Paragraph  8.1 or  American General decides  to cease  using the Theoretical
  Framework as specified in  Paragraph 6.1, if for any reason the  Theoretical
  Framework materials  are relocated  outside of the American  General campus,
  then prior to  the materials being so  relocated American General shall have

                                  - Page 5 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  the right  to  copy the  Theoretical  Framework  materials and  retain  such
  copies within the  American General campus for future access by the American
  GeneralGroup.  American General shall have  the right to create  transcribed
  speeches,  audiotapes  of speeches,  videotapes  of  speeches,  and  written
  presentations that have  been made by Hook and  others for use  in assisting
  American  General in  the internal use  of the Main  Event Management System
  and  in connection  with speeches and  presentations based  on or concerning
  Main Event Management System for  the purpose of promoting  the interests of
  American General; any such speeches, videotapes  and writings made prior  to
  June 1,  2002 or the first date that Hook is  no longer providing consulting
  services under  the Consulting Agreement,  whichever occurs  later, shall be
  part of  the Theoretical Framework and belong to MEMC, but shall be included
  within the license granted  by MEMC to  American General under this  License
  Agreement.

Article 4:  American General's  right to modify  Model-Netics, the
            Management  Systems, and the  Educational and Training
            Programs:

  4.1.  It is acknowledged that Model-Netics  is an intellectual  product that
integrates a number of management concepts.  It is recognized that part of the
value of  Model-Netics to MEMC is  the unique composition of  the Model-Netics
system and the selection and interrelationship of the models comprising Model-
Netics.  American General agrees, therefore, that if it elects to teach Model-
Netics to its  employees, as defined below in Paragraph  16.3, pursuant to the
license  granted by  this License  Agreement, American  General shall  in good
faith  direct  its instructors  to  teach Model-Netics  to  American General's
employees  in  the form  that  Model-Netics is  licensed by  MEMC  to American
General  and  comply  with the  provisions  of  Paragraph  5.1, including  the
execution of instructor  contracts.   It is recognized,  however, that  Model-
Netics is a flexible system intended to be utilized in various ways to resolve
diverse management  challenges.   Because  of its  flexibility and  diversity,
individuals teaching Model-Netics have  discretion in the manner in  which the
Model-Netics system is taught  to students, including the manner  of utilizing
each of  the models comprising  Model-Netics.  While  Model-Netics instructors
are expected to  teach each of  the Model-Netics models  to the students,  not
every model  will be  equally emphasized.   Moreover,  it  is recognized  that
instructors may include  in their presentation references to  other management
concepts, provided they do not denominate such  other concepts as comprising a
portion  of Model-Netics.  It is additionally acknowledged that because Model-
Netics is taught to students in the Socratic style, the delivery and presenta-
tion of each course is personalized and differs  depending on the style of the
individual instructor and the makeup of the student audience; the instructor's
invaluable contribution to the presentation pertains to the structuring of the
examples given to the  students to illustrate the principles  of Model-Netics.
It  is recognized  that neither  MEMC nor  American General  can or  wishes to
control  the manner in which a student applies the principles of Model-Netics.
During the time that Hook is alive, not incapacitated, and in control of MEMC,
American General shall not effect modifications or changes in the teaching and
implementation  of Model-Netics beyond  the latitudes expressed  in this Para-
graph without the  consent of Hook.   Upon Hook's  death or incapacity,  or if

                                  - Page 6 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

Hook no longer controls MEMC, the MEM Modification Committee, defined below in
Paragraph 16.4, may effect changes in Model-Netics for its internal use.

  4.2.  American  General  shall  have the  right  to  modify  the  Management
Systems for  its internal use as follows: Until  June 1, 2002, or until Hook's
death or incapacity, or  until Hook no longer controls MEMC,  whichever occurs
earlier,  all  such modifications  must be  approved  by the  MEM Modification
Committee.  The MEM  Modification Committee shall  seek Hook's consent to  the
proposed modification, which consent  shall not be unreasonably withheld.   If
Hook  does  not promptly  consent to  the  modification, the  MEM Modification
Committee may  submit the issue to the Board of Directors of American General.
The  Board of Directors shall have the  right to approve the modification, and
shall provide notice  of such approval to  Hook.  After June 1,  2002, or upon
Hook's death or incapacity, or upon Hook no longer controlling MEMC, whichever
occurs earlier, American General shall have the right to modify the Management
Systems as it  deems appropriate  for its internal  use, but as  long as  Hook
controls  MEMC and is not incapacitated, American General shall provide notice
of such  modifications to MEMC.   In this connection, it  is acknowledged that
the Management Systems are  self-adjusting and that changes in  the documenta-
tion created in the implementation of the Management Systems do not constitute
modification.   For  example, the  non-basic forms  comprising  the Management
Systems are  flexible and  are designed  to adapt to  the user's  business; as
such, changes  in the non-basic  forms created  in the use  of the  Management
Systems do not constitute modification of the Management Systems.
  4.3.  American General  shall have the right  to modify  the Educational and
Training Programs, except  the Consulting Associate Training  Program, for its
internal use as follows: Until June 1, 2002, or until Hook's death or incapac-
ity, or until Hook no longer controls MEMC, whichever occurs earlier, all such
modifications must  be approved by  the MEM Modification  Committee.   The MEM
Modification Committee shall seek Hook's consent to the proposed modification,
which consent shall  not be unreasonably withheld.  If  Hook does not promptly
consent to the  modification, the  MEM Modification Committee  may submit  the
issue to the Board of  Directors of American General.  The Board  of Directors
shall have the right to approve  the modification, and shall provide notice of
such approval to Hook.  After June 1, 2002, or upon  Hook's death or incapaci-
ty,  or  upon  Hook no  longer  controlling  MEMC,  whichever occurs  earlier,
American General shall have the right  to modify the Educational and  Training
Programs for its internal use,  but so long as  Hook controls MEMC and is  not
incapacitated, American General  shall provide notice of such modifications to
MEMC.   American  General  shall not  effect modifications  or changes  in the
Consulting Associate Training Program  beyond the latitudes generally applica-
ble to  Model-Netics provided  for  in Paragraph  4.1;  upon Hook's  death  or
incapacity, or if Hook no longer controls MEMC, the MEM Modification Committee
may  effect changes  in  the Consulting  Associate  Training Program  for  its
internal use.  American General shall have the right to  create or develop its
own educational  and training programs useful  to its own internal  use of the
Main Event Management System;  the ownership of such educational  and training
programs is specified in Paragraph 12.2.

                                  - Page 7 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

Article 5.  Right of American General to  teach Model-Netics using
            non-certified instructors  or to  certify its own  in-
            structors:

  5.1.  Until June  1, 2002,  or until Hook's  death or  incapacity, or  until
Hook no longer controls  MEMC, whichever occurs earlier, American  General may
only  teach  Model-Netics  to its  employees  utilizing  the  services of  (i)
trainers who  have been trained  either by  Hook, by MEMC,  or by  individuals
certified  by Hook  or MEMC, or  (ii) instructors  who have  attended a Model-
Netics Instructor  Training Program approved by  Hook or MEMC.   After June 1,
2002, or upon Hook's death  or incapacity, or upon Hook no  longer controlling
MEMC,  whichever occurs earlier, American General may at its discretion assume
complete  responsibility for  supervising and  approving the  training of  the
instructors that teach Model-Netics to American General's employees, including
conducting  the Model-Netics  Instructor Training  Program.   American General
shall teach  Model-Netics in accordance  with such reasonable  written quality
standards  as MEMC may  promulgate from time  to time and  deliver to American
General prior to Hook's death, incapacity, or no longer  controlling MEMC; if,
after  Hook's  death  or incapacity  or  Hook no  longer  controls  MEMC, MEMC
promulgates  quality control standards that American General in its discretion
elects not  to follow,  American General  shall, if  requested by MEMC,  cease
announcing to the  public that it is an  authorized user of Model-Netics.   In
all cases,  each instructor shall, prior to being allowed to attend the Model-
Netics  Instructor  Training Program,  be required  to  execute a  contract in
substantially the  form of  the contract  attached  hereto as  Exhibit C  with
respect  to the authority, responsibility, and limitations of an instructor in
the  teaching  of  Model-Netics; such  instructor  contracts  shall either  be
entered  into directly  between MEMC  and the  instructor or  between American
General and the instructor for the benefit of MEMC.

Article 6:  American General right to cease  using some or all as-
            pects of the licensed Main Event Management System:

  6.1.  American General  shall at  all times have  the right, for  any reason
whatsoever, with or without cause, to cease using, temporarily or permanently,
any or all aspects or components of the licensed Main Event Management System.
American  General's decision  to cease  using some  or all  of the  Main Event
Management System shall not, however, affect its financial obligations to MEMC
under Paragraph 8.1.  If American General ceases utilizing a particular one of
the  Management Systems of Main Event  Management System and has the intention
of not resuming use of such system again in the future, American General shall
use  all reasonable  efforts to deliver  to MEMC  or to  destroy the materials
utilized by American General in its implementation of such system.

Article 7.  Constraints  on American General's activities with re-
            spect to MEMC's Main Event Management System:

  7.1.  Except  as otherwise  provided  herein, American  General  shall  not,
without the written approval of MEMC:

                                  - Page 8 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

      7.1.1.    conduct  or permit to be  conducted sessions in  or similar to
  Model-Netics for anyone other than  employees, as defined in Paragraph 16.3,
  of the American General Group.
      7.1.2.    use  or republish  any  of the  Main  Event Management  System
  materials,  including  Model-Netics,  except for  the  internal  use of  the
  American General Group.
      7.1.3.    disseminate to  the public speeches  or articles based  on the
  Main Event Management System, including Model-Netics.
      7.1.4.    market to third parties work product  that American General is
  licensed under this License Agreement  to use internally within the American
  General Group.
  7.2.  Notwithstanding  anything to  the  contrary provided  herein, American
General can  freely distribute speeches and articles  for its own internal use
and  give speeches and presentations based on or concerning Main Event Manage-
ment System for  the purpose of promoting  the interests of  American General,
provided, however, that  (i) American General will not publish  aspects of the
Theoretical Framework that it is apparent have  not yet been published without
obtaining the consent of MEMC, and (ii) to the extent  significant portions of
the materials and  ideas of Main Event Management System  are utilized in such
speech or presentation, attribution is accorded MEMC.

Article 8.  License fees:

  8.1.  In full payment and consideration of  the rights and licenses  granted
by MEMC to American General hereunder,  American General shall pay to MEMC (i)
the sum of ($1,250,000.00) Dollars upon the earlier of June 1, 1997 or the day
after the termination  of Hook's  employment with American  General under  the
Employment Agreement and (ii) an annual payment of One Hundred and Twenty Five
Thousand ($125,000.00) Dollars  per year for ten consecutive  years commencing
on the earlier of June  1, 1997 or the day after termination of Hook's employ-
ment by  American General under the Employment Agreement.  Each annual payment
shall be paid  in full by American General to MEMC  within ten days after June
1st of each succeeding year.

Article 9.  Divested businesses:

  9.1.  If  an entity  that  is a  member of  the  American General  Group  is
divested  so that it  is no longer a  member of the  American General Group or
sells assets  and such assets include  one or more of  the licensed Management
Systems, the terms and conditions of this License Agreement applicable to such
Management Systems  shall, except  as provided in  this Paragraph  9.1 and  in
Paragraph 9.2,  remain applicable to the divested entity or the entity acquir-
ing the  assets, and the  divested entity or  the entity acquiring  the assets
shall retain  the world-wide, non-exclusive, perpetual, non-transferable right
and license at no  fee to continued use of  the particular one or more  of the
Management Systems that  it is using as of the date  of divestiture or sale of
assets,  but  only  in connection  with  the  businesses  associated with  the
divested  entity or  assets being  sold.   The divested  entity or  the entity
acquiring the  assets shall  have the  right to  modify one  or  more of  such
licensed Management Systems as it deems appropriate  for its own internal use.
The divested entity  or the entity  acquiring the assets  may continue to  use

                                  - Page 9 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

Model-Netics in  connection with the  businesses associated with  the divested
entity or assets sold for a  period of year following the date of  divestiture
or sale of assets to enable the divested business to evaluate the Model-Netics
program and to determine whether it wishes to continue the use of the program.
The divested entity or the entity  acquiring the assets may teach Model-Netics
to its employees  associated with the divested  business during such one  year
period  of time  utilizing trained  instructors that accompanied  the divested
business  (without paying  any fee  to MEMC),  or contract  with MEMC  for the
training  of such  employees  (at MEMC's  customary  fees), or  contract  with
American  General as  provided in  Paragraph 9.2  below (without  the divested
business being required to pay  any fees to MEMC).   If the divested  business
wishes to have additional employees trained as Model-Netics instructors during
the one year  period of time, it  may contract with MEMC  (at MEMC's customary
fees) or  contract with American  General as provided  in Paragraph 9.2  below
(without the divested business being required  to pay any fees to MEMC).   The
divested entity or the entity acquiring  the assets is not granted the contin-
ued right and license to use (i) any of the Educational and Training Programs,
(ii) any  of the Theoretical  Framework, (iii) any  of the  Management Systems
that it was not using as of the date of divestiture or sale of assets, or (iv)
any improvements to the licensed  Management Systems later developed.   If the
divested entity or the entity acquiring the assets desires to obtain the right
to use  (i) Model-Netics beyond the expiration of the  one year period of time
specified  above,  (ii)  any  of  MEMC's  Educational and  Training  Programs,
(iii) any of the  Theoretical Framework,  (iv) any of  the Management  Systems
that it was not using as of the date of divestiture or the sale of assets,  or
(v) any improvements to  the licensed Management Systems later  developed, the
divested entity or purchaser of the assets shall negotiate with  MEMC for such
rights, except as provided in Paragraph 9.2.
  9.2.  It is  expected that each installed Management Systems may be used and
maintained through the  utilization of the  Program Administration Manual  and
the guidance of Consulting Associates  trained in such Management System.   To
the  extent that the employees  associated with the  divested business include
Consulting  Associates  trained  in  the  licensed  Management  Systems,  such
Consulting Associates may educate  and train employees of the  divested entity
or the entity acquiring the assets who are associated with the business in the
use  of the licensed Management  Systems.  Nevertheless,  American General may
contract  with the  divested entity  or  the entity  acquiring  the assets  to
educate or  train the employees of the divested entity or the entity acquiring
the assets  who are  associated with  the business  in any  aspects of  use or
maintenance  of the Management Systems  licensed under Paragraph  9.1 that the
divested business is using as of the date of divestiture or teach Model-Netics
to such  employees for  one  year following  the date  of  divestiture on  the
following  terms and  conditions:  American General  shall  pay to  MEMC  with
respect to  each such divested entity or entity acquiring the assets with whom
American General so contracts a one-time fee  in the amount of the greater  of
$10,000 (which fee of $10,000 shall be adjusted cumulatively every three years
for any increase  in the Consumer Price Index) or 15% of the amount charged by
American General for  such education,  training and teaching  services.   Upon
payment of such  fee, American General shall have the  right to educate, train
or teach  whatever number of the employees associated with the business of the
divested entity  or entity acquiring  the assets that American  General in its

                                  - Page 10 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

discretion chooses in those of the Educational and  Training Programs that are
pertinent  to  the divested  business's use  and  maintenance of  the licensed
Management Systems  and  Model-Netics, including  the Model-Netics  Instructor
Training Program, and that American General is capable of providing.

Article 10. Obligation of  American General to support  the Model-
            Netics Instructor Training Program:

  10.1. During  Hook's  employment by  American General  and  until the  Final
Date, or until  the first anniversary of Hook's death  or incapacity, or until
such time as Hook no longer controls MEMC (unless such loss of control results
from  Hook's death or incapacity),  whichever occurs earlier, American General
shall  conduct at  least  four (4)  sessions  of the  Model-Netics  Instructor
Training  Program per year.  American General shall furnish employees to serve
as trainers for such sessions.   MEMC shall have the right to  enroll not more
than  15 employees  from  its  clients'  organizations  (other  than  American
General)  in each such  session without fee,  not to exceed  four sessions per
year.   MEMC or  its  clients shall,  however, pay  all  expenses incurred  by
employees  of  MEMC's clients  in attending  such  courses, including  but not
limited to  travel expenses to and from training sites, living expenses at the
training site,  and out  of  pocket expenses.   In  connection  with any  such
session in  which employees  of MEMC's  clients are in  attendance, it  is the
expectation  of the parties  that MEMC shall provide  instructors to share the
teaching  responsibilities; moreover, the direct costs, if any, of the facili-
ties in  which the session is  conducted, the banquet for  the participants of
the session, and other similar  costs shall be shared by American  General and
MEMC in the proportion of the employees of American General  and the employees
of MEMC's clients in  attendance.  Notwithstanding the foregoing,  if American
General provides written notice that it intends to cease conducting the Model-
Netics Instructor Training Program for its own personnel on or  about one year
from the date  of such notice, American General shall  have no further obliga-
tion  to offer the Model-Netics  Instructor Training Program  for employees of
MEMC's clients one year after providing such written notice to  MEMC, but only
if  American General  ceases conducting  the Model-Netics  Instructor Training
Program on or about one year from the date of such notice.

Article 11. Obligation of American General to print materials:

  11.1. Until  the Final Date  or until the first  anniversary of Hook's death
or incapacity, or until such time as Hook no longer controls MEMC (unless such
loss of control  results from  Hook's death or  incapacity), whichever  occurs
earlier, American  General shall print, ship and deliver such materials as may
be reasonably  required for MEMC's use  with or for its  clients in connection
with  the  implementation and/or  maintenance  of  the Main  Event  Management
System;  provided, however, that (i) other than standard MEMC forms that exist
on  the  date that  Hook  retires as  Chairman  and  Chief Executive  Officer,
American General  shall not be required  to print materials for  MEMC that are
substantially  different from  the materials  utilized internally  by American
General, and  (ii) American  General shall  not be  required to  undertake any
printing obligation hereunder that would  require the acquisition of  substan-
tial additional printing plant  or equipment.  American General  may outsource

                                  - Page 11 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

its  printing and delivery  functions.   MEMC shall  pay American  General the
additional marginal  cost of  such  printing and  services, plus  a ten  (10%)
percent  override to  cover  the unallocable  expenses  of such  printing  and
services.

Article 12. Ownership of MEMC's Main Event Management System:

  12.1. Ownership  of  work  product  developed  by  MEMC:  American   General
acknowledges that MEMC's  information comprising  the components  of the  Main
Event Management  System,  including teaching  techniques,  client  prospects,
billing and processing procedures,  management techniques, copyrighted materi-
als, and other materials and information developed by  MEMC in connection with
its systems and programs are and shall remain the property of MEMC, subject to
the rights  granted by MEMC to American General and the American General Group
herein.
  12.2. Ownership  of work product  contributed by  American General:  MEMC is
and shall also be the owner of all worldwide  right, title and interest in and
to the work product (including all materials, ideas, expressions of ideas, and
the  intangible rights  of  copyright and  other intellectual  property rights
provided by  the law with respect to such materials, ideas, and expressions of
ideas)  contributed by employees of the American  General Group to MEMC's Main
Event Management  System during the  time that Hook  has been employed  by the
American  General Group and until June 1,  2002 or Hook is no longer providing
consulting  services  to  American  General under  the  Consulting  Agreement,
whichever occurs later, including all work product contributed by the American
General Group  to the  Main Event  Management System  in  connection with  the
institutionalization of the Main  Event Management System within  the American
General Group (including the  deliverables referenced in Paragraph 1.4  of the
Employment Agreement); provided, however,  any education and training programs
that  are  generalized  in nature  and  primarily pertain  to  the  Main Event
Management Systems  shall be owned  by MEMC but  shall be included  within the
license granted by MEMC  to American General under this License Agreement, and
any  such  education or  training program  that  is personalized  for American
General's  use and  only incidentally  pertains to  the Main  Event Management
Systems  shall belong  to American General.   Any  such education  or training
program developed  by the American General  Group after June 1,  2002 or after
Hook is no  longer providing consulting services to American General under the
Consulting  Agreement,  whichever  occurs  later,  shall  belong  to  American
General.  It is further  agreed that MEMC shall be the owner of  all such work
product  acquired by the American General Group prior  to June 1, 2002 or Hook
is  no  longer providing  consulting services  to  American General  under the
Consulting Agreement, whichever occurs  later, from independent contractors or
from any other person  who is not an employee  or independent contractor.   To
that end,  American General does hereby  assign unto MEMC all  of the American
General Group's worldwide right, title and interest in and to the work product
(including  all materials,  ideas,  expressions of  ideas, and  the intangible
rights  of copyright and other intellectual property rights in such materials,
ideas, and expressions  of ideas) created by employees of the American General
Group  to MEMC's  Main Event  Management System  or acquired  by the  American
General Group for contribution  to the Main Event Management System,  prior to
June 1,  2002 or Hook is  no longer providing consulting  services to American

                                  - Page 12 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

General under the Consulting Agreement, whichever occurs later.  To the extent
that this assignment  involves the work  product of employees of  the American
General Group, this assignment is made by American General on behalf of itself
and the other members of the American General Group as the author and  propri-
etor of a work made for hire by employees of the American General Group acting
in the  scope and  course  of their  employment for  members  of the  American
General Group.
  12.3. American General  makes no representations or  warranties of any  type
or character  whatsoever, express or implied, with respect to the work product
contributed by its employees to the  Main Event Management System and which is
hereby assigned  by American General to  MEMC; any and all  implied covenants,
representations  or warranties that might be imposed by the law as a result of
the  relationship  between the  parties  are  hereby negated  and  disclaimed.
Because  of the difficulty of ascertaining exactly which employees of American
General have in the past contributed to Main Event Management  System, or will
in the  future contribute to the  Main Event Management System,  and precisely
what their contributions have or will be,  American General makes no represen-
tations or  warranties, express or implied,  with respect to the  title to the
work  product and  intellectual  property rights  assigned to  MEMC hereunder;
rather, the  assignment is a quitclaim  of whatever right,  title and interest
American General owns in the work product and the intellectual property rights
therein.  Except as provided herein,  American General shall have no responsi-
bilities or obligations with respect to the protection, maintenance, marketing
or other exploitation of the Main Event Management System and the intellectual
property rights  therein, including any aspects thereof contributed by employ-
ees  of the American  General Group.   Subject to MEMC's  obligations, if any,
under Paragraph 14.1, the protection, maintenance,  marketing or other exploi-
tation  of  the Main  Event Management  System  and the  intellectual property
rights  therein, including any aspects thereof contributed by employees of the
American General Group,  shall be solely the responsibility  of MEMC, and MEMC
shall in  its discretion decide whether  and how to  protect, maintain, market
and/or exploit the Main Event Management System.

Article 13. Confidentiality:

  13.1. American   General  shall  maintain   the  confidentiality  of  MEMC's
information,  including  teaching  techniques, client  prospects,  billing and
processing procedures, management techniques, copyrighted materials, and other
materials and information  which have  been developed in  connection with  its
systems and programs  and will not publish or disclose  to anyone, directly or
indirectly, any of such  confidential matters.  This obligation  of confidence
shall not prohibit American General giving speeches and presentations based on
materials  within the Theoretical Framework  for the purpose  of promoting the
interests  of American  General.   This  obligation  of confidence  shall  not
prohibit American General  from discussing  with or disclosing  to others  any
information  which  at  the time  of  disclosure  or  thereafter is  generally
available to and known by the public  (other than as a result of a  disclosure
directly or indirectly by American General in violation of this Agreement); or
at the time of disclosure or thereafter is disclosed by MEMC  or Hook to third
parties without obligation  of confidence;  or was known  by American  General
prior to  being obtained  by American  General from MEMC  or Hook;  or was  or

                                  - Page 13 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

becomes available to American General on a nonconfidential basis from a source
other  than MEMC  or Hook,  provided that  American General  has no  reason to
believe such source was bound by a confidentiality agreement with  MEMC; or is
hereafter  independently acquired  or  developed by  American General  without
violating  any  of its  obligations under  this  License Agreement.   American
General  may  disclose  such  confidential  information  to  third  parties as
required  by law or responsive to  a civil investigative demand, provided that
American  General first notifies  Hook and gives  Hook an opportunity  to take
action to protect the confidentiality of its information.
  13.2. MEMC  shall   maintain  the  confidentiality   of  American  General's
information (including American General's strategies, methods, books, records,
and documents,  its technical information concerning  its products, equipment,
services, and  processes, procurement  procedures and pricing  techniques, the
names  of and other information, such as credit and financial data, concerning
its customers  and business  affiliates) and will  not publish or  disclose to
anyone,  directly or  indirectly,  any of  such  confidential matters.    This
obligation  of  confidence shall  not prohibit  MEMC  from discussing  with or
disclosing  to others  any  information which  at  the time  of disclosure  or
thereafter is generally available to and known by the public  (other than as a
result  of a disclosure  directly or indirectly  by MEMC in  violation of this
Agreement);  or  at  the time  of  disclosure  or thereafter  is  disclosed by
American General to  third parties  without obligation of  confidence; or  was
known by MEMC prior to being obtained by MEMC from American General; or was or
becomes available to MEMC on a nonconfidential basis from a  source other than
American General, provided that MEMC has  no reason to believe such source was
bound  by a confidentiality agreement  with American General;  or is hereafter
independently acquired or  developed by  MEMC without violating  any of  their
obligations under this License Agreement.  MEMC may disclose such confidential
information  to third  parties as  required by  law or  responsive to  a civil
investigative  demand, provided that MEMC  first notifies American General and
gives American  General an opportunity to take action to protect the confiden-
tiality of its information.

Article 14. Indemnification from third party claims:

  14.1. MEMC  shall defend  and indemnify  American General, other  members of
the American General Group, and their employees (the Indemnified Parties) from
and against any and  all third party claims, demands or causes  of action, and
all  costs,  expenses (including  attorneys  fees),  liabilities or  judgments
incurred  in connection  therewith,  brought against  any  of the  Indemnified
Parties  based upon or pertaining to allegations that the Indemnified Parties'
use of any of the  components of the Main Event Management  System licensed by
MEMC to  American General hereunder infringes the intellectual property rights
of such third parties, including claims of misappropriation of information and
copyright infringement.  This  contractual obligation of indemnification shall
not extend to any portion of  Main Event Management System created or contrib-
uted  by employees or independent  contractors of the  American General Group.
Under  no  circumstances shall  MEMC  be  obligated to  indemnify  any of  the
Indemnified  Parties from  and  against the  consequences of  his  or its  own
negligence  or other  fault.   If both  MEMC and  the Indemnified  Parties are
adjudicated  at fault,  this contractual  obligation of  indemnification shall

                                  - Page 14 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

continue but shall be limited to the percentage  of responsibility assigned to
MEMC (e.g.,  in the case of an third party intellectual property lawsuit filed
against both  MEMC and  the  Indemnified Parties  based on  an  aspect of  the
licensed Main Event Management System modified by American General, MEMC shall
not be  obligated to indemnify  the Indemnified  Parties from and  against the
consequences of their modification of the Main Event Management System.).
Article 15. Termination:

  15.1. Neither  American General nor MEMC may terminate this Agreement except
for Cause.  The term Cause  shall mean a material breach of a  material provi-
sion of this License Agreement which  remains uncorrected for thirty (30) days
following written notice by the  complaining party to the defaulting party  of
such breach; provided,  however, that while MEMC shall have  a cause of action
for  damages  and/or  specific  performance  if  American General  breaches  a
provision  of this License Agreement, for purposes of determining MEMC's right
to  terminate this  License Agreement  the term  Cause shall  be limited  to a
breach by American General of its obligations under Paragraph 8.1.
  15.2. Termination  of this  Agreement  shall not  terminate  the  continuing
obligations  of the  parties under  this Agreement,  e.g., the  obligations of
confidence imposed  on American  General and  MEMC by Paragraph  13, the  con-
straints  imposed on American General by Paragraph  7, and the payment obliga-
tions of Paragraph 8.1.  Moreover, even upon termination of this Agreement for
Cause  by either American  General or  MEMC, American  General shall  retain a
perpetual,  worldwide non-exclusive,  non-transferrable  (except  as  provided
herein  in Paragraph  9.1 with  respect to divested  businesses) right  to use
internally  in the  American  General Group  the  Management Systems  and  all
enhancements and modifications to  the Management Systems provided by  MEMC to
American General prior to the date of termination.

Article 16. Definitions:

  16.1. References to  the "American General  Group" mean American General and
the various entities  in which American General owns or  controls, directly or
indirectly, fifty percent or more of the common stock or other equity interest
existing as of the Effective Date or hereafter formed or acquired, but only so
long as such entity is so owned.
  16.2. References herein to  "Hook no longer  controls MEMC" (and correlative
phrases shall have  consistent meanings) mean the earliest date  that (i) Hook
no longer owns or has the sole power to direct the voting of a majority of the
outstanding voting stock of MEMC, or  (ii) MEMC no longer owns all or substan-
tially  all the rights to  the Main Event  Management System.   Hook agrees to
provide  written notice  to American General  that he no  longer controls MEMC
within ten days  after he no longer controls MEMC unless  such loss of control
is  a result of  his death or  incapacity.  Notwithstanding  the foregoing, if
MEMC  is merged, consolidated,  or reorganized with or  into another entity or
transfers all or substantially all of  the rights to the Main Event Management
System to a successor entity, MEMC shall provide notice to American General of
such  merger,  consolidation or  reorganization  and  the resulting  successor
entity shall be deemed to be MEMC for purposes of this Agreement.
  16.3. References  herein  to  employees of  the American  General  Group for
purposes of determining who  may be taught Model-Netics include  all employees

                                  - Page 15 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

of the American General Group, directors of the various Boards of Directors of
entities comprising  the American  General Group, and  independent contractors
under  contract  with American  General  to  market substantially  exclusively
American General products and employees of such independent contractors.
  16.4. References herein  to the "MEM  Modification Committee" mean a special
American  General committee  comprised of its  Chief Executive  Officer, Chief
Financial Officer, and General Counsel.
  16.5. References herein  to the Final  Date mean June  1, 2007  or the tenth
anniversary of  the day after the termination of Hook's employment by American
General under the Employment Agreement, whichever occurs earlier.
  16.6. References herein  to incapacity means (i)  during the  period Hook is
employed  by American General or providing consulting services pursuant to the
Consulting  Agreement, an illness or injury that prevents Hook from performing
his  services for American  General, there is  a written medical  opinion by a
physician  reasonably  selected by  the Board  of  Directors to  the foregoing
effect, and  the Board  of Directors  concludes that  Hook is  permanently and
totally unable to perform his duties for American General and (ii) thereafter,
an  illness or injury that prevents  Hook from exercising reasoned judgment as
to a  decision  relevant under  this  License Agreement,  there  is a  written
medical opinion by a physician  reasonably selected by the Board  of Directors
to the foregoing  effect, and the  Board of Directors  concludes that Hook  is
permanently and totally unable to exercise such reasoned judgment.

Article 17. Miscellaneous:

  17.1. It is  recognized that from  time to time  MEMC may  request to engage
certain  American General employees who  are familiar with  certain aspects of
the  Main  Event Management  System  to assist  MEMC during  their  periods of
vacation  from American  General.   American  General  agrees to  consider  to
accommodating such requests  for assistance  but shall have  no obligation  to
agree to the request.
  17.2. For  purposes  of  this  License  Agreement,  notices  and  all  other
communications provided for herein shall be in writing and shall  be deemed to
have been duly given when received by  the recipient or upon the expiration of
seven days  after being mailed by United  States registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:

  If to American General, to:

      American General Corporation
      ATTN: General Counsel
      2929 Allen Parkway
      Houston, Texas 77019

                                  - Page 16 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

  If to Hook and/or MEMC, to:

      Harold S. Hook
      43 West Terrace Drive
      Houston, Texas 77007-7040

American General, Hook or MEMC  may furnish a change of address to  the others
in writing in  accordance herewith, except that notices  of changes of address
shall be effective only upon receipt.
  17.3. This License  Agreement shall be governed in all respects  by the laws
of  the State of  Texas, or, to  the extent required,  applicable federal law,
excluding any conflict-of-law rule or principle that might refer the construc-
tion of the License  Agreement to the laws of another State  or country.  This
License Agreement may not be waived, modified or amended in any respect by any
verbal statement, representation or agreement made by any employee, officer or
representative of American General or MEMC,  or by any written document unless
the  written  document is  signed  by a  duly authorized  officer  of American
General, Hook  (unless he no  longer controls MEMC  or is  incapacitated), and
MEMC, and the written  document specifically refers  to the provision of  this
License Agreement that is waived, modified or amended.
  17.4. No failure  by any  party hereto  at any time  to give  notice of  any
breach by the other party of, or to require compliance with, any  condition or
provision  of this License  Agreement shall be  deemed a waiver  of similar or
dissimilar provisions or conditions at the same or at any  prior or subsequent
time.
  17.5. This License Agreement shall be binding upon  and inure to the benefit
of American  General and any  other person,  association, or entity  which may
hereafter acquire  or succeed to all  or substantially all of  the business or
assets  of American  General  by any  means  whether  direct or  indirect,  by
purchase, merger, consolidation,  or otherwise.  Hook's rights and obligations
under  this License  Agreement  are personal  and  the rights,  benefits,  and
obligations  of  Hook  shall  not be  voluntarily  or  involuntarily assigned,
alienated, or transferred, whether  by operation of law or  otherwise, without
the prior written consent of  American General.  This License Agreement  shall
be  binding upon  and inure  to  the benefit  of MEMC  and  any other  person,
association,  or entity  which  may hereafter  acquire  or succeed  to  all or
substantially  all of  the business  or assets  of MEMC  by any  means whether
direct or indirect, by purchase, merger, consolidation, or otherwise.
  17.6. Any and all claims, demands, cause of  action, disputes, controversies
and  other matters  in question  arising out  of or  relating to  this License
Agreement, the alleged breach thereof,  or in any way relating to  the subject
matter of  this License Agreement involving  American General or  Hook or MEMC
("Claims"),  even  though some  or all  of  such Claims  allegedly  are extra-
contractual in nature,  whether such Claims sound in contract,  tort or other-
wise, at  law or in  equity, under State  or federal law, whether  provided by
statute or  the common law, for damages or any other relief, shall be resolved
and  decided by binding arbitration pursuant to the Federal Arbitration Act in
accordance  with  the Commercial  Arbitration Rules  then  in effect  with the
American Arbitration  Association.  The  arbitration proceeding shall  be con-
ducted in Houston, Texas.  This agreement to arbitrate shall be enforceable in
either federal or State  court.  Judgment upon any award rendered  in any such

                                  - Page 17 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

arbitration  proceeding may be  entered by any  federal or  state court having
jurisdiction.   The enforcement of this agreement  to arbitrate and all proce-
dural  aspects of this agreement  to arbitrate, including  but not limited to,
the  construction and interpretation of this agreement to arbitrate, the scope
of the arbitrable issues, allegations of waiver, delay or defenses to arbitra-
bility,  and  the rules  governing the  conduct of  the arbitration,  shall be
governed  by and  construed  pursuant to  the  Federal  Arbitration Act.    In
deciding the  substance of  any such Claim,  the Arbitrators  shall apply  the
substantive laws of the State  of Texas; provided, however, that  the Arbitra-
tors shall have no authority to award punitive damages under any circumstances
(whether it  be exemplary  damages, treble  damages, or  any other  penalty or
punitive type of damages) regardless of whether such  damages may be available
under Texas  law, the parties hereby  waiving their right, if  any, to recover
punitive damages  in connection with any  such Claims.  Prior  to either party
instituting  a Claim under this License Agreement, the complaining party shall
provide to  the other party  a written  notice specifying the  alleged breach.
The other party shall be given thirty (30) days to cure such breach before any
Claim is filed.  It is further agreed that prior to such Claims  being submit-
ted  to the  Final Hearing  before  the Arbitrators  on such  Claims, American
General  and Hook  shall attempt  to resolve  such Claims  through non-binding
mediation of such Claims.
  17.7. In the event  of a dispute between  the parties, the prevailing  party
shall  be entitled to  recover his or  its reasonable  and necessary attorneys
fees, but excluding contingent fee arrangements, and costs.
  17.8. Each of the parties agrees to  execute, or cause to be executed by the
appropriate person(s) subject to its control, such additional documents as are
reasonably requested by another party to record or perfect any  of the assign-
ments, licenses  or other rights that  are the subject of  this License Agree-
ment, the  Employment Agreement or  the Consulting Agreement,  or that  may be
necessary or desirable to effectuate the intention of the parties as expressed
in this License Agreement,  the Employment Agreement or the  Consulting Agree-
ment.
  IN WITNESS  WHEREOF this  Agreement has  been executed  by American  General
Corporation  and Main  Event Management  Corporation through  their authorized
representatives  and individually by Harold  S. Hook for  the limited purposes
stated above.

          AMERICAN GENERAL CORPORATION

          By:________________________________________
          Name:_____________________________________
          Title:______________________________________
          This 27th day of April, 1994.

                                  - Page 18 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

     AMERICAN GENERAL CORPORATION
               FORM 10-Q
  For the Quarter Ended June 30, 1994

          MAIN EVENT MANAGEMENT CORPORATION

          By:________________________________________
          Name:_____________________________________
          Title:______________________________________
          This 27th day of April, 1994.
          ____________________________________________
          HAROLD S. HOOK
          This 27th day of April, 1994.

                                  - Page 19 -
              LICENSE AGREEMENT BETWEEN AMERICAN GENERAL AND MEMC

 

Basic Info X:

Name: 1. Subject. The purpose of this memorandum is to document our agreement
Type: Our Agreement
Date: Aug. 9, 1994
Company: AMERICAN GENERAL CORP /TX/
State: Texas

Other info:

Date:

  • April 12 , 1994
  • April 15 , 1994.
  • May 1st
  • March 1995
  • February 1994
  • the Quarter Ended June 30 , 1994 1
  • the Quarter Ended June 30 , 1994 3
  • February 1 , 1994
  • February 2 , 1994
  • March 25 , 1976
  • June 1 , 1997
  • ten days after June 1st
  • June 1 , 2002
  • June 1 , 2007
  • This 27th day of April , 1994

Organization:

  • The Variable Annuity Life Insurance Company VALIC
  • Board of Directors of VALIC
  • Ernst & Young E & Y
  • AGC Board of Directors
  • Behalf of The Variable Annuity Life Insurance Company
  • American General Management Strategy
  • Approval Control Program Audit Control Program Budget Program Desk Manual Program Directive & Information System Manager Operating System Performance Planning System Reports Control Program Salary Administration Program Systems Control Program 3
  • Committee of the Board of Directors
  • American General Corporation 1984 Stock and Incentive Plan
  • American General e.g.
  • Change of Control
  • American General Group American General
  • Employment Agreement for Cause
  • American General for Cause
  • Applied Model-NeticsTraining Course in Problem Management 4 Applied Model-NeticsTraining Course
  • Structured Writing Program Consulting Associates
  • Vinson & Elkins L.L.P.
  • American General 's Board of Directors
  • American General Insurance Company
  • Board of Directors of American General
  • Educational and Training Programs
  • MEM Modification Committee
  • Consulting Associate Training Program
  • Management Systems of Main Event Management System
  • Program Administration Manual
  • Netics Instructor Training Program
  • American General Group herein
  • Main Event Management Systems
  • Main Event Management System.
  • American General Group the Management Systems
  • General Counsel 2929 Allen Parkway Houston
  • Commercial Arbitration Rules
  • American Arbitration Association
  • Main Event Management Corporation

Location:

  • California
  • United States
  • 43 West Terrace Drive Houston
  • State of Texas

Money:

  • $ 275,000
  • $ 50,000
  • $ 100,000
  • $ 980,000
  • $ 250,000 Dollars
  • $ 1,250,000.00 Dollars
  • $ 125,000.00 Dollars
  • $ 10,000

Person:

  • Stephen D. Bickel STEPHEN D. BICKEL
  • Thomas L. West THOMAS L. WEST
  • HAROLD S. HOOK

Percent:

  • 20 % percent
  • 15 %
  • 10 % percent
  • fifty percent