INVESTMENT ADVISORY AGREEMENT





       AGREEMENT made as of June 14, 2000, by and between Lifetime

Achievement Fund, Inc. (the "Fund"), a Maryland corporation registered with the

U.S. Securities and Exchange Commission as an open-end, investment company under

the Investment Company Act of 1940, as amended ("1940 Act") and Manarin

Investment Counsel, Ltd., (the "Adviser"), a Nebraska corporation registered as

an investment adviser under the Investment Advisers Act of 1940, as amended.





       WHEREAS, the Fund proposes to offer for public sale shares of beneficial

interest; and



       WHEREAS, the Fund desires to retain Adviser as investment adviser to

furnish certain investment advisory services to the Fund, and Adviser desires to

furnish such services;



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

herein contained, Adviser and the Fund agree as follows:



       1.     APPOINTMENT. The Fund hereby appoints Adviser as the investment

adviser to manage the investment and reinvestment of the assets of the Fund, and

to perform the other services herein set forth, subject to the supervision of

the Fund's Board of Directors, for the period and on the terms herein set forth.

Adviser hereby accepts such appointment and agrees to render the services herein

set forth for the compensation herein provided.



       2.     DUTIES AS INVESTMENT ADVISER.



              a.     Adviser shall act as investment adviser for the Fund, and

shall manage the investment and reinvestment of the assets of the Fund at all

times in accordance with the investment objectives and policies of the Fund as

is set forth in the Fund's currently effective Registration Statement. Adviser

shall assume responsibility for the management of the assets of the Fund and

making all investment decisions for the Fund subject to the overall supervision

of the Fund's Board of Directors.



              b.     Adviser will obtain and evaluate pertinent economic

information and evaluate economic conditions, securities markets and investment

performance relevant to the investment policies of the Fund and place orders for

the purchase and sale of securities on behalf of the Fund. In placing such

orders, Adviser is authorized to use the facilities of



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brokers-dealers, who render satisfactory services at competitive rates, and to

allocate orders to such brokers-dealers who also provide research, statistical

and other services to the Fund, such determinations to be made by Adviser in its

own reasonable judgment, consistent with applicable laws and regulations.



              c.     Adviser will provide investment supervisory services for

the assets of the Fund as set forth in its current Registration Statements.



              d.     Adviser will provide or cause the brokers-dealers it

selects to provide complete records of the securities purchased, sold or

otherwise disposed of by the Fund including the pricing and amounts of such

transactions.



              e.     Adviser will report to the Fund's Board of Directors, or to

any committee or officers of the Fund acting pursuant to the authority of the

Board, at such times and in such detail as the Board may deem appropriate in

order to enable the Fund to determine that its investment policies are being

observed and implemented and that the obligations of Adviser under this

Agreement are being fulfilled. Any investment program undertaken by Adviser

pursuant to this Agreement and any other activities undertaken by Adviser on

behalf of the Fund shall at all times be subject to any directives of the Fund's

Board of Directors or any duly constituted committee or officer of the Fund

acting pursuant to authority of the Fund's Board of Directors.



              f.     Adviser will furnish or place at the disposal of the Fund

such information evaluations, analysis, advice and recommendations formulated or

prepared by it as it deems necessary and appropriate in the reasonable discharge

of its duties or as the Fund may otherwise reasonably request of it.

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