Smith Barney Futures Management LLC 388 Greenwich Street, 7th Floor New York, New York 10013-2396 June 1, 1999 Campbell & Co. Inc. 210 West Pennsylvania Avenue Baltimore, MD 212104 Attn: Ms. Terry Livesey Re: Management Agreement Renewal Smith Barney...

                       Xxxxx Xxxxxx Futures Management LLC
                         000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
                          Xxx Xxxx, Xxx Xxxx 00000-0000







June 1, 1999



Xxxxxxxx & Co. Inc.
000 Xxxx Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 000000

Attn: Xx. Xxxxx Xxxxxxx

         Re:      Management Agreement Renewal
                  Xxxxx Xxxxxx Potomac Futures  Fund L.P.


Dear Xx. Xxxxxxx:

We are  writing  with  respect  to  your  management  agreement  concerning  the
commodity pool to which reference is made above (the "Management Agreement"). We
would like to extend the term of the Management  Agreement through June 30, 2000
and all other provisions of the Management Agreement will remain unchanged.

Please indicate your agreement to and acceptance of this modification by signing
one copy of this letter and returning it to the attention of Xx. Xxxxxx Xxxxxxxx
at the address above or fax to 000-000-0000.  If you have any questions I can be
reached at 000-000-0000.



Very truly yours,

XXXXX XXXXXX FUTURES MANAGEMENT LLC


By: /s/  Xxxxxx X. Xxxxxxxx
         Xxxxxx X. Xxxxxxxx
         Chief Financial Officer,
         Director & Treasurer

AGREED AND ACCEPTED
XXXXXXXX & CO. INC.


By:    /s/   Xxxxxxx X.  Xxxxxxx

Print Name:  Xxxxxxx X. Xxxxxxx
             Chief Financial Officer
             Xxxxxxx & Company, Inc.