SECOND AMENDMENT TO THE MANAGEMENT AGREEMENT



     This SECOND AMENDMENT (this  "Amendment") to the MANAGEMENT  AGREEMENT made
as of the 1st day of April,  1997, and as amended on March 1, 1999,  among SMITH
BARNEY FUTURES  MANAGEMENT LLC, a Delaware limited  liability  company ("SBFM"),
SMITH BARNEY  POTOMAC  FUTURES FUND L.P.,  a New York limited  partnership  (the
"Partnership"), CAMPBELL & COMPANY, INC., a Maryland corporation (the "Advisor")
and SFG Global Investments,  Inc., a Delaware corporation ("SFG"), is made as of
April 1, 2001 by and among SBFM, the Partnership and the Advisor.

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS, SBFM has reorganized as a Delaware limited liability company; and

     WHEREAS,  at the commencement of trading the Partnership's  general partner
was SBFM; and

     WHEREAS,   from  March  1,  1999  through  April  1,  2001,   SFG  was  the
Partnership's  general partner and SBFM was the  Partnership's  trading manager;
and

     WHEREAS, SBFM has been re-elected general partner of the
Partnership as of April 1, 2001 and SFG withdrew as general partner of the
Partnership as of that date; and

     WHEREAS,  SBFM has withdrawn as trading  manager of the Partnership and the
Trading Manager Agreement between SFG and SBFM has thereby been terminated; and

     WHEREAS,  SBFM and the Advisor  entered into a management  agreement  dated
April 1, 1997 and entered into an amendment to that  management  agreement dated
March 1, 1999 (as amended, the "Management Agreement"); and

     WHEREAS, SBFM and the Advisor wish to continue the Management Agreement.

     NOW, therefore, the parties agree as follows.

1. SFG  shall  no  longer  be a party  to the  Management  Agreement  after  the
effective date of this Amendment.

2. All references in the Management  Agreement to the General  Partner after the
effective date of this Amendment shall refer to SBFM.

3. All references in the  Management  Agreement to SBFM after the effective date
of this Amendment  shall refer to SBFM in its capacity as General Partner of the
Partnership.

4. The reference to the General  Partner in the final sentence of paragraph 5(b)
shall be deleted.

5. The reference to  "corporation"  in paragraph  7(b)(ii)  shall be deleted and
replaced with "limited liability company."

6. The  reference  to  "corporate"  in paragraph  7(b)(ii)  shall be deleted and
replaced with "limited liability company."

7. The reference in paragraph  7(b)(v) to the "Trading Manager" shall be deleted
and replaced with "General Partner."

8. The reference in paragraph  7(b)(vi) to "commodity  trading advisor" shall be
deleted and replaced with
"commodity pool operator."

9. The following paragraph 7(b)(vii) shall be added:

     "(vii) The Partnership is a limited  partnership duly organized and validly
          existing  under the laws of the State of New York and has full limited
          partnership  power and  authority to enter into this  Agreement and to
          perform its obligations under this Agreement."

10. Paragraph 7(c) shall be deleted in its entirety.

11. In all other respects the Management Agreement remains unchanged.






     IN WITNESS  WHEREOF,  this Amendment has been executed for and on behalf of
the undersigned as of the day and year first above written.

SMITH BARNEY FUTURES MANAGEMENT LLC



By:  /s/ David J. Vogel
   ------------------------
     David J. Vogel
     President


SMITH BARNEY POTOMAC FUTURES FUND L.P.
BY: SMITH BARNEY FUTURES MANAGEMENT LLC



By:  /s/ David J. Vogel
   ------------------------
     David J. Vogel
     President

CAMPBELL & COMPANY, INC.


BY:  /s/ Bruce L. Cleland
   ------------------------
      Bruce L. Cleland
      President