AMENDMENT TO THE MANAGEMENT AGREEMENT



     This AMENDMENT  dated March 1, 1999 to the MANAGEMENT  AGREEMENT made as of
the 1st day of April,  1997  among  SMITH  BARNEY  FUTURES  MANAGEMENT  INC.,  a
Delaware  corporation  ("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. ("SFG").

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

     WHEREAS,  SFG has been elected  general  partner of the  Partnership  as of
March 1, 1999 and SBFM will withdraw as general  partner of the  Partnership and
become  Trading  Manager  of  the  Partnership  pursuant  to a  Trading  Manager
Agreement as of that date; and

     WHEREAS,  the Trading Manager  Agreement  provides that SBFM is authorized,
among other things, to select, appoint and terminate advisors; and

     WHEREAS,  the  Trading  Manager  and  the  Advisor  wish  to  continue  the
Management Agreement dated April 1, 1997 (the "Management Agreement").

     NOW, therefore, the parties agree as follows.

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

2. The  references to the General  Partner in  paragraphs  1(a), 2 and 5(b)(iii)
shall be changed to "SBFM".

     3. The reference to SBFM in the final  sentence of paragraph  5(b) shall be
replaced with "SBFM's or the General Partner's".

4. Paragraphs 7(b)(v) - (vii) are deleted and replaced as follows:

     "(v) SBFM will not, by acting as Trading  Manager to the  Partnership,  and
          the  Partnership  will  not,  breach  or  cause  to  be  breached  any
          undertaking, agreement, contract, statute, rule or regulation to which
          it is a party or by which it is bound which would  materially limit or
          affect the performance of its duties under this Agreement.

     (vi) SBFM is registered as a commodity  trading  advisor and is a member of
          the  NFA,  and it  will  maintain  and  renew  such  registration  and
          membership during the term of this Agreement.

     (c)  The  General  Partner  represents  and  warrants  for  itself  and the
Partnership that:

     (i) It is a  corporation  duly  organized,  validly  existing  and in  good
standing  under the laws of the State of Delaware and has full  corporate  power
and authority to perform its obligations under this Agreement.

     (ii) It is registered  as a commodity  pool operator and is a member of the
NFA, and it will maintain and renew such  registration and membership during the
term of this Agreement.


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

5. 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 INC.



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

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



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

SFG GLOBAL INVESTMENTS INC.



By:  /s/ Molly Mugler
   ------------------------
         Molly Mugler
         President

CAMPBELL & COMPANY, INC.


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