AMENDMENT NO. 1 TO ADMINISTRATIVE SERVICES AGREEMENT

                                 AMENDMENT NO. 1
                                       TO
                        ADMINISTRATIVE SERVICES AGREEMENT


     AMENDMENT NO. 1 to Administrative  Services Agreement  ("Amendment No. 1"),
dated as of May 1, 2001, between the Stockback Trust (a Delaware business trust,
hereinafter  referred to as the  "Company"),  on behalf of the series  listed on
Exhibit A hereto,  as amended from time to time (each a "Fund" and collectively,
the "Funds"), and Stockback Advisers, LLC (a Delaware limited liability company,
hereinafter referred to as the "Administrator").

     WHEREAS,   the   Company  has   retained   the   Administrator   to  render
administrative services with respect to each of the Funds listed on Exhibit A to
that  certain  Administrative  Services  Agreement  between  the Company and the
Administrator dated July 26, 2000 ("Agreement"); and

     WHEREAS,  the  Company  wishes to assure  that the cost to the  Company  of
obtaining such administrative  services,  as well as the costs of other expenses
to the Company in operating each of the Funds  currently  listed on Exhibit A of
the Agreement, other than the Funds' investment advisory fee and the Funds' fee,
not  exceed,  on an  annualized  basis,  0.25% of the Funds'  average  daily net
assets; and

     WHEREAS,  the  Administrator  agrees that it is  desirable  to so limit the
Company's expenses;

NOW, THEREFORE, the Company and the Administrator agree to modify and amend the
Agreement as follows:

1.   Expenses.  Section  2(b) of the  Agreement  is replaced in its  entirety as
     follows:


     (b)  Expenses  of Each  Fund.  The  Company  and each Fund  shall  bear the
following fees and expenses:  (i) the fees of its investment advisers;  (ii) the
Administrator's  compensation  under this  Agreement;  (iii) any expenses of any
"master" fund in which a Fund invests;  and (iv) all other operating expenses of
such Fund to the extent that such other  operating  expenses do not exceed 0.70%
of such Fund's daily net assets on an annualized basis.

Except as modified and amended  hereby,  the  Agreement  is hereby  ratified and
confirmed in full force and effect in accordance with its terms.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 as of the date first above set forth.

  THE STOCKBACK TRUST (on behalf of the series        STOCKBACK ADVISERS, LLC
  listed on Exhibit A)


  By: /s/ Xxxxxx X. Xxxxxxxxx                         /s/ Xxxxxxx X. Xxxxxx
      -----------------------                         ----------------------
  Name:   Xxxxxx X. Xxxxxxxxx                     Name:    Xxxxxxx X. Xxxxxx
  Title:  CFO and Treasurer                       Title:   COO