SMITH BARNEY FUTURES MANAGEMENT INC.

Exhibit 10.8

XXXXX XXXXXX FUTURES MANAGEMENT INC.

000 Xxxxxxxxx Xxxxxx, 0^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000

July 8, 1997

Chesapeake Capital Corp.

000 Xxxxxx Xxxxxx

Xxxxxxxx, Xx. 00000

Attention: Xx. Xxxx Xxxxx

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

Dear Xx. Xxxxx:

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, 1998. The provisions of the Management Agreement that have changed are as follows:

1. The Fund will now trade the Diversified 2XL program instead of the Diversified program.

2. The fees will now be a 2% management fee and a 23% incentive fee.

Please indicate your agreement to and acceptance of these modifications by signing one copy of this letter and returning it to the attention of Xx. Xxxxxx Xxxxxxxx at the address above

Very truly yours,
XXXXX XXXXXX FUTURES MANAGEMENT INC.
By:	/s/ Xxxxxx X. Xxxxxxxx
	Chief Financial Officer, Director & Treasurer

AGREED AND ACCEPTED
CHESAPEAKE CAPITAL CORP.			* Xxxxx Xxxxxx Futures Management Will advise when the change to the Diversified 2XL Program will take place.
By:	/s/ Xxxx X. Xxxxx
Print Name:	Xxxx X. Xxxxx		JMH 7/8/97

DAD/sr

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