June 22, 1998 John W. Henry & Company One Glendinning Place Westport, Ct. 06880 Attn: Ms. Beth Kenton Re: Management Agreement Renewal Smith Barney Diversified Futures Fund L.P. II Dear Ms. Kenton: We are writing with respect to your management...

June 22, 1998



Xxxx X. Xxxxx & Company
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxxxx, Xx. 00000
Attn: Xx. Xxxx Xxxxxx


         Re:      Management Agreement Xxxxxxx
                  Xxxxx Xxxxxx Diversified Futures Fund X.X. XX

Dear Xx. Xxxxxx:

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, 1999
and make the  attached  modification  on Rider 1. 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 INC.



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


AGREED AND ACCEPTED

XXXX X. XXXXX & COMPANY


By:

Print Name:

DAD/sr