June 22, 1998 Rabar Market Research 10 Bank St. - Suite 830 White Plain, N.Y. 10606 Attention: Mr. John Dreyer & Mr. Paul Rabar Re: Management Agreement Renewal Smith Barney Principal Plus Futures Fund L.P. Dear Mr. Dreyer & Mr. Rabar: We are writing...

June 22, 1998



Rabar Market Research
▇▇ ▇▇▇▇ ▇▇. - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. 10606

Attention:  ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ & ▇▇. ▇▇▇▇ ▇▇▇▇▇

         Re:      Management Agreement ▇▇▇▇▇▇▇
                  ▇▇▇▇▇ ▇▇▇▇▇▇ Principal Plus Futures Fund L.P.

Dear ▇▇. ▇▇▇▇▇▇ & ▇▇. ▇▇▇▇▇:

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. The  incentive  fee will now be
paid annually  instead of  quarterly.  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 ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
at the address above or fax to ▇▇▇-▇▇▇-▇▇▇▇.  If you have any questions I can be
reached at ▇▇▇-▇▇▇-▇▇▇▇.

Very truly yours,

▇▇▇▇▇ ▇▇▇▇▇▇ FUTURES MANAGEMENT INC.



By:
         ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
         Chief Financial Officer,
         Director & Treasurer


AGREED AND ACCEPTED

RABAR MARKET RESEARCH

By:

Print Name:

DAD/sr