EXHIBIT 10.2

                             GRANT PARK FUTURES FUND
                               LIMITED PARTNERSHIP

                           FIRST AMENDED AND RESTATED
                                ADVISORY CONTRACT

     This First Amended and Restated Advisory Contract (the "Agreement") is made
as of the 1st day of August, 2003, among Grant Park Futures Fund Limited
Partnership, an Illinois limited partnership (the "Partnership"), Dearborn
Capital Management, L.L.C., an Illinois limited liability company (the "General
Partner") and EMC Capital Management, Inc., an Illinois corporation ("Advisor"),
on the following premises, terms and conditions:

                                    RECITALS

     WHEREAS, the Partnership has been organized to trade in commodity
interests, including futures contracts, forward contracts, options on futures
contracts, options on forward contracts, options on commodities, spot contracts
and swap contracts ("Commodity Interests"); and

     WHEREAS, the Partnership previously has offered its beneficial interests to
qualified investors on a private placement basis, but as of the
date hereof has completed, or is in the process of completing, the registration
of its beneficial interests (in the form of units of limited partnership
interest, or "Units") for sale to the public with the Securities and Exchange
Commission and the states; and

     WHEREAS, Advisor, which is registered as a commodity trading advisor with
the Commodity Futures Trading Commission ("CFTC") and is a member of the
National Futures Association ("NFA"), previously was appointed and has been
engaged as a commodity trading advisor on behalf of the Partnership, pursuant to
that certain Advisory Contract dated as of April 1, 1998 among Advisor, the
Partnership and the General Partner (the "Prior Advisory Contract"); and

     WHEREAS, the parties wish to continue such engagement during the period in
which the Units will be offered for sale to the public, and therefore wish to
amend and restate the Prior Advisory Contract by entering into this Agreement,
which sets forth the terms and conditions upon which Advisor will render and
implement commodity trading advisory services on behalf of the Partnership on
and after the date hereof until this Agreement is terminated.

     NOW, THEREFORE, the parties hereto agree as follows:

                                   AGREEMENTS

     1. PREPARATION OF MATERIALS. Advisor will cooperate with the Partnership in
the Partnership's endeavors to prepare and update, or cause to be prepared and
updated, a registration statement on Form S-1 ("Registration Statement") and
prospectus and disclosure document included therein ("Prospectus"), promotional
brochures or other marketing materials as well as any other materials reasonably
requested or required by the General Partner in connection with the
organization, operation, or marketing of the Partnership or the registration of


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the Units for sale to the public in all applicable jurisdictions (collectively,
with the Registration Statement and Prospectus, the "Materials"). In this
regard, Advisor will furnish to the General Partner such information as may be
reasonably requested for inclusion in such Materials. Moreover, Advisor agrees
to make all necessary disclosures regarding itself, its principals, its trading
performance, customer accounts and otherwise as are required in the judgment of
the Partnership to be made in such Materials.

     2. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF ADVISOR. Advisor
represents, warrants and covenants to the Partnership and the General Partner
and agrees as follows:

          (a) The Disclosure Document of Advisor and any other information
relating to Advisor, its businesses, principals, and past performance record
that has been requested by the General Partner, has been delivered to the
General Partner and is current, accurate and complete in all material respects
and is in compliance with all applicable laws, rules and regulations, including
Part 4 of the CFTC regulations promulgated under the Commodity Exchange Act, as
amended (the "CE Act"), and Advisor will provide the General Partner with
updated or amended copies of any such materials.

          (b) To the extent reasonably available to it and to the extent
requested by the General Partner, Advisor has supplied or will supply, and has
made available or will make available, for review by the General Partner or its
agents substantially all documents, statements, agreements, confirmations and
workpapers relating to all accounts managed by Advisor and any other persons or
entities controlled by Advisor for the period covered in any Materials and the
General Partner shall keep such information confidential; provided, however,
that Advisor may, in its discretion, withhold from any such materials the name
of the client for whom such account is maintained and any materials containing
proprietary information relating to Advisor's trading methodologies.

          (c) Advisor is registered as a commodity trading advisor with the CFTC
and is a member of the NFA.

          (d) Advisor is an Illinois corporation with full power and authority
to enter into this Agreement.

          (e) This Agreement has been duly and validly authorized, executed and
delivered by, and is a valid and binding contract of, Advisor enforceable in
accordance with its terms.

          (f) The representations, warranties and covenants made in this
Agreement by Advisor shall be continuing during the term of this Agreement and
if at any time any event has occurred which would make or tend to make any of
the representations, warranties and covenants in this Agreement not true,
Advisor will promptly notify the General Partner.


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     3. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERSHIP AND
GENERAL PARTNER. The General Partner and the Partnership jointly and severally
represent, warrant and covenant to Advisor that:

          (a) This Agreement has been duly and validly authorized, executed and
delivered by, and is a valid and binding contract of, the General Partner and
the Partnership enforceable in accordance with its terms.

          (b) The Partnership is duly formed and validly existing as an Illinois
limited partnership, with full partnership power to carry out its obligations
under this Agreement and its Limited Partnership Agreement, as such may be
amended from time to time (the "Partnership Agreement").

          (c) The Materials will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in which
they are made, not misleading, or omit to state any material information
required to be disclosed therein under the CE Act, the Securities Act of 1933,
and the rules promulgated thereunder; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished to the General
Partner by or on behalf of Advisor, as to it, including, without limitation, all
references to Advisor and its affiliates, controlling persons, shareholders,
partners, directors, officers and employees, as well as to Advisor's trading
approach and past performance history, which has been provided by Advisor for
inclusion in the Materials.

          (d) Units in the Partnership will be offered and sold in compliance
with the requirements set forth in the Registration Statement and the
Prospectus, the Partnership Agreement and the Subscription Agreement and Power
of Attorney. In connection with the offer and sale of the Units, the General
Partner will, and the General Partner will use its best efforts to ensure that
any third party selling agents will, comply fully at all times with all federal,
state and foreign securities laws, rules and regulations applicable to the offer
and sale of the Units to the public.

          (e) The General Partner is duly formed and validly existing as an
Illinois limited liability company with full power and authority to carry out
its obligations under this Agreement and is registered with the CFTC as a
commodity pool operator and is a member of NFA.

          (f) The General Partner has received, on behalf of the Partnership,
the current commodity trading advisor disclosure document of Advisor and has
reviewed and is familiar with the matters set forth therein.

          (g) The representations, warranties and covenants made in this
Agreement by the Partnership and the General Partner shall be continuing during
the term of this Agreement and if at any time any event has occurred which would
make or tend to make any of the foregoing not true, the General Partner will
promptly notify Advisor.


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          4. DUTIES OF ADVISOR. Upon the allocation of assets of the Partnership
to Advisor, Advisor for that portion of the Partnership's assets allocated to
Advisor, shall have sole authority and responsibility for directing the
investment and reinvestment in Commodity Interests during the term of this
Agreement and in accordance with the trading policies and trading strategies set
forth in the Prospectus which has been furnished to Advisor. If the General
Partner shall, in its sole discretion, determine that any trading instructions
issued by Advisor violate those trading policies or strategies, then the General
Partner may cause any position placed in violation to be reversed. Advisor will
exercise its best efforts in determining the trades in Commodity Interests.
Changes in Commodity Interests traded shall not be deemed material changes in
trading policies. Advisor has advised the Partnership that its past performance
and the past performance of its principals as provided to the General Partner is
the result of Advisor's trading methods as modified and refined from time to
time. The Partnership acknowledges that the trading strategies of Advisor are
confidential and proprietary. If a change in Advisor's trading strategies is
deemed material in the sole judgment of Advisor, then Advisor will not change
its trading strategies without at least 10 days prior written notice to the
General Partner, it being understood that the addition or deletion of a market
shall not, by itself, be deemed a material change. All commissions and expenses
arising from the trading of, or other transactions in the course of the
administration of, the Partnership's account shall be charged to the
Partnership's account. The General Partner of the Partnership shall deliver to
Advisor, and renew when necessary, a Commodity Trading Authorization appointing
Advisor as the Partnership's agent and attorney-in-fact for the purpose of
trading Commodity Interests. All trades for the account of the Partnership
directed by Advisor shall be cleared through such clearing broker or brokers as
the General Partner directs (each, a "clearing broker"). Currently, Refco, Inc.
is the Partnership's sole clearing broker for the assets of the Partnership
allocated to Advisor. Notwithstanding the foregoing, Advisor may place orders
for Commodity Interest transactions for the Partnership through executing
brokers or floor brokers selected by Advisor, provided Advisor has first
notified the General Partner of each such broker Advisor intends to use and the
General Partner has not within 5 days of receiving such notice disapproved of
such broker. Any over-the-counter contracts in Commodity Interests transacted
for the Partnership's trading account will be effected through the clearing
broker or its affiliates, as agreed upon between Advisor and the General
Partner. Advisor also from time to time may select other dealers through which
any such contracts will be traded, with the prior written consent of the General
Partner. In its trading for the Partnership's account, Advisor shall not engage
in "pyramiding," as such term is used in the Prospectus.

     5. INDEPENDENCE OF ADVISOR. Advisor shall for all purposes herein be deemed
to be an independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Partnership in any
way or otherwise be deemed an agent of the Partnership. Advisor shall not offer
or sell or solicit any offers to purchase the Units and Advisor shall not be
considered a promoter or sponsor of the Units or of the Partnership. However,
when requested by the General Partner at such reasonable times and upon adequate
notice as mutually agreed to, Advisor will assist in the general explanation and
presentation of Advisor's trading strategies and methods solely to the employees
of the General Partner and, in Advisor's discretion, to the Partnership's
selling agents or to other agents of the General Partner;


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provided, however, that nothing in this section will require Advisor to disclose
confidential and proprietary information concerning its trading strategies and
methods. The parties acknowledge that Advisor has, neither alone nor in
conjunction with the General Partner, been an organizer or promoter of the
Partnership. Nothing herein contained shall be deemed to require the Partnership
to take any action contrary to its Partnership Agreement, its Certificate of
Limited Partnership or any applicable statute, regulation or exchange rule.

     6. COMPENSATION.

          (a) In consideration of and in compensation for all of the services to
be rendered by Advisor to the Partnership under this Agreement, beginning with
the first calendar quarter-end following the date of this Agreement, Advisor
shall receive compensation from the General Partner or the Partnership, as
applicable, as follows:

               (1) The General Partner will pay to Advisor a "Consulting Fee" of
1.5% per year (computed and accrued monthly on the basis of month-end "Allocated
Net Assets," as defined in subsection (c) below but excluding notional funds, if
any, and paid quarterly) of such Advisor's Allocated Net Assets.

               (2) The Partnership will pay to Advisor a quarterly "Incentive
Fee" of 22.5% of "New Trading Profits on the Allocated Net Assets of Advisor,"
as defined in subsection (d) below.

          (b) Advisor shall not receive any commissions, compensation,
remunerations or payments whatsoever from any clearing broker with whom the
Partnership carries an account for any transactions executed in the
Partnership's account, nor shall Advisor at any time be an "affiliate" of any
clearing broker with whom the Partnership carries an account, as such term is
used in the Partnership Agreement.

          (c) "Allocated Net Assets" means that portion of the Partnership's Net
Assets allocated to Advisor by the General Partner and subject to Advisor's
trading discretion (including any notional funds), together with any
appreciation or depreciation in such Allocated Net Assets. "Net Assets" is
defined as the total assets of the Partnership including all cash and cash
equivalents, plus the market value of all open Commodity Interest positions and
U.S. Treasury bills, but minus all accrued liabilities of the Partnership. The
market value of a Commodity Interest position shall be that price quoted on the
exchange on which each such contract is traded as of the close of each trading
day, or if any such contract is not so traded, the fair market value of each
contract, as determined by the General Partner.

          (d) "New Trading Profits on the Allocated Net Assets of Advisor" shall
mean the sum of (A) the net of any profits (excluding interest income) and
losses realized on all trades closed out during the period on such Allocated Net
Assets, plus (B) the net of any unrealized profits and losses on open positions
as of the end of such period on such Allocated Net Assets, minus (C) (i) the net
of any unrealized profits or losses on open positions as of the end of the
preceding period on such Allocated Net Assets, (ii) all expenses (except the
Incentive Fee payable to Advisor for the


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current period and the applicable state taxes) attributable to such Allocated
Net Assets (on a pro rata basis), incurred or accrued during such period,
including without limitation, the "brokerage charge" paid to the General
Partner, as described in the Prospectus, and the Partnership's ongoing expenses,
and (iii) cumulative net realized or unrealized trading losses on such Allocated
Net Assets (reduced by a proportionate share of realized and unrealized trading
losses on such Allocated Net Assets attributable to redeemed Units or
reallocated amounts as of any redemption or reallocation date), if any, carried
forward from all preceding periods since the last period for which an Incentive
Fee was payable to Advisor.

          7. RIGHT TO ADVISE OTHERS. Advisor's present business is advising with
respect to the purchase and sale of Commodity Interests. The services provided
by Advisor under this Agreement are not to be deemed exclusive. The General
Partner acknowledges that, subject to the terms of this Agreement, Advisor may
render advisory, consulting and management services to other clients. Advisor
shall be free to advise others and manage other Commodity Interest trading
accounts, including accounts owned by it or its principals, during the term of
this Agreement and to use the same information, computer programs and trading
strategy which it obtains, produces or utilizes in the performance of services
for the Partnership. In that connection, however, Advisor represents and
warrants that: (i) in rendering consulting, advisory and management services to
other Commodity Interest trading accounts and entities, it will use its best
efforts to achieve an equitable treatment of all accounts and will use a fair
and reasonable system of order entry for all accounts; and (ii) it will not
deliberately use any trading strategies for the Partnership which it or its
principals know are inferior to those employed by other accounts. Advisor agrees
to be aware of the position limits imposed on certain Commodity Interest
contracts by the CFTC or applicable contract market. Advisor will be entitled to
use that portion of the applicable position limits that bears the same
relationship that the Partnership's assets allocated to it bears to all of the
Partnership's assets. If, at any time during the term of this Agreement, Advisor
is required to aggregate the Partnership's Commodity Interest positions with the
positions of any other person for purposes of applying the CFTC or exchange
imposed speculative position limits, Advisor will promptly notify the General
Partner if the Partnership's positions are included in an aggregate amount which
exceeds the applicable speculative position limit. Advisor represents that, if
speculative positions limits are reached in any Commodity Interest contract, it
will modify the trading instructions to the Partnership's account and its other
accounts in a reasonable and good faith effort to achieve an equitable treatment
of all accounts. Advisor currently believes and represents that such speculative
limits will not materially affect its trading recommendations or strategy for
the Partnership given Advisor's current accounts and all proposed accounts for
which each Advisor has a contract to act as a commodity trading advisor.

          8. RECORDS OF THE PARTNERSHIP. The General Partner will instruct the
clearing broker to furnish copies of all trade confirmations and monthly trading
reports to Advisor. Advisor will maintain a record of all trading orders for the
Partnership's account that have been filled and will monitor the Partnership's
open positions. Upon the request of the General Partner, Advisor shall permit
the General Partner or its agent to inspect such information as the General
Partner may reasonably request for the purpose of confirming that the
Partnership has


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been treated equitably with respect to trading engaged in during the term of
this Agreement by all accounts controlled by Advisor or its principals. Advisor
shall permit the General Partner to inspect the trading records of Advisor, its
principals and their other clients for the purpose of confirming that the
Partnership is being treated equitably by Advisor, including with respect to any
modifications of trading strategies resulting from speculative position limits
and with respect to the assignment of priorities of order entry to Advisor's
accounts and the General Partner shall keep such information confidential;
provided, however, that Advisor may, in its discretion, withhold from any such
inspection the name of the client for whom such account is maintained.

          9. TERM AND TERMINATION; AUTOMATIC RENEWAL PROVISION.

               (a) THE INITIAL TERM OF THIS AGREEMENT SHALL COMMENCE ON THE DATE
HEREOF AND SHALL CONTINUE UNTIL THE ONE YEAR ANNIVERSARY OF THE DATE HEREOF.
THEREAFTER, THE TERM OF THIS AGREEMENT WILL AUTOMATICALLY BE EXTENDED FOR ONE
YEAR TERMS FROM YEAR TO YEAR, UNLESS TERMINATED BY EITHER PARTY PURSUANT TO THE
TERMS OF SUBSECTION (b) BELOW. As used in this Agreement, the term "term" shall
mean the period commencing on the date hereof through the effective date of the
termination of this Agreement, unless the context requires otherwise.

               (b) The General Partner and the Partnership or Advisor may
terminate this Agreement at any time upon no less than 60 days' written notice
to the other. Notwithstanding the foregoing, this Agreement also may be
terminated on written notice at any time upon: (i) the General Partner's
withdrawal as General Partner of the Partnership, as provided in the Partnership
Agreement; (ii) the death, disability or loss of services of Elizabeth A. Cheval
or upon Ms. Cheval's no longer taking an active role in the business of Advisor;
(iii) the sale of or disposition of Advisor; (iv) the inability of Advisor to
use its trading strategies for the Partnership's benefit; (v) the suspension,
revocation or withdrawal of Advisor's registration as a commodity trading
advisor or withdrawal of the General Partner's registration as a commodity pool
operator or the suspension or termination of any parties' NFA membership; (vi) a
material breach of this Agreement by Advisor; or (vii) a violation by Advisor of
the Partnership's trading policies. In the event of the termination of this
Agreement by Advisor, Advisor shall be entitled to and the Partnership or the
General Partner, as the case may be as provided in Section 6 above, shall pay
the quarterly Incentive Fee and quarterly Consulting Fee, computed as if the
effective date of termination were the last day of the then current calendar
quarter.

          10. INDEMNITY.

               (a) In any threatened, pending or completed action, suit, or
proceeding to which Advisor, its shareholders, officers, directors, employees or
agents (collectively, "its affiliates") was or is a party or is threatened to be
made a party by reason of the fact that Advisor is or was a commodity trading
advisor of the Partnership or otherwise, the Partnership and the General Partner
jointly and severally shall indemnify and hold harmless, subject to subsection
(b) below, Advisor and its affiliates against any loss, liability, damage, cost,
expenses (including attorneys' fees and


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accountants' fees), judgments and amounts paid in settlement actually and
reasonably incurred by it or its affiliates in connection with any action, suit
or proceeding if Advisor or its affiliates acted in good faith and in a manner
it reasonably believed to be in or not opposed to the best interests of the
Partnership, and provided that its or their conduct does not constitute gross
negligence or a breach of its or their fiduciary obligations. The termination of
any action, suit or proceeding by judgment, order or settlement shall not, of
itself, create a presumption that Advisor or its affiliates did not act in good
faith and in a manner which it reasonably believed to be in or not opposed to
the best interests of the Partnership.

               (b) Any indemnification under subsection (a) above, unless
ordered by a court or administrative forum, shall be made only as authorized in
the specific case and only upon a determination by independent legal counsel in
a written opinion that indemnification is proper in the circumstances because
Advisor has met the applicable standard of conduct set forth in subsection (a)
above.

               (c) To the extent that Advisor or its affiliates has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsection (a) above, or in defense of any claim,
issue or matter therein, the Partnership and the General Partner jointly and
severally shall indemnify it or its affiliates against the expenses, including
attorneys' and accountants' fees, actually and reasonably incurred by it or its
affiliates in connection therewith.

               (d) Expenses incurred in defending a threatened or pending civil,
administrative or criminal action, suit or proceeding against Advisor or its
affiliates may in the sole discretion of the General Partner, be paid by the
Partnership and the General Partner jointly and severally in advance of the
final disposition of such action, suit or proceeding, if and to the extent that
the person on whose behalf such expenses are paid shall agree to reimburse the
Partnership and/or the General Partner, as applicable, in the event
indemnification is not permitted under this Section 10.

               (e) Advisor agrees to indemnify, defend and hold harmless the
Partnership, the General Partner, its shareholders, officers, directors,
employees or agents (collectively, "its affiliates") against all liabilities
incurred by them by reason of any act or omission of Advisor relating to the
Partnership (including costs and expenses of investigating and defending any
claims, demand or suit and attorneys' and accountants' fees) if there has been a
final judicial or regulatory determination that such act or omission materially
violated the terms of this Agreement or involved negligence, fraud, recklessness
or intentional misconduct on the part of Advisor.

               (f) In the event that any claim, dispute or litigation arises
between Advisor and any party other than the Partnership or the General Partner,
which claim, dispute or litigation is unrelated to the Partnership's business,
and if the Partnership or the General Partner are made a party to such claim,
dispute or litigation by such other party, Advisor shall defend any actions
brought in connection therewith on behalf of the Partnership and/or the General
Partner each of whom agree to cooperate in such defense and Advisor shall
indemnify and hold harmless the Partnership and the General Partner from and
with respect to any amounts awarded to such other party. If any claim, dispute
or litigation arises between the Partnership and/or the General Partner


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and any party other than Advisor which claim, dispute or litigation is unrelated
to Advisor's business, and if Advisor is made a party to such claim, dispute or
litigation by such other party, the Partnership and the General Partner jointly
and severally shall defend any actions brought in connection therewith on behalf
of Advisor or its principals, each of whom agree to cooperate in such defense
and the Partnership and the General Partner jointly and severally shall
indemnify and hold harmless Advisor and its affiliates from and with respect to
any amounts awarded to such other party. Notwithstanding any other provision of
this subsection (f), if, in any claim as to which indemnity is or may be
available, any indemnified party reasonably determines that its interests are or
may be, in whole or in part, adverse to the interests of the indemnifying party,
the indemnified party may retain its own counsel in connection with such claim
and shall be indemnified by the indemnifying party for any legal or any other
expenses reasonably incurred in connection with investigating or defending such
claim.

               (g) None of the foregoing provisions for indemnification shall be
applicable with respect to default judgments, confessions of judgment or
settlements entered into by the party claiming indemnification ("Indemnitee")
without the prior consent of the party obligated to indemnify the other party
("Indemnitor"); provided, however, that should the Indemnitor refuse to consent
to a settlement approved by the Indemnitee, the Indemnitee may effect such
settlement, pay such amount in settlement as it shall deem reasonable and seek a
judicial or regulatory determination with respect to reimbursement by the
Indemnitor of any loss, liability, damage, cost or expenses (including
reasonable attorneys' and accountants' fees) incurred by the Indemnitee in
connection with such settlement to the extent such loss, liability, damage, cost
or expense (including reasonable attorneys' and accountants' fees) was caused by
or resulted from a material violation of this Agreement by the Indemnitor or
violation of the standard of conduct set forth herein. Notwithstanding the
foregoing, the Indemnitor shall, at all times, have the right to offer to settle
any matters and if the Indemnitor successfully negotiates a settlement and
tenders payment therefore to the Indemnitee, the Indemnitee must either use its
best efforts to dispose of the matter in accordance with the terms and
conditions of the proposed settlement or the Indemnitee may refuse to settle the
matter and continue its defense in which latter event the maximum liability of
the Indemnitor to the Indemnitee shall be the amount of said proposed
settlement.

               (h) The foregoing provisions for indemnification shall survive
the termination of this Agreement.

               (i) Advisor acknowledges as to it that the indemnities provided
in this Agreement by the General Partner and the Partnership to Advisor shall be
inapplicable in the event of any liability accruing to the extent, if any,
caused by or based upon Advisor's misrepresentations, omissions or breach of any
warranty in this Agreement.

          11. REALLOCATION OF ASSETS. The General Partner in its sole and
absolute discretion may allocate assets away from or, with Advisor's consent to,
Advisor as of the first day of any month on 10 days' prior written notice. Any
refusal by Advisor to accept an allocation of additional assets must be
communicated by Advisor to the General Partner no less than 8 days prior to the
proposed allocation date after having received the required notice of the
proposed


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allocation from the General Partner, or on such shorter notice as is acceptable
to the General Partner. Notwithstanding the foregoing, the General Partner may
reallocate assets away from Advisor at any time, if the purpose of the
reallocation is to meet a margin call from the Partnership's clearing broker
resulting from the trading activities of another commodity trading advisor
engaged by the Partnership, but only to the extent that such other commodity
trading advisor, whose trading has resulted in the margin call, has no
Partnership assets not committed to Commodity Interest positions. The General
Partner shall immediately notify Advisor and all other affected commodity
trading advisors engaged by the Partnership of any reallocation.

          12. COMPLETE AGREEMENT. This Agreement among Advisor, the Partnership
and the General Partner shall constitute all agreements between Advisor and the
Partnership, shall supersede any prior agreements among Advisor, the Partnership
and the General Partner, including, without limitation, the Prior Advisory
Contract, and no other agreements, verbal or otherwise, shall be binding upon
the parties to this Agreement.

          13. ASSIGNMENT AND SUCCESSORS. This Agreement may not be assigned nor
the duties hereunder delegated by either party without the express written
consent of the other party. This Agreement is made solely for the benefit of,
and shall be binding upon, the parties and their respective successors and
assigns, and no other person shall have any right or obligation under it.

          14. AMENDMENT. This Agreement may not be amended except by a written
instrument signed by the parties.

          15. NOTICES. All notices required to be delivered under this Agreement
shall be delivered personally or by registered or certified mail, postage
prepaid, return receipt requested, to (i) Advisor at 2201 Waukegan Road, Suite
West 240, Bannockburn, Illinois 60015; (ii) to the Partnership and the General
Partner at Dearborn Capital Management, L.L.C., 111 West Jackson Boulevard,
Suite 1700, Chicago, Illinois, 60604, Attn: David M. Kavanagh; (iii) with a copy
to Wesley G. Nissen, Esq., Katten Muchin Zavis Rosenman, 525 West Monroe Street,
Suite 1600, Chicago, Illinois 60661; or (iv) to any other address designated by
the party to receive the same by written notice similarly given.

          16. NOTICE OF THREATENED, PENDING OR COMPLETED ACTIONS, SUITS OR
PROCEEDINGS.

               (a) The General Partner will immediately give written notice to
Advisor of: (i) any threatened, pending or completed action, suit or proceedings
(including without limitation any reparations proceedings or administrative
proceeding threatened or instituted under the CE Act) to which the Partnership
was or is a party or is threatened to be a party; and (ii) any judgments or
amounts paid by the Partnership in settlement in connection with any such
threatened, pending or completed action, suit or proceeding.

               (b) Advisor will immediately give written notice to the General
Partner of: (i) any threatened, pending or completed action, suit or proceeding
(including without limitation any reparations proceeding or administrative
proceeding threatened or instituted under the CE Act) to which Advisor was or is
a party or is threatened to be a party; and (ii) any judgments or amounts


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paid by Advisor in settlement in connection with any such threatened, pending or
completed action, suit or proceeding.

               (c) Written notices required to be given pursuant to this Section
16 shall contain all pertinent information concerning the threatened, pending or
completed action, suit or proceeding and, in the case of any pending or
completed action suit or proceeding, shall include a copy of the complaint,
petition or similar documents asserting a claim.

               (d) The General Partner and Advisor agree to use their best
efforts to maintain the confidentiality of notices received pursuant to this
Section 16 and agree not to disclose the contents of such notices to persons
other than their affiliates, or except as may be required, in their good faith
judgment, by any applicable law or regulation.

          17. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Illinois applicable to contracts
made in that State without reference to its conflicts of laws provisions.

          18. NOTIONAL FUNDS DISCLOSURE. The CFTC requires Advisor to make the
following disclosure to the Partnership:

               (a) You should request your commodity trading advisor to advise
you of the amount of cash or other assets (Actual Funds) which should be
deposited to the advisor's trading program for your account to be considered
"Fully Funded." This is the amount upon which the commodity trading advisor will
determine the number of contracts traded in your account and should be an amount
sufficient to make it unlikely that any further cash deposits would be required
from you over the course of your participation in the commodity trading
advisor's program;

               (b) You are reminded that the account size you have agreed to in
writing (the "nominal" or "notional" account size) is not the maximum possible
loss that your account may experience; and

               (c) You should consult the account statements received from your
futures commission merchant in order to determine the actual activity in your
account, including profits, losses and current cash equity balance. To the
extent that the equity in your account is at any time less than the nominal
account size, you should be aware of the following:

                    (i) Although your gains and losses, fees and commissions
               measured in dollars will be the same, they will be greater when
               expressed as a percentage of account equity.

                    (ii) You may receive more frequent and larger margin calls.

                    (iii) The disclosures which accompany the performance table
               may be used to convert the rates of return ("RORs") in the
               performance table to the corresponding RORs for particular
               partial funding levels.


                                       11

<PAGE>


          19. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.


                                       12

<PAGE>


         This Agreement has been executed for and on behalf of the undersigned
as of the date first set forth above.

     NOTICE: THIS AGREEMENT CONTAINS AN AUTOMATIC RENEWAL PROVISION IN SECTION 9
HEREIN.

GRANT PARK FUTURES FUND LIMITED PARTNERSHIP

By:      Dearborn Capital Management, L.L.C.

By:      Dearborn Capital Management, Ltd.,
         its Managing Member



By:      /s/ David M. Kavanagh
         -----------------------------------
         David M. Kavanagh,
         its President

DEARBORN CAPITAL MANAGEMENT, L.L.C.

By:      Dearborn Capital Management, Ltd.,
         its Managing Member



By:      /s/ David M. Kavanagh
         -----------------------------------
         David M. Kavanagh,
         its President

EMC CAPITAL MANAGEMENT, INC.


By:  /s/ Elizabeth A. Cheval
     -----------------------------------
     Elizabeth A. Cheval,
     its Chairperson


                                       13

<PAGE>


                         COMMODITY TRADING AUTHORIZATION



                                 August 1, 2003



EMC Capital Management, Inc.
2201 Waukegan Road, Suite West 240
Bannockburn, Illinois  60015
Attn:  Elizabeth A. Cheval

Dear EMC Capital Management, Inc.:

     Grant Park Futures Fund Limited Partnership (the "Partnership") does hereby
make, constitute and appoint you as its attorney-in-fact to purchase and sell
commodity interests, including futures contracts, forward contracts, options on
futures contracts, options on forward contracts, options on commodities, spot
contracts and swap contracts, through Refco, Inc. as clearing broker in
accordance with the First Amended and Restated Advisory Contract dated as of
August 1, 2003 among you, the Partnership and the Partnership's general partner,
Dearborn Capital Management, L.L.C.

                                        Very truly yours,

                                        GRANT PARK FUTURES FUND
                                        LIMITED PARTNERSHIP

                                        By:   DEARBORN CAPITAL MANAGEMENT,
                                              L.L.C., its General Partner

                                        By:   Dearborn Capital Management, Ltd.,
                                              its Managing Member


                                        By:   __________________________________
                                              David M. Kavanagh,
                                              its President