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                              AMENDED AND RESTATED
                             SUBSCRIPTION AGREEMENT

                  This Amended and Restated Subscription Agreement (the
"Agreement") is made this 23rd day of May, 2000 by and between Beeland
Management Company, L.L.C. (the "Company") and James B. Rogers, Jr. ("Rogers").

                                    RECITALS

WHEREAS, the Company and Rogers (collectively the "Parties" or individually a
"Party") entered into a subscription agreement dated as of September 9, 1997
(the "Original Agreement");

WHEREAS, the Parties desire to effect certain amendments to the Original
Agreement; and

WHEREAS, the Parties desire to set forth their entire agreement in one document,
upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:

I.       INCORPORATION OF RECITALS

         A.       The above recitals are hereby incorporated as an integral part
                  of this Agreement and not as mere introductory material.

II.      SUBSCRIPTION FOR MEMBERSHIP INTEREST

         A.       Rogers hereby subscribes for a membership interest
                  ("Interest") in the Company representing 52.14% of the total
                  of all Interests in the Company.

         B.       This subscription is based on the terms and conditions
                  described in this Agreement and in the Company's Second
                  Revised Amended and Restated Operating Agreement dated as of
                  April 12, 2000 (the "Operating Agreement").

III.     CONSIDERATION

         A.       As consideration for his Interest, Rogers has (i) contributed
                  his industry expertise in the development of the Rogers
                  International Commodity Index (the "Index"), (ii) assigned to
                  the Company all of his right, title and interest in and to the
                  Index, and (iii) licensed to the Company for its nonexclusive
                  use for as long as Rogers has an Interest in the Company the
                  name "Rogers," Rogers' likeliness and Rogers' signature for
                  the development and marketing purposes of the Company,
                  including but not limited to, marketing of the "Rogers Raw
                  Materials Fund, L.P."; "Rogers International

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                  Commodity Index"; the "Rogers International Raw Materials
                  Fund, L.P."; "Rogers Index Funds"; and any other commodity
                  pool (as that term is defined in the Commodity Exchange Act),
                  or any product or fund administered by the Company based on
                  the Index.

         B.       As additional compensation for his Interest, Rogers agrees to
                  maintain control over the use of the name Rogers, his likeness
                  and his signature by continuing to provide consulting services
                  for as long as he has an Interest in the Company.

         C.       Rogers acknowledges and agrees that the Company has entered
                  into this Agreement based on Rogers' above-described
                  consideration. Rogers' Interest shall constitute security for
                  the continuing obligations of Rogers to the Company as
                  provided in this Agreement.

IV.      OWNERSHIP OF TRADEMARKS

         A.       It is agreed that the names and trademarks "Rogers Raw
                  Materials Fund, L.P."; "Rogers International Commodity Index";
                  "Rogers Index Funds"; "Rogers International Commodity Fund,
                  L.P."; and "Rogers International Raw Materials Fund, L.P." and
                  any other names or trademarks developed for marketing purposes
                  of the Company which consist of, in whole or in part, the name
                  Rogers shall be owned the Company for as long as Rogers has an
                  Interest in the Company. Upon expiration of the Term of the
                  Company (as defined in the Operating Agreement) and/or upon
                  termination of Rogers' Interest in the Company, all trademarks
                  which consist, in whole or in part, of the name Rogers shall
                  be assigned to Rogers. The Parties agree to execute and
                  deliver the necessary documents to effect the assignments of
                  such trademarks.

         B.       In addition, upon expiration of the Term of the Company (as
                  defined in the Operating Agreement) and/or upon termination of
                  Rogers' Interest in the Company, the Company shall immediately
                  cease and desist all use of (i) any names or trademarks which
                  consist, in whole or in part, of the name "Rogers" and (ii)
                  Rogers' likeness and Rogers' signature

V.       REPRESENTATIONS AND WARRANTIES

         A.       Rogers' represents and warrants to the Company that the
                  "Rogers" name has not been licensed to any other person or
                  entity and its use by the Company is not restricted by any
                  contract, agreement or indenture to which Rogers is a party or
                  otherwise bound.

VI.      ACCEPTANCE OF OPERATING AGREEMENT

         Rogers agrees that upon acceptance of this Agreement and the entry of
Rogers' name in the records of the Company as a Member (as that term is defined
the Operating Agreement), Rogers shall become a Member of the Company, and
hereby


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agrees to each and every term and provision in and of the Operating Agreement
as if his signature were subscribed thereto.

VII.     GRANT OF POWER OF ATTORNEY

         Rogers does hereby irrevocably constitute and appoint the Company,
         through any one of the Managing Members thereof, with full power of
         substitution, as his true and lawful representative and
         attorney-in-fact with respect to the Company, granting unto such
         attorney-in-fact full power and authority on behalf and in the name,
         place and stead of Rogers to make, execute, acknowledge, deliver, swear
         to, file and record in all necessary or appropriate places any
         documents, certificates or instruments which may be considered
         necessary or desirable by the Company to carry out fully its duties.
         The foregoing special power of attorney coupled with an interest is
         irrevocable, and shall survive the dissolution, death, incompetence or
         incapacity of Rogers. The Company may exercise such power of attorney,
         as attorney-in-fact, by listing all of the Members executing any
         agreements, certificates, instruments or documents with the single
         signature of such attorney-in-fact for all of them.

VIII.    WAIVER & MODIFICATION

         No waiver, alteration or modification of any of the provisions of this
         Agreement shall be valid unless in writing and signed by the Parties
         hereto. Either of Clyde C. Harrison or Richard L. Chambers, as Managing
         Members of the Company, are designated to act on behalf of the Company.
         If Mr. Harrison and Mr. Chambers cease to be Managing Members of the
         Company, one of the then Managing Members shall be designated by the
         Company 's Members to act on behalf of the Company.

IX.      NOTICES

         All notices, requests, demands and other communications shall be in
         writing and be deemed given when delivered personally (or when personal
         delivery thereof is refused) or three (3) days after deposited in the
         United States mail, registered or certified, return receipt requested,
         to the other Party hereto at the address set forth below or at such
         other address as either Party may give in writing to the other Party.

         If to Company:                                 If to Rogers:

         Mr. Richard L. Chambers                        Mr. James B. Rogers, Jr.
         Beeland Management Company, L.L.C.             Beeland Interests, Inc,
         1000 Hart Road, Suite 260                      352 Riverside Drive
         Barrington, Illinois 60010                     New York, NY 10025


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         with a copy to:

         Robert P. Bramnik, Esq.
         Wildman, Harrold, Allen & Dixon
         225 West Wacker Drive
         Chicago, Illinois 60606

X.       BINDING NATURE/ASSIGNMENT

         A.       This Agreement shall inure to the benefit of and shall be
                  binding upon the executors, administrators, successors and
                  assigns of the Parties.

         B.       This Agreement is not transferable or assignable by Rogers
                  except with the prior written consent of the Company. Any
                  transfer or assignment in violation of this provision shall be
                  null and void.

XI.      GOVERNING LAW AND ARBITRATION

         A.       This Agreement and the rights and obligations of the Parties
                  hereunder shall be governed by and construed in accordance
                  with the laws of the State of Illinois, without regard to the
                  laws regarding conflict of laws.

         B.       In the event of any dispute between the Parties arising out of
                  this Agreement, both Parties agree to submit such dispute to
                  the arbitration facilities of the National Futures Association
                  for resolution, the results of which shall be final, binding
                  and conclusive on the parties.

XII.     MISCELLANEOUS

         A.       Titles or headings in this Agreement are for convenience only
                  and shall have no substantive effect.

         B.       The waiver by a party of a breach or violation of any
                  provision of this Agreement shall not operate as, or be
                  construed to be, a waiver of any subsequent breach of the same
                  or any other provision hereof. Delay in the enforcement of or
                  the insistence on the performance of any right which arises
                  upon the breach or violation of this Agreement shall not
                  operate as a waiver of such or any subsequent breach or
                  violation.

         C.       In the event any provision of this Agreement is held to be
                  invalid, illegal or unenforceable, such invalidity, illegality
                  or unenforceability shall, in no event, affect, prejudice or
                  disturb the validity of the remainder of this Agreement, which
                  shall remain in full force and effect, enforceable in
                  accordance with its terms.

         D.       This Agreement may be executed through the use of separate
                  signature pages or in any number of counterparts, and each of
                  such counterparts shall, for all purposes, constitute one
                  agreement binding on the Parties,


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                  not withstanding that all Parties and not signatories to the
                  same counterpart.

         E.       Whenever the context of this Agreement requires, the gender of
                  all terms herein shall include the masculine, feminine and
                  neuter, and the reference to the singular of a term shall also
                  include the plural thereof.

         IN WITNESS HEREOF, the parties have set their hands to this Agreement
as of the date first above written.


BEELAND MANAGEMENT COMPANY, L.L.C.                  JAMES B. ROGERS, JR.



By: /s/ Richard L. Chambers                         By: /s/ James B. Rogers, Jr.
    -----------------------                             ------------------------
    One of its Managing Members


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