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                              AMENDED AND RESTATED
                              CONSULTING AGREEMENT

         This Amended and Restated Consulting Agreement (the "Agreement") is
made as of this 1st day of April, 2000 by and between Beeland Management
Company, L.L.C. ("Beeland") and Cornell Investment Advisory, L.L.C., an Illinois
Limited Liability Company ("Consultant").

                                    RECITALS

WHEREAS, Beeland and Consultant are both engaged in various aspects of the
managed futures industry;

WHEREAS, Consultant has provided and proposes to continue to provide Beeland
with certain trading-related advice including, but not limited to, providing
pricing information related to the Index (as defined below); creating and
implementing operating rules related to the composition of the Index and in
connection with trading operations in certain commodity pools operated and
proposed to be operated by Beeland;

WHEREAS, Beeland desires to accept such services in connection with the
operation of certain pools which it operates and proposes to operate in the
future;

WHEREAS, Beeland and Consultant (the "Parties") entered into a Consulting
Agreement, dated as of July 27, 1998 (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 place;
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:

                                   AGREEMENTS

I.       INCORPORATION OF RECITALS; MAINTENANCE OF WORKPLACE

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

         B.       Each Party, in discharging its duties hereunder, shall not
                  require that the other party provide additional workspace,
                  telephones, business machines, computer hardware or software,
                  or secretarial personnel. Rather, each party shall utilize the
                  personnel, facilities and offices as are currently used in
                  connection with their regular business activities.


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II.      DUTIES

         A.       Consultant shall consult with Beeland and certain of its
                  Managing Members (as identified in Exhibit B of Beeland's
                  Operating Agreement), currently Clyde C. Harrison, Richard L.
                  Chambers and with James B. Rogers ("Rogers") (collectively,
                  the "appropriate officials" and each, an "appropriate
                  official") in the areas described in Sub-paragraphs B and C,
                  below of this Section II.

         B.       Consultant shall consult with Beeland and the appropriate
                  officials regarding the rules and various trading techniques
                  to be employed and used by Beeland in the areas of (1)
                  periodic necessary adjustments to the Rogers International
                  Commodity Index (the "Index"), the Rogers Raw Materials Fund,
                  L.P. and the Rogers International Raw Materials Fund, L.P., as
                  well as any additional pools which Beeland may establish the
                  trading of which will be premised upon the Index
                  (collectively, the "Rogers' Funds"); (2) contract market
                  selection for contracts comprising the Index which are traded
                  in multiple markets, (3) procedures to correlate trading in
                  the Rogers' Funds with the composition of the Index, and (4)
                  regular, periodic valuation of the Rogers' Funds and the
                  Index. Consultant SHALL NOT PROVIDE advice or services in the
                  areas of order execution or the selection of futures
                  commission merchants who will provide execution services for
                  Beeland and/or the Rogers' Funds.

         C.       In addition, Consultant shall generally provide such
                  consulting services as are mutually agreed upon by the
                  parties.

III.     TERM

         A.       The term ("Term") of this Agreement shall continue until
                  December 31, 2010 and thereafter, for not more than ten
                  successive one year terms by Beeland giving notice of
                  extension to Consultant not less than 45 days before the end
                  of the then current term.

         B.       Notwithstanding the scheduled expiration date set forth in
                  Section III.A., this Agreement shall terminate:

                  1.       immediately, upon the death, the physical or other
                           inability or refusal of Mr. Brian Cornell to perform
                           Consultant's duties under this Agreement, as
                           determined in Beeland's sole, but reasonably
                           exercised, discretion;

                  2.       upon ninety (90) days written notice given by either
                           party hereto to the other party;

                  3.       immediately, upon notice from Beeland to Consultant,
                           in the event that Consultant materially breaches any
                           of the terms of this Agreement; or


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                  4.       immediately, upon notice from Consultant to Beeland,
                           in the event that Beeland materially breaches any of
                           the terms of this Agreement.

IV.      COMPENSATION

                  As compensation for all of its services hereunder, Beeland
         shall pay to Consultant an annual fee of eight (8) basis points
         multiplied by the total of all capital accounts of all partners in the
         Rogers Funds, as of the beginning of each fiscal year of Beeland during
         the term of this Agreement. Payment thereof shall be made within 60
         days after the close of each fiscal year of Beeland during the term of
         this Agreement. Consultant shall receive a guaranteed draw against such
         annual fee, in the amount of $5,000 per month, no portion of which
         shall be required to be returned by Consultant if the cumulative amount
         of such draw received exceeds the amount to which Consultant would be
         entitled to receive as the above-described annual fee.

V.       TIME REQUIREMENTS

                  Consultant's services hereunder are non-exclusive and
         Consultant may continue to engage in various other aspects of the
         futures market industry, including without limitation, the employment
         of Brian Cornell, its principal, with Mesirow Financial. However,
         neither Consultant nor its principal, Brian Cornell may, during the
         Term hereof, enter into any association(s) with any person or firm
         whose business may be directly competitive with the business of Beeland
         as regards the Rogers' Funds or the Index.

VI.      STATUS AND REGULATORY QUALIFICATIONS

         A.       Notwithstanding Consultant's status as an independent
                  contractor, Consultant recognizes and agrees that the
                  offerings of the Rogers' Funds, are subject to certain laws
                  and regulations and, therefore, Consultant agrees to perform
                  its obligations hereunder in accordance with the laws,
                  policies, standards, rules and regulations (including, without
                  limitation, all of the foregoing as they relate to securities
                  and futures) of (i) the federal and all applicable state
                  governments, (ii) the Securities and Exchange Commission (the
                  "SEC") and the Commodity Futures Trading Commission, (iii) all
                  applicable SROs (as that term is defined in the Securities
                  Exchange Act of 1934, as amended (the "Exchange Act")) and
                  contract markets (as that term is described in the Commodity
                  Exchange Act of 1974, as amended) (each, a "SRO"), and (iv)
                  each and every other industry, governmental or
                  quasi-governmental agency, body or tribunal having
                  jurisdiction over Consultant, Beeland or either of their
                  respective businesses.

         B.       Consultant shall not be deemed an employee of Beeland for any
                  purpose, including, without limitation:


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                  1.       entitlement to any pension, bonus, profit sharing,
                           health or other benefits which Beeland shall make
                           available to some or all of its employees or members;

                  2.       applicability of the Federal Insurance Contribution
                           Act, the Federal Unemployment Contributions Act,
                           federal and state income tax withholding and similar
                           laws which apply to the relationship between employer
                           and employee; or

                  3.       any actual or apparent authority to bind Beeland in
                           any matter.

VII.     CONFIDENTIALITY

         A.       During the term of this Agreement, Consultant shall not
                  disclose to any person or use or exploit any of the
                  proprietary or confidential information of Beeland or the
                  Rogers' Funds.

         B.       As used in this Agreement, "confidential information" and
                  "proprietary information" shall mean any information in
                  written, documented or other tangible form provided by Beeland
                  and any information in verbal form of a confidential,
                  proprietary or secret nature or any information so designated
                  by Beeland. Such written and verbal information may include,
                  but not be limited to:

                  1.       Beeland or the Rogers' Funds customer lists, lists of
                           limited partners, trade secrets, processes, formulae,
                           data, know-how, improvements, inventions, techniques,
                           marketing plans, strategies and information
                           concerning customers or vendors of Beeland,
                           investment and trading portfolios, records, business
                           plans or policies, specially designed computer
                           software or other information owned or licensed to
                           Beeland or in any way related to the Rogers' Funds or
                           the Index;

                  2.       the research and development or investigations of
                           Beeland, the Rogers' Funds, or the Index; and

                  3.       the business and operations, present and future, of
                           Beeland, the Rogers' Funds and the Index.

         C.       Upon termination of this Agreement, or sooner upon Beeland's
                  request, Consultant shall immediately return the original and
                  any copies of the confidential information which it is
                  holding, written or otherwise, to Beeland.

         D.       Consultant agrees to keep and make available for inspection by
                  Beeland appropriate records of all activities, if any, in
                  which Consultant engages on behalf of Beeland.


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VIII.    REPRESENTATIONS AND WARRANTIES

         A.       Consultant represents and warrants to Beeland as follows:

                  1.       Consultant will conduct its activities in accordance
                           with all applicable laws and regulations.

                  2.       Consultant will acquire and maintain, throughout the
                           term of this Agreement, all appropriate licenses,
                           registrations, regulatory qualifications and
                           approvals necessary to conduct the activities called
                           for by this Agreement.

                  3.       Execution of this Agreement and carrying out the
                           business contemplated hereunder shall not conflict
                           with any employment agreements, contracts,
                           undertakings or other obligations applicable to or
                           binding on Consultant; and no applicable contract
                           restrictions or undertakings interfere with
                           Consultant's ability or authority to perform its
                           duties and activities as provided for by this
                           Agreement.

                  4.       Brian Cornell is a principal of Consultant at the
                           time that this Agreement is made and is active in the
                           business activities of Consultant. Consultant
                           represents and warrants that Brian Cornell shall
                           remain a principal of Consultant throughout the term
                           of this Agreement and shall be the representative of
                           Consultant responsible for providing advice and
                           services to Beeland and the Rogers' Funds throughout
                           the Term of this Agreement. Violation of this
                           sub-section would represent a material violation of
                           this Agreement.

         B.       Beeland represents and warrants to Consultant as follows:

                  1.       Beeland will conduct its activities in accordance
                           with all applicable laws and regulations.

                  2.       Beeland will acquire and maintain, throughout the
                           term of this Agreement, all applicable licenses,
                           registrations, regulatory qualifications and
                           approvals necessary to conduct the activities called
                           for by this Agreement.

                  3.       Execution of this Agreement and carrying out the
                           business contemplated hereunder shall not conflict
                           with the operating agreements, articles, by-laws,
                           contracts, undertakings or other obligations
                           applicable to Beeland, and no applicable contract
                           restrictions or undertakings interfere with Beeland's
                           ability or authority to perform its duties and
                           activities as provided for by this Agreement.


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IX.      INDEMNIFICATION

         A.       Consultant shall indemnify, protect, defend and hold harmless
                  Beeland, its members, officers, directors, agents, employees
                  and independent contractors from each and every claim, loss,
                  liability, damage, cost or expense (including, without
                  limitation, attorneys' fees and expenses) and any amounts paid
                  in settlement, resulting from or relating to Consultant's
                  actions or omissions concerning any business activities
                  undertaken by Consultant.

         B.       Beeland shall indemnify, protect, defend and hold harmless
                  Consultant from each and every claim, loss, liability, damage,
                  cost or expense (including, without limitation, attorneys'
                  fees and expenses) and any amounts paid in settlement,
                  resulting from or relating to Beeland's actions or omissions
                  concerning any business activities undertaken by Beeland,
                  except for those arising under Section IX. A. above.

X.       WAIVER & MODIFICATION

                  No waiver, alteration or modification of any of the provisions
         of this Agreement shall be valid unless in writing and signed by both
         parties hereto. In connection with any waiver, alteration or
         modification, either Clyde C. Harrison or Richard C. Chambers, Managing
         Members of Beeland, are designated to act on behalf of Beeland, and
         Brian Cornell is the sole individual authorized to act on behalf of
         Consultant.

XI.      NOTICES

                  All notices, requests, demands and other communications shall
         be in writing and be deemed given when delivered personally (or when
         personal delivery is refused), delivered by overnight courier or three
         (3) days after deposited in the United States mail, registered or
         certified, return receipt requested, to the other party hereto at such
         parties address as set forth below. Either party may specify a
         different address than that specified below by giving writing notice to
         the other party by one of the methods described above.

         If to Beeland:                      If to Consultant:

         Mr. Richard L. Chambers             Mr. Brian Cornell
         Beeland Management Company, L.L.C.  Cornell Investment Advisory, L.L.C.
         1000 Hart Road, Suite 260           2828 Roslyn Lane
         Barrington, Illinois 60010          Buffalo Grove, Illinois 60089


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         with a copy to:

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


XII.     BINDING NATURE / ASSIGNMENT

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

         B.       This Agreement and the rights and obligations of Consultant
                  hereunder are individual to Consultant and may not be assigned
                  by Consultant except with the written consent of Beeland.
                  Beeland may assign this Agreement and its rights and
                  obligations hereunder without the consent of Consultant, but
                  only to an individual or entity which assumes or succeeds to
                  substantially all of the business activities of Beeland. Brian
                  Cornell shall continue to be associated in a material way with
                  Consultant, and shall conduct Consultant's business
                  operations, throughout the Term of this Agreement.

XIII.    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.

         B.       In the event of any dispute between the Parties to this
                  Agreement arising out of this Agreement, Consultant's
                  retention by Beeland or the rights and obligations of the
                  Parties upon termination or expiration 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.

XIV.    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


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                  arises upon the breach or violation of this Agreement shall
                  not operate as a waiver of such or any subsequent breach or
                  violation.

         C.       Nothing contained in this Agreement shall effect, modify or
                  invalidate the status of Brian Cornell ("Cornell") as a Member
                  of Beeland or any right or obligation arising under Beeland's
                  Operating Agreement or under applicable law. The compensation
                  provided for herein shall not reduce any financial interest
                  which Cornell shall have as a Member of Beeland. No provision
                  of this Agreement shall be deemed to amend, modify or nullify
                  any of the provisions of that certain "Subscription Agreement"
                  between Beeland and Cornell, dated September 16, 1997.

         D.       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.

         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.           CORNELL INVESTMENT ADVISORY, L.L.C.




By:  /s/ Richard L. Chambers                 By:  /s/ Brian Cornell
     --------------------------------             ------------------------------

Print Name:                                  Its:
            -------------------------             ------------------------------
            One of its Managing Members



I consent and agree to the provisions of the above and foregoing Agreement as
such provisions relate to me individually:



/s/ Brian Cornell
---------------------------
Brian Cornell, Individually


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