<PAGE>
 
                           ADVISORY AGREEMENT
              ADVISORY AGREEMENT (the "Agreement") dated as of the 1st
 day of July, 1997 by and among Prudential-Bache Capital Return Futures
 Fund 2, L.P., a Delaware limited partnership (the "Partnership"), Prudential
 Securities Futures Management Inc., a Delaware corporation (the "General
 Partner") and Eclipse Capital Management, Inc., a Kentucky corporation
 (the "Advisor").

                          W I T N E S S E T H :
              WHEREAS, the Partnership has been organized primarily for the
 purpose of trading, buying, selling, spreading or otherwise acquiring,
 holding or disposing of futures, forwards and options contracts.  Physical
 commodities also may be traded from time to time.  The foregoing
 commodities related transactions are collectively referred to as
 "Commodities"; and
              WHEREAS, the General Partner is authorized to utilize the
 services of one or more professional commodity trading advisors in
 connection with the Commodities trading activities of the Partnership; and
              WHEREAS, the Partnership wishes to re-hire the Advisor as a
 commodity trading advisor to the Partnership to manage a portion of the
 assets previously managed by another trading advisor; and
              WHEREAS, the Advisor's present business includes the man-
 agement of Commodities accounts for its clients; and
              WHEREAS, the Advisor is registered as a commodity trading
 advisor under the United States Commodity Exchange Act, as amended
 ("CE Act") and is a member 

<PAGE>

 of the National Futures Association ("NFA")
 as a commodity trading advisor and will maintain such registration and
 membership for the term of this Agreement; and
              WHEREAS, the Partnership and the Advisor desire to enter into
 this Agreement in order to set forth the terms and conditions upon which
 the Advisor will render and implement commodity advisory services in
 connection with the conduct by the Partnership of its Commodities trading
 activities during the term of this Agreement;
              NOW, THEREFORE, the parties agree as follows:
         1.   Duties of the Advisor.
              (a)  Appointment.  The Partnership hereby appoints the
 Advisor, and the Advisor hereby accepts appointment, as its attorney-in-
 fact to invest and reinvest in Commodities a portion of the Net Asset Value
 of the Partnership on the terms and conditions set forth herein,
 commencing on the date hereof.  The Advisor's initial allocation shall be
 approximately $5.6 million.  The precise definition of the term "Net Asset
 Value" shall be as defined in Exhibit A hereto.  This limited power-of-
 attorney is a continuing power and shall continue in effect with respect to
 the Advisor until terminated hereunder.  To this end, the Advisor (i) agrees
 to act as a commodity trading advisor retained by the General Partner on
 behalf of the Partnership, and specifically, to exercise discretion with
 respect to that portion of the Net Asset Value of the Partnership which the
 General Partner has allocated to the Advisor's management above, and
 which the General Partner may allocate to the Advisor in the future (with
 the Advisor's consent) upon the terms and conditions, and for the
 purposes, set forth in this Agreement and (ii) shall have sole authority and
 responsibility for independently directing the investment and reinvestment
 in Commodities of the portion of the Partnership's Net 

                                   -2-
<PAGE>

 Asset Value allocated to it for the term of this 
 Agreement pursuant to the trading  methods, 
 systems and strategies of its Global Monetary Program (the
 Advisor's "Trading Approach") as such trading approach is described in
 the Advisor's Disclosure Document dated December 1, 1996 attached
 hereto as Exhibit B (the "Disclosure Document"), receipt of which is
 hereby acknowledged, subject to the Partnership's trading policies and
 limitations as set forth in Exhibit C, attached hereto, as the same may be
 modified or amended and provided in writing to the Advisor from time to
 time (the Partnership's "Trading Policies and Limitations").  The General
 Partner and the Partnership acknowledge that the Advisor makes no
 guarantee of profits or of protection against loss, and that the Advisor's
 Commodities transactions hereunder are for the account and risk of the
 Partnership.
             (b)  Allocation of Responsibilities.  The General Partner will have
 the responsibility for the management of the portion of the Partnership's
 Net Asset Value that is invested in United States Treasury bills or other
 investments approved by the Commodity Futures Trading Commission
 ("CFTC") for the investment of "customer" funds or are held in cash.  The
 Advisor will use its good faith best efforts in determining the investment
 and reinvestment in Commodities of that portion of the Partnership's Net
 Asset Value allocated to him in compliance with the Trading Policies and
 Limitations, and in accordance with its Trading Approach.  In the event
 that the General Partner shall, in its sole discretion, determine in good
 faith following consultation, if appropriate under the circumstances, with
 the Advisor that any trading instruction issued by the Advisor violates the
 Partnership's Trading Policies and Limitations, then the General Partner,
 following reasonable notice appropriate under the circumstances to the
 Advisor, 

                                  -3-
<PAGE>

 may override such trading instruction and the Advisor shall not
 be subject to liability for the results of any such action taken by the
 General Partner.  Nothing herein shall be construed to prevent the General
 Partner from imposing any limitation(s) on the trading activities of the
 Partnership beyond those enumerated in Exhibit C hereto if the General
 Partner determines that such limitation(s) are necessary or in the best
 interests of the Partnership, in which case the Advisor will adhere to such
 limitations following written notification thereof.
              (c)  Modification of Trading Approach.  In the event the Advisor
 wishes to use a trading method or strategy other than or in addition to the
 Trading Approach in connection with trading for the Partnership (including
 without limitation the deletion of an agreed upon trading method or strat-
 egy or the addition of a trading method or strategy in addition to the then
 agreed upon Trading Approach), either in whole or in part, the Advisor
 may not do so unless it gives the General Partner prior written notice of
 its intention to utilize such different trading method or strategy, and the
 General Partner consents thereto.  Failure of the General Partner to object
 to the Advisor's notice of any of the foregoing within ten (10) days' of the
 date of the Advisor's notice shall be deemed consent of the General
 Partner thereto.
              (d)  Notification of Material Changes.  The Advisor also agrees
 to give the Partnership prior written notice of any proposed material
 change in its Trading Approach, and agrees not to make any material
 change in such Trading Approach (as applied to the Partnership) over the
 objection of the General Partner, it being understood that the Advisor shall
 be free to institute non-material changes in its Trading Approach (as
 applied to the Partnership) without prior written notification.  Without
 limiting the 

                                   -4-
<PAGE>
 generality of the foregoing, refinements to the Advisor's
 Trading Approach, the addition or deletion of Commodities to or from the
 Advisor's Trading Approach, and variations in the leverage principles and
 policies utilized by the Advisor shall not be deemed a material change in
 the Advisor's Trading Approach, and prior approval of the General Partner
 shall not be required therefor.  The Advisor agrees that it will discuss with
 the General Partner upon request, subject to adequate assurances of
 confidentiality, any trading methods or strategies used by it for trading
 customer accounts which differ from the Trading Approach which it uses
 for the Partnership.
              (e)  Request for Information.  The Advisor agrees to provide the
 Partnership with any reasonable information concerning the Advisor that
 the Partnership may reasonably request, subject to receipt of adequate
 assurances of confidentiality by the Partnership, including, but not limited
 to, information regarding any change in control, key personnel, Trading
 Approach and financial condition which the Partnership reasonably deems
 to be material to the Partnership; the Advisor also shall notify the
 Partnership of any such matters the Advisor, in its reasonable judgment,
 believes may be material to the Partnership relating to the Advisor and its
 Trading Approach.
              (f)  Nondisclosure.  Nothing contained in this Agreement shall
 require the Advisor to disclose what it deems to be proprietary or confi-
 dential information concerning any such trading methods or strategies,
 including but not limited to the Trading Approach or the identity of
 customers.
              (g)  Notice of Errors.  The Advisor is responsible for promptly
 reviewing all oral and written confirmations it receives to determine that
 the Commodities trades were made in accordance with the Advisor's
 instructions.  If the Advisor determines that an 

                                   -5-
<PAGE>
 error was made in connection with a trade or that 
 a trade was made other than in accordance with 
 the Advisor's instructions, the Advisor shall promptly notify the
 Partnership of this fact, and shall utilize its reasonable best efforts to
 cause the error or discrepancy to be corrected.
              (h)  Exculpation.  The Advisor shall not be liable to the General
 Partner, its officers, directors, shareholders or employees, or any person
 who controls the General Partner, or the Partnership or its partners, or any
 of their respective successors or assigns under this Agreement, except by
 reason of the Advisor's (including any employee, director, officer or
 shareholder of the Advisor, or any persons who controls the Advisor) acts
 or omissions in material breach of this Agreement or due to its or their
 misconduct or negligence or by reason of not having acted in good faith
 in the reasonable belief that such actions or omissions were in the best
 interests of the Partnership; it being understood that all purchases and
 sales of Commodities shall be for the account and risk of the Partnership,
 and the Advisor shall not incur any liability for trading profits or losses
 resulting therefrom.
         2.   Indemnification.
              (a)  The Advisor and each employee of the Advisor shall be
 indemnified by the Partnership against any losses, judgments, liabilities,
 expenses (including, without limitation, reasonable attorneys' fees) and
 amounts paid in settlement of any claims (collectively "Losses") sustained
 by the Advisor (i) in connection with any matter relating to the
 Partnership's Registration Statement as filed with the Securities and
 Exchange Commission or its final prospectus, dated July 21, 1989,
 ("Prospectus") to the extent provided in the "Agreement Concerning the
 Registration Statement and Prospectus" 

                                   -6-
<PAGE>

 ("Representation Agreement") dated July 21, 1989 (incorporated by 
 reference to Exhibit 10.4 to Registrant's Annual Report on 
 Form 10-K for the period ended December 31, 1989), (ii) in connection
 with any matters relating to the Partnership prior to the effective date of
 this Agreement, other than matters involving the Advisor's management
 of a portion of the Partnership assets through September 30, 1990
 pursuant to an Advisory Agreement ("Advisory Agreement") dated July 21,
 1989 (incorporated by reference to Exhibit 10.3 to Registrant's Annual 
 Report on Form 10-K for the period ended December 31, 1989), the 
 indemnification of which are covered by the Advisory Agreement, 
 (iii) in connection with any acts or omissions of the Advisor 
 relating to the Advisor's management of its allocable portion 
 of the Partnership's assets from and after the date of this
 Agreement, or in its capacity as a trading advisor to the Partnership from
 and after the date of this Agreement, and (iv) as a result of a material
 breach of this Agreement by the Partnership or the General Partner,
 provided that, with respect to (iii) (A) such Losses were not the direct
 result of negligence, misconduct or a material breach of this Agreement
 on the part of the Advisor, (B) the Advisor and its employees, officers,
 directors, shareholders, and each person controlling the Advisor acted (or
 omitted to act) in good faith and in a manner reasonably believed by it and
 them to be in the best interests of the Partnership, and (C) any such
 indemnification by the Partnership will only be recoverable from the assets
 of the Partnership and/or the General Partner. 
              (b)  The Partnership shall be indemnified by the Advisor against
 any Losses sustained by the Partnership directly resulting from (i) the
 negligence or misconduct of, or a material breach of this Agreement by,
 the Advisor or its employees officers, directors, shareholders, and each
 person controlling the Advisor or (ii) any action or omission to act of the
 Advisor or its employees, officers, directors, shareholders, and each
 person controlling the Advisor that was not taken in good faith or in a
 manner reasonably 

                                   -7-
<PAGE>

 believed by it and them to be in the best interests of
 the Partnership.
              (c)  No indemnification shall be permitted under this Section 2
 for amounts paid in settlement if either (A) the party claiming indem-
 nification (the "Indemnitee") fails to notify the indemnifying party of the
 terms of any settlement proposed, at least fifteen (15) days before any
 amounts are paid or (B) the indemnifying party does not in its good faith
 business judgment approve the amount of the settlement within thirty (30)
 days of its receipt of notice of the proposed settlement.  Notwithstanding
 the foregoing, the indemnifying party shall, at all times, have the right to
 offer to settle any matter with the approval of the Indemnitee (which
 approval shall not be withheld unreasonably) and if the indemnifying party
 successfully negotiates a settlement and tenders payment therefor to the
 Indemnitee, the Indemnitee must either use its reasonable 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
 indemnifying party to the Indemnitee shall be the amount of said proposed
 settlement.  Any indemnification under this Section 2, unless ordered by
 a court, shall be made by the indemnifying party only as authorized in the
 specific case and only upon a determination by mutually acceptable
 independent legal counsel in a written opinion that indemnification is
 proper in the circumstances because the Indemnitee has met the
 applicable standard of conduct set forth hereunder.
              (d)  None of the provisions for indemnification in this Section 2
 shall be applicable with respect to default judgments or confessions of
 judgment entered into by an Indemnitee, with its knowledge, without the
  prior consent of the indemnifying party.

                                   -8-
<PAGE>
<PAGE>
              (e)  In the event that an Indemnitee under this Section 2 is made
 a party to an action, suit or proceeding alleging both matters for which
 indemnification can be made hereunder and matters for which
 indemnification may not be made hereunder, such Indemnitee shall be
 indemnified only for that portion of the Losses incurred in such action,
 suit or proceeding which relates to the matters for which indemnification
 can be made.
              (f)  Expenses incurred in defending a threatened or pending
 civil, administrative or criminal action, suit or proceeding against an
 Indemnitee shall be paid in advance of the final disposition of such action,
 suit or proceeding if (i) the legal action, suit or proceeding, if sustained,
 would entitle the Indemnitee to indemnification pursuant to the terms of
 this Section 2, and (ii) the Indemnitee undertakes to repay the advanced
 funds in cases in which the Indemnitee is not entitled to indemnification
 pursuant to the preceding paragraph, and (iii) in the case of advancement
 of expenses, the Indemnitee receives a written opinion of mutually ac-
 ceptable independent legal counsel that advancing such expenses is
 proper in the circumstances.
              (g)  The parties hereto each acknowledge that the
 indemnification provisions of the Advisory Agreement and the
 Representation Agreement defined in sub-paragraph (a) of this Section 2
 survived the termination of those agreements with respect to any matters
 arising while those agreements were in effect, and that this Agreement is
 not intended to contradict or circumvent the continued effectiveness of
 those provisions.
         3.   Advisor Independence.  The Advisor shall for all purposes
 herein be deemed to be an independent contractor with respect to the
 Partnership, the General Partner and each other commodity trading
 advisor that provides or may in the future provide 

                                   -9-
<PAGE>
 commodity trading advisory services to the Partnership 
 (the other Advisors and each such other commodity 
 trading advisor being collectively referred to herein as
 the "Other Advisors"), and shall, unless otherwise expressly authorized,
 have no authority to act for or to represent the Partnership, the General
 Partner or any Other Advisor in any way or otherwise be deemed to be a
 general agent, joint venturer or partner of the Partnership, the General
 Partner or any Other Advisor, or in any way be responsible for the acts or
 omissions of the Partnership, the General Partner or any Other Advisor as
 long as it is acting independently of such person.  The parties
 acknowledge that the Advisor has not been an organizer or promoter of
 the Partnership and has no responsibility and shall not be subject to
 liability in connection therewith.
         Nothing herein contained shall be deemed to require the Partnership
 or the Advisor to take any action contrary to the Partnership's Agreement
 of Limited Partnership or Certificate of Limited Partnership, or the
 Advisor's By-Laws or Articles of Incorporation, respectively, or any appli-
 cable statute, regulation or rule of any exchange or self-regulatory
 organization.
         The Partnership and the General Partner acknowledge that the
 Advisor's Trading Approach is its confidential property.   Nothing in this
 Agreement shall require the Advisor to disclose the confidential or
 proprietary details of its Trading Approach.  The Partnership and the
 General Partner further agree that they will keep confidential and will not
 disseminate the Advisor's trading advice to the Partnership, except as, and
 to the extent that, it may be determined by the General Partner to be (i)
 necessary for the monitoring of the business of the Partnership, including
 the performance of brokerage services by the Partnership's commodity
 broker(s), or (ii) expressly required by law or 
 
                                   -10-
<PAGE>
 regulation.
         4.   Commodity Broker.  All Commodities trades for the account of
 the Partnership shall be made through such commodity broker or brokers
 as the General Partner directs pursuant to such procedures as are
 mutually agreed upon.  The Advisor shall not have any authority or
 responsibility in selecting or supervising any broker for execution of
 Commodities trades of the Partnership or for negotiating commission rates
 to be charged therefor.  The Advisor shall not be responsible for
 determining that any such bank or broker used in connection with any
 Commodities transactions meets the financial requirements or standards
 imposed by the Partnership's Trading Policies and Limitations.  At the
 present time it is contemplated that the Partnership will effect all
 Commodities trades through Prudential Securities Incorporated
 ("Prudential Securities"); provided, however, that the Advisor may execute
 transactions at such other broker(s), and upon such terms and conditions,
 as the Advisor and the General Partner agree if such broker(s) agree to
 "give up" all such transactions to Prudential Securities for clearance and
 the General Partner's consent to the use of such other executing brokers
 shall not be unreasonably withheld.  To the extent that the Partnership
 determines to utilize a broker or brokers other than Prudential Securities,
 it will consult with the Advisor prior to directing it to utilize such 
 broker(s), and will not retain the services of such broker(s) over the 
 reasonable objection of the Advisor.
         5.   Fees.  In consideration of and in compensation for the
 performance of the Advisor's services under this Agreement, the Advisor
 shall receive from the Partnership Management and Incentive Fees as set
 forth below within fifteen (15) days following the end of the period to which
 they relate, as follows:
 
                                   -11-
<PAGE>

             (a)  A management fee (the "Management Fee") of 1/6 of 1% (2%
 annualized) of the portion of the Partnership's Net Asset Value allocated
 to it as of the last day of each calendar month.  For purposes of
 determining such Management Fee, any distributions and redemptions
 allocable to the Advisor made as of the last day of such month shall be
 added back to the Net Asset Value and there shall be no reduction for (i)
 the accrued Management Fee being calculated, or (ii) any fees due the
 Advisor under paragraph (b) below accrued as of the last day of such
 month or (iii) any reallocation of assets as of the last day of such month,
 or (iv) any accrued but unpaid extraordinary expenses.  The Management
 Fee for any month in which the Advisor manages all or any portion of the
 Net Asset Value of the Partnership allocated to it for less than a full month
 shall be prorated, such proration to be calculated on the basis of the
 number of days in the month the Net Asset Value allocated to the Advisor
 was under the Advisor's management as compared to the total number of
 days in such month.
              (b)  A quarterly incentive fee (the "Incentive Fee") of twenty
 percent (20%) of New High Net Trading Profits (as hereinafter defined)
 achieved on the portion of the Partnership's Net Asset Value allocated to
 the Advisor.  New High Net Trading Profits for the Advisor shall be
 computed as of the close of trading on the last day of each calendar
 quarter.  The first Incentive Fee which may be due and owing to the
 Advisor in respect of any New High Net Trading Profits shall be computed
 as of September 30, 1997.  New High Net Trading Profits shall be
 computed solely on the performance of the Advisor and shall not include
 or be affected by the performance of any Other Advisor.

   "New High Net Trading Profits" (for purposes of calculating 
 the Advisor's Incentive Fee only) for each calendar 
 quarter is defined as the excess (if any) of (A) the Net Asset 

                                   -12-
<PAGE>

 Value of the Partnership allocated to the Advisor as of the
 last day of any calendar quarter, over (B) the Net Asset Value of the
 Partnership allocated to the Advisor as of the last day of the most recent
 preceding calendar quarter for which an Incentive Fee was earned (or the
 date the Advisor commenced trading the Partnership's Net Asset Value,
 whichever date the Net Asset Value allocated to it was higher).  In com-
 puting New High Net Trading Profits:
              (1)  The Net Asset Value of (A) in the preceding sentence shall
 be reduced by Management Fees for such quarter together with brokerage
 commissions and other transaction costs attributable to the Advisor's
 trading activities, general administrative charges attributable to the pro
 rata portion of the Partnership's Net Asset Value allocated to the Advisor
 for trading, and extraordinary expenses, if any, directly attributable to the
 Advisor;
              (2)  The Net Asset Value of (B) in the preceding sentence shall
 be reduced by Management and Incentive Fees for such quarter together
 with brokerage commissions and other transaction costs attributable to
 the Advisor's trading activities, general administrative charges attributable
 to the pro rata portion of the Partnership's Net Asset Value allocated to the
 Advisor for trading, and extraordinary expenses, if any, directly attributable
 to the Advisor;
              (3)  The difference between (A) and (B) in the preceding
 sentence shall be (i) decreased by all interest earned on the portion of the
 Partnership's Net Asset Value allocated to the Advisor between the dates
 referred to in (A) and (B), and (ii) increased by (x) any distributions or
 redemptions allocable to the Advisor and paid or payable by the
 Partnership as of, or subsequent to, the date in (B) through the date in 

                                   -13-
<PAGE>

 (A); as well as (y) losses (including losses incurred from the date of the 
 last Incentive Fee paid or payable), if any, associated with redeemed Units
 allocable to the Advisor, and (iii) adjusted (either increased or decreased,
 as the case may be) to reflect any additional allocations or negative
 reallocations of the Partnership's Net Asset Value to or from the Advisor
 from the date in (B) to the last day of the calendar quarter as of which the
 current Incentive Fee calculation is made.
         For purposes of calculating the first Incentive Fee payable to the
 Advisor, the date referred to in (B) shall be the date of this Agreement.
         If there is a cumulative loss when a withdrawal is made from the Net
 Asset Value allocated to the Advisor for any reason, such loss shall be
 reduced by the proportionate amount of the loss attributable to the monies
 being withdrawn.
         If an Incentive Fee shall have been paid by the Partnership to the
 Advisor in respect of any calendar quarter and the Advisor shall incur
 subsequent losses on the portion of the Partnership's Net Asset Value
 under its management, the Advisor shall nevertheless be entitled to retain
 amounts previously paid to it in respect of New High Net Trading Profits.
              (c)  Neither the Advisor nor any of its employees shall receive
 any commissions, compensation, remuneration or payments whatsoever
 from any broker with which the Partnership carries an account for trans-
 actions executed in the Partnership's account.
         6.   Term and Termination.
              (a)  Term.  This Agreement shall commence on the date hereof
 and, unless sooner terminated, shall continue in effect until the close of
 business on June 30, 1998.  Thereafter, this Agreement shall be renewed
 automatically on the terms and conditions 

                                   -14-
<PAGE>

 set forth herein for additional successive twelve 
 (12) month terms, each of which shall commence on the
 first day of the month subsequent to the conclusion of the preceding
 twelve (12) month term, unless this Agreement is terminated pursuant to
 paragraphs (b), (c) or (d) of this Section 6.  The automatic renewal(s) set
 forth in the preceding sentence hereof shall not be affected by (i) any
 reallocation of Partnership's Net Asset Value away from the Advisor
 pursuant to Section 7 of this Agreement, or (ii) the retention of Other
 Advisors following a reallocation, or otherwise.
              (b)  Automatic Termination.  This Agreement shall terminate
 automatically in the event that the Partnership is terminated.  This
 Agreement shall terminate automatically with respect to the Advisor, upon
 notice from the General Partner, without affecting the continuation of this
 Agreement with any Other Advisor in the event that the Advisor's allocable
 percentage of the Partnership's Net Asset Value at the close of trading on
 any business day is equal to or less than the Termination Amount.  The
 "Termination Amount" shall be an amount equal to 66-2/3% of the portion
 of the Partnership's Net Asset Value allocated to the Advisor's
 management on the date it commences Commodities trading activities for
 the Partnership, or the first day of any calendar year, whichever day the
 Net Asset Value allocated to the Advisor is higher, in either case, as
 adjusted on an ongoing basis by the percentage decline(s) or increases in
 that portion of the Partnership's Net Asset Value allocated to the Advisor's
 management caused by distributions, redemptions and permitted
 reallocations, and new allocations to the Advisor covered by reallocations
 away from other trading advisors, respectively.  Each redemption and
 distribution of funds shall have the effect of reducing the Termination
 Amount by an amount equal to the portion of such redemption or distribu-
 tion allocable 

                                   -15-
<PAGE>
 to the Advisor.  Reallocations of funds away from the
 Advisor shall reduce the Termination Amount dollar for dollar.
              (c)  Optional Termination Right of Partnership.  This Agreement
 may be terminated at any time in the sole discretion of the General Partner
 upon at least thirty (30) days' prior written notice to the Advisor.  The
 General Partner will use its best efforts to cause any such termination to
 occur as of a month-end.
              (d)  Optional Termination Right of Advisor.  The Advisor shall
 have the right to terminate this Agreement (1) upon written notice to the
 General Partner at least thirty (30) days' prior to the end of each month of
 this Agreement; and (2) upon thirty (30) days' prior written notice to the
 General Partner in the event (i) of the receipt by the Advisor of an opinion
 of independent counsel satisfactory to the Advisor and the Partnership
 that by reason of the Advisor's activities with respect to the Partnership,
 the Advisor is required to register as an investment adviser under the
 Investment Advisers Act of 1940; (ii) that the registration of the General
 Partner as a commodity pool operator under the CE Act, or its NFA
 membership as a commodity pool operator is revoked, suspended,
 terminated or not renewed; (iii) the General Partner imposes additional
 trading limitation(s) pursuant to Section 1 of this Agreement which the
 Advisor does not agree to follow in its management of the Partnership's
 Net Asset Value or the General Partner overrides a trading instruction of
 the Advisor; (iv) if the Net Asset Value allocated to the Advisor decreases,
 for any reason, to less than $2,000,000; (v) the General Partner elects
 (pursuant to Section 1 of this Agreement) to have the Advisor use a
 different Trading Approach in the Advisor's management of Partnership
 assets from that which the Advisor is then using to manage such assets
 and the Advisor objects to 

                                   -16-
<PAGE>
 using such different Trading Approach; (vi) there is an 
 unauthorized assignment of this Agreement by the Partnership
 or the General Partner; or (vii) other good cause is shown and the written
 consent of the General Partner is obtained (which shall not be withheld
 unreasonably). 
              (e)  In the event that this Agreement is terminated pursuant to
 subparagraphs (b), (c) or (d) of this Section 6, the Advisor shall be entitled
 to, and the Partnership shall pay, the Management Fee and the Incentive
 Fee, if any, which shall be computed (A) with respect to the Management
 Fee, on a pro rata basis, based upon the portion of the month for which
 the Advisor had its portion of the Partnership's Net Asset Value under
 management, and (B) with respect to the Incentive Fee, if any, as if the
 effective date of termination was the last day of the then current calendar
 quarter.  The rights of the Advisor to fees earned through the earlier to
 occur of the date of expiration or termination of this Agreement shall
 survive this Agreement until satisfied.
         7.   Reallocation of Funds.  The General Partner may, at any month-
 end, in its sole discretion, upon at least thirty (30) days' prior written
 notice, reallocate a portion of the Partnership's Net Asset Value then
 allocated to the Advisor's management away from the Advisor.
         8.   Liquidation of Positions.
              The Advisor agrees to liquidate open positions in the amount
 that the General Partner informs the Advisor, in writing via telecopy or
 other equivalent means, that the General Partner considers necessary or
 advisable to liquidate in order to (i) effect any termination or reallocation
 pursuant to Sections 6 or 7, respectively, or (ii) fund its pro rata share of
 any redemption, distribution or Partnership expense.  The 

                                   -17-
<PAGE>
 General Partner shall not, however, have authority 
 to instruct the Advisor as to which specific open 
 positions to liquidate, except as provided in Section 1 here-
 of.  The General Partner shall provide the Advisor with such reasonable
 prior notice of such liquidation as is practicable under the circumstances
 and will endeavor to provide at least three (3) business days' prior notice. 
 In the event that losses incurred by the Advisor exceed the assets
 allocated to the Advisor, the General Partner will withdraw the funds
 necessary to cover such excess losses pro rata from the assets under the
 management of all Other Advisors.
         9.   Other Accounts of the Advisor.
              (a)  Subject to paragraph (b) of this Section 9, the Advisor shall
 be free to manage and trade accounts for other investors (including other
 public and private commodity pools) during the term of this Agreement
 and to use the same or other information and Trading Approach utilized
 in the performance of services for the Partnership for such other accounts
 so long as the Advisor's ability to carry out its obligations and duties to
 the Partnership pursuant to this Agreement is not materially impaired
 thereby.  In addition, the Advisor and its employees, as applicable, also
 will be permitted to trade in Commodities for their own accounts, so long
 as the Advisor's ability to carry out its obligations and duties to the
 Partnership is not materially impaired thereby.
              (b)  Furthermore, so long as the Advisor is performing services
 for the Partnership, it agrees that it will not accept additional capital for
 management in the Commodities markets if doing so would have a
 reasonable likelihood of resulting in the Advisor having to modify
 materially its agreed upon Trading Approach being used for the
 Partnership in a manner which might reasonably be expected to have a
 material adverse 

                                   -18-
<PAGE>

 effect on the Partnership (without limiting the generality
 of the foregoing, it is understood that this paragraph shall not prohibit the
 acceptance of additional capital, which acceptance requires only routine
 adjustments to trading patterns in order to comply with speculative
 position limits or daily trading limits).
              (c)  The Advisor agrees, in its management of accounts other
 than the account of the Partnership, that it will not knowingly or
 deliberately favor any other account managed or controlled by him or any
 of its employees or affiliates (in whole or in part) over the Partnership. 
 The preceding sentence shall not be interpreted to preclude inter alia (i)
 the Advisor from charging another client fees which differ from the fees
 to be paid to it hereunder, or (ii) an adjustment by the Advisor in the
 implementation of any agreed upon Trading Approach in accordance with
 the procedures set forth in Section 1 hereof, which is undertaken by the
 Advisor in good faith in order to accommodate additional accounts.  The
 Advisor, upon reasonable request and receipt of adequate assurances of
 confidentiality, shall provide the General Partner with an explanation of the
 differences, if any, in performance between the Partnership and any other
 similar account pursuant to the same Trading Approach for which the
 Advisor or any of its affiliates acts as a commodity trading advisor (in
 whole or in part).
              (d)  Upon reasonable notice from the General Partner, the Advi-
 sor shall permit the General Partner to review at the Advisor's offices
 during normal business hours such trading records as it reasonably may
 request for the purpose of confirming that the Partnership has been treat-
 ed equitably with respect to advice rendered during the term of this
 Agreement by the Advisor for other accounts managed by the Advisor,
 which the parties acknowledge to mean that the General Partner may
 inspect, subject to 

                                   -19-
<PAGE>

 such restrictions as the Advisor may reasonably deem
 necessary or advisable so as to preserve the confidentiality of proprietary
 information and the identity of its clients, all trading records of the Advisor
 as it reasonably may request related to such other accounts during normal
 business hours.  The Advisor may, in its discretion, withhold from any
 such report or inspection the identity of the client for whom any such ac-
 count is maintained and in any event, the Partnership and the General
 Partner shall keep all such information obtained by it from the Advisor
 confidential.
         10.  Speculative Position Limits.  If, at any time during the term of
 this Agreement, it appears to the Advisor that it may be required to
 aggregate the Partnership's Commodities positions with the positions of
 any other accounts it owns or controls for purposes of applying the
 speculative position limits of the CFTC, any exchange, self-regulatory
 body, or governmental authority, the Advisor promptly will notify the
 General Partner if the Partnership's positions are included in an aggregate
 amount which equals or exceeds one hundred percent (100%) of the
 applicable speculative limit.  The Advisor agrees that, if its trading recom-
 mendations pursuant to its agreed upon Trading Approach are altered
 because of the potential application of speculative position limits, the
 Advisor will modify its trading instructions to the Partnership and its other
 accounts in a good faith effort to achieve an equitable treatment of all
 accounts.  The Advisor presently believes that its Trading Approach for
 the management of the Partnership's account can be implemented for the
 benefit of the Partnership notwithstanding the possibility that, from time
 to time, speculative position limits may become applicable.

                                   -20-
<PAGE>

         11.  Redemptions, Distributions and Reallocations.
              (a)  The General Partner agrees to give the Advisor at least three
 (3) business days' prior notice of any proposed redemptions, distributions
 or reallocations.
              (b)  Redemptions and distributions shall be charged against the
 various Partnership accounts managed by its trading advisors, including
 the Advisor, in such proportions as the General Partner, in its discretion,
 determines to be in the Partnership's best interests.
         12.  Brokerage Confirmations and Reports.  The General Partner will
 instruct the Partnership's commodity broker or brokers to furnish the
 Advisor with copies of all trade confirmations, daily equity runs, and
 monthly trading statements relating to the Partnership's assets under the
 management of the Advisor.  The Advisor will maintain records and will
 monitor all open positions relating thereto; provided, however, that except
 as provided in Section 1(g) hereof, the Advisor shall not be responsible for
 any brokerage errors.  The General Partner also will furnish the Advisor
 with a copy of all reports, including but not limited to, monthly, quarterly
 and annual reports, sent to the limited partners, the Securities and
 Exchange Commission ("SEC"), the CFTC and the NFA.  The Advisor shall,
 at the General Partner's request, provide the General Partner with copies
 of all trade confirmations, daily equity runs, monthly trading reports or
 other reports sent to the Advisor by the Partnership's commodity broker
 regarding the Partnership, and in the Advisor's possession or control, as
 the General Partner deems appropriate, if the General Partner cannot
 obtain such copies on its own behalf.  Upon request, the General Partner
 will provide the Advisor with accurate information with respect to the
 Partnership's then current Net Asset Value and Net Asset Value per Unit.

                                   -21-
<PAGE>
         13.  The Advisor's Representations and Warranties.  The Advisor
 represents and warrants that:
              (a)  It has full corporate capacity and authority to enter into 
 this Agreement, and to provide the services required of it hereunder; 
              (b)  It will not by entering into this Agreement and by acting as
 a commodity trading advisor to the Partnership, (i) be required to take any
 action contrary to its incorporating documents, any applicable statute, law
 or regulation of any jurisdiction or (ii) breach or cause to be breached any
 undertaking, agreement, contract, statute, rule or regulation to which it is
 a party or by which it is bound which, in the case of (i) or (ii), would
 materially limit or materially adversely affect its ability to perform its 
 duties under this Agreement;
              (c)  It is duly registered as a commodity trading advisor under
 the CE Act and is a member of the NFA as a commodity trading advisor
 and it will maintain and renew such registration and membership during
 the term of this Agreement, and has complied, and will continue to comply,
 with all laws, rules and regulations having application to its business,
 including but not limited to rules and regulations promulgated by the CFTC
 and NFA.
              (d)  A copy of its most recent Commodity Trading Advisor Dis-
 closure Document, as required by Part 4 of the CFTC's regulations, has
 been provided to the Partnership in the form of Exhibit B hereto and,
 except as disclosed in such Disclosure Document, all information in such
 Disclosure Document (including, but not limited to, background,
 performance, trading methods and trading systems) is true, complete and
 accurate in all material respects and is in conformity in all material
 respects with the 

                                   -22-
<PAGE>
 provisions of the CE Act including the rules and
 regulations thereunder;
              (e)  The amount of Partnership assets to be allocated to the
 Advisor should not, in the reasonable judgment of the Advisor, result in
 the Advisor being required to alter its Trading Approach to a degree which
 would be expected to have a material adverse effect on the Partnership;
             (f)  Neither the Advisor nor its stockholders, directors, officers,
 employees, agents, principals or affiliates, nor any of its or their respective
 successors or assigns: (i) shall knowingly or deliberately use or distribute
 for any purpose whatsoever any list containing the names and/or
 residence addresses of, and/or other information about, the limited
 partners of the Partnership; nor (ii) shall solicit any person it or they know
 is a limited partner of the Partnership for the purpose of soliciting
 commodity business from such limited partner, unless such limited partner
 shall have first contacted the Advisor or is already a client of the Advisor
 or a prospective client with which the Advisor has commenced
 discussions or is introduced or referred to the Advisor by an unaffiliated
 agent other than in violation of clause (i);
              (g)  This Agreement has been duly and validly executed and
 delivered and is a valid and binding agreement, enforceable against it in
 accordance with its terms;
              (h)  Thomas Moller devotes, and will continue to devote during
 the term of this Agreement, such portion of his time to the trading
 activities of, and the conduct of the business of, the Advisor as he shall
 reasonably believe is necessary and appropriate; and
              (i)  There is not pending, or to the best of its knowledge,
 threatened or contemplated, any action, suit or proceeding before any
 court or arbitration panel, or 

                                   -23-
<PAGE>
 before or by any governmental, administrative
 or self-regulatory body, to which the Advisor or its stockholders, directors,
 officers, employees, agents, principals or affiliates is a party, or to which
 any of its assets is subject, which might reasonably be expected to result
 in any material adverse change in the condition of the Advisor (financial
 or otherwise), business or prospects or reasonably might be expected to
 affect adversely in any material respect any of the Advisor's assets or
 which reasonably might be expected to (A) materially impair the Advisor's
 ability to discharge its obligations to the Partnership, or (B) result in a
 matter which would require disclosure in its Disclosure Document which
 has not been so disclosed; and the Advisor has not received any notice
 of an investigation by (i) the NFA regarding noncompliance with NFA rules
 or the CE Act, (ii) the CFTC regarding noncompliance with the CE Act, or
 the rules and regulations thereunder, or (iii) any exchange regarding
 noncompliance with the rules of such exchange, which investigation
 reasonably might be expected to (1) materially impair its ability to
 discharge its obligations to the Partnership, or (2) result in a matter which
 would require disclosure in its Disclosure Document which has not been
 so disclosed.
         The within representations and warranties 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
 Advisor promptly will notify the Partnership in writing thereof.
         14.  The General Partner's Representations and Warranties.  The
 General Partner represents and warrants on behalf of the Partnership and
 itself that:
              (a)  It has full corporate and other capacity and authority to
 enter into this Agreement;

                                   -24-
<PAGE>

              (b)  It will not, by acting as general partner to the Partnership 
 or by entering into this Agreement, (i) be required to take any action contrary
 to its incorporating or partnership documents or any applicable statute,
 law or regulation of any jurisdiction, or (ii) breach or cause to be breached
 (A) any undertaking, agreement, contract, statute, rule, regulation, to which
 it or the Partnership is a party or by which it or the Partnership is bound
 or (B) any order of any court or governmental or regulatory agency having
 jurisdiction over the Partnership or the General Partner, which in the case
 of (i) or (ii) would materially limit or materially adversely affect the
 performance of its or the Partnership's duties under this Agreement;
              (c)  The Partnership and the General Partner have obtained all
 required governmental and regulatory licenses, registrations and approvals
 required by law as may be necessary to act as described in the
 Partnership's Registration Statement and Prospectus, including, without
 limitation, registration as a commodity pool operator under the CE Act and
 membership as a commodity pool operator in the NFA.  The General
 Partner will maintain and renew the foregoing registrations, licenses,
 memberships and approvals, as appropriate, during the term of this
 Agreement;
              (d)  The Partnership and the General Partner have complied, and
 will continue to comply, with all laws, rules and regulations having
 application to its or their business, including but not limited to rules and
 regulations promulgated by the CFTC and NFA, and there are no actions,
 suits or proceedings pending or, to the best of the knowledge of the
 Partnership or the General Partner, threatened against it or them, at law or
 in equity or before or by any federal, state, municipal or other
 governmental or regulatory department, commission, board, bureau,
 agency or instrumentality, or by any 

                                   -25-
<PAGE>
 commodity or security exchange worldwide in which 
 an adverse decision would materially and adversely affect 
 the ability of the Partnership or the General Partner to comply with,
 and perform their obligations under, this Agreement;
              (e)  This Agreement has been duly and validly authorized,
 executed and delivered, and is a valid and binding agreement, enforceable
 against each of them, in accordance with its terms; and
              (f)  On the date hereof, it is, and during the term of this
 Agreement, it will be (i) in the case of the Partnership, a duly formed and
 validly existing limited partnership, and (ii) in the case of the General
 Partner, a duly formed and validly existing corporation, in each case, in
 good standing under the laws of the State of Delaware, and in good
 standing and qualified to do business in each jurisdiction in which the
 nature and conduct of its business requires such qualification and the
 failure to be so qualified would materially adversely affect its ability to
 perform its obligations under this Agreement; and
              (g)  All authorizations, consents or orders of any court, or of 
 any federal, state or other governmental or regulatory agency or body required
 for the valid authorization, issuance, offer and sale of the Partnership's
 Units were obtained, and, to the best of its knowledge, after due inquiry no
 order preventing or suspending the use of the Prospectus with respect to
 the Units was issued by the SEC, the CFTC or the NFA.  The Partnership's
 Registration Statement and Prospectus contained all statements which
 were required to be made therein, conformed in all material respects with
 the requirements of the Securities Act of 1933, as amended and the CE
 Act, and the rules and regulations of the SEC and the CFTC, respectively,
 thereunder, and with the rules of the NFA, and did not contain an untrue
 statement of a material fact or omit to state 

                                   -26-
<PAGE>

 a material fact required to be stated therein or necessary 
 to make the statements therein (with respect
 to the Prospectus, in light of the circumstances in which they were made)
 not misleading; 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, the
 Partnership or to Prudential Securities by or on behalf of the Advisor
 specifically for use in the Registration Statement or Prospectus,
 supplement thereto, or monthly report.
              (h)  The Partnership's offering of its Units has terminated and
 there are not currently, and will not be in the future, any offering materials
 in use by the Partnership or the General Partner in connection with the
 offer or sale of Units in the Partnership. 
         The within representations and warranties 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 promptly will notify the Advisor in writing.
         15.  Assignment.  This Agreement may not be assigned by any of the
 parties hereto without the express prior written consent of the other
 parties hereto.
         16.  Successors.  This Agreement shall be binding upon and inure
 to the benefit of the parties hereto and the successors and permitted
 assigns of each of them, and no other person (except as otherwise
 provided herein) shall have any right or obligation under this Agreement. 
 The terms "successors" and "assigns" shall not include any purchasers,
 as such, of Units.
         17.  Amendment or Modification.  This Agreement may not be
 amended or 

                                   -27-
<PAGE>
 modified except by the written consent of the parties hereto.
         18.  Notices.  Except as otherwise provided herein, all notices
 required to be delivered under this Agreement shall be effective only if in
 writing and shall be deemed given by the party required to provide notice
 when received by the party to whom notice is required to be given and
 shall be delivered personally, by registered mail, postage prepaid, return
 receipt requested, or by telecopy, as follows (or to such other address as
 the party entitled to notice shall hereafter designate by written notice to
 the other parties):

 If to the General Partner:            If to the Partnership:

 Prudential Securities Futures         Prudential-Bache Capital Return
   Management Inc.                         Futures Fund 2, L.P.
 One New York Plaza, 14th floor        c/o Prudential Securities Futures
                                           Management Inc.
 New York, New York 10292-2585         One New York Plaza, 14th floor
 Attention:  James M. Kelso            New York, New York 10292-2585
 Facsimile:  (212) 778-6809            Attention:  James M. Kelso
                                       Facsimile:  (212) 778-6809
 
 and in either case with a copy to:    
 
 Prudential Securities Incorporated
 One New York Plaza, 14th Floor
 New York, New York 10292-2585
 Attention:  James M. Kelso
 Facsimile:  (212) 778-6809
 
 and, with respect to legal notices,
 a copy to:
 
 Rosenman & Colin LLP
 575 Madison Avenue
 New York, New York 10022
 Attention:  Fred M. Santo, Esq.
 Facsimile:  (212) 940-7079
 
 If to the Advisor:                    and, with respect to legal notices,
 a copy to:
 
 Eclipse Capital Management, Inc.      Sidley & Austin
 12400 Olive Boulevard, Suite 408      One First National Plaza      
 St. Louis, Missouri 63141             Chicago, Illinois 60603
 Attention:  Thomas W. Moller               Attention: Jodie Nedeau, Esq.
 Facsimile:  (314) 579-0525            Facsimile: (212) 972-9150
 
                                    -28-
<PAGE>

         19.  Governing Law.  The parties agree that this Agreement shall be
 governed by and construed in accordance with the laws of the State of
 New York without regard to conflict of laws principles.
         20.  Survival.  The provisions of this Agreement shall survive the
 termination of this Agreement with respect to any matter arising while this
 Agreement was in effect.
         21.  Disclosure Document Modifications.  The Advisor shall promptly
 furnish the General Partner with a copy of all modifications to its
 Disclosure Document when available for distribution.  Upon receipt of any
 modified Disclosure Document by the General Partner, the General Partner
 will provide the Advisor with an acknowledgement of receipt thereof.
         22.  Promotional Literature.  The parties agree that prior to using any
 promotional or other material in which reference to the other parties hereto
 is made (including reports to clients), they shall furnish a copy of such
 information to the other parties and will not make use of any literature
 containing references to such other parties to which such other parties
 object, except as otherwise required by law or regulation.
         23.  No Waiver.  No failure or delay on the part of any party hereto
 in exercising any right, power or remedy hereunder shall operate as a waiver
 thereof, nor shall any single or partial exercise of any such right, power or
 remedy preclude any other or further exercise thereof or the exercise of
 any other right, power or remedy.  Any waiver granted hereunder must be
 in writing and shall be valid only in the specific instance in which given.
         24.  Headings.  Headings to Sections herein are for the convenience
 of the parties only, and are not intended to be or to affect the meaning or
 interpretation of this 

                                   -29-
<PAGE>
 Agreement.

         25.  Complete Agreement.  Except as otherwise provided herein, this
 Agreement constitutes the entire agreement between the parties with
 respect to the matters referred to herein, and no other agreement, verbal
 or otherwise, shall be binding
 upon the parties hereto.
         26.  Counterparts.  This Agreement may be executed in one or more
 counterparts, each of which shall be deemed an original and all of which,
 when taken together, shall constitute one original instrument.
 
              IN WITNESS WHEREOF, this Agreement has been executed for
 and on behalf of the undersigned as of the day and year first above
 written.
 
 
PRUDENTIAL-BACHE CAPITAL RETURN   PRUDENTIAL SECURITIES FUTURES 
 FUTURES FUND 2, L.P.                   MANAGEMENT INC.   
                                            
By: PRUDENTIAL SECURITIES FUTURES
    MANAGEMENT INC.,                     By: /s/ James M. Kelso
                                            -----------------------
Its: General Partner                      James M. Kelso, President


By: /s/ James M. Kelso
   -----------------------------
   James M. Kelso, President

ECLIPSE CAPITAL MANAGEMENT, INC.


By: /s/ Thomas W. Moller
   -----------------------------
   Thomas W. Moller, President

                                   -30-
<PAGE>

                                EXHIBIT "A"

         "Net Asset Value" means the total assets, including, but not limited 
to, all cash and cash equivalents (valued at cost plus accrued interest and
amortization of original issue discount) less total liabilities, of the
Partnership, each determined on the basis of generally accepted accounting
principles in the United States, consistently applied under the accrual
method of accounting ("GAAP"), including, but not limited to, the extent
specifically set forth below:

              (a)  Net Asset Value shall include any unrealized profit or loss
         on open Commodities Positions, and any other credit or debit accruing
         to the Partnership but unpaid or not received by the Partnership.

              (b)  All open commodity futures contracts and options traded
         on a United States exchange are calculated at their then current market
         value, which shall be based upon the settlement price for that
         particular commodity futures contract and option traded on the
         applicable United States exchange on the date with respect to which
         Net Asset Value is being determined; provided, that if a commodity
         futures contract or option traded on a United States exchange could
         not be liquidated on such day, due to the operation of daily limits or
         other rules of the exchange upon which that position is traded or
         otherwise, the settlement price on the first subsequent day on which
         the position could be liquidated shall be the basis for determining the
         market value of such position for such day.  The current market value
         of all open commodity futures contracts and options traded on a non-
         United States exchange shall be based upon the liquidating value for
         that particular commodity futures contract and option traded on the
         applicable non-United States exchange on the date with respect to
         which Net Asset Value is being determined; provided, that if a
         commodity futures contract or option traded on a non-United States
         exchange could not be liquidated on such day, due to the operation of
         rules of the exchange upon which that position is traded or otherwise,
         the liquidating value on the first subsequent day on which the position
         could be liquidated shall be the basis for determining the market value
         of such position for such day.  The current market value of all open
         forward contracts entered into by the Partnership shall be the mean
         between the last bid and last asked prices quoted by the bank or
         financial institution which is a party to the contract on the date with
         respect to which Net Asset Value is being determined; provided, that
         if such quotations are not available on such date, the mean between
         the last bid and asked prices on the first subsequent day on which
         such quotations are available shall be the basis for determining the
         market value of such forward contract for such day.  The General
         Partner may in its discretion value any assets of the Partnership
         pursuant to such other principles as it may deem fair and equitable.

              (c)  Interest earned on the Partnership's commodity brokerage
         account shall be accrued at least monthly; and

                                   -31-
<PAGE>

              (d)  The amount of any distribution made pursuant to Article VIII
         of the Partnership's Partnership Agreement shall be a liability of the
         Partnership from the day when the distribution is declared until it is
         paid.

                                   -32-
<PAGE>
                                EXHIBIT "B"


(LOGO) Eclipse Capital(r)

                                               Disclosure Document

                           The date of this Disclosure Document is
                                                  December 1, 1996

Eclipse Capital Management, Inc. is registered under the 
Commodity Exchange Act as a Commodity Trading Advisor.  No 
person is authorized by Eclipse Capital Management, Inc. to 
give any information or make any representations not contained 
herein.  Delivery of this Disclosure Document at any time does 
not imply that the information contained herein is correct as of 
any time subsequent to the date shown above.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT 
PASSED UPON THE MERITS OF PARTICIPATING IN THIS 
TRADING PROGRAM NOR HAS THE COMMISSION PASSED ON 
THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE 
DOCUMENT.

THE DATE ON WHICH ECLIPSE CAPITAL MANAGEMENT, INC. 
FIRST INTENDS TO USE THIS DISCLOSURE DOCUMENT IS 
DECEMBER 1, 1996 AND THIS DISCLOSURE DOCUMENT MAY 
NOT BE UTILIZED PRIOR TO SUCH DATE OR AFTER 
SEPTEMBER 1, 1997.

                12400 Olive Boulevard, Suite 408
                St. Louis, Missouri  63141
                Telephone (314) 579-0515
                Fax (314) 579-0525

             Web:  http://www.eclipsecap.com/
             e-mail:  info@eclipsecap.com

<PAGE>

RISK DISCLOSURE STATEMENT

THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL.  
YOU SHOULD, THEREFORE, CAREFULLY CONSIDER WHETHER SUCH 
TRADING IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL 
CONDITION.  IN CONSIDERING WHETHER TO TRADE OR TO AUTHORIZE 
SOMEONE ELSE TO TRADE FOR YOU, YOU SHOULD BE AWARE OF THE 
FOLLOWING:

IF YOU PURCHASE A COMMODITY OPTION YOU MAY SUSTAIN A TOTAL 
LOSS OF THE PREMIUM AND OF ALL TRANSACTION COSTS.

IF YOU PURCHASE OR SELL A COMMODITY FUTURE OR SELL A 
COMMODITY OPTION YOU MAY SUSTAIN A TOTAL LOSS OF THE INITIAL 
MARGIN FUNDS AND ANY ADDITIONAL FUNDS THAT YOU DEPOSIT WITH 
YOUR BROKER TO ESTABLISH  OR MAINTAIN YOUR POSITION.  IF THE 
MARKET MOVES AGAINST YOUR POSITION, YOU MAY BE CALLED UPON 
BY YOUR BROKER TO DEPOSIT A SUBSTANTIAL AMOUNT OF 
ADDITIONAL MARGIN FUNDS, ON SHORT NOTICE, IN ORDER TO 
MAINTAIN YOUR POSITION.  IF YOU DO NOT PROVIDE THE REQUIRED 
FUNDS WITHIN THE PRESCRIBED TIME, YOUR POSITION MAY BE 
LIQUIDATED AT A LOSS, AND YOU WILL BE LIABLE FOR ANY RESULTING 
DEFICIT IN THE ACCOUNT.

UNDER CERTAIN MARKET CONDITIONS, YOU MAY FIND IT DIFFICULT OR 
IMPOSSIBLE TO LIQUIDATE A POSITION.  THIS CAN OCCUR, FOR 
EXAMPLE, WHEN THE MARKET MAKES A "LIMIT MOVE."

THE PLACEMENT OF CONTINGENT ORDERS BY YOU OR YOUR TRADING 
ADVISOR, SUCH AS A "STOP-LOSS" OR "STOP-LIMIT" ORDER, WILL NOT 
NECESSARILY LIMIT YOUR LOSSES TO THE INTENDED AMOUNTS, SINCE 
MARKET CONDITIONS MAY MAKE IT IMPOSSIBLE TO EXECUTE SUCH 
ORDERS.

A "SPREAD" POSITION MAY NOT BE LESS RISKY THAN A SIMPLE 
"LONG" OR "SHORT" POSITION.

THE HIGH DEGREE OF LEVERAGE THAT IS OFTEN OBTAINABLE IN 
COMMODITY TRADING CAN WORK AGAINST YOU AS WELL AS FOR YOU.  
THE USE OF LEVERAGE CAN LEAD TO LARGE LOSSES AS WELL AS 
GAINS.

IN SOME CASES, MANAGED COMMODITY ACCOUNTS ARE SUBJECT TO 
SUBSTANTIAL CHARGES FOR MANAGEMENT AND ADVISORY FEES.  IT 
MAY BE NECESSARY FOR THOSE ACCOUNTS THAT ARE SUBJECT TO 
THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID 
DEPLETION OR EXHAUSTION OF THEIR ASSETS.  THIS DISCLOSURE 
DOCUMENT CONTAINS, AT PAGE 17,  A COMPLETE DESCRIPTION OF 
EACH FEE TO BE CHARGED TO YOUR ACCOUNT BY THE COMMODITY 
TRADING ADVISOR.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER 
SIGNIFICANT ASPECTS OF THE COMMODITY MARKETS.  YOU SHOULD 
THEREFORE CAREFULLY STUDY THIS DISCLOSURE DOCUMENT AND 
COMMODITY TRADING BEFORE YOU TRADE, INCLUDING THE 
DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, 
AT PAGES 6 THROUGH 10.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY TRADING 
ADVISOR MAY ENGAGE IN TRADING FOREIGN FUTURES OR OPTIONS 
CONTRACTS.  TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE 
UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED 
STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER 
DIFFERENT OR DIMINISHED PROTECTION.  FURTHER, UNITED STATES 
REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE 
ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR 
MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE YOUR 
TRANSACTIONS MAY BE EFFECTED.  BEFORE YOU TRADE YOU SHOULD 
INQUIRE ABOUT ANY RULES RELEVANT TO YOUR PARTICULAR 
CONTEMPLATED TRANSACTIONS AND ASK THE FIRM WITH WHICH YOU 
INTEND TO TRADE FOR DETAILS ABOUT THE TYPES OF REDRESS 
AVAILABLE TO BOTH YOUR LOCAL AND OTHER RELEVANT 
JURISDICTIONS.

THIS COMMODITY TRADING ADVISOR IS PROHIBITED BY LAW FROM 
ACCEPTING FUNDS IN THE TRADING ADVISOR'S NAME FROM A CLIENT 
FOR TRADING COMMODITY INTERESTS.  YOU MUST PLACE ALL FUNDS 
FOR TRADING IN THIS TRADING PROGRAM DIRECTLY WITH A FUTURES 
COMMISSION MERCHANT.

2
<PAGE>

                           TABLE OF CONTENTS

Introduction . . . . . . . . . . . . . . . . . . . . . . Page 4

The Advisor . . . . . . . . . . . . . . . . . . . . . .  Page 4

Trading Programs . . . . . . . . . . . . . . . . . . . . Page 5

Trading Approach . . . . . . . . . . . . . . . . . . . . Page 5

Foreign Currency Trading . . . . . . . . . . . . . . . . Page 6

Risk Factors . . . . . . . . . . . . . . . . . . . . . . Page 6

Past Performance of Programs . . . . . . . . . . . . . . Page 10

Fees . . . . . . . . . . . . . . . . . . . . . . . . . . Page 17

Potential Conflicts of Interest . . . . . . . . . . . .  Page 18

Client Advisory Agreement . . . . . . . . . . . . . . .  Page 18

Client Brokerage Account . . . . . . . . . . . . . . . . Page 19

Miscellaneous . . . . . . . . . . . . . . . . . . . . .  Page 20

                                                                3
<PAGE>

INTRODUCTION

Eclipse Capital Management, Inc. 
manages accounts trading 
primarily in foreign exchange and 
global interest rate futures on a 
discretionary basis.  Its trading 
programs incorporate quantitative 
trend analysis and technical 
trading principles.  These trading 
programs are speculative in 
nature, and potential investors 
should determine after reading 
this Disclosure Document whether 
any of the trading programs 
currently being offered by Eclipse 
Capital Management, Inc. are 
consistent with their financial 
situations and investment 
objectives.  Because speculative 
commodity interest trading can 
lead to substantial losses as well 
as gains, each prospective 
investor should carefully consider 
the risks involved in commodity 
interest trading.  See "Risk 
Factors."

THE ADVISOR

Eclipse Capital Management, Inc. 
("Eclipse Capital") is a Kentucky 
corporation incorporated on July 
18, 1983.  It was registered on 
August 14, 1986 as a Commodity 
Trading Advisor ("CTA") under the 
Commodity Exchange Act as 
amended, and is a member as 
such in good standing of the 
National Futures Association.  Its 
books and records are kept at its 
office, located at the address listed 
on the cover page of this 
document.  Past performance 
information of Eclipse Capital and 
its principals is contained on 
pages 10 through 16 of this 
Disclosure Document.

Thomas W. Moller, the sole 
shareholder of Eclipse Capital, has 
served as its President, Treasurer, 
and sole director since founding 
the firm.  Mr. Moller received an 
undergraduate degree in Business 
and Economics from Vanderbilt 
University and a graduate degree 
in Accounting from the University 
of Kentucky.  He was a Certified 
Public Accountant and has a 
background in financial planning 
and investment management.  In 
1980, as Chief Financial Officer of 
a privately held company, he 
designed and implemented one of 
the first variable rate loan hedge 
programs using interest rate 
futures contracts.  In 1982 he 
formed Interest Rate Management, 
Inc., another CTA which provided 
interest rate hedging advisory and 
management services.  Mr. Moller 
has devoted 100% of his time to 
Eclipse Capital since September, 
1986, and is primarily involved in 
the areas of trading, research, and 
product development.

Ronald R. Breitigam is Secretary 
and Vice President, Trading, with 
responsibility for the 
implementation of the firm's 
trading strategies.  After 
graduating from Pacific Union 
College in 1982, Mr. Breitigam 
became an independent floor 
trader at the Mid-America 
Commodity Exchange.  He served 
as an institutional broker with 
Thompson McKinnon (1984-1985) 
and PaineWebber (1986), and in 
1986 formed his own trading 
company to work full time 
implementing various proprietary 
futures and options trading 
strategies.  Mr. Breitigam joined 
Eclipse Capital in May, 1989.

James W. Dille, Ph.D. is Vice 
President, Information Systems, 
with responsibility for computer-
based research, development and 
operations.  Dr. Dille has 
undergraduate and graduate 
engineering degrees from the 
University of Virginia.  He received 
his masters and Ph.D. in Applied 
Sciences from Harvard University 
specializing in the areas of 
Decision and Control Theory and 
Computer Science.  From 1987 
through 1993 he worked for 
McDonnell Douglas Training 
Systems where he was 
responsible for research in the 
areas of computer architectures 
and networking.  He is an affiliate 
professor at Washington 
University in St. Louis, teaching 
courses in numerical analysis and 
the simulation and analysis of 
complex systems.  Dr. Dille joined 
Eclipse Capital in January, 1994.

Neither Eclipse Capital nor any of 
its principals has ever been 
involved in or been the subject of 
any material administrative, civil or 
criminal action.   

4
<PAGE>

FURTHER INFORMATION 
REGARDING ECLIPSE CAPITAL IS 
AVAILABLE UPON REQUEST AT 
THE ADDRESS AND TELEPHONE 
NUMBER LISTED ON THE COVER  
PAGE OF THIS DISCLOSURE 
DOCUMENT.


TRADING PROGRAMS

Eclipse Capital currently offers 
two financially oriented trading 
portfolios under its Global 
Financial Trading approach.  
These programs are designed 
primarily for commodity pools and 
certain other qualified investors.  
Both trading programs employ a 
systematic trading approach using 
multiple trend-following models.  
Before selecting a particular 
program, a client should consider 
a number of different factors 
including portfolio composition, 
trading methodology, instruments 
traded, and minimum account size.  
The following descriptions have 
been provided to assist the 
potential client in selecting the 
most appropriate program:

Global Monetary Program.  This 
"financial, metals and energy" 
program has a $2 million minimum 
account size and trades a global 
portfolio of futures, options on 
futures and exchanges-of-futures-
for-physical contracts ("EFP") on 
interest rate instruments, 
currencies, stock indices, precious 
and base metals, and energy 
products.  The foreign currency 
portion of the portfolio may be 
traded in the interbank foreign 
exchange market.  A key 
component of this program is the 
extensive diversification achieved 
by applying multiple trading 
models to a wide variety of 
financial markets located 
throughout the world.

Global Yield Program.  This 
"sector" program has a $2 million 
minimum account size and trades 
a specialized portfolio comprised 
entirely of domestic and foreign 
interest rate instruments.  Global 
money markets and bond futures 
contracts are traded on major 
exchanges located throughout the 
world, including Chicago, 
Montreal, London, Paris, Madrid, 
Tokyo, Singapore and Sydney.


TRADING APPROACH

Eclipse Capital's trading programs 
are systematic and trend-
following in nature, with the 
objective of capitalizing on 
intermediate and long-term price 
trends.  Eclipse Capital makes all 
trading decisions pursuant to its 
proprietary trend identification, 
capital allocation, and risk 
management models.  The Eclipse 
Capital programs make use of 
multiple models to accentuate 
overall diversification.  Trend 
identification models use various 
technical and statistical analysis 
techniques to identify and evaluate 
price trends.  Capital allocation 
models determine the percentage 
of trading capital allocated to 
various markets and trading 
models.  

Eclipse Capital's risk management 
models were developed with the 
objective of limiting losses, 
capturing profits, and conserving 
capital in choppy, sideways 
markets.  The risk management 
principles which Eclipse Capital 
employs include: (1) using stop 
orders to exit trades when markets 
are moving against an established 
position; (2) diversifying positions 
among several different futures 
and/or futures groups to limit 
exposure in any one area; (3) 
using multiple entry and exit 
points; (4) limiting the assets 
committed as margin, generally 
within a range of 5% to 25% of 
assets managed, at minimum 
exchange margin requirements, 
but possibly above or below that 
range at certain times; and (5) 
prohibiting the use of unrealized 
profits in a particular futures 
contract as margin for additional 
contracts in the same or a related 
futures contract.

Decisions whether to trade a 
particular futures contract are 
based upon various factors, 
including liquidity, significance in 
terms of desired degrees of 
concentration, diversification, and 
profit potential, both historical and 
at a given time.  These decisions 
are based upon output generated 
by a proprietary risk management 
program, but require the exercise 
of judgment by principals of 
Eclipse Capital.  The decision not 
to trade specific contracts for 
certain periods, or to reduce the 
number of contracts traded may 

                                                   5
<PAGE>
result at times in missing 
significant profit opportunities 
which otherwise would be 
captured by technical strategies.  
The specific contracts traded in 
each portfolio have been selected 
based on liquidity, historical 
volatility, and the degree of past 
directional movement.  The actual 
number of contracts held at any 
particular point in time depends on 
a number of factors including 
evaluation of market volatility and 
potential risk versus return.  There 
are occasions when a trading 
model may indicate that no 
position is appropriate in a 
particular contract or contract 
group.

In addition to technical trading in 
futures contracts, Eclipse Capital 
may also employ trading 
techniques such as spreads and 
straddles, and buy or sell futures 
options.  Eclipse Capital may alter 
its trading programs including, 
without limitation, trading 
strategies, commodity interests 
and markets traded, and trading 
principles, without approval from 
clients if Eclipse Capital 
determines that such change is in 
the best interest of the accounts it 
manages.


FOREIGN CURRENCY TRADING

Foreign currency trading takes 
place in the interbank foreign 
exchange markets and in foreign 
currency futures and EFPs.  The 
trading of forward contracts on 
foreign currencies may involve 
greater risks than those 
accompanying the trading of 
futures contracts on exchanges.  
Generally, neither the Commodity 
Futures Trading Commission 
("CFTC") nor the banking 
authorities have regulated the 
trading of forward currency 
contracts.  Forward contracts are 
not traded on exchanges.  
Although the foreign currency 
markets may not be necessarily 
more volatile than other 
commodity markets, such forward 
trading may involve less 
protection against defaults than 
trading on exchanges.

Since such contracts are not 
guaranteed by an exchange or 
clearing house thereof, the client 
is subject to the risk of dealer 
failure or inability or refusal to 
perform with respect to such 
contracts.  The failure of a dealer 
with which the client has 
contracted would likely result in a 
default, thereby depriving the 
client of unrealized profits or 
forcing the client to cover its 
commitments for resale, if any, at 
the current market price.  In 
addition, the imposition of 
exchange and credit controls or 
the fixing of currency exchange 
rates by governmental authorities 
might limit forward trading to less 
than that which Eclipse Capital 
would otherwise recommend. 

Due to the foregoing factors and 
the absence of CFTC regulation, 
the trading of forward contracts 
may thus involve greater risks 
than those accompanying the 
trading of futures contracts on 
exchanges.  No specific limitation 
on the percentage or amount of 
forward contracts, if any, engaged 
in by the client has been imposed.  
The CFTC may, in the future, seek 
to assert jurisdiction over forward 
contracts on currencies such as 
those traded by Eclipse Capital 
and attempt to prohibit certain 
United States entities, including 
the pool clients of Eclipse Capital, 
from engaging in transactions in 
such contracts.


RISK FACTORS

Trading commodity interest 
contracts involves a HIGH 
DEGREE OF RISK.  In such 
trading, the liability of the client is 
not limited to the initial investment 
or the equity in a managed 
account, but extends to any and all 
losses.  Although it is the intention 
of Eclipse Capital to reduce risk 
through relative diversification, 
there can be no guarantee that 
substantial losses will not in fact 
be incurred.  Listed below are 
some of the risks associated with 
trading commodity interest 
contracts which a potential client 
should carefully consider before 
participating in any of  Eclipse 
Capital's Global Financial Trading 
programs.

(1) Trading in Commodity Interest 
Contracts is Speculative and 
Volatile.  Commodity interest 
contract prices are highly volatile.  
Price movements of commodity 
interest contracts are influenced 
by, among other things, 

6

<PAGE>

changing supply and demand relationships; 
climate

government agricultural, trade, 
fiscal, monetary and exchange 
control programs and policies; 
national and international political 
and economic events; crop 
diseases; the purchasing and 
marketing programs of different 
nations; and changes in interest 
rates.  In addition, governments 
from time to time intervene, 
directly and by regulation, in 
certain markets, particularly those 
in currencies and gold.  Such 
intervention is often intended to 
influence prices directly.  None of 
these factors can be controlled by 
Eclipse Capital.  No assurances 
can be given that Eclipse Capital's 
advice will result in profitable 
trades for a client or that a client 
will not incur substantial losses.

(2)  Futures Trading Is Highly 
Leveraged.  The low margin 
deposits normally required in 
commodity interest contract 
trading (typically between 2% and 
15% of the value of the contract 
purchased or sold) permit an 
extremely high degree of leverage.  
For example, if at the time of 
purchase 10% of the price of a 
contract is deposited as margin, a 
10% decrease in the price of the 
contract would, if the contract is 
then closed out, result in a total 
loss of the margin deposit before 
any deduction for brokerage 
commissions.  A decrease of more 
than 10% would result in a loss of 
more than the total margin 
deposit.  Accordingly, a relatively 
small price movement in a 
contract may result in immediate 
and substantial losses to the 
investor.  Like other leveraged 
investments, any trade may result 
in losses in excess of the amount 
invested.  When the market value 
of a particular open position 
changes to a point where the 
margin on deposit in a client's 
account does not satisfy the 
applicable maintenance margin 
requirement imposed by the 
client's FCM or IB, the client, and 
not Eclipse Capital, will receive a 
margin call from the FCM or IB.  If 
the client does not satisfy the 
margin call within a reasonable 
time (which may be as brief as a 
few hours), the FCM or IB will 
close out the client's position and 
the client will be responsible for all 
resulting losses.

(3)  Futures Markets May Be 
Illiquid.  United States commodity 
exchanges impose "daily limits" 
on the amount by which the price 
of most futures contracts traded 
on such exchanges may vary 
during a single day.  Daily limits 
prevent trades from being 
executed during a given trading 
day at a price above or below the 
daily limit.  Once the price of a 
futures contract has moved to the 
limit price, it may be difficult, 
costly or impossible to liquidate a 
position.  Such limits could 
prevent Eclipse Capital from 
promptly liquidating unfavorable 
positions and restrict its ability to 
exercise or offset commodity 
options held in a managed 
account.  In addition, even if 
futures prices have not moved the 
daily limit, Eclipse Capital may be 
unable to execute trades at 
favorable prices if the liquidity of 
the market is not adequate.  Daily 
limits have been applicable to 
bond futures for some time and 
have recently been imposed on 
stock index futures (although none 
exist on actual stocks) as a result 
of the market turbulence of 
October 1987.  It is also possible 
for an exchange or the CFTC to 
suspend trading in a particular 
contract (as, in fact, occurred in 
the case of stock index futures on 
October 20, 1987), order immediate 
settlement of a particular contract 
or order that trading in a particular 
contract be conducted for 
liquidation only.

(4)  Failure of a Client's FCM.  
Under CFTC regulations, FCMs are 
required to maintain a client's 
assets in a segregated account.  If 
a client's FCM fails to do so, the 
client may be subject to a risk of 
loss of his funds on deposit with 
his FCM in the event of its 
bankruptcy.  In addition, under 
certain circumstances, such as the 
inability of another client of the 
FCM or the FCM itself to satisfy 
substantial deficiencies in such 
other client's account, a client may 
be subject to a risk of loss of his 
funds on deposit with his FCM, 
even if such funds are properly 
segregated.  In the case of any 
such bankruptcy or client loss, a 
client might recover, even in 
respect of property specifically 
traceable to the client, only a pro 
rata share of all property available 
for distribution to all of the FCM's 
clients.

                                                   7
<PAGE>

(5)  Importance of Price Trends to 
Profitability.  Eclipse Capital 
applies a trend-following trading 
technique, which seeks to identify 
significant price trends soon after 
they begin and participate in such 
trends until soon after they have 
begun to reverse.  The profitability 
of any trend-following strategy 
depends upon the occurrence of 
major price moves in some futures 
contracts traded; generally, the 
majority of trend-following trades 
result in small losses, but attempt 
to achieve gains on relatively 
fewer trades to offset such losses.  
There is no guarantee that there 
will actually be such trends in the 
future.  The best trend-following 
strategy, whatever elements it may 
contain, is unlikely to be profitable 
if there are no trends of the kind it 
seeks to identify.  Furthermore, a 
strategy which is successful in the 
case of upward price trends may 
not be successful in downward 
trends and vice versa.  Any factor 
which may lessen the prospect of 
major trends in the future (such as 
increased government control of, 
or participation in, the markets) 
may reduce the prospect that any 
trend-following strategy will be 
profitable.

(6)  Substantial Fees and 
Expenses.  A client is subject to 
substantial brokerage 
commissions and management 
fees and, possibly, incentive fees.  
Accordingly, a client's account will 
have to earn substantial trading 
profits to avoid depletion of assets 
due to such commissions and 
fees.  It is possible that substantial 
brokerage commissions may be 
generated by Eclipse Capital's 
trading method which could 
negatively impact the profitability 
of a client's account.  A client is 
responsible for bearing any and all 
expenses, losses and fees 
incurred as a result of maintaining 
and having Eclipse Capital trade 
the client's account.  See "Fees" 
and "Client Brokerage Account."

(7)  Limited Deduction by 
Noncorporate Taxpayers for 
Management and Incentive Fees.  
Under prior law, noncorporate 
taxpayers who itemized 
deductions were permitted to 
deduct expenses of producing 
income, including investment 
advisory fees, when computing 
taxable income.  The Internal 
Revenue Code of 1986, as 
amended, now provides that such 
expenses are to be aggregated 
with unreimbursed employee 
business expenses and other 
expenses of producing income 
(collectively, "Aggregate 
Investment Expenses") and the 
aggregate amount of such 
expenses will be deductible only 
to the extent such amount exceeds 
2% of a noncorporate taxpayer's 
adjusted gross income.  Such 
limitation could substantially 
reduce the deductibility for federal 
income tax purpose of any 
amounts deemed to constitute 
"investment advisory fees."  The 
fees payable to Eclipse Capital 
will, in all probability, be 
characterized as investment 
advisory fees subject to the above 
limitation.  EACH CLIENT, 
THEREFORE, MAY PAY TAX ON 
MORE THAN THE NET PROFITS 
GENERATED BY ECLIPSE 
CAPITAL'S TRADING PROGRAM.  
EACH PROSPECTIVE CLIENT 
MUST CONSULT AND MUST 
DEPEND ON HIS OWN TAX 
ADVISOR REGARDING THE 
FEDERAL, STATE, LOCAL AND 
FOREIGN TAX CONSEQUENCES 
OF PARTICIPATING IN ECLIPSE 
CAPITAL'S TRADING PROGRAM.

(8)  Possible Effects of Speculative 
Position Limits.  The CFTC and the 
United States commodity 
exchanges have established limits 
on certain commodities referred to 
as "speculative position limits" on 
the maximum net long or short 
speculative positions that any 
person may hold or control in 
futures or options contracts traded 
on United States commodity 
exchanges.  Eclipse Capital also 
will be subject to position limits on 
the basis of all accounts 
(proprietary or client) under its 
management.

(9)  Adverse Effects of Increased 
Regulation of Financial Futures.  
As a result of the stock market 
decline during October 1987 and 
general volatility, there has been 
considerable public discussion, 
and congressional investigation, 
of the desirability of imposing 
major additional regulation on the 
financial and (in particular) the 
stock index futures 

8

<PAGE>

markets, including proposals for reduced 
speculative position limits and 
significantly increased margin 
requirements.  Some 
commentators have suggested 
eliminating the stock index futures 
market or "program trading" -- i. 
e., arbitraging between the stock 
index futures and the underlying 
stock markets - altogether.

Although it is not possible to 
predict what, if any, regulatory 
changes will in fact be imposed on 
the financial and stock index 
futures markets, any such 
regulations could significantly 
restrict Eclipse Capital's access 
to, and ability to allocate and 
reallocate assets to and from, 
financial and stock index futures 
positions, to the material detriment 
of Eclipse Capital's trading 
programs.  Any such regulations 
may also impair the liquidity of the 
financial and stock index futures 
markets, increasing the 
transaction costs associated with 
stock index futures contracts.

(10)  General Uncertainty 
Concerning Future Regulatory 
Changes.  In addition to possible 
changes in the regulation of the 
stock index and financial futures 
markets, other regulatory changes 
could have a material and adverse 
effect on clients' managed 
accounts' prospects for 
profitability.  The United States 
securities and commodities 
markets are subject to ongoing 
and substantial regulatory 
changes, and it is impossible to 
predict what statutory, 
administrative or exchange 
imposed restrictions may become 
applicable in the future.

(11)  Forward Trading is 
Unregulated.  Forward contracts 
are not traded on exchanges.  
Rather, banks and dealers act as 
principals in these markets.  
Neither the CFTC nor banking 
authorities currently regulate 
trading in forward contracts on 
currencies, and there is no 
limitation on the daily price 
movements of forward contracts.  
Speculative position limits are also 
not applicable to forward trading.

(12)  Trading in Options on 
Commodity Futures.  Trading in all 
options on commodities was 
prohibited in 1978 due to 
perceived abuses, but 
commodities options trading has 
been permitted since October 1, 
1982 pursuant to a "pilot program" 
established by the CFTC.  
Commodity options trading in the 
United States has now been made 
permanent and United States 
commodity exchanges are 
permitted to trade an unlimited 
number of such options (subject 
to CFTC approval).  There can be 
no assurance that any trading 
approach can successfully 
incorporate significant levels of 
options trading or the variety of 
new options which have recently 
become, and are expected in the 
near future to become, available 
for trading.  Although successful 
trading in options on futures 
contracts requires many of the 
same skills required for successful 
futures trading, the risks involved 
are somewhat different.

(13)  Foreign Futures and Options 
Trading.  Participation in foreign 
futures and foreign options 
transactions involves the 
execution and clearing of trades 
on or subject to the rules of a 
foreign board of trade.  Neither the 
CFTC, NFA nor any domestic 
exchange regulates activities of 
any foreign boards of trade, 
including the execution, delivery 
and clearing of transactions, or 
has the power to compel 
enforcement of the rules of a 
foreign board of trade or any 
applicable foreign laws.  Generally, 
the foreign transaction will be 
governed by applicable foreign 
law.  This is true even if the 
exchange is formally linked to a 
domestic market so that a position 
taken on the market may be 
liquidated by a transaction on 
another market.  Moreover, such 
laws or regulations will vary 
depending on the foreign country 
in which the foreign futures or 
foreign options transaction 
occurs.  For these reasons, 
customers who trade foreign 
futures or foreign options 
contracts may not be afforded 
certain of the protective measures 
provided by the Commodity 
Exchange Act, the Commission's 
Regulations and the Rules of the 
National Futures Association and 
any domestic exchange, including 
the right to use the reparation 
proceedings before the 
Commission and arbitration 
proceedings provided by the 
National Futures Association or 
any domestic futures exchange.  In 
particular, funds received from 
customers for foreign futures or 
foreign options transactions may 
not be provided the same 
protection as funds received in 
respect of transactions on United 
States futures exchanges.

                                                   9
<PAGE>

The price of any foreign futures or 
foreign options contract and, 
therefore, the potential profit and 
loss thereon, may be affected by 
fluctuating foreign exchange rates 
between the time an order is 
placed and the time it is liquidated, 
offset or exercised.

(14)  Potential Conflicts of Interest.  
Eclipse Capital's trading programs 
will be subject to certain potential 
conflicts of interest.  See 
"Potential Conflicts of Interest."

(15)  Special Disclosure for 
Notionally-Funded Accounts.  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.

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.  

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:

1.  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.
2.  You may receive more frequent 
and larger margin calls.
3.  The disclosures which 
accompany the performance 
summary may be used to 
convert the rates-of-return 
("RORs") in the performance 
summary to the corresponding 
RORs for particular partial 
funding levels.

The preceding list of risk factors 
does not purport to be a complete 
explanation of the risks involved in 
investing in Eclipse Capital's 
trading programs.  Each 
prospective client who intends to 
trade commodity interest 
contracts should carefully read 
this Disclosure Document, the 
Risk Disclosure Statement on the 
first page of this Disclosure 
Document, and the risk disclosure 
statements of the relevant FCM or 
IB with particular care and give 
due consideration to the risks 
described therein.  In addition, 
each prospective client is urged to 
consult with the prospective 
client's financial advisor.


PERFORMANCE HISTORY

The CFTC requires a commodity 
trading advisor to disclose to 
prospective customers the actual 
performance record of all 
accounts for which the trading 
advisor and its principals have had 
the authority to cause transactions 
to be effected without clients' 
specific authorization.  All 
performance information set forth 
below is current through 
September, 1996.

In the following performance 
summaries, Eclipse Capital has 
adopted a method of computing 
rate of return, referred to as the 
Time Weighting of Additions and 
Withdrawals method.

10
<PAGE>

              PERFORMANCE SUMMARY - GLOBAL MONETARY PROGRAM

Name of CTA:   Eclipse Capital Management, Inc.
Program:   Global Monetary Program
Inception of trading by CTA:   April 1986
Inception of trading in program:	   August 1990
Number of accounts open:   10
Number of accounts closed while profitable:   9
Number of accounts closed while unprofitable:   4
Assets under management in program (excluding Notional):   $53,350,671
Assets under management in program (including Notional):   $55,850,671
Assets under management in all programs (excluding Notional): $109,410,873
Assets under management in all programs (including Notional): $111,910,873
Largest monthly drawdown:   -14.62%  (July 1994)
Largest peak to valley drawdown:   -26.97%  (March to September 1994)

Monthly / Annual Rates Of Return (%)

<TABLE>
<CAPTION>
MONTH          1996    1995     1994    1993    1992     1991
<S>           <C>      <C>     <C>     <C>      <C>    <C>
January        5.45    -2.28    1.34    4.23    -6.77    1.15
February      -0.07     1.19    3.00    9.34    -5.38    8.01 
March         -0.30     4.52    6.09   -2.11     5.51   23.70
April          5.58     0.84   -3.43    1.42    -5.29   -3.29
May            1.96     8.09   -2.91   -1.02    -0.24  -13.06
June           0.11    -2.34    0.28    3.03    11.74   12.41
July           0.58     1.04  -11.70    3.09    16.56    8.99
August         3.04     6.80   -5.12    0.81     8.13   -0.51 
September      2.77    -0.57   -1.42    3.61   -10.27    3.23
October                 0.34    0.90    2.06     1.88   -0.96
November                2.16    4.50   -0.03     2.33    2.50
December               -0.64   -2.24    2.84    -2.50   16.96
Annual        20.60    20.21  -11.37   30.37    12.95   69.76
           (9 Months)
</TABLE>

Eclipse Capital began using the Fully-Funded Subset method to calculate 
Rates of Return for periods subsequent to August 1, 1996.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE 
RESULTS.

                                                                   11
<PAGE>
                  PERFORMANCE SUMMARY - GLOBAL YIELD PROGRAM

Name of CTA:   Eclipse Capital Management, Inc.
Program:   Global Yield Program
Inception of trading by CTA:   April 1986
Inception of trading in program:  April 1992
Number of accounts open:   1
Number of accounts closed while profitable:   5
Number of accounts closed while unprofitable:   6
Assets under management in program (excluding Notional):   $55,684,720
Assets under management in program (including Notional):   $55,684,720
Assets under management in all programs (excluding Notional): $109,410,873
Assets under management in all programs (including Notional): $111,910,873
Largest monthly drawdown:   -14.41%  (July 1994)
Largest peak to valley drawdown:   -26.10%  (May 1994 to January 1995)

Monthly / Annual Rates Of Return (%)

<TABLE>
<CAPTION>
MONTH          1996    1995     1994    1993    1992
<S>           <C>      <C>     <C>     <C>      <C>
January        1.54    -6.53    2.44    6.76
February       0.05    -3.90    2.06    6.65
March         -1.00     1.88    5.97   -1.47
April          1.67     2.08    0.25    0.63   -3.22
May            0.39    15.83   -0.92   -1.50   -0.60
June          -4.13    -1.05   -0.89    4.08    4.59
July           1.64     0.22   -6.53    2.86   12.79
August         3.86    -1.36   -1.85    5.50    2.39
September      3.34    -0.03    0.37   -0.32   -0.77
October                 0.28   -2.28    2.25    0.17
November                4.72    2.58    1.46    0.18
December                2.78   -0.65    1.95   -3.02
Annual         7.37    14.23    0.02   32.40   12.20
            (9 Months)                       (9 Months)
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

12
<PAGE>

              PERFORMANCE SUMMARY - FOREIGN EXCHANGE PROGRAM
                      (Not open to new investment)

Name of CTA:   Eclipse Capital Management, Inc.
Program:   Foreign Exchange Program
Inception of trading by CTA:   April 1986
Inception of trading in program:	   March 1992
Number of accounts open:   0
Number of accounts closed while profitable:   3
Number of accounts closed while unprofitable:   2
Assets under management in program (excluding Notional):   $0
Assets under management in program (including Notional):   $0
Assets under management in all programs (excluding Notional): $109,410,873
Assets under management in all programs (including Notional): $111,910,873
Largest monthly drawdown:   -20.86%  (September 1992)
Largest peak to valley drawdown:   -20.86%  (August 1992 to September 1992)

Monthly / Annual Rates Of Return (%)

<TABLE>
<CAPTION>
MONTH         1995     1994    1993    1992
<S>           <C>      <C>     <C>     <C>
January       3.15    -2.67   -2.64
February      3.94     0.61    7.86
March         2.79     1.99   -3.95   -1.95
April                 -4.30    3.21   -4.71
May                   -1.23   -0.48   -1.17
June                   4.19    1.98   16.44
July                  -2.71   -1.06   11.57
August                -2.67   -5.01   10.55
September             -1.48    4.79  -19.39
October                3.00    0.58    3.76
November               3.42   -1.55    1.92
December              -2.75    3.22    0.12
Annual        10.20   -4.93    6.35   13.18
           (3 Months)               (10 Months)
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

                                                      13
<PAGE>

             PERFORMANCE SUMMARY - FINANCIAL FUTURES ACCOUNT
                      (Not open to new investment)

Name of CTA:   Eclipse Capital Management, Inc.
Program:   Financial Futures Account
Inception of trading by CTA:   April 1986
Inception of trading in program:	   April 1986
Number of accounts open:   0
Number of accounts closed while profitable:   99
Number of accounts closed while unprofitable:   314
Assets under management in program (excluding Notional):   $0 
Assets under management in program (including Notional):   $0
Assets under management in all programs (excluding Notional): 
$109,410,873
Assets under management in all programs (including Notional): 
$111,910,873
Largest monthly drawdown:  -20.91%  (October 1991)
Largest peak to valley drawdown:   -69.20 (February 1989 to April 1992)

Monthly / Annual Rates Of Return (%)

<TABLE>
<CAPTION>
MONTH          1996       1995     1994    1993    1992     1991
<S>           <C>         <C>     <C>     <C>      <C>    <C>
January        6.19      -4.40    -1.17    0.98   -20.89   -14.51
February       0.06       2.22    15.82   29.00   -14.23    -2.14
March         -0.14      -5.18    12.35   -5.47     2.83    13.97
April          2.77               -3.67    1.72   -11.66    -9.98
May            0.93                3.84    3.16     0.81   -12.42
June          -5.13               -9.43   13.27    23.77     5.11
July                             -17.46    0.17    44.02     6.84
August                           -17.31    2.12    16.00    -1.64
September                          6.00    5.29   -14.15     0.62
October                           -2.14   -1.02    -6.02   -20.91
November                           4.97    0.00   -12.78    14.85
December                          -5.48    2.77     4.59    14.09
Annual          4.41     -7.33   -18.16   60.35    -5.43   -13.42
            (6 Months) (3 Months)
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS

14
<PAGE>

                    NOTES TO PERFORMANCE SUMMARIES

In the preceding performance summaries, Asset Under Management 
(excluding Notional) represents the total actual equity (including cash and 
cash equivalents) deposited in the accounts at the carrying FCM plus 
committed funds.
 
Asset Under Management (including Notional) represents the total actual 
equity (including cash and cash equivalents) deposited in the accounts at 
the carrying FCM plus committed funds plus notional funds.

Largest Monthly Drawdown is the largest monthly loss experienced by any 
single account in the relevant program in any calendar month expressed as 
a percentage of the total equity in such account in the program and 
includes the month and year of such drawdown.  Largest Peak to Valley 
Drawdown is the largest calendar month-end to calendar month-end loss 
experienced by any single account in the program  expressed as a 
percentage of total equity (including notional equity) in such account in the 
program.  

Prior to August 1, 1996, Monthly Rate of Return is calculated by dividing net 
performance by the sum total of the starting equity plus the time-weighted 
additions minus the time-weighted withdrawals for the period.  Beginning in 
1994, additions and withdrawals occurred other than at the beginning of the 
month and, consequently, additions and withdrawals made other than at 
the beginning of the month are time-weighted.  Time weight is calculated by 
multiplying an addition by the number of days in the period it was available 
for trading and/or a withdrawal by the number of days in the period it was 
not available for trading, and dividing by the total number of days in the 
period.  Prior to August 1, 1996, the time weighting of additions and 
withdrawals method yields the same rates of return as the Fully-Funded 
Subset Method (described below) since Eclipse Capital did not manage 
notional funds prior to August 1, 1996.

For the periods beginning after August 1, 1996, Eclipse Capital has adopted 
a new method of computing rate-of-return and performance disclosure, 
referred to as the Fully-Funded Subset method, pursuant to an Advisory 
published by the CFTC.  The Fully-Funded Subset refers to that subset of 
accounts included in the applicable composite which is funded entirely by 
Actual Funds (as defined in the Advisory).  To qualify for use of the Fully-
Funded Subset method, the Advisory requires that certain computations be 
made in order to arrive at the Fully-Funded Subset and that the accounts 
for which performance is so reported meet two tests which are designed to 
provide assurance that the Fully-Funded Subset and the resultant RORs are 
representative of the trading program.  Eclipse Capital has performed these 
computations for periods subsequent to August 1, 1996.

In July of 1994, because of a large addition occurring at mid-month and the 
timing of profits and losses during the month, the composite of the Global 
Yield Program shows a better return than accounts open for the entire 
month, due to the use of the time-weighted method.  The composite rate of 
return shown for July is -6.53%.  The composite return of the Global Yield 
Program without this account would have been -9.69%.  The return for the 
new account alone was -1.61%.

In March of 1995, all remaining accounts in the Financial Futures Account 
closed early in the month.  Using the time-weighted method of calculating 
the rate of return resulted in a material distortion of the performance result.
Therefore, for this month, the rate of return was calculated by dividing the 
net performance by the beginning net asset value.

                                                                15
<PAGE>

Annual Rate of Return is calculated by dividing the change in the net asset 
value of a hypothetical $1,000 investment (VAMI) during the period by the 
VAMI at the beginning of the period or at the commencement of trading.  
VAMI is calculated by multiplying (1 plus the period rate of return %) times 
the prior period value of a hypothetical $1,000 investment (VAMI).  

<TABLE>
             PERFORMANCE SUMMARY MATRIX - GLOBAL MONETARY PROGRAM
<CAPTION>
ACTUAL RATE           RATES OF RETURN BASED ON VARIOUS FUNDING LEVELS
 OF RETURN                             (3)
     (1)
<S>              <C>      <C>     <C>       <C>
 20.00%          25.00%   33.33%   50.00%   100.00%
 15.00%          18.75%   25.00%   37.50%    75.00%
 10.00%          12.50%   16.67%   25.00%    50.00%
  5.00%           6.25%    8.33%   12.50%    25.00%
 -5.00%          -6.25%   -8.33%  -12.50%   -25.00%
-10.00%         -12.50%  -16.67%  -25.00%   -50.00%
-15.00%         -18.75%  -25.00%  -37.50%   -75.00%
-20.00%         -25.00%  -33.33%  -50.00%  -100.00%
   100%             80%      60%      40%       20%
</TABLE>
                                 LEVEL OF FUNDING (2)

Footnotes to Rate Conversion Chart:

(1)  This column represents the range of actual rates of return for fully-
funded accounts reflected in accompanying Performance Summary for 
the Global Monetary Program.

(2)  This represents the percentage of actual funds divided by the fully-
funded trading level.

(3)  This represents the rate of return experienced by a customer at various 
levels of funding traded by Eclipse Capital.  The rates of return for 
accounts that are not fully-funded are inversely proportional to the 
actual rates of return based on the percentage level of funding.

16
<PAGE>

FEES

In exchange for providing its 
investment management services, 
Eclipse Capital's standard fee 
structure consists of two types of 
fees.  Eclipse Capital charges a 
monthly management fee equal to 
1/4 of 1% (3% annually) of an 
account's month-end equity plus 
its notional assets, if any 
(collectively, the "Trading Level"), 
which will be paid whether or not 
an account is profitable.  All 
management fees are expressed 
as a percentage of nominal 
account size but may vary when 
expressed as a percentage of 
actual funds.  For example, a 
management fee of 3% of a 
nominal account size will equal 6% 
when expressed as a percentage 
of actual funds for a 50% funded 
account.  For purposes of 
calculating management fees, a 
"month" shall be a calendar 
month.  Accounts opened or 
closed on a day other than the first 
day of the month will be charged a 
prorated management fee based 
on the actual number of days the 
account was open during the 
month.

Eclipse Capital also charges a 
managed account client a 
quarterly incentive fee equal to 
20% of the increase in an 
account's Trading Profits for the 
quarter.  The quarterly incentive 
fee will be payable only on 
cumulative profits in an account.  
If an account incurs a loss after an 
incentive fee payment is made, 
Eclipse Capital will retain the 
payment but will receive no further 
incentive fee in subsequent 
quarters until the account again 
achieves Trading Profits that 
exceed the highest previous 
Trading Profit at the end of a 
previous incentive period.  For 
purposes of calculating incentive 
fees, a "quarter" shall be deemed 
to begin on the first day of the 
month in which an account is 
opened and shall end on the last 
day of the third consecutive 
calendar month thereafter.  For 
example, if an account was 
opened in August, August would 
be the first month of the first 
quarter for incentive fee 
calculations.  Quarters for such an 
account would end in October, 
January, April and July.  
Management fees will be accrued, 
but brokerage commissions on 
open positions in an account will 
not be accrued, in calculating 
incentive fees.  Clients who have 
opened accounts with Eclipse 
Capital at different times may pay 
different fees, or similar fees at 
different rates, due to changes in 
Eclipse Capital's fee structure 
since it commenced management 
of client accounts.

Eclipse Capital reserves the right 
to charge more or less than its 
stated fees.  The fees charged to 
clients may vary due to account 
size, trading program selected, 
brokerage commissions, pre-
existing relationships with clients, 
etc.  Management fees may range 
between 0% and 8%.  Incentive 
fees may range between 0% and 
33%.

Eclipse Capital may elect to 
contract with independent parties 
(provided they possess the 
registrations required under the 
Commodity Exchange Act, as 
amended, and other applicable 
laws) in order to raise accounts for 
Eclipse Capital to manage.  
Eclipse Capital may share a 
portion of its management and/or 
incentive fees with such 
independent parties in exchange 
for fund-raising services.  In no 
event will such agreement have 
the effect of increasing the fees 
paid by clients.

Trading Profits. Trading Profits 
during a quarter means the sum of 
(a) the net of any profits and 
losses realized by all trades closed 
out during the quarter, and (b) the 
net of any unrealized profits and 
losses on open positions as of the 
end of the quarter, minus (c) the 
net of any unrealized profits or 
losses on open positions as of the 
end of the preceding quarter, (d) 
all expenses incurred or accrued 
during the quarter and (e) 
cumulative net realized losses, if 
any, carried forward from 
preceding quarters.  The 
withdrawal of equity from the 
account will result in a 
proportionate reduction in any 
cumulative net realized losses 
accrued as of the date of such 
withdrawal; the reduction will be in 
the same proportion that the 
amount withdrawn bears to the 
account equity prior to the 
withdrawal.  Any interest earned 
on assets in the account is not 
included in calculating Trading 
Profits.

                                                                17
<PAGE>

The incentive fee is due and 
payable on the last business day 
of any quarter in which Eclipse 
Capital has earned an incentive fee 
and with respect to a withdrawal 
made prior to a quarter-end.  The 
management fee is due and 
payable on the last business day 
of each month.  After the end of 
each month,  Eclipse Capital will 
prepare a Statement of Account 
setting forth the amount of any 
fees payable to it and furnish the 
Statement of Account to the 
client's broker. The client will be 
required to execute the Fee 
Payment Authorization appearing 
on the signature page of the 
Eclipse Capital Client Advisory 
Agreement and Trading 
Authorization authorizing such 
payments by the broker from the 
client's account.


POTENTIAL CONFLICTS OF 
INTEREST

Trading Own Accounts.  Eclipse 
Capital, its principals or its 
employees may invest in funds 
managed by Eclipse Capital, may 
trade commodity interest 
contracts for their own proprietary 
accounts and may test other 
trading programs and methods.  
For such accounts Eclipse Capital 
may use trading approaches which 
are different from the trading 
programs described in this 
Disclosure Document.  Therefore, 
it is possible that Eclipse Capital 
and/or its principals and 
employees may, from time to time, 
compete with a client account for 
similar commodity interest 
contract positions in one or 
several markets, or may take 
positions in their proprietary 
accounts which are opposite, or 
ahead of, the positions taken in a 
client account.  Eclipse Capital will 
permit clients to inspect such 
trading records during normal 
business hours on the premises of 
Eclipse Capital.

Trading Multiple Accounts.  
Eclipse Capital may in the future 
manage and trade additional 
accounts, including commodity 
pools.  Eclipse Capital will not, 
however, knowingly or deliberately 
favor one account over any other 
such account.

Because of price volatility, 
occasional variations in liquidity, 
and differences in order execution, 
it is impossible for Eclipse Capital 
to obtain identical trade execution 
for all of its clients.  Such 
variations and differences may 
produce differences in 
performance among client 
accounts over time.  In an effort to 
treat its clients fairly when block 
orders for client accounts are filled 
at different prices, Eclipse Capital 
assigns trades on a systematic 
basis.

No Other Conflicts.  There are no 
actual or potential conflicts of 
interest presently known to 
Eclipse Capital or its principals 
other than those disclosed herein.

CLIENT ADVISORY AGREEMENT

A client wishing to participate in 
Eclipse Capital's trading programs 
must authorize Eclipse Capital to 
manage his trading account 
pursuant to a grant of a limited 
power-of-attorney contained in 
Eclipse Capital's Client Advisory 
Agreement and Trading 
Authorization.  The agreement 
permits Eclipse Capital to place all 
buy and sell orders for foreign 
exchange forward contracts, 
futures contracts, options on 
futures contracts, and other 
commodity interests, and to make 
or take delivery in fulfillment of 
such interests.  In addition, the 
client will instruct the FCM 
carrying his account to transfer 
from the client's account amounts 
sufficient to pay Eclipse Capital's 
fees, which will be billed by 
Eclipse Capital directly to the 
client's account (see "Fees").  
However, except as indicated 
above, the Client Advisory 
Agreement and Trading 
Authorization allows only the 
client to withdraw funds from his 
account.  Eclipse Capital reserves 
the right to terminate the Client 
Advisory Agreement and Trading 
Authorization at any time.

18
<PAGE>

CLIENT BROKERAGE ACCOUNT

A client who wishes to participate 
in an Eclipse Capital trading 
program must open an account 
with the FCM of his choice, or 
alternatively in the case of foreign 
exchange trading, establish an 
adequate line of credit with a bank 
of his choice, which is acceptable 
to Eclipse Capital.  Eclipse Capital 
manages funds for clients at a 
number of FCMs and generally 
accepts new accounts at one of 
the established FCMs.  The client 
will be required to sign the 
appropriate new account forms, 
risk disclosure statements, and 
customer agreements of his FCM.  
A client does not deposit any 
funds with Eclipse Capital.  Rather, 
the client makes all deposits of 
funds with his FCM.  A client is 
also free to select an acceptable 
Introducing Broker ("IB") of his 
choice, if any, through which his 
accounts will be carried by his 
FCM.

Eclipse Capital has no affiliation or 
direct or indirect business 
relationship with any FCM or any 
IB whereby it may benefit, directly 
or indirectly, from the maintenance 
of a client's account with any FCM 
or IB.  Eclipse Capital will not 
receive or participate in brokerage 
commissions charged to client 
accounts.  The only compensation 
earned or to be earned, directly or 
indirectly, by Eclipse Capital from 
any of the accounts it manages 
will be from fees described herein 
or otherwise specifically 
negotiated with the client.

The client accepts that Eclipse 
Capital will have the right to direct 
all trades to any FCM or floor 
broker it chooses for execution 
with instructions to "give-up" to 
the customer's clearing broker.  At 
present, Eclipse Capital has no 
affiliation or business arrangement 
with any particular FCM or with 
any floor brokers affiliated with 
any particular FCMs, although it 
may in the future.  The clearing 
broker will then pay the floor 
brokerage and additional "give-
up" fees, unless otherwise 
approved by the client, to the 
executing FCM or floor broker 
from the client's account.  In 
addition, clients will be required to 
sign documentation which 
specifically authorizes Eclipse 
Capital to execute orders utilizing 
a give-up procedure and to enter 
into give-up agreements with the 
executing and clearing brokers 
involved, and authorizing Eclipse 
Capital to act on behalf of the 
client in negotiating those 
agreements.

The client, and not Eclipse Capital, 
is directly responsible for paying 
to the client's FCM or IB, as 
appropriate, all margins, option 
premiums, brokerage 
commissions and fees and 
expenses incurred in connection 
with transactions effected for the 
client's managed account by 
Eclipse Capital.  Brokerage 
commissions may be substantial.  
No assurance can be given by 
Eclipse Capital as to any minimum 
or maximum number of 
transactions which will be entered 
into for the client's managed 
account during any period for 
which a managed account is 
managed by Eclipse Capital.

The FCM or IB, as the case may 
be, at its own expense, will provide 
the client with a monthly statement 
of equity, as well as a record of the 
management and incentive fees 
paid to Eclipse Capital and the 
brokerage commissions paid to 
the FCM or IB.  In addition, the 
FCM will supply the client with a 
confirmation of every trade 
executed for the client's managed 
account and purchase and sale 
statements setting forth the 
realized gain or loss on each such 
liquidated position and the 
brokerage commissions charged.

A portion of the client's funds 
initially deposited with the client's 
FCM may be used to purchase 
United States Treasury bills for the 
client's account.  The Treasury 
bills may be utilized as original 
margin for transactions in futures 
contracts and for short option 
positions.  However, Treasury bills 
may not be used as variation 
margin or for the purchase of 
option contracts.  Accordingly, a 
portion of the client's assets in the 
account must be in the form of 
cash.  A client retains ultimate 
control over his account at his 
FCM and may close out such 
account completely at any time 
upon notice to his FCM in 
accordance with the terms of his 
client agreement with his FCM and 
applicable exchange rules.  

                                                                19
<PAGE>

Though Eclipse Capital will 
attempt to correct trading errors 
as soon as they are discovered, it 
will not be responsible for poor 
executions or trading errors 
committed by brokers or FCMs.


FURTHER INFORMATION

Any questions should be directed 
to Eclipse Capital at the address 
and telephone number listed on 
the cover page of this disclosure 
document.


MISCELLANEOUS

BECAUSE OF THE COMPLEXITY 
OF THE TAX LAWS AND THE 
DIFFERENT CONSIDERATIONS 
APPLICABLE TO EACH MANAGED 
ACCOUNT AND CLIENT, THIS 
DISCLOSURE DOCUMENT DOES 
NOT PROVIDE TAX ADVICE.  
EACH CLIENT SHOULD CONSULT 
HIS OR ITS OWN TAX ADVISORS 
TO DETERMINE THE TAX 
CONSEQUENCES OF AN 
INVESTMENT IN A MANAGED 
ACCOUNT.

THIS DISCLOSURE DOCUMENT 
DOES NOT PURPORT TO 
DISCUSS ALL OF THE RISKS 
CONCERNING TRADING IN 
COMMODITY FUTURES OR 
ECLIPSE CAPITAL'S GLOBAL 
FINANCIAL TRADING PROGRAMS.

IN ADDITION TO THIS 
DISCLOSURE DOCUMENT, AN 
ADDITIONAL RISK DISCLOSURE 
DOCUMENT AND VARIOUS 
RELATED DOCUMENTS OF THE 
RELEVANT FCM OR IB WILL BE 
PROVIDED FOR YOUR 
INSPECTION AND REVIEW.

20

<PAGE>

                                EXHIBIT "C"

Trading Limitations

         The Partnership will not:  (i) engage in pyramiding its Commodities
positions (i.e., the use of unrealized profits on existing positions to provide
margin for the acquisition of additional positions in the same or a related
commodity), but may take into account open trading equity on existing
positions in determining generally whether to acquire additional Commodities
positions; (ii) borrow or loan money (except with respect to the initiation or
maintenance of the Partnership's Commodities positions or obtaining lines
of credit for the trading of forward contracts; provided, however, that the
Partnership is prohibited from incurring any indebtedness on a non-recourse
basis); (iii) permit rebates or give-ups to be received by the General Partner
or its affiliates, or permit the General Partner or any affiliate to engage in
any reciprocal business arrangements which would circumvent the foregoing
prohibition; (iv) permit the Advisor to share in any portion of the commodity
brokerage fees paid by the Partnership; (v) commingle its assets, except as
permitted by law; or (vi) permit the churning of its commodity accounts.

         The Partnership will conform in all respects to the rules, regulations
and guidelines of the markets on which its trades are executed.

Trading Policies

         Subject to the foregoing limitations, the Advisor has agreed to abide
by the trading policies of the Partnership, which currently are as follows:

              (1)  Partnership funds will generally be invested in futures,
         forward and option contracts which are traded in sufficient volume to
         permit taking and liquidating positions.

              (2)  Stop or limit orders may, in the Advisor's discretion, be 
         given with respect to initiating or liquidating positions in order 
         to limit losses or secure profits.  If stop or limit orders are used,
         no assurance can be given, however, that Prudential Securities will 
         be able to liquidate a position at a specified stop or limit order 
         price, due to either the volatility of the market or the inability 
         to trade because of market limitations.

              (3)  The Partnership generally will not initiate an open 
         position in a futures contract (other than a cash settlement 
         contract) during any delivery month in that contract, except 
         when required by exchange rules, law or exigent market 
         circumstances.  This policy does not apply
         to forward and cash market transactions.

              (4)  The Partnership may occasionally make or accept delivery of
         a commodity, including, without limitation, currencies.  

              (5)  The Partnership will, from time to time, employ trading
         techniques such as spreads, straddles and conversions.

<PAGE>
(Exhibit "C" - cont'd)

              (6)  The Advisor will not initiate open positions which would
         result in net long or short positions requiring margin or premium for
         outstanding positions in excess of 15% of the Partnership's Net Asset
         Value allocated to the Advisor for any one commodity, or in excess of
         66% of the Partnership's Net Asset Value allocated to the Advisor for
         all Commodities combined.

              (7)  To the extent the Partnership engages in transactions in
         foreign currency forward contracts other than with or through
         Prudential Securities or its affiliates, the Partnership will only 
         engage in such transactions with or through a bank which as of the 
         end of its last fiscal year had an aggregate balance in its capital, 
         surplus and related accounts of at least $100,000,000, as shown 
         by its published financial statements for such year, and through 
         other broker-dealer firms with an aggregate balance in its 
         capital, surplus and related accounts of at least $50,000,000.

         The General Partner will be responsible for the management of non-
Commodities assets, with the assistance of Prudential Securities or other
affiliates.  At least 75% of the Partnership's Net Asset Value will be
maintained in interest-bearing U.S. Treasury obligations (primarily U.S.
Treasury bills), a significant portion of which will be utilized for margin
purposes (to the extent practicable) for the Partnership's Commodities
positions.  All interest earned on such funds will be paid to the Partnership.
The balance of the Partnership's Net Asset Value will be held in cash (to
avoid the daily buying and selling of interest-bearing obligations and to pay
ongoing expenses).

                                    -2-