<PAGE>

                                                                   Exhibit 10.11




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                          --------------------------

                       CERES TRADING LIMITED PARTNERSHIP


                          --------------------------

                          SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP



                         Dated as of September 8, 1997





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<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                                            Page
<S>          <C>                                                            <C>
ARTICLE I    DEFINITIONS.......................................................2

ARTICLE II   ORGANIZATIONAL MATTERS...........................................11
     2.1     Organization of Partnership......................................11
     2.2     Name.............................................................11
     2.3     Purpose..........................................................11
     2.4     Principal Office; Registered Office..............................11
     2.5     Term.............................................................11

ARTICLE III  CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS..........................11
     3.1     General Partner..................................................11
     3.2     Limited Partners.................................................12
     3.3     Globex Division..................................................13
     3.4     Capital Accounts.................................................13
     3.5     Interest.........................................................14
     3.6     No Withdrawal....................................................14
     3.7     Loans From Partners..............................................14
     3.8     Limited Partners.................................................15
     3.9     Issuance of Units................................................15
     3.10    Additional Limited Partner Capital Contributions.................17

ARTICLE IV   DISTRIBUTIONS AND ALLOCATIONS....................................18
     4.1     Nonliquidating Distributions.....................................18
     4.2     Allocations of Profits and Losses................................19
     4.3     Special Allocations..............................................20
     4.4     Indemnification and Reimbursement for Payments on Behalf of a
             Partner..........................................................21

ARTICLE V    MANAGEMENT.......................................................21
     5.1     Authority of General Partner.....................................21
     5.2     Limitations on General Partner Authority.........................23
     5.3     Partnership Qualifications and Filings...........................23
     5.4     Reliance by Third Parties........................................24
     5.5     Reimbursement of General Partner.................................24
     5.6     Outside Activities...............................................24
     5.7     Partnership Funds................................................25
     5.8     Dealings With General Partner....................................25
     5.9     Standard of Care.................................................26
     5.10    Purchase or Sale of Units........................................26
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>          <C>                                                            <C>
     5.11    Indemnification..................................................26
     5.12    Limitation of Liability..........................................27

ARTICLE VI   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS.......................27
     6.1     Limitation of Liability..........................................27
     6.2     Management of Business...........................................27
     6.3     No Right of Partition............................................28
     6.4     Outside Activities...............................................28
     6.5     Rights of Limited Partners Relating to the Partnership...........28

ARTICLE VII  RECORDS AND REPORTS..............................................29
     7.1     Records and Accounting...........................................29
     7.2     Fiscal Year......................................................29
     7.3     Reports..........................................................29

ARTICLE VIII TAX MATTERS......................................................30
     8.1     Preparation of Tax Returns.......................................30
     8.2     Tax Elections....................................................30
     8.3     Tax Controversies................................................30
     8.4     Information to Partnership.......................................30

ARTICLE IX   MEETINGS; VOTING; AMENDMENTS.....................................31
     9.1     Meetings.........................................................31
     9.2     Voting Rights....................................................32
     9.3     Amendments.......................................................32

ARTICLE X    TRANSFER OF PARTNERSHIP INTERESTS................................32
     10.1    Transfer in General..............................................32
     10.2    Transfer of General Partnership Interest.........................33
     10.3    Transfer of Units................................................34
     10.4    Remedies For Violation of Restrictions on Transfer...............34
     10.5    Transferee's Rights..............................................35

ARTICLE XI   ADMISSION OF PARTNERS............................................35
     11.1    Additional Limited Partners......................................35
     11.2    Substituted Limited Partners.....................................35
     11.3    Admission of a Successor General Partner.........................35
     11.4    Representations of New Partners..................................35

ARTICLE XII  WITHDRAWAL OR REMOVAL OF PARTNERS................................36
     12.1    Withdrawal of General Partner....................................36
     12.2    Election of Successor General Partner............................36
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>          <C>                                                            <C>
     12.3    Liquidation of General Partner's Interest........................37
     12.4    Former General Partner's Liabilities.............................37
     12.5    Withdrawal of Limited Partners...................................37
     12.6    Removal of Limited Partners......................................38

ARTICLE XIII DISSOLUTION AND LIQUIDATION......................................38
     13.1    Dissolution......................................................38
     13.2    Election to Continue Partnership.................................38
     13.3    Liquidation......................................................39
     13.4    Distribution in Kind.............................................40
     13.5    General Partner Deficit Makeup...................................41
     13.6    Cancellation of Certificate of Limited Partnership...............41
     13.7    Reasonable Time for Winding Up...................................41
     13.8    Return of Capital................................................41

ARTICLE XIV  VALUATION........................................................41

ARTICLE XV   GENERAL PROVISIONS...............................................42
     15.1    Power of Attorney................................................42
     15.2    Title to Partnership Assets......................................43
     15.3    Addresses and Notices............................................43
     15.4    Binding Effect...................................................43
     15.5    Creditors........................................................43
     15.6    Waiver...........................................................44
     15.7    Counterparts.....................................................44
     15.8    Applicable Law; Consent to Jurisdiction..........................44
     15.9    Invalidity of Provisions.........................................44
     15.10   Number and Gender................................................44
     15.11   Further Action...................................................44
     15.12   Integration......................................................44
     15.13   Including........................................................45
</TABLE>

                                      iii
<PAGE>

                       CERES TRADING LIMITED PARTNERSHIP

                          SECOND AMENDED AND RESTATED
                          ---------------------------
                        AGREEMENT OF LIMITED PARTNERSHIP
                        --------------------------------


          This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is
entered into by and between the Board of Trade of the City of Chicago, an
Illinois corporation, as General Partner, and any and all Persons who are or
hereafter become Limited Partners.

          WHEREAS, the Board of Trade of the City of Chicago, as General
Partner, and the Limited Partners, have heretofore formed a limited partnership
pursuant to the Delaware Act;

          WHEREAS, the parties hereto are parties to the Amended and Restated
Agreement of Limited Partnership dated as of April 1, 1994;

          WHEREAS, there have been no activities or operations of the Globex
Division of the Partnership since December 22, 1994;

          WHEREAS, the Board of Trade of the City of Chicago, acting in its
capacity as the General Partner of the Partnership, on August 19, 1997 amended
Section 3.8(b) of the Amended and Restated Agreement of Limited Partnership
pursuant to that certain Addendum to Ceres Trading Limited Partnership Amended
and Restated Agreement of Limited Partnership dated April 1, 1994;

          WHEREAS, the membership of the Board of Trade of the City of Chicago,
acting in their capacities both as members of the Board of Trade of the City of
Chicago and as Limited Partners of the Partnership on September 2, 1997 voted to
approve certain propositions relating to Chicago Board Brokerage, including the
creation of the CBB Division of the Partnership as set forth herein;

          WHEREAS, the Project A System includes certain technology which is not
a local area network and was not developed under the name "Project A"; and

          WHEREAS, the parties desire to continue the limited partnership and to
amend and restate the Amended and Restated Agreement of Limited Partnership in
its entirety as set forth herein and to give such Amended and Restated Agreement
of Limited Partnership effect as of September 8, 1997;

           NOW, THEREFORE, the parties hereto hereby agree as follows:

                                       1
<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

          The following definitions shall be applied to the terms used in this
Agreement for all purposes, unless otherwise clearly indicated to the contrary.

          "Additional Limited Partner" means a Person admitted to the
Partnership as a Limited Partner pursuant to Section 11.1.

          "Adjusted Capital Account Deficit" means with respect to any Capital
Account as of the end of any Taxable Year, the amount by which the balance in
such Capital Account is less than zero.  For this purpose, the balance of a
Person's Capital Account shall be (i) reduced for any items described in
Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and (ii)
increased for any amount such Person is treated as being obligated to contribute
to the Partnership pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(c)
(relating to partner liabilities to a partnership) or Treasury Regulation
Section 1.704-2(g) and (i)(5) (relating to minimum gain).  A Partner's Adjusted
Capital Account Deficit shall be determined separately with respect to each
Partnership Division Capital Account.

          "Affiliate" means any Person that directly or indirectly controls, is
controlled by, or is under common control with the Person in question.
"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.  Neither the
Partnership nor any Person controlled by it shall be deemed an Affiliate of the
General Partner for any purpose hereunder.

          "Agreement" means this Second Amended and Restated Agreement of
Limited Partnership, as it may be amended, supplemented or restated from time to
time.

          "Amended and Restated Agreement of Limited Partnership" means the
Amended and Restated Agreement of Limited Partnership of Ceres Trading Limited
Partnership, dated as of April 1, 1994.

          "Associate Member" or "Associate Member of the CBOT" means any Person
who is a member of the CBOT and whose membership is of the category contemplated
by Rule 211.00 of the Rules and Regulations of the CBOT.

          "Associate Membership" means a membership of the category contemplated
by Rule 211.00 of the Rules and Regulations of the CBOT.

          "Base Rate" means the corporate base rate of interest publicly
announced by The First National Bank of Chicago from time to time, changing when
and as said corporate base rate changes.

                                       2
<PAGE>

          "Book Value" means, with respect to any Partnership property, the
Partnership's adjusted basis for federal income tax purposes, as further
adjusted from time to time as required or permitted by Treasury Regulation
Section 1.704-1(b)(2)(iv)(d)-(g).

          "Business Day" means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States shall
not be regarded as a Business Day.

          "Capital Account" means a Partner's Data Services Division Capital
Account, Foreign Consultancy Division Capital Account, CBB Division Capital
Account or Electronic Trading Division Capital Account.

          "Capital Contribution" means any cash, cash equivalents or other
property which a Partner contributes or is deemed to have contributed to the
Partnership pursuant to Section 3.1, 3.2 or 3.10.

          "Cash Flow" means, with respect to any Fiscal Period, Cash Receipts
during such Fiscal Period, increased by any amounts withdrawn from Reserves
during such Fiscal Period, and reduced (but not below zero) by any amounts used
during such Fiscal Period to establish or add to such Reserves as the General
Partner deems necessary or appropriate, or to pay Partnership expenses, debt
service (including prepayments) or capital expenditures.  Cash Flow shall be
determined separately with respect to each Partnership Division.

          "Cash Receipts" means all sums actually received by the Partnership in
the course of the Partnership's business, including from any sale, exchange,
borrowing, refinancing or disposition of any of the Partnership's assets.
Amounts held in escrow, trust or any similar arrangement shall not constitute
Cash Receipts unless or until, and only to the extent that, such amounts are
made available to the Partnership or are used to pay Partnership expenses, debt
service or capital expenditures.

          "CBB Division" means all of the activities of the Partnership
relating to Chicago Board Brokerage.

          "CBB Division Capital Account" means the capital account, as
determined in the sole and conclusive discretion of the General Partner,
maintained for a Partner pursuant to Section 3.4 with respect to that Partner's
interest in the CBB Division.

          "CBB Division Cash Flow" means Cash Flow which the General Partner
determines, in its sole and conclusive discretion, is attributable to the CBB
Division.

          "CBB Division Profits and Losses" means Profits and Losses which the
General Partner determines, in its sole and conclusive discretion, are
attributable to the CBB Division.

          "CBOT" means the Board of Trade of the City of Chicago, a voluntary
membership association created by special act of the Illinois legislature.

                                       3
<PAGE>

          "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of Ceres Trading Limited Partnership as filed with the Secretary of
State of Delaware as it may be amended, supplemented or restated from time to
time.

          "Chicago Board Brokerage" means Chicago Board Brokerage, L.L.C., a
Delaware limited liability company, or any successor entity.

          "Claims" has the meaning set forth in Section 5.11(a).

          "Class A Limited Partner" means any Limited Partner shown on the
Partnership's books and records as the owner of one or more Class A Units.

          "Class A-1 Limited Partner" means any Limited Partner shown on the
Partnership's books and records as the owner of one or more Class A-1 Units.

          "Class A-2 Limited Partner" means any Limited Partner shown on the
Partnership's books and records as the owner of one or more Class A-2 Units.

          "Class A-3 Limited Partner" means any Limited Partner shown on the
Partnership's books and records as the owner of one or more Class A-3 Units.

          "Class A-4 Limited Partner" means any Limited Partner shown on the
Partnership's books and records as the owner of one or more Class A-4 Units.

          "Class A Unit" means each Unit issued pursuant to Section 3.9(a).

          "Class A-1 Unit" means each Unit issued pursuant to Section 3.9
(a)(i).

          "Class A-2 Unit" means each Unit issued pursuant to Section
3.9(a)(ii).

          "Class A-3 Unit" means each Unit issued pursuant to Section
3.9(a)(iii).

          "Class A-4 Unit" means each Unit issued pursuant to Section
3.9(a)(iv).

          "Class B Limited Partner" means any Limited Partner shown on the
Partnership books and records as the owner of one or more Class B Units.

          "Class B Unit" means each Unit issued pursuant to Section 3.9(b).

          "Clearing Member" or "Clearing Member of the CBOT" means any person
who is a member of the CBOT and is also a member of the Board of Trade Clearing
Corporation.

          "Code" means the United States Internal Revenue Code of 1986, as
amended and effective as of the date hereof.  Such term shall be deemed to
include amendments to such statute and

                                       4
<PAGE>

any corresponding provisions of succeeding statutes to the extent the General
Partner, in its sole and conclusive discretion, determines to apply the same.

          "COM Member" or "COM Member of the CBOT" means any Person who is a
membership interest holder of the CBOT and whose membership interest is of the
category contemplated by Rule 293.00 of the Rules and Regulations of the CBOT.

          "COM Membership" means a membership interest of the category
contemplated by Rule 293.00 of the Rules and Regulations of the CBOT.

          "Data Services Division" means all of the activities of the
Partnership relating to the development, marketing and management of certain new
financial and transactional information, data processing and dissemination
services.

          "Data Services Division Capital Account" means the capital account, as
determined in the sole and conclusive discretion of the General Partner,
maintained for a Partner pursuant to Section 3.4 with respect to that Partner's
interest in the Data Services Division.

          "Data Services Division Cash Flow" means Cash Flow which the General
Partner determines, in its sole and conclusive discretion, is attributable to
the Data Services Division.

          "Data Services Division Profits and Losses" means Profits and Losses
which the General Partner determines, in its sole and conclusive discretion, are
attributable to the Data Services Division.

          "Delaware Act" means the Delaware Revised Uniform Limited Partnership
Act, as it may be amended from time to time, and any successor to the Delaware
Act.

          "Distribution" means any amount distributed by the Partnership
pursuant to Section 4.1, 13.3(c)(iv), (v) or (vi), or 13.4.

          "Electronic Trading  Division" means all of the activities of the
Partnership relating to the Electronic Trading System.

          "Electronic Trading Division Capital Account" means the capital
account, as determined in the sole and conclusive discretion of the General
Partner, maintained for a Partner pursuant to Section 3.4 with respect to that
Partner's interest in the Electronic Trading Division.

          "Electronic Trading Division Cash Flow" means Cash Flow which the
General Partner determines, in its sole and conclusive discretion, is
attributable to the Electronic Trading Division.

          "Electronic Trading Division Profits and Losses" means Profits and
Losses which the General Partner determines, in its sole and conclusive
discretion, are attributable to the Electronic Trading Division.

                                       5
<PAGE>

          "Electronic Trading System" means the electronic trading systems owned
or licensed by the Partnership including, but not limited to, the local area
network electronic trading system developed under the name "Project A."

          "Electronic Trading System Clearing Volume" means the amount of a
Class B Limited Partner's clearing volume on the Electronic Trading System, with
respect to contracts traded on the CBOT, relative to the clearing volume of all
Class B Limited Partners, with respect to contracts traded on the CBOT, that the
General Partner, in its sole and conclusive discretion, determines is
attributable to such Class B Limited Partner based upon revenues generated for
the Electronic Trading System attributable to such Class B Limited Partner's
clearing activity on the Electronic Trading System relative to such revenues
attributable to all Class B Limited Partners.

          "Fair Market Value" means, with respect to any asset, its fair market
value determined according to Article XIV.

          "Fiscal Period" means any interim accounting period established by
the General Partner within a Fiscal Year.

          "Fiscal Year" means the Partnership's annual accounting period
established pursuant to Section 7.2.

          "Foreign Consultancy Division" means all of the activities of the
Partnership relating to the rendition of consulting services to foreign entities
and the acquisition and ownership of equity participation rights and interests
in or relating to such foreign entities.

          "Foreign Consultancy Division Capital Account" means the capital
account, as determined in the sole and conclusive discretion of the General
Partner, maintained for a Partner pursuant to Section 3.4 with respect to that
Partner's interest in the Foreign Consultancy Division.

          "Foreign Consultancy Division Cash Flow" means Cash Flow which the
General Partner determines, in its sole and conclusive discretion, is
attributable to the Foreign Consultancy Division.

          "Foreign Consultancy Division Profits and Losses" means Profits and
Losses which the General Partner determines, in its sole and conclusive
discretion, are attributable to the Foreign Consultancy Division.

          "Full Member" or "Full Member of the CBOT" means any Person who is a
member of the CBOT with full voting and other privileges as contemplated by the
Rules and Regulations of the CBOT.

          "Full Membership" means a membership interest as contemplated by the
Rules and Regulations of the CBOT.

                                       6
<PAGE>

          "General Partner" means the Person listed as General Partner in the
introduction to this Agreement, or any Successor General Partner, in its
capacity as general partner of the Partnership.

          "General Partnership Interest" means the Partnership Interest held by
the General Partner.

          "GIM Member" or "GIM Member of the CBOT" means any Person who is a
membership interest holder of the CBOT and whose membership interest is of the
category contemplated by Rule 291.00 of the Rules and Regulations of the CBOT,
or any Person who, after purchase of a GIM Member's membership interest, becomes
the owner of a one-half participation in an Associate Membership as contemplated
by Rule 296.00 of the Rules and Regulations of the CBOT.

          "GIM Membership" means a membership interest of the category
contemplated by Rule 291.00 of the Rules and Regulations of the CBOT.

          "Globex Division" means all of the activities of the Partnership which
related to the off-hours electronic trading system of GLOBEX Joint Venture,
L.P., a Delaware limited partnership, which was developed in conjunction with
Reuter Futures Services Inc., a Colorado corporation.  On December 22, 1994,
the General Partner, in its capacity as General Partner, discontinued the
Partnership's participation in the Globex Joint Venture, L.P., and the Globex
Division was liquidated.

          "Globex Division Capital Account" means the capital account that had
been maintained for a Partner with respect to that Partner's interest in the
Globex Division.

          "Globex Division Cash Flow" means Cash Flow which the General Partner
determined was attributable to the Globex Division.

          "Globex Division Profits and Losses" means Profits and Losses which
the General Partner determined were attributable to the Globex Division.

          "IDEM Member" or "IDEM Member of the CBOT" means any Person who is a
membership interest holder of the CBOT and whose membership interest is of the
category contemplated by Rule 292.00 of the Rules and Regulations of the CBOT.

          "IDEM Membership" means a membership interest of the category
contemplated by Rule 292.00 of the Rules and Regulations of the CBOT.

          "Initial Issuance Date" means the date on which Units were first
issued pursuant to Section 3.8 of the original agreement of limited partnership
of Ceres Trading Limited Partnership.

          "Indemnified Person" has  the meaning set forth in Section 5.11(a).

          "Indemnifying Partner" has the meaning set forth in Section 4.4(a).

                                       7
<PAGE>

          "Issue Price" means, with respect to any Unit, the amount required to
be paid to the Partnership for such Unit pursuant to Section 3.9.

          "Limited Partner" means any Person admitted to the Partnership as a
Substituted Limited Partner or Additional Limited Partner, and the General
Partner in its capacity as owner of any Units; but only so long as such Person
is shown on the Partnership's books and records as the owner of one or more
Units.

          "Liquidator" has the meaning set forth in Section 13.3.

          "Losses" means items of Partnership loss and deduction determined
according to Section 3.4(b).

          "Majority Interest" means more than 50% of the Percentage Interests
represented by Units held by Limited Partners on the day for any determination
requiring approval of a Majority Interest.

          "Minimum Gain" means the partnership minimum gain determined pursuant
to Treasury Regulation Section 1.704-2(d).

          "Partner" means a General Partner or a Limited Partner.

          "Partnership" means Ceres Trading Limited Partnership as it may be
constituted from time to time.

          "Partnership Divisions" means the CBB Division, Data Services
Division, Foreign Consultancy Division and Electronic Trading Division.

          "Partnership Interest" means the interest of a Partner in Profits,
Losses and Distributions and his other rights and obligations as a Partner in
his capacity as such.

          "Percentage Interests" means, as of any particular time and subject to
adjustment as provided in this Agreement, (a) as to each Class A-1 Limited
Partner, 63.20% multiplied by a fraction, the numerator of which is the number
of Class A-1 Units owned by such Limited Partner and the denominator of which is
the aggregate number of Class A-1 Units issued and outstanding; (b) as to each
Class A-2 Limited Partner, 5.6487% multiplied by a fraction, the numerator of
which is the number of Class A-2 Units owned by such Limited Partner and the
denominator of which is the aggregate number of Class A-2 Units issued and
outstanding; (c) as to each Class A-3 Limited Partner, 0.8713% multiplied by a
fraction, the numerator of which is the number of Class A-3 Units owned by such
Limited Partner and the denominator of which is the aggregate number of Class A-
3 Units issued and outstanding; (d) as to each Class A-4 Limited Partner, 0.28%
multiplied by a fraction, the numerator of which is the number of Class A-4
Units owned by such Limited Partner and the denominator of which is the
aggregate number of Class A-4 Units issued and outstanding; (e) as to each Class
B Limited Partner, 20% multiplied by a fraction, the numerator of which is the
number

                                       8
<PAGE>

of Class B Units held by such Limited Partner and the denominator of which is
the aggregate number of Class B Units issued and outstanding; and (f) as to the
General Partner, 10%.

          "Person" means an individual or a corporation, partnership, trust,
unincorporated organization, association or other entity.

          "Preferred Interest" means the balance, from time to time, of any
Capital Account of the General Partner maintained with respect to any Capital
Contribution described in the last sentence of Section 3.1, adjusted pursuant to
Section 3.4(a) to reflect any prior distributions pursuant to Section 4.1(e) or
13.3(c)(iv) and any prior allocations of Profits pursuant to Section 4.2(e).

          "Preferred Return" means an amount calculated on a daily basis equal
to the product of (i) the remainder of (A) the Base Rate plus one percentage
point divided by (B) 365, multiplied by (ii) the excess of (A) the aggregate
amount of the General Partner's Capital Contributions described in the last
sentence of Section 3.1 made on or prior to the calculation date with respect to
a Partnership Division plus the aggregate amount of all Preferred Returns for
all prior Fiscal Years with respect to such Partnership Division over (B) the
aggregate amount of all distributions made on or prior to the calculation date
to the General Partner with respect to the Preferred Interest in such
Partnership Division.

          "Profits" means items of Partnership income and gain determined
according to Section 3.4(b).

          "Reserves" means amounts set aside on the Partnership's books to
provide for the Partnership's reasonable working capital requirements and its
estimated future expenses, debt service or capital expenditures (including
reasonable amounts set aside for unforeseen and contingent liabilities).
Reserves shall be determined separately with respect to each Partnership
Division.

          "Securities Act" means the United States Securities Act of 1933 and
applicable rules and regulations thereunder, and any successor to such statute,
rules or regulations.  Any reference herein to a specific section, rule or
regulation of or under the Securities Act shall be deemed to include any
corresponding provisions of future law.

          "Substituted Limited Partner" means a Person that is admitted as a
Limited Partner to the Partnership pursuant to Section 11.2.

          "Successor General Partner" means any Person admitted as a general
partner of the Partnership pursuant to Section 11.3.

          "Taxable Year" means the Partnership's accounting period for federal
income tax purposes determined pursuant to Section 8.2.

          "Treasury Regulations" means the income tax regulations promulgated
under the Code and effective as of the date hereof.  Such term shall be deemed
to include any amendments to

                                       9
<PAGE>

such regulations and any corresponding provisions of succeeding regulations to
the extent the General Partner, in its sole and conclusive discretion,
determines to apply the same.

          "Unit" means (i) with respect to Class A Units, each Partnership
Interest issued pursuant to Section 3.9(a), and (ii) with respect to Class B
Units, each Partnership Interest issued pursuant to Section 3.9(b).

          "Unitholder" means any Partner in its capacity as owner of one or more
Units as reflected on the Partnership's books and records.

          "Valuation Date" has the meaning set forth in Article XIV.

          "Withdrawal date" has the meaning set forth in Section 13.2.

                                   ARTICLE II

                             ORGANIZATIONAL MATTERS

          2.1  Organization of Partnership.  The General Partner and the
Limited Partners hereby agree to organize the Partnership as a limited
partnership pursuant to the provisions of the Delaware Act.  Except as expressly
provided herein to the contrary, the rights and obligations of the Partners and
the administration and termination of the Partnership shall be governed by the
Delaware Act.

          2.2  Name.  The name of the Partnership shall be Ceres Trading
Limited Partnership.  The General Partner in its sole and conclusive discretion
may change the name of the Partnership at any time and from time to time.  The
Partnership's business may be conducted under its name and/or any other name or
names deemed advisable by the General Partner.

          2.3  Purpose.  The purpose of the Partnership shall be to carry on any
activities which may lawfully be carried on by a limited partnership organized
pursuant to the Delaware Act, including without limitation engaging in
activities related to financial and futures markets and the acquisition,
financing, holding, management, development, improvement, maintenance,
operation, leasing, sale, exchange, and other disposition of any direct or
indirect interest in any real or personal property, and exercising such powers
as are necessary or appropriate in connection with the foregoing.

          2.4  Principal Office; Registered Office.  The principal office of the
Partnership shall be at 141 West Jackson Boulevard, Chicago, Illinois or such
other place as the General Partner may from time to time in its sole and
conclusive discretion designate. The Partnership may maintain other offices at
such place or places as the General Partner deems advisable. The address of the
registered office of the Partnership in the State of Delaware shall be 1209
Orange Street, Wilmington, Delaware 19801, and the registered agent for service
of process on the Partnership in the State of Delaware at such registered office
shall be The Corporation Trust Company.

                                      10
<PAGE>

          2.5  Term.  The Partnership shall commence upon the filing of the
Certificate of Limited Partnership according to the Delaware Act and shall
continue in existence until termination pursuant to Article XIII.

                                  ARTICLE III

                    CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

          3.1  General Partner.  The General Partner, in its capacity as
General Partner, has contributed the following amounts to the Partnership's
capital allocated to the Capital Accounts as follows:

<TABLE>
          <S>                                             <C>
          Electronic Trading Division Capital Account       50,000

          Data Services Division Capital Account            15,000

          Foreign Consultancy Division Capital Account       2,500

          CBB Division Capital Account                    $260,000
</TABLE>

The General Partner, in its capacity as General Partner, may from time to time
contribute additional cash or cash equivalents to the Partnership's capital in
exchange for a Preferred Interest in the Partnership Division with respect to
which such additional contribution is made.

          3.2  Limited Partners.  Each Limited Partner who is issued Units by
the Partnership pursuant to Section 3.9 shall be treated as having contributed
to the Partnership's capital an amount equal to the Issue Price for such Units.
Each Class A Limited Partner has contributed (or a contribution has been made on
such Limited Partner's behalf) to the Partnership's capital in cash or cash
equivalents allocated to the Capital Accounts of such Limited Partner as
follows:

                                      11
<PAGE>

<TABLE>
<CAPTION>
                     Electronic     Data       Foreign
                      Trading     Services   Consultancy     CBB
                     Division     Division    Division     Division
                      Capital     Capital      Capital     Capital
                      Account     Account      Account     Account
                     ----------   --------   -----------   --------
      <S>            <C>          <C>        <C>           <C>
      Class A-1       $225.39      $86.94       $14.49     $515.00

      Class A-2         37.56       14.49         2.41       86.00

      Class A-3         18.78        7.24         1.20       43.00

      Class A-4          1.09        0.42         0.07        2.00
</TABLE>

          3.3  Globex Division From June 2, 1992, to December 22, 1994, the
Partnership held an interest in the Globex Joint Venture, L.P., through the
Partnership's Globex Division.  When the Globex Division was initially
constituted, the General Partner contributed $200,000 to the General Partner's
Globex Division Capital Account.  Before December 22, 1994, each Limited Partner
contributed to the Partnership's capital a per Unit issue price, approximately
80% of which was allotted to such Limited Partner's Globex Division Capital
Account.  On December 22, 1994, the Globex Joint Venture, L.P. was dissolved,
ending the Partnership's participation in the venture.  Upon such dissolution,
and consistent with a ballot vote of a Majority Interest, the General Partners
dissolved the Globex Division, first by making distributions of Globex Division
Cash Flow and allocations of Globex Division Profits and Losses for all periods
ending on or before December 22, 1994, and then by liquidating all Globex
Division assets in the order of priority set forth in the Amended and Restated
Agreement of Limited Partnership dated April 1, 1994.  There were no proceeds
available for distribution after payment of partnership obligations.  If there
had been proceeds from the Globex Division liquidation, they would have been
distributed to the Partners to the extent of, and in proportion to, their
respective Globex Division Capital Account balances.  No assets or obligations
of the Globex Division were transferred to any other Division of the
Partnership.

          3.4  Capital Accounts.

          (a) The Partnership shall establish for each Partner a Capital Account
for each of the Partnership Divisions in which such Partner has an interest.
The Partnership also shall establish for the General Partner a Capital Account
for each of the Partnership Divisions with respect to which the General Partner
has made a Capital Contribution described in the last sentence of Section 3.1.
Except as otherwise provided in this Agreement, the Capital Accounts shall be
maintained according to the rules of Treasury Regulation Section 1.704-
1(b)(2)(iv). For this purpose, the Partnership shall not, upon the occurrence of
the events specified in Treasury Regulation Section 1. 704-1(b)(2)(iv)(f),
except upon complete liquidation of the Partnership, increase or decrease the
Capital Accounts according to the rules of such regulation and Treasury
Regulation Section 1.704-1(b)(2)(iv)(g) to reflect a revaluation of Partnership
property.

                                      12
<PAGE>

          (b) For purposes of computing the amount of any item of Partnership
income, gain, loss or deduction to be allocated pursuant to Article IV and to be
reflected in the Capital Accounts, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes (including any
method of depreciation, cost recovery or amortization used for this purpose),
provided that:

           (i) The computation of all items of income, gain, loss and deduction
     shall include those items described in Code Section 705(a) (1) (B) or
     Treasury Regulation Section 1.704  1(b)(2)(iv)(i), without regard to the
     fact that such items are not includable in gross income or are not
     deductible for federal income tax purposes.

           (ii) If the Book Value of any Partnership property is adjusted
     pursuant to Treasury Regulation Section 1.704-(b)(2)(iv)(e) or (f), the
     amount of such adjustment shall be taken into account as gain or loss from
     the disposition of such property.

           (iii) Items of income, gain, loss or deduction attributable to the
     disposition of Partnership property having a Book Value that differs from
     its adjusted basis for tax purposes shall be computed by reference to the
     Book Value of such property.

           (iv) Items of depreciation, amortization and other cost recovery
     deductions with respect to Partnership property having a Book Value that
     differs from its adjusted basis for tax purposes shall be computed by
     reference to the property's Book Value according to Treasury Regulation
     Section 1.7041(b)(2)(iv)(g).

           (v) To the extent an adjustment is required to be made to the Capital
     Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(j),(k)
     or (m), the amount of such adjustment shall be treated as an item of gain
     (if the adjustment increases the Capital Accounts) or loss (if the
     adjustment decreases the Capital Accounts).

          3.5  Interest.  No interest shall be paid by the Partnership on
Capital Contributions or on balances in Capital Accounts.

          3.6  No Withdrawal.  No Person shall be entitled to withdraw any part
of his Capital Contribution or Capital Account or to receive any Distribution
from the Partnership, except as expressly provided herein.

          3.7  Loans From Partners.  Loans by Partners to the Partnership shall
not be considered Capital Contributions. If any Partner shall advance funds to
the Partnership in excess of the amounts required (or, in the case of a Capital
Contribution described in the last sentence of Section 3.1, permitted) hereunder
to be contributed by him to the capital of the Partnership, the making of such
advances shall not result in any increase in the amount of the Capital Account
of such Partner. The amount of any such advances shall be a debt of the
Partnership to such Partner and shall be payable or collectible only out of the
Partnership assets according to the terms and conditions upon which such
advances are made.

                                      13
<PAGE>

          3.8  Limited Partners.  There shall be two classes of Limited
Partners, Class A and Class B. Class A Limited Partners shall be further divided
into sub-classes, Class A-1, Class A-2, Class A-3, and Class A-4.

          3.9  Issuance of Units.

          (a) Class A Units.

          (i) Class A-1 Units.  Class A-1 Units may be issued only to Full
     Members of the CBOT.  There shall be 1,402 Class A-1 Units, or such other
     number as shall be determined as provided below or by the General Partner
     in its sole and conclusive discretion.

          (ii) Class A-2 Units.  Class A-2 Units may be issued only to
     Associate Members of the CBOT.  There shall be 752 Class A-2 Units, or such
     other number as shall be determined as provided below or by the General
     Partner in its sole and conclusive discretion.

          (iii) Class A-3 Units.  Class A-3 Units may be issued only to GIM
     Members of the CBOT.  There shall be 232 Class A-3 Units or such other
     number as shall be determined as provided below or by the General Partner
     in its sole and conclusive discretion.

          (iv) Class A-4 Units.  Class A-4 Units may be issued only to COM
     Members and IDEM Members of the CBOT.  There shall be 1,285 Class A-4 Units
     or such other number as shall be determined as provided below or by the
     General Partner in its sole and conclusive discretion.

          It is hereby expressly acknowledged and agreed that, as a result of
certain Full Members, Associate Members, GIM Members and COM Members choosing
not to become Limited Partners on the Initial Issuance Date, Class A Units were
issued to the General Partner as of such date.  Nothing contained in this
Agreement shall prohibit the General Partner from holding such Class A Units.

          If, after the Initial Issuance Date, the CBOT issues additional Full
Memberships, Associate Memberships, GIM Memberships, COM Memberships or IDEM
Memberships, the Partnership shall authorize and issue that number of Class A
Units of the appropriate sub-class(es) which equals the number of additional
memberships being issued by the CBOT.  Any Person acquiring any such additional
CBOT membership from the CBOT shall be required to purchase one Class A Unit of
the appropriate sub-class for each such membership acquired at an Issue Price
equal to the sum of each average Capital Account balance of an existing
Unitholder holding one Unit of such sub-class and each Capital Account of the
purchaser shall be credited with an amount equal to the corresponding average
balance.  Such Person shall be admitted as an Additional Limited Partner upon
the written consent of the General Partner, provided all of the requirements set
forth in Section 11.4 are satisfied.

          (b) Class B Units.  Class B Units may be issued only to Clearing
Members of the CBOT.  Any person who becomes a Clearing Member of the CBOT after
the Initial Issuance Date

                                      14
<PAGE>

shall, subject to the consent of the General Partner, be entitled (but not
required) to purchase only one Class B Unit on the date such person becomes a
Clearing Member. Any Clearing Member desiring to become a Class B Limited
Partner shall be required to execute all documents deemed necessary or desirable
by the General Partner to effect such purchase of the Class B Unit. Such
Clearing Member shall be admitted as an Additional Limited Partner upon the
written consent of the General Partner, provided all of the requirements set
forth in Section 11.4 are satisfied.

          For any purchasing Unitholder that has or will become a Clearing
Member after July 17, 1992, the following pricing provisions shall apply:

          (i) For any purchasing Unitholder that became a Clearing Member
     between July 17, 1992, and December 22, 1994, the Issue Price for each
     Class B Unit shall be equal to the result obtained by dividing (A) $500,000
     by (B) the number of Class B Units outstanding immediately prior to the
     purchasing Unitholder's becoming a Clearing Member, and adjusting such
     price to reflect the approximate tax effect of the pro rata share of the
     losses attributable to the Globex Division dissolution that would have been
     passed through to such purchasing Unitholder had it become a Class B
     Limited Partner as of the date it became a Clearing Member, using an
     assumed corporate tax rate of 40%.

          (ii) For any purchasing Unitholder that has or will become a Clearing
     Member after December 22, 1994, the Issue Price for each Class B Unit shall
     be equal to the result obtained by dividing (i) the greater of (A) $100,000
     or (B) the sum of the aggregate balance of the Capital Accounts of the
     Class B Units outstanding immediately prior to the purchasing Unitholder's
     having become a Clearing Member and the purchase price paid by the
     Partnership for any Class B Units purchased by the Partnership during the
     calendar quarter the Purchasing Unitholder became a Clearing Member, by
     (ii) the number of Class B Units outstanding immediately after the issuance
     of such Unit.

          The Issue Price shall be allocated to each Capital Account of the
purchasing Class B Unitholder in an amount equal to the corresponding average
Capital Account of all Class B Unitholders and any excess unallocated Issue
Price, if any, shall be allocated equally to the Capital Accounts of the Class B
Unitholders.

          (c) In the event the CBOT issues new memberships of an existing class
which causes the Partnership to issue new Class A Units pursuant to Section
3.9(a), the General Partner may, in its sole and conclusive discretion, re-
allocate the Percentage Interests of some or all of the Partners in a manner it
deems equitable.

          (d) In the event the CBOT issues memberships of a new class, the
General Partner may, in its sole and conclusive discretion, cause the
Partnership to authorize and issue that number of a new class or sub-class of
Units equal to the number of new CBOT memberships to be issued, or may cause the
Partnership to authorize and issue Units of an existing class or sub-class equal
to (or representing a multiple or fraction of) the number of new CBOT
memberships.  In either event, all Persons acquiring such new CBOT memberships
shall be required to purchase one (or such multiple or fraction of one) Unit of
the class or sub-class which corresponds to such class of membership for

                                      15
<PAGE>

each such membership acquired and the General Partner may, in its sole and
conclusive discretion, re-allocate the Percentage Interests of some or all of
the Partners in a manner it deems fair and equitable.

          (e) In the event two GIM Memberships are converted into two one-half
participations of Associate Memberships and combined into one Associate
Membership, the corresponding Class A-3 Units shall be combined into one Class
A-2 Unit.  After any such combination, the General Partner may, in its sole and
conclusive discretion, re-allocate the Partnership Interests of the Class A-2
and A-3 Limited Partners in a manner it deems equitable.

          (f) In the event the CBOT amends the rights associated with any class
of membership or it otherwise modifies its membership structure in a manner not
contemplated hereby, the General Partner may, in is sole and conclusive
discretion, reallocate the Partnership Interests of some or all of the Partners
and make such other changes to this Agreement as it deems equitable.

          3.10  Additional Limited Partner Capital Contributions.

          (a) If, during any calendar quarter, one or more Class B Limited
Partners have withdrawn as Class B Limited Partners pursuant to Section 10.3(c)
or Section 12.6, each Class B Limited Partner which held a Class B Unit
immediately after the withdrawal of a Class B Limited Partner and which
continues to hold such Class B Unit on the last day of such calendar quarter
shall contribute or arrange to have contributed to the Partnership an amount
equal to the sum of the product (determined with respect to each withdrawal)
obtained by multiplying (i) the purchase price paid by the Partnership for the
Class B Unit of the withdrawing Partner by (ii) a fraction, the numerator of
which is the number of Class B Units held by the contributing Class B Limited
Partner immediately after the withdrawal of the withdrawing Class B Limited
Partner which continue to be outstanding on the last day of such calendar
quarter and the denominator of which is the total number of Class B Units
outstanding immediately after the withdrawal of the withdrawing Class B Limited
Partner which continue to be outstanding on the last day of such calendar
quarter.  Such capital contribution shall be made at the time specified by the
General Partner in a written notice provided to all Class B Limited Partners
required to make such a contribution.  Such capital contribution shall be
allocated to the contributing Class B Limited Partners' Capital Accounts in the
same proportion as the balances in the withdrawing Class B Limited Partner's
Capital Accounts bore to each other. The General Partner, in its sole and
conclusive discretion, may offset any contribution obligation under this Section
3.10(a) against any distribution to which a Class B Limited Partner may be
entitled pursuant to this Agreement.

          (b) If this Agreement is amended to create additional Partnership
divisions pursuant to a ballot vote under the rules and regulations of the CBOT,
each Limited Partner shall contribute or arrange to have contributed to the
Partnership the amount specified and approved in such ballot vote.

                                      16
<PAGE>

                                   ARTICLE IV

                         DISTRIBUTIONS AND ALLOCATIONS

          4.1  Nonliquidating Distributions.  Except as provided in Section
13.3(c) or by the Delaware Act, Cash Flow of each Partnership Division for each
Fiscal Period shall be distributed to Partners having an interest in such
Partnership Division, in the manner described below.  Except as so provided,
Cash Flow of a Partnership Division shall be distributed notwithstanding that,
with respect to another Partnership Division or with respect to the Partnership
in the aggregate, amounts used to establish or add to Reserves and to pay
Partnership expenses, debt service or capital expenditures may exceed Cash
Receipts and amounts withdrawn from Reserves.  For the purposes of this Section
4.1, Percentage Interests shall be determined as of the record date for such
distribution.

          (a) Electronic Trading  Division Cash Flow shall be distributed to the
Partners pro rata according to their respective Percentage Interests (and, with
respect to the 20% share of the Class B Limited Partners, 40% of such 20% shall
be distributed pro rata according to the fraction referred to in clause (e) of
the definition of Percentage Interests and 60% shall be distributed according to
their respective Electronic Trading System Clearing Volume with respect to
contracts traded on the CBOT).

          (b) Data Services Division Cash Flow shall be distributed 90% to the
Class A Limited Partners pro rata according to their respective Percentage
Interests and 10% to the General Partner.

          (c) Foreign Consultancy Division Cash Flow shall be distributed 90% to
the Class A Limited Partners pro rata according to their respective Percentage
Interests and 10% to the General Partner.

          (d) CBB Division Cash Flow shall be distributed  90% to the Class A
Limited Partners pro rata according to their respective Percentage Interests and
10% to the General Partner.

          (e) Notwithstanding Section 4.1(a), (b), (c) and (d), if the General
Partner has a Preferred Interest with respect to a Partnership Division, the
Partnership shall distribute such portion of the Partnership Division's Cash
Flow to the General Partner as the General Partner determines, in its sole and
conclusive discretion, is appropriate, but not in excess of the amount of the
Preferred Interest with respect to such Partnership Division.

          (f) If one or more Class B Units are issued during any calendar
quarter, each Class B Limited Partner which held a Class B Unit immediately
before such issuance and which continues to hold such Class B Unit on the last
day of such calendar quarter shall be entitled to receive a distribution equal
to the sum of the products (determined with respect to each issuance of a Class
B Unit) obtained by multiplying (i) the Issue Price paid for such newly issued
Class B Unit by (ii) a fraction, the numerator of which is the number of Class B
Units held by the existing Class B Limited Partner immediately before the
issuance of the Class B Unit which continue to be outstanding on the

                                      17
<PAGE>

last day of such calendar quarter and the denominator of which is the total
number of Class B Units outstanding immediately before the issuance of the Class
B Unit which continue to be outstanding on the last day of such calendar
quarter. Such distribution shall be charged against the distributee Class B
Limited Partners' Capital Accounts in the same proportions as the purchasing
Class B Limited Partner's Capital Account balances bear to each other
immediately after such purchase. Such distribution shall be made not more than
30 days after the end of the calendar quarter.

          4.2  Allocations of Profits and Losses.  Subject to Section 4.3,
Profits and Losses of each Partnership Division for each Fiscal Period shall be
allocated among the Partners having an interest in such Partnership Division as
of the end of such Fiscal Period, in the manner described below.  For the
purposes of this Section 4.2, Percentage Interests shall be determined as of the
end of such Fiscal Period.

          (a) Electronic Trading Division Profits and Losses shall be allocated
to the Partners pro rata according to their respective Percentage Interests
(and, with respect to the 20% share of the Class B Limited Partners, 40% of such
20% of Profits (and 100% of such 20% of Losses) shall be allocated pro rata
according to the fraction referred to in clause (e) of the definition of
Percentage Interests and 60% of such 20% of Profits shall be allocated according
to their respective Electronic Trading System Clearing Volume with respect to
contracts traded on the CBOT).

          (b) Data Services Division Profits and Losses shall be allocated 90%
to the Class A Limited Partners pro rata according to their respective
Percentage Interests and 10% to the General Partner.

          (c) Foreign Consultancy Division Profits and Losses shall be allocated
90% to the Class A Limited Partners pro rata according to their respective
Percentage Interests and 10% to the General Partner.

          (d) CBB Division Profits and Losses shall be allocated 90% to the
Class A Limited Partners pro rata according to their respective Percentage
Interests and 10% to the General Partner.

          (e) Notwithstanding Section 4.2(a), (b), (c) and (d), if the General
Partner has a Preferred Interest with respect to a Partnership Division, Profits
of such Division for such Fiscal Period shall be allocated 100% to the General
Partner to the extent of the lesser of (i) the excess of the Profits of such
Division for such Fiscal Period over the Losses of such Division f or such
Fiscal Period and (ii) the excess of the Preferred Return for such Fiscal Period
and all prior Fiscal Periods on the General Partner's Preferred Interest in such
Division over the aggregate amount of Profits allocated pursuant to this Section
4.2(e) with respect to such Partnership Division in all prior Fiscal Periods.

                                      18
<PAGE>

          4.3  Special Allocations.

          (a) If allocations of Losses with respect to a Partnership Division to
any Limited Partner for any Taxable Year would cause that Partner to have an
Adjusted Capital Account Deficit with respect to such Division as of the end of
such Taxable Year, then such Losses shall be reallocated to the General Partner,
and subsequent allocations of Profits with respect to such Division shall be
specially allocated to the extent possible to reverse the prior special
allocation of Losses with respect to such Division pursuant to this Section
4.3(a).

          (b) If any Limited Partner has an Adjusted Capital Account Deficit
with respect to a Partnership Division as of the end of any Taxable Year,
Profits with respect to such Division shall be allocated to all such Limited
Partners in an amount and manner sufficient to eliminate the deficit as quickly
as possible, and subsequent allocations of Losses with respect to such Division
shall be specially allocated to the extent possible as determined by the General
Partner in its sole and conclusive discretion to reverse the prior special
allocation of Profits with respect to such Division pursuant to this Section
4.3(b).

          (c) If the General Partner determines in its sole and conclusive
discretion, after consultation with competent tax counsel, that the allocation
of any item of Partnership Profit or Loss hereunder is clearly inconsistent with
the Partners' economic interests in the Partnership (determined by reference to
the principles of Treasury Regulation Section 1.704-1(b) and 1.704-2), then the
General Partner may in its sole and conclusive discretion specially allocate
such item to reflect such economic interests.

          4.4  Indemnification and Reimbursement for Payments on Behalf of a
               Partner.

          (a) Except as otherwise provided herein, if the Partnership is
required by law (as determined by the General Partner in its sole and conclusive
discretion) to pay any amount to a governmental agency (or otherwise makes a
payment) because of a Partner's status or otherwise specifically attributable to
a Partner (including, without limitation, federal withholding taxes with respect
to foreign partners, state personal property taxes, state unincorporated
business taxes, etc.), then such Partner (the "Indemnifying Partner") shall
indemnify the Partnership in full for the entire amount paid (including, without
limitation, any interest, penalties and expenses associated with such payment).
At the General Partner's option, the amount to be indemnified shall be charged
against the Capital Accounts of the Indemnifying Partner in such manner as the
General Partner, in its sole and conclusive discretion, determines and, at the
option of the General Partner, either:

          (i) promptly upon notification of an obligation to indemnify the
     Partnership, the Indemnifying Partner shall make a cash payment to the
     Partnership equal to the full amount to be indemnified (and the amount paid
     shall be added to the Indemnifying Partner's Capital Accounts so charged),
     or

          (ii) the Partnership shall reduce subsequent distributions which
     would otherwise be made to the Indemnifying Partner until the Partnership
     has recovered the amount to be

                                      19
<PAGE>

     indemnified (provided that the amount of such reduction shall be deemed to
     have been distributed for all purposes of this Agreement, but such deemed
     distribution shall not further reduce the Indemnifying Partner's Capital
     Accounts).

          (b) A Partner's obligation to make contributions to the Partnership
under this Section 4.4 shall survive the termination, dissolution, liquidation
and winding up of the Partnership, and for purposes of this Section 4.4, the
Partnership shall be treated as continuing in existence.  The Partnership may
pursue and enforce all rights and remedies it may have against each Partner
under this Section 4.4, including instituting a lawsuit to collect such
contribution with interest calculated at a rate per annum equal to the Base Rate
plus six percentage points (but not in excess of the highest rate per annum
permitted by law).

                                   ARTICLE V

                                   MANAGEMENT

          5.1  Authority of General Partner.

          (a) The General Partner shall have all the rights and powers of a
general partner as provided in the Delaware Act, under any other applicable laws
and by this Agreement.  In this regard, the General Partner shall have the
exclusive right and power to manage the business of the Partnership and is
authorized to do on behalf of the Partnership all things which, in its sole and
conclusive discretion, are necessary or appropriate to carry out the
Partnership's purpose, including the following:

          (i) to enter into, execute, acknowledge and deliver any and all
     contracts, agreements or other instruments to carry on the business of the
     Partnership as set forth herein;

          (ii) to borrow money and, as security therefor, to mortgage, pledge
     or otherwise encumber any and all assets of the Partnership, including the
     rights of the Partnership under any agreements;

          (iii) to cause to be paid all amounts due and payable by the
     Partnership to any Person and to collect all amounts due to the
     Partnership;

          (iv) to employ agents, employees, managers, accountants, attorneys,
     consultants and other Persons to carry out the business and affairs of the
     Partnership, whether or not any such Persons so employed are affiliated
     with or related to any Partner, and to pay such fees, expenses, salaries,
     wages and other compensation to such Persons as the General Partner shall
     in its sole and conclusive discretion determine;

          (v) to pay, extend, renew, modify, adjust, submit to arbitration,
     prosecute, defend or compromise, upon such terms as the General Partner, in
     its sole and conclusive discretion, may determine and upon such evidence as
     it may deem sufficient, any obligation, suit, liability, cause of action,
     right or claim, either in favor of or against the Partnership;

                                      20
<PAGE>

          (vi) to pay any fees and expenses incurred in connection with the
     Partnership's organization, the issuance of Units, the management of the
     Partnership's business and affairs, and the carrying out of the General
     Partner's obligations and responsibilities under this Agreement and the
     Delaware Act;

          (vii) to prosecute and defend or cause to be prosecuted and defended
     all proprietary rights, including all trade names, trademarks and service
     marks, and all licenses and permits and all applications with respect
     thereto, which may be held by the Partnership, and to prosecute and defend
     all rights of the Partnership in connection therewith;

          (viii) to cause to be paid any and all taxes, charges and assessments
     that may be levied, assessed or imposed upon any of the assets of the
     Partnership, unless the same are contested by the General Partner;

          (ix) to establish, alter and eliminate Reserves;

          (x) to establish one or more accounts for the Partnership in such
     financial institutions as the General Partner may from time to time
     designate;

          (xi) to make Distributions periodically according to the provisions
     of this Agreement;

          (xii) to cause the Partnership to acquire and make equity investments
     in, and advance and acquire loans to, corporations, joint ventures and
     general or limited partnerships, and to exercise the Partnership's rights
     as a stockholder, director, venturer or partner of such corporations,
     ventures or partnerships, as the case may be;

          (xiii) to assign the Partnership property in trust for creditors or on
     the assignee's promise to pay the debts of the Partnership;

          (xiv) to dispose of the goodwill of the Partnership's business;

          (xv) to do any other act which would make it possible to carry on the
     ordinary business of the Partnership;

          (xvi) to confess a judgment;

          (xvii) to submit a Partnership claim or liability to arbitration or
     reference;

          (xviii) to sell, lease, abandon or otherwise dispose of any or all of
     the Partnership's assets in any one, in any series of related, or in any
     other transaction(s); and

          (xix) to merge or consolidate the Partnership with or into any Person.

                                      21
<PAGE>

          (b) With respect to all of its rights, powers and obligations under
this Agreement, the General Partner is authorized to execute and deliver, for
and on behalf of the Partnership, such promissory notes and other evidences of
indebtedness, contracts, agreements, assignments, deeds, leases, loan
agreements, mortgages and other security instruments and agreements as it deems
necessary or appropriate, all on such terms and conditions as it deems proper.

          5.2  Limitations on General Partner Authority.  Nothing in Section
5.1 shall give the General Partner the authority to knowingly perform any act
that would subject any Limited Partner to liability as a general partner in any
jurisdiction or that would cause the partnership to be classified as other than
a partnership for United States federal income tax purposes.

          5.3  Partnership Qualifications and Filings.  The General Partner
shall cause to be filed such other certificates or documents as may be
determined by the General Partner in its sole and conclusive discretion to be
necessary or appropriate for the continuation, qualification and operation of a
limited partnership (or a partnership in which the Limited Partners have limited
liability) in the State of Delaware and any other jurisdiction in which the
Partnership may elect to do business.  Subject to applicable law, the General
Partner may omit from any and all filings in and reports to any state, and from
all amendments thereto, the names and addresses of the Partners, information
relating to the Partners' Capital Contributions and shares of Profits and
Losses, and information relating to compensation of the Partners, or may state
such information in the aggregate rather than with respect to each individual
Partner.  Subject to the terms of Section 6.5(a), the General Partner shall not
be required to deliver or mail a copy of the Certificate of Limited Partnership
or any amendment thereto to any Limited Partner.

          5.4  Reliance by Third Parties.  Persons dealing with the
Partnership are entitled to rely conclusively upon the power and authority of
the General Partner herein set forth.

          5.5  Reimbursement of General Partner.

          (a) The General Partner shall be reimbursed for its reasonable
expenses paid or incurred prior to the date of the admission of any Additional
Limited Partners pursuant to Section 11.1 and not otherwise reimbursed in
connection with organizing the Partnership, starting-up and financing the
Partnership's activities, and acquiring or improving Partnership assets
(including proprietary rights).

          (b) The General Partner or one or more of its Affiliates shall be
reimbursed on a monthly basis for (i) all amounts any such Person pays or incurs
which are directly connected with the Partnership's business, including all
expenditures for legal, accounting, printing and banking matters, insurance,
consultants and other third parties, reasonable travel expenses, and filing
fees, and (ii) that portion of any such Person's legal and accounting expenses,
telephone and utilities, secretarial, travel and entertainment expenses, office
rent and other office expenses, salaries and other compensation expenses of
employees, and other indirect expenses necessary or appropriate in connection
with the Partnership's business which is allocable to the Partnership.  The
General Partner, in its sole and conclusive discretion, shall determine the
portion of any such Person's indirect expenses which is allocable to the
Partnership in any reasonable manner.

                                      22
<PAGE>

          5.6  Outside Activities.

          (a) The General Partner, its Affiliates, and the stockholders,
members, directors, officers, controlling persons, partners and employees of the
General Partner or its Affiliates may have business interests and engage in
business activities in addition to those relating to the Partnership, including
business interests and activities that compete with the Partnership.  Neither
the Partnership nor any Partner shall have any rights by virtue of this
Agreement or the partnership relationship created hereby in any such business
interests or activities of any such Person.  The General Partner shall devote to
the management of the Partnership only such time as it deems necessary or
appropriate to cause the affairs of the Partnership to be conducted in an
efficient manner.

          (b) Neither the General Partner nor any Affiliate of the General
Partner shall be obligated to present any particular investment or business
opportunity to the Partnership even if the opportunity is of a character which,
if presented to the Partnership, could be undertaken by the Partnership.  Each
of the General Partner and its Affiliates shall have the right to undertake any
such opportunity for itself for its own account or on behalf of another or to
recommend any such opportunity to other Persons.

          5.7  Partnership Funds.  The funds of the Partnership shall be
deposited in such account or accounts as are designated by the General Partner
and shall not be commingled with the funds of the General Partner or any of its
Affiliates.  All withdrawals from or charges against such accounts shall be made
by the General Partner or by its agents.  Funds of the Partnership may be
invested as determined by the General Partner, in its sole and conclusive
discretion, except in connection with acts otherwise prohibited by this
Agreement.

          5.8  Dealings With General Partner.

          (a) The General Partner or any of its Affiliates may contract or
otherwise deal with the Partnership or any Person in which it directly or
indirectly holds an interest with respect to the provision of services to the
Partnership or such other Person, loans to or from the Partnership or such other
Person, transfers of assets and liabilities to or from the Partnership or such
other Person, or with respect to other matters deemed necessary or appropriate
in the General Partner's sole and conclusive discretion; provided that the terms
of any such contract or other dealing shall be fair and reasonable to the
Partnership.  The conditions of this Section 5.8 shall be deemed to be satisfied
as to the transactions disclosed in documents delivered to prospective Limited
Partners prior to the admission of any Additional Limited Partners pursuant to
Section 11.1, and transactions effected on terms which are at least as favorable
to the Partnership as terms which generally would be provided by unrelated third
parties.  In any case in which the General Partner or its Affiliates contracts
or otherwise deals with the Partnership, its standard of care in the performance
of its obligations under such contract or course of dealings shall be the same
as the standard of care that would be imposed on an unrelated third party having
a similar level of experience and expertise.

          (b) Notwithstanding any provision in Section 5.8(a), the General
Partner or any of its Affiliates may, but shall not be required to, loan or
cause to be loaned to the Partnership such sums as the General Partner deems
necessary or advisable.  Loans made by the General Partner or

                                      23
<PAGE>

any Affiliates of the General Partner shall be upon such terms as the General
Partner deems reasonable and shall not be required to be subordinated to the
claims of other Partnership creditors. Any loans shall be repaid to the General
Partner pursuant to the provisions of any such loan agreement.

          5.9  Standard of Care.

          (a) Whenever a conflict of interest exists or arises between the
General Partner or any of its Affiliates, on the one hand, and the Partnership
or any Partner, on the other hand, the resolution thereof by the General Partner
or such Affiliate, unless made in bad faith, shall not constitute a breach of
this Agreement or any other agreement contemplated herein.

          (b) Whenever in this Agreement the General Partner or any of its
Affiliates is permitted to take any action or to make a decision in its "sole
and conclusive discretion" or under another express standard, the General
Partner or such Affiliate shall act under such express standard and shall not be
subject to any other or different standards imposed by this Agreement or any
other agreement contemplated herein.  Any standard of care or duty imposed in
any agreement contemplated herein or under the Delaware Act or any other
applicable law, shall be modified, waived or limited in each case as required to
permit the General Partner or any of its Affiliates to act or to make decisions
under this Agreement or any other agreement contemplated herein pursuant to the
authority prescribed in this Section 5.9(b).

          5.10  Purchase or Sale of Units.  The General Partner may cause the
Partnership to purchase or otherwise acquire Units as contemplated by the other
provisions of this Agreement or as otherwise determined by the General Partner
in its sole and conclusive discretion. As long as such Units are held by or on
behalf of the Partnership, such Units shall not be considered outstanding for
any purpose. The General Partner may also purchase or otherwise acquire, or sell
or otherwise dispose of, Units as contemplated by the other provisions of this
Agreement or as otherwise determined by the General Partner in its sole and
conclusive discretion, which Units shall be considered issued and outstanding.
Unless otherwise provided hereunder, the General Partner shall be entitled to
all rights associated with any Units held by it.

          5.11  Indemnification.

          (a) The Partnership shall indemnify and hold harmless the General
Partner and its Affiliates, and each officer, director and controlling person of
the General Partner or its Affiliates ("Indemnified Person") from and against
any and all losses, claims, damages, liabilities, expenses (including legal fees
and expenses), judgments, fines, settlements and other amounts relating to any
and all claims, demands, actions, suits or proceedings (including by or in the
right of the Partnership), whether civil, criminal, administrative or
investigative, which relate to the General Partner's status or activities as the
Partnership's general partner or to the Partnership's property, business or
affairs (collectively, "Claims").  An Indemnified Person's expenses paid or
incurred in defending itself against any Claim shall be reimbursed by the
Partnership as paid or incurred.  A Person shall be considered an Indemnified
Person whether or not such Person has the status required to be an Indemnified
Person at the time any such Claim is made or maintained.  This Section 5.11
shall not apply with

                                      24
<PAGE>

respect to any Indemnified Person for that portion of any Claim determined by
the final decision (from which an appeal cannot be taken or is not timely taken)
of a court of competent jurisdiction to have been caused by his gross negligence
or willful and wanton misconduct. Any payments made to or on behalf of a Person
who is later determined not to be entitled to such payments shall be refunded to
the Partnership promptly following such determination.

          (b) The right to indemnification and the advancement of expenses
conferred in this Section 5.11 shall not be exclusive of any other right which
any Person may have or hereafter acquire under any statute, agreement, vote of
Limited Partners or otherwise.

          (c) The Partnership may, but shall not be obligated to, indemnify and
hold harmless employees and agents of the General Partner or its Affiliates to
the same extent as if such Persons were Indemnified Persons.  In addition, the
Partnership may maintain insurance, at its expense, to protect any Person
against any expense, liability or loss, whether or not the Partnership would
have the power to indemnify such Person against such expense, liability or loss
under the Delaware Act.

          5.12  Limitation of Liability.  An Indemnified Person shall not be
liable to the Partnership or any Unitholder for any act or omission performed or
omitted by such Person pursuant to authority granted to such Person by this
Agreement; provided that such limitation of liability shall not apply to the
extent the act or omission was attributable to such Person's gross negligence or
willful and wanton misconduct or knowing violation of law.  The General Partner
may exercise any of the powers granted to it by this Agreement and perform any
of the duties imposed upon it hereunder either directly or by or through its
agents, and the General Partner shall not be responsible for any misconduct or
negligence on the part of any such agent appointed by the General Partner in
good faith.

                                   ARTICLE VI

                   RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

          6.1  Limitation of Liability.  Except as otherwise provided in this
Agreement or in the Delaware Act, a Limited Partner's liability for Partnership
liabilities and Losses shall be limited to his undistributed Capital
Contribution and his share of any undistributed Profits, net of Losses.

          6.2  Management of Business.  No Limited Partner shall take part in
the control (within the meaning of the Delaware Act) of the Partnership's
business or transact any business in the Partnership's name, unless such Limited
Partner is also the General Partner or other Person employed or engaged to
transact any such business by or on behalf of the General Partner or the
Partnership. The transaction of any such business by a Limited Partner employed
or engaged to do so by or on behalf of the General Partner or the Partnership
shall not be deemed to constitute participation in control of the Partnership
and shall not affect, impair or eliminate the limitations on the liability of a
Limited Partner under this Agreement.

                                      25
<PAGE>

          6.3  No Right of Partition.  No Limited Partner shall have the right
to seek or obtain partition by court decree or operation of law of any
Partnership property, or the right to own or use particular or individual assets
of the Partnership.

          6.4  Outside Activities.  A Limited Partner may have business
interests and engage in business activities in addition to those relating to the
Partnership, including business interests and activities which compete with the
Partnership.  Neither the Partnership nor any other Partner shall have any
rights by virtue of this Agreement in any business interests or activities of
any Limited Partner.

          6.5  Rights of Limited Partners Relating to the Partnership.  In
addition to other rights provided by this Agreement or by applicable law, and
except as limited by Section 6.5(b), the Limited Partners shall have the
following rights relating to the Partnership:

          (a) In addition to the right to receive the reports to be provided
pursuant to Section 7.3, each Limited Partner shall have the right, for a proper
purpose reasonably related to such Limited Partner's interest as a limited
partner in the Partnership, upon reasonable notice and written request to the
General Partner and at the expense of such Limited Partner:

          (i) to obtain information regarding the status of the Partnership's
     business and financial condition;

          (ii) promptly after such information becomes available, to obtain a
     copy of the Partnership's United States federal, state and local income tax
     returns for each year, except that such Limited Partner shall not be
     entitled to obtain a copy of the various Schedule K-1s of other Partners
     that are exhibits to the Partnership's tax returns;

          (iii) to obtain from the Partnership a copy of this Agreement and the
     Certificate of Limited Partnership and all amendments thereto;

          (iv) to have a current list of the name and last known business,
     residence or mailing address of each Partner; and

          (v) to obtain such other information regarding the affairs of the
     Partnership as is just and reasonable.

          (b) The other provisions hereof notwithstanding, the General Partner
may keep confidential from the Limited Partners for such period of time as the
General Partner deems reasonable any information (i) the disclosure of which the
General Partner reasonably believes is not in the best interests of the
Partnership, or (ii) which the Partnership is required by law or by agreements
with third parties to keep confidential.

          (c) Any and all information provided to or otherwise obtained by a
Limited Partner with respect to the affairs of the Partnership and its business
shall, except as may be required by law, be kept strictly confidential.

                                      26
<PAGE>

                                  ARTICLE VII

                              RECORDS AND REPORTS

          7.1  Records and Accounting.  The General Partner shall keep, or cause
to be kept, appropriate books and records with respect to the Partnership's
business, including all books and records necessary to provide any information,
lists and copies of documents required to be provided pursuant to Section 6.5 or
pursuant to applicable laws. All decisions as to accounting matters, except as
specifically provided to the contrary herein, shall be made by the General
Partner in its sole and conclusive discretion.

          7.2  Fiscal Year.  The Fiscal Year of the Partnership shall be the
calendar year or such other annual accounting period as may be established by
the General Partner.

          7.3  Reports.  The Partnership's books shall be audited annually by an
independent certified public accountant selected by the General Partner. The
Partnership will use reasonable efforts to send to any Person who was a Partner
at any time during the Fiscal Year:

          (a) within 75 days after the end of each Fiscal Year, tax information,
including a statement showing each Partner's share of Profits, Losses and
credits and the amount of any distributions; and

          (b) within 120 days after the close of each Fiscal Year an audited
financial statement including, as of year end, a balance sheet, statement of
income, Partner's equity and changes in financial position.

          The General Partner is authorized to expend Partnership funds to
provide the above information and to notify the Limited Partners of other
information as the General Partner deems appropriate.

                                  ARTICLE VII

                                  TAX MATTERS

          8.1  Preparation of Tax Returns.  The General Partner shall arrange
for the preparation and timely filing of all Federal and state tax returns
required to be filed by the Partnership.

          8.2  Tax Elections.  The Taxable Year shall be the Fiscal Year set
forth in Section 7.2, unless the General Partner shall determine otherwise in
its sole and conclusive discretion and in compliance with applicable laws. The
General Partner shall, in its sole and conclusive discretion, determine whether
to make or revoke any available elections pursuant to the Code.

          8.3  Tax Controversies.  The General Partner is designated the "Tax
Matters Partner" (as defined in Code Section 6231), and is authorized and
required to represent the Partnership (at the Partnership's expense) in
connection with all examinations of the Partnership's

                                      27
<PAGE>

affairs by tax authorities, including resulting administrative and judicial
proceedings, and to expend Partnership funds for professional services and costs
associated therewith. Each Partner agrees to cooperate with the Tax Matters
Partner and to do or refrain from doing any or all things reasonably requested
by the Tax Matters Partner with respect to the conduct of such proceedings. The
Tax Matters Partner shall have sole and conclusive discretion to determine
whether the Partnership (either in its own behalf or on behalf of the Partners)
will contest or continue to contest any tax deficiencies assessed or proposed to
be assessed by any taxing authority. Any deficiency for taxes imposed on any
Partner (including penalties, additions to tax or interest imposed with respect
to such taxes) shall be paid by such Partner, and if paid by the Partnership,
shall be recoverable from such Partner pursuant to Section 4.4.

          8.4  Information to Partnership.  Each Partner shall timely provide to
the Partnership all forms and information which such Partner is required to
provide by applicable law, regulations or tax forms, and shall also provide to
the Partnership upon request such additional information or forms which the
General Partner may reasonably request with respect to the Partnership's
compliance with applicable tax laws.

                                   ARTICLE IX

                          MEETINGS; VOTING; AMENDMENTS

          9.1  Meetings.

          (a) Meetings of the Partners for any purpose with respect to which the
Limited Partners are entitled to vote (including the giving or withholding of
approval or consent hereunder) may be called by the General Partner at any time
(there being no obligation to hold annual or other periodic meetings).

          (b) Notice of a Partners' meeting and information regarding the
matters to be addressed at the meeting shall be given by the General Partner to
Limited Partners not less than 7 days nor more than 60 days prior to the date of
such meeting.

          (c) The General Partner shall be solely responsible for convening and
conducting any Partners' meeting, including the determination of Persons
entitled to vote at such meeting, the satisfaction of the requirements of this
Article IX with respect to such meeting, the conduct of voting at such meeting,
the validity and effect of any proxies and the determination of any
controversies, votes or challenges arising in connection with or during such
meeting or voting.  The General Partner may make all such other regulations,
consistent with applicable law and this Agreement, as it may deem advisable
concerning the conduct of any Partners' meeting, including regulations in regard
to the appointment of proxies, the appointment and duties of inspectors of
votes, and the submission and examination of proxies and other evidence of the
right to vote.

          (d) At the General Partner's election, any action that may be taken at
a Partners' meeting may be taken without a meeting if the General Partner
solicits written consents to the action and such consents are received from
Limited Partners owning not less than the minimum amount of

                                      28
<PAGE>

Percentage Interests represented by Units that would be necessary to authorize
or take such action at a meeting. The General Partner shall be solely
responsible for conducting the solicitation of consents and for determining the
validity and effect of responses to the solicitation.

          (e) For purposes of determining the Limited Partners entitled to
notice of, or to vote at, a meeting of the Partners, or to give consents without
a meeting, the General Partner may set a record date, which shall not be later
than 7, nor more than 60, days prior to the date of such meeting or the date the
request for such consents is delivered to such Limited Partners.

          9.2  Voting Rights.

          In the event that the General Partner elects to submit a matter to a
vote of the Limited Partners, such matter shall be deemed approved if approved
by a Majority Interest and such approval shall bind all Limited Partners.  A
Limited Partner otherwise entitled to vote shall be entitled to vote:  (i) at a
meeting, either in person or by written proxy directing the manner in which the
vote shall be cast, or (ii) without a meeting, by a signed writing directing the
manner in which the vote shall be cast.  Such proxy or writing must be received
by the General Partner prior to the date upon which the votes of Limited
Partners are to be counted.  Every proxy shall be revocable at the pleasure of
the Limited Partner executing it.  The laws of the State of Delaware pertaining
to the validity and use of corporate proxies shall govern the validity and use
of proxies given by Limited Partners.

          9.3  Amendments.

          The General Partner, without the consent of any Limited Partner, may
amend, change, modify or restate this Agreement or any of its provisions, and
execute, swear to, acknowledge, deliver, file and record whatever documents may
be required in connection therewith (and all rights of Limited Partners granted
in this Agreement or by law are subject to the foregoing power of the General
Partner): provided, however, that (a) without the approval by written consent or
affirmative vote of each Partner directly affected thereby, no amendment,
change, modification or restatement shall (i) convert a Unit into a general
partner interest or modify the limited liability of a Limited Partner or (ii)
except as provided in Section 3.10, require any additional capital contribution
by a Limited Partner and (b) except as provided in Section 3.9 or pursuant to
approval by written consent or affirmative vote of a Majority Interest, no
amendment, change, modification or restatement shall materially alter the
definition of Percentage Interests or Sections 4.1(a), (b), (c) or (d), 4.2(a),
(b), (c) or (d) or 13.3(c) of this Agreement.  Clauses (a)(i) and/or (a)(ii) of
the preceding sentence may be amended only with the approval by written consent
or affirmative vote of each Partner directly affected by such amendment and
clause (b) thereof may be amended only with the approval by written consent or
affirmative vote of a Majority Interest.

                                      29
<PAGE>

                                   ARTICLE X

                       TRANSFER OF PARTNERSHIP INTERESTS

          10.1  Transfer in General.

          (a) The term "transfer," when used in this Article X, means a
transaction by which a Partner assigns all or any portion of his Partnership
Interest or any interest therein to another Person other than the Partnership,
and includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, or exchange.

          (b) The General Partnership Interest shall not be transferred unless
the transfer is described in Section 10.2.  Units shall not be transferred
unless the transfer is described in Section 10.3. Any transfer or purported
transfer of a General Partnership Interest or Unit which is not described in
Section 10.2 or 10.3 shall be void and shall not bind or be recognized by the
Partnership; for purposes of this Agreement, the Partnership and the General
Partner shall recognize the purported transferor as continuing to be the owner
of the General Partnership Interest or Unit transferred or purported to be
transferred.

          10.2  Transfer of General Partnership Interest.

          (a) A transfer of the General Partnership Interest is described in
this Section 10.2 if and only if all of the following conditions are satisfied:

          (i) the transfer shall not affect the Partnership's existence or
     qualification as a limited partnership under the Delaware Act or result in
     the loss of limited liability of any Limited Partner;

          (ii) the transfer shall not cause the Partnership to be classified as
     other than a partnership for United States federal income tax purposes; and

          (iii) the transfer shall not result in a termination of the
     Partnership under Code Section 708, unless the General Partner, in its sole
     and conclusive discretion, determines that any such termination will not
     have a material adverse impact on the Partners.

          (b) In the case of any transfer of all of the General Partner's
General Partnership Interest pursuant to Section 10.2(a), the transferee shall
be admitted to the Partnership as a Successor General Partner immediately prior
to the effective date of the transfer (determined pursuant to Section 10.5), and
the transferee shall continue the business and operations of the Partnership
according to this Agreement.

          (c) Any transfer by the General Partner of all of its General
Partnership Interest, if the transfer is described in this Section 10.2, shall
constitute a withdrawal for purposes of Section 12.1(a).

                                      30
<PAGE>

          (d) Any transfer by the General Partner of Units held by it shall be
governed by Section 10.3, except that any Successor General Partner shall be
required to purchase any Units held by the former General Partner.

          (e) Nothing in this Section 10.2 shall limit any Person's authority or
power to transfer any interest in the General Partner.

          10.3  Transfer of Units.

          (a) Upon the sale or other transfer by a Class A Limited Partner of
such Limited Partner's CBOT membership, the Person transferring such membership
shall sell, and the person purchasing or otherwise acquiring the membership
shall purchase (and such Limited Partner shall cause such person to purchase),
the Class A Unit owned by such Class A Limited Partner at a purchase price equal
to the aggregate Capital Account balances of the transferred Class A Unit
(determined, in the case of a purchase made during the calendar month
immediately following the end of a Fiscal Period, without regard to allocations
of Profits and Losses for such Fiscal Period), but not less than zero.  Upon the
effective date of the transfer of such Unit (determined pursuant to Section
10.5), the transferor shall cease to be a Limited Partner and the transferee
shall be admitted to the Partnership as a Substituted Limited Partner.  Proceeds
of the sale of a Class A Unit shall not be subject to Rule 252 of the Rules of
the CBOT.

          (b) Upon the sale or transfer by a Full Member, an Associate Member, a
GIM Member, a COM Member or an IDEM Member of the CBOT of its CBOT membership,
if such transferring member is not a Class A Limited Partner, the Person to whom
the membership is being sold or transferred shall purchase from the General
Partner, and the General Partner shall sell to such Person, a Class A Unit of
the appropriate sub-class (as determined under Section 3.9) at a purchase price
equal to the aggregate Capital Account balances of the transferred Class A Unit
(determined, in the case of a purchase made during the calendar month
immediately following the end of a Fiscal Period, without regard to allocations
of Profits and Losses for such Fiscal Period), but not less than zero.  Upon the
effective date of the transfer of such Unit (determined pursuant to Section
10.5), such Person shall be admitted to the Partnership as a Substituted Limited
Partner.

          (c) Whenever a Class B Limited Partner ceases to be a Clearing Member
of the CBOT, the Class B Limited Partner shall be required to withdraw as a
Class B Limited Partner.  In this event, the Partnership shall be required to
purchase such Class B Limited Partner's Class B Unit, and such Class B Limited
Partner shall be required to sell such Unit to the Partnership, at a purchase
price equal to such Class B Limited Partner's aggregate Capital Account balances
(determined, in the case of a purchase made during the calendar month
immediately following the end of a Fiscal Period, without regard to allocations
of Profits and Losses for such Fiscal Period), but not less than zero.

          (d) The acquisition by any Person of a Full Membership, an Associate
Membership, a GIM Membership, a COM Membership or an IDEM Membership after the
Initial Issuance Date shall constitute a request by such person that the books
and records of the Partnership reflect such person's admission as a Limited
Partner, and shall constitute such Person's agreement to be bound by this
Agreement.

                                      31
<PAGE>

          10.4  Remedies For Violation of Restrictions on Transfer.  In
addition to any other remedies available to the Partnership, if under applicable
law a transfer of a Partnership Interest which does not comply with the
provisions of this Article X is nevertheless legally effective, the General
Partner may liquidate the Partnership Interests of the transferor and transferee
at an amount not in excess of the aggregate Capital Account balances associated
with such Interests, and the transferor and transferee shall be jointly and
severally liable to the Partnership for, and shall hold the Partnership harmless
against, any loss or expense to which the Partnership may be exposed as the
result of such transfer.

          10.5  Transferee's Rights.  A transfer or withdrawal of a Partnership
Interest described in Section 10.2 or 10.3 shall be effective as of the date
determined by the General Partner in its sole and conclusive discretion, which
date shall not be earlier than the first day of the calendar month during which
such transfer or withdrawal occurs, nor later than the first day of the calendar
month following the calendar month during which it receives notice (in such form
and manner as it may reasonably require) that such transfer or withdrawal has
occurred. Distributions having a record date before the effective date of such
transfer shall be paid to the transferor, and Distributions having a record date
after such date shall be paid to the transferee.

                                   ARTICLE XI

                             ADMISSION OF PARTNERS

          11.1  Additional Limited Partners.  A person who has been issued
Units pursuant to Section 3.9 and who is not a Partner shall be admitted to the
Partnership as an Additional Limited Partner.  Such admission shall become
effective on the date such admission is shown on the Partnership's books and
records.

          11.2  Substituted Limited Partners.  A person who has received Units
pursuant to Section 10.3(a) or 10.3(b) and who is not a Partner shall be
admitted to the Partnership as a Substituted Limited Partner. Such admission
shall become effective on the effective date referred to in Section 10.5.

          11.3  Admission of a Successor General Partner.  A Person shall be
admitted as a Successor General Partner if and only if (a) the Person is the
transferee of all or any portion of the General Partner's General Partnership
Interest in a transfer described in Section 10.2, or (b) the Person is elected
to be a Successor General Partner in the manner described in Section 12.2, 12.3
or 13.2.

          11.4  Representations of New Partners.  Each Person admitted to the
Partnership as a Partner shall become a party to, and be bound by, this
Agreement.  Each Partner (solely on its own behalf and not on behalf of any
other Partner) represents and warrants that (a) the Partner's interest in the
Partnership is intended to be and is being acquired solely for the Partner's own
account and not with a view to any sale or other disposition of all or any part
thereof, (b) the Partner is aware that interests in the Partnership have not
been registered under the Securities Act, that such interests cannot be sold or
otherwise disposed of unless they are not within the scope of such Act, they are

                                      32
<PAGE>

registered thereunder or an exemption from such registration is available, that
the Partnership has no present intention of so registering such interests under
the Securities Act, that in any event interests in the Partnership may not be
transferred except as provided in this Agreement, and that accordingly such
Partner is able and is prepared to bear the economic risk associated with the
Partner's interest in the Partnership and to suffer a complete loss of such
interest, and (c) the Partner's knowledge and experience in financial and
business matters are such that the Partner is capable of evaluating the risks of
acquiring its Unit.  Each Partner shall make such additional representations
relating to the matters contemplated by Section 10.2(a) as the General Partner
may request.  The foregoing representations and warranties may be relied upon by
the Partnership, and by the other Partners, in connection with each Partner's
acquisition of Units.

                                  ARTICLE XII

                       WITHDRAWAL OR REMOVAL OF PARTNERS

          12.1  Withdrawal of General Partner.  The General Partner shall not
withdraw as the Partnership's general partner except as follows:

          (a) The General Partner shall be deemed to have withdrawn as the
Partnership's general partner upon the effective date of the transfer of all of
its General Partnership Interest in a transfer described in Section 10.2.

          (b) The General Partner may withdraw as the Partnership's general
partner by delivering a notice of withdrawal to the Partners.  Such notice shall
state the effective date of the General Partner's withdrawal, which date shall
be not less than 90 days subsequent to the date such notice is mailed, and shall
set forth rules and procedures for the nomination and election of a Successor
General Partner pursuant to Section 12.2. Unless such notice is earlier revoked,
the General Partner shall be deemed to have withdrawn as the Partnership's
general partner upon the earlier of (A) the effective date stated in such
notice, or (B) the date a Successor General Partner is admitted to the
Partnership pursuant to Section 11.3.

          12.2  Election of Successor General Partner.  If the General Partner
withdraws from the Partnership pursuant to Section 12.1(b), the Limited Partners
may elect a Successor General Partner by the affirmative vote of a Majority
Interest. If a Successor General Partner, as so elected, is admitted to the
Partnership pursuant to Section 11.3 on or before the effective date specified
in the General Partner's notice of withdrawal pursuant to Section 12.1(b), such
Successor General Partner shall continue the Partnership's business according to
this Agreement.

          12.3  Liquidation of General Partner's Interest.

          (a) Upon the admission of a Successor General Partner pursuant to
Section 11.3 by reason of an election pursuant to Section 12.2 or an appointment
pursuant to Section 13.2, the former General Partner's Partnership Interest
shall be liquidated.  If the sum of the former General Partner's Capital Account
balances upon liquidation is positive, the Partnership shall distribute such
positive balance to the former General Partner in cash within 90 days following
liquidation in the case

                                      33
<PAGE>

of admission of a Successor General Partner pursuant to Section 11.3 by reason
of an election pursuant to Section 12.2, and within 180 days following
liquidation in the case of admission of a Successor General Partner pursuant to
Section 11.3 by reason of an appointment pursuant to Section 13.2.

          (b) If the sum of the former General Partner's Capital Account
balances upon liquidation is negative, the former General Partner shall
eliminate the deficit in the manner specified in Section 13.5.

          (c) The amount payable to the former General Partner pursuant to
Section 12.3(a) shall be a liability of the Partnership to the former General
Partner, and the former General Partner shall have the full rights of a creditor
with respect to such liability.  If the Partnership defaults on the payment when
due of any amount required to be paid to the former General Partner with respect
to its Partnership Interest pursuant to Section 12. 3 (a), the amount due and
unpaid shall accrue interest at the federal short-term rate (as prescribed in
Code Section 1274(d)) from the date the defaulted payment was due to the date of
payment, plus costs of collection (including reasonable attorney's fees).
Similar rules shall apply in the case of a default by the former General Partner
in the payment of any amounts due to the Partnership pursuant to Section
12.3(b).

          12.4  Former General Partner's Liabilities.  In the case of any
transfer of all of the General Partner's General Partnership Interest pursuant
to Section 10.2(a) or any withdrawal of the General Partner pursuant to Section
12.1(b), and in either case upon the resulting admission of a Successor General
Partner to the Partnership pursuant to Section 11.3, the General Partner shall
be relieved of all Partnership liabilities.  In no event, however, shall the
General Partner be liable for Partnership liabilities incurred after the
effective date of the General Partner's withdrawal as General Partner.

          12.5  Withdrawal of Limited Partners.  Except as provided in Sections
5.10 and 10.3(c), no Limited Partner shall have any right to withdraw from the
Partnership without the prior written consent of the General Partner. Upon a
transfer of all of a Limited Partner's Units in a transfer described in Section
10.3, such Limited Partner shall cease to be a Limited Partner; provided that
the transferor shall not be released from liability to the Partnership for any
false statement made, or caused to be made, by such transferor in this Agreement
or in the Certificate of Limited Partnership.

          12.6  Removal of Limited Partners.  A Limited Partner may be removed
if the General Partner determines in its sole and conclusive discretion that
such removal is necessary to comply with or avoid any penalties or other burdens
arising under any requirements, conditions or guidelines contained in any
opinion, directive, order, ruling or regulation of any United States federal or
state agency or judicial authority or contained in any United States federal or
state statute. The General Partner shall provide written notice of removal to
any Limited Partner that it proposes to remove pursuant to this Section 12.6,
and if applicable shall provide such Limited Partner an opportunity to cure the
event giving rise to removal. Upon removal of a Limited Partner, such Limited
Partner, or the Limited Partner's successor in interest, shall be paid an amount
equal to the

                                      34
<PAGE>

aggregate balance of the Limited Partner's Capital Accounts. Such payment shall
be made without interest within 90 days following the date of such removal.

                                  ARTICLE XII

                          DISSOLUTION AND LIQUIDATION

          13.1  Dissolution.  The Partnership shall not be dissolved by the
admission of Additional Limited Partners or Substituted Limited Partners, by the
admission of a Successor General Partner, or by the withdrawal, removal, death,
incompetency, dissolution, bankruptcy, insolvency, or termination of any Limited
Partner.  The Partnership shall dissolve, and its affairs shall be wound up,
upon:

          (a) the election by the General Partner in its sole and conclusive
discretion to take such action;

          (b) the withdrawal of the General Partner pursuant to Section 12.1(b)
if the Limited Partners do not elect a Successor General Partner to continue the
Partnership's business as provided by Section 12.2;

          (c) the occurrence of any event not specified in Section 13.1(b) that
results in the General Partner ceasing to be the General Partner under Section
17-402 of the Delaware Act, unless the Limited Partners elect to continue the
Partnership pursuant to Section 13.2; or

          (d) the occurrence of any other event that makes it unlawful for the
Partnership's existence to be continued or that causes the dissolution and
winding up of the Partnership's affairs under the Delaware Act.

          13.2  Election to Continue Partnership.  Within 90 days following the
occurrence of any event referred to in Section 13.1(c), all remaining Partners
may agree in writing to continue the Partnership's business and to the
appointment, effective as of the date of the event referred to in Section
13.1(c) (the "withdrawal date"), of one or more Successor General Partners.
Unless a Successor General Partner is admitted to the Partnership within 90 days
after the withdrawal date, the Partnership shall be liquidated pursuant to
Section 13.3. If a Successor General Partner is admitted to the Partnership
pursuant to this Section 13.2, then (a) the Partnership shall continue until
dissolved according to this Article XIII, and (b) all necessary steps shall be
taken to amend the Certificate of Limited Partnership, and the Successor General
Partner may for this purpose exercise the powers of attorney granted the General
Partner pursuant to Section 15.1.

          13.3  Liquidation.

          (a) Upon dissolution of the Partnership or the occurrence of any event
referred to in Section 13.1(c), the General Partner shall be the Liquidator,
unless and until a successor Liquidator is appointed as provided herein.  The
Liquidator shall agree not to resign at any time without 30 days' prior written
notice.  The Liquidator may be removed at any time, with or without

                                      35
<PAGE>

cause, by notice of removal and appointment of a successor Liquidator approved
by a Majority Interest; provided that if the dissolution of the Partnership
resulted from an event described in Section 13.1(a), the General Partner may not
be removed as Liquidator. If the Liquidator resigns, a successor Liquidator may
be elected by a Majority Interest. The successor Liquidator shall succeed to all
rights, powers and duties of the former Liquidator. The right to appoint a
successor or substitute Liquidator in the manner provided herein shall be
recurring and continuing for so long as the functions and services of the
Liquidator are authorized to continue under the provisions hereof, and every
reference herein to the Liquidator shall be deemed to refer also to any such
successor or substitute Liquidator appointed in the manner herein provided.
Except as expressly provided in this Article XIII, the Liquidator appointed in
the manner provided herein shall have and may exercise, without further
authorization or consent of any of the parties hereto, all of the powers
conferred upon the General Partner under the terms of this Agreement (but
subject to all of the applicable limitations, contractual and otherwise, upon
the exercise of such powers) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding up
and liquidation of the Partnership as provided for herein. The Liquidator shall
receive as compensation for its services (i) if the Liquidator is the General
Partner, the compensation and reimbursements specified in Section 5.5, or (ii)
if the Liquidator is not the General Partner, a reasonable fee plus out-of-
pocket costs or such other compensation as a Majority Interest may approve.

          (b) Upon the occurrence of any event referred to in Section 13.1(c),
the Liquidator shall establish reasonable rules and procedures for the
nomination and election of a Successor General Partner pursuant to Section 13.2.
Pending such election, the Liquidator shall continue to operate the
Partnership's business in the ordinary course with a view to conserving the
Partnership's assets.  If no Successor General Partner is admitted to the
Partnership pursuant to Section 13.2 within the time period specified therein,
the Liquidator shall proceed with the liquidation of the Partnership's assets as
provided in Section 13.3(c).

          (c) Except as provided in Section 13.3(b), the Liquidator shall
liquidate the assets of each Partnership Division, and apply and distribute the
proceeds of such liquidation, in the following order of priority, unless
otherwise required by mandatory provisions of applicable law:

          (i) First, to the payment of the debts and obligations of such
     Partnership Division to its creditors (other than loans to the Partnership
     by Partners), including sales commissions and other expenses incident to
     any sale of the assets of the Partnership Division.

          (ii) Second, to the establishment of and additions to such Reserves
     as the Liquidator may deem necessary or appropriate.

          (iii) Third, to the payment in full of loans owed by such Partnership
     Division to Partners, pro rata according to the relative amounts of such
     unpaid loans of equal priority.

          (iv) Fourth, to the General Partner to the extent of the amount of
     the General Partner's Preferred Interest with respect to such Partnership
     Division.

                                      36
<PAGE>

          (v) Fifth, to the Partners, to the extent of and in proportion to
     their respective aggregate Capital Account balances with respect to such
     Partnership Division, such aggregate not less than zero (adjusted for all
     distributions and allocations pursuant to Article IV for all periods ending
     on or before the date of the distribution).

           (vi) Sixth, with respect to the CBB Division, Data Services Division
     and the Foreign Consultancy Division, to the Partners in the same manner as
     Cash Flow of such Partnership Division is distributed pursuant to Section
     4.1 and, with respect to the Electronic Trading Division, to the Partners
     according to their Percentage Interests.

          (d) The Reserves established pursuant to Section 13.3(c)(ii) shall be
paid over by the Liquidator to a bank or other financial institution, to be held
in escrow for the purpose of paying any contingent or unforeseen liabilities or
obligations or other items for which such Reserves were established and, at the
expiration of such period as the Liquidator deems advisable, such Reserves shall
be distributed to the Partners in the priorities set forth in Section 13.3(c).

          13.4  Distribution in Kind.  The provisions of Section 13.3 which
require the liquidation of the assets of the Partnership notwithstanding, but
subject to the order of priorities set forth therein, if upon dissolution of the
Partnership the Liquidator determines that an immediate sale of part or all of
the Partnership's assets would be impractical or would cause undue loss to the
Partners, the Liquidator may, in its sole and conclusive discretion, defer for a
reasonable time the liquidation of any assets except those necessary to satisfy
Partnership liabilities (other than loans to the Partnership by Partners) and
Reserves, and may, in its sole and conclusive discretion, distribute to the
Partners, in lieu of cash, as tenants in common and according to the provisions
of Section 13.3(c), undivided interests in such Partnership assets as the
Liquidator deems not suitable for liquidation.  Any such distributions in kind
shall be subject to such conditions relating to the disposition and management
of such properties as the Liquidator deems reasonable and equitable and to any
agreements governing the operating of such properties at such time.  The
Liquidator shall determine the Fair Market Value of any property distributed
according to the valuation procedures set forth in Article XIV.

          13.5  General Partner Deficit Makeup.  If the General Partner has a
deficit balance in any of its Capital Accounts following the liquidation of its
Partnership Interest, as determined after taking into account all Capital
Account adjustments for the Taxable Year during which such liquidation occurs
(other than those made pursuant to this Section 13.5), it shall contribute an
amount equal to such deficit to the Partnership by the end of such Taxable Year,
or if later, within 90 days following the date of such liquidation. Any amount
contributed to the Partnership pursuant to this Section 13.5 shall be
distributed according to Section 13.3(c).

          13.6  Cancellation of Certificate of Limited Partnership.  Upon the
completion of the distribution of Partnership property as provided in Sections
13.3 and 13.4, the Partnership shall be terminated, and the Liquidator (or the
Limited Partners, if necessary) shall cause the cancellation of the Certificate
of Limited Partnership and all qualifications of the Partnership as a foreign
limited partnership in jurisdictions other than the State of Delaware and shall
take such other actions as may

                                      37
<PAGE>

be necessary to terminate the Partnership. The Partnership shall be deemed to
continue in existence for all purposes of this Agreement until it is terminated
pursuant to this Section 13.6.

          13.7  Reasonable Time for Winding Up.  A reasonable time shall be
allowed for the orderly winding up of the business and affairs of the
Partnership and the liquidation of its assets pursuant to Section 13.3 in order
to minimize any losses otherwise attendant upon such winding up.

          13.8  Return of Capital.  The Liquidator shall not be personally
liable for the return of Capital Contributions or any portion thereof, it being
understood that any such return shall be made solely from Partnership assets.

                                  ARTICLE XIV

                                   VALUATION

          The Fair Market Value of any asset as of any date, or, if such date is
not a Business Day, as of the immediately preceding Business Day (the "Valuation
Date"), shall be determined as follows:

          A security which is listed on a recognized securities exchange shall
be valued as of its last sale price on the Valuation Date, or if no sale
occurred on such date, at its last "bid" price on the Valuation Date; and a
security which is traded over-the-counter shall be valued at its last "bid"
price on the Valuation Date.  This paragraph shall not apply, however, to any
security (i) held under a representation that it has been acquired for
investment, and not with a view to public sale or distribution, (ii) subject to
any other restriction on transfer, or (iii) where the size of the owner's
holdings of the security compared to the trading volume in the security
materially affects its liquidity and marketability.

          Any other asset (including any security to which the preceding
paragraph does not apply by its terms) shall be valued as of the Valuation Date
at the price a willing buyer would pay a willing seller in an arm's-length
transaction, neither being under any compulsion to buy or sell and both having
reasonable knowledge of relevant facts, as determined by the General Partner in
its sole and conclusive discretion using any valuation method selected by it in
its sole and conclusive discretion.

                                   ARTICLE XV

                               GENERAL PROVISIONS

          15.1  Power of Attorney.

          (a) Each Partner hereby constitutes and appoints the General Partner
and the Liquidator, with full power of substitution, as the Partner's true and
lawful agent and attorney-in-fact, with full power and authority in the
Partner's name, place and stead, to:

                                      38
<PAGE>

          (i) execute, swear to, acknowledge, deliver, file and record in the
     appropriate public offices (A) this Agreement, all certificates and other
     instruments and all amendments thereof which the General Partner deems
     appropriate or necessary in its sole and conclusive discretion to form,
     qualify, or continue the qualification of, the Partnership as a limited
     partnership (or a partnership in which limited partners have limited
     liability) in the State of Delaware and in all other jurisdictions in which
     the Partnership may conduct business or own property; (B) all instruments
     which the General Partner deems appropriate or necessary in its sole and
     conclusive discretion to reflect any amendment, change, modification or
     restatement of this Agreement; (C) all conveyances and other instruments or
     documents which the General Partner deems appropriate or necessary in its
     sole and conclusive discretion to reflect the dissolution and liquidation
     of the Partnership pursuant to the terms of this Agreement, including a
     certificate of cancellation; and (D) all instruments relating to the
     admission, withdrawal or substitution of any Partner pursuant to Article
     XI; and

          (ii) sign, execute, swear to and acknowledge all ballots, consents,
     approvals, waivers, certificates and other instruments appropriate or
     necessary, in the General Partner's sole and conclusive discretion, to
     make, evidence, give, confirm or ratify any vote, consent, approval,
     agreement or other action which is made or given by the Partners hereunder
     or is consistent with the terms of this Agreement and/or appropriate or
     necessary (and not inconsistent with the terms of this Agreement), in the
     General Partner's sole and conclusive discretion, to effectuate the terms
     or intent of this Agreement.

          (b) The foregoing power of attorney is irrevocable and coupled with an
interest, and shall survive the death, incompetency, disability, incapacity,
dissolution, bankruptcy, insolvency or termination of any Partner and the
transfer of the Partner's Partnership Interest and shall extend to such
Partner's heirs, successors, assigns and personal representatives.

          15.2  Title to Partnership Assets.  Partnership assets shall be
deemed to be owned by the Partnership as an entity, and no Partner, individually
or collectively, shall have any ownership interest in such Partnership assets or
any portion thereof.  Legal title to any or all Partnership assets may be held
in the name of the Partnership, the General Partner or one or more nominees, as
the General Partner, in its sole and conclusive discretion, may determine.  The
General Partner hereby declares and warrants that any Partnership assets for
which legal title is held in the name of the General Partner or any nominee
shall be held in trust by the General Partner or such nominee for the use and
benefit of the Partnership according to the provisions of this Agreement.  All
Partnership assets shall be recorded as the property of the Partnership on its
books and records, irrespective of the name in which legal title to such
Partnership assets is held.

          15.3  Addresses and Notices.  Any notice, demand, request or report
required or permitted to be given or made to any Person under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class mail or by other commercially reasonable means of
written communication (including delivery by a nationally recognized courier
service or by facsimile transmission) to the Person at the Person's address as
shown on the Partnership's books and records. An affidavit or certificate of
sending executed by the General Partner shall be conclusive (but not exclusive)
evidence of the date and fact of sending of any

                                      39
<PAGE>

such notice, demand, request or report. Any notice to the General Partner or the
Partnership shall be deemed given if received by the General Partner at the
Partnership's principal office designated pursuant to Section 2.4.

          15.4  Binding Effect.  This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns.

          15.5  Creditors.  Other than Sections 5.4 and 5.11, none of the
provisions of this Agreement shall be for the benefit of or enforceable by any
Person not a Partner.  No creditor who makes a loan to the Partnership may have
or acquire at any time as a result of making the loan any direct or indirect
interest in Partnership Profits, Losses, Distributions, capital or property
other than as a secured creditor.

          15.6  Waiver.  No failure by any party to insist upon the strict
performance of any covenant, duty, agreement or condition of this Agreement or
to exercise any right or remedy consequent upon a breach thereof shall
constitute waiver of any such breach or any other covenant, duty, agreement or
condition.

          15.7  Counterparts.  This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.  In addition, the provisions referred to in the second sentence
of Section 17-101(10) of the Delaware Act are incorporated herein by reference
and shall be deemed to be set forth in this Agreement.

          15.8  Applicable Law; Consent to Jurisdiction.  This Agreement shall
be construed according to and governed by the internal laws of the State of
Delaware, without regard to the principles of conflicts of law. Each Unitholder
agrees that any legal proceeding instituted against him with respect to the
Partnership's business or property may be brought in any court of competent
jurisdiction located in Delaware or in the place where the Partnership maintains
its principal place of business, as selected by the General Partner in its sole
and conclusive discretion. Each Unitholder hereby irrevocably accepts and
submits to the non-exclusive jurisdiction of each of the aforementioned courts
in personam generally and unconditionally with respect to any such proceeding
for himself and his property. If any such proceeding is brought in any such
jurisdiction, each Unitholder hereby (a) waives any objection on the ground of
venue or the convenience of the forum, and (b) agrees that any judgment obtained
in any such proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment, a certified or exemplified copy of which
shall be conclusive evidence of the fact and amount of the Unitholder's
indebtedness. Service and notice of any such proceeding may be made by mailing
any such service or notice to the Unitholder by certified United States mail,
postage prepaid, to the Unitholder's address (determined according to Section
15.3).

          15.9  Invalidity of Provisions.  If any provision of this Agreement is
or becomes invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not be affected thereby.

                                      40
<PAGE>

          15.10  Number and Gender.  Whenever required by the context, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

          15.11  Further Action.  The parties shall execute and deliver all
documents, provide all information and take or refrain from taking action as may
be necessary or appropriate to achieve the purposes of this Agreement.

          15.12  Integration.  This Agreement constitutes the entire agreement
among the parties hereto pertaining to the subject matter hereof and supersedes
all prior agreements and understandings pertaining thereto.

          15.13  Including.  Whenever the term "including" is used herein in
connection with a listing of items included within a prior reference, such
listing shall be interpreted to be illustrative only, and shall not be
interpreted as a limitation on or exclusive listing of the items included within
the prior reference.

                         *      *      *      *      *

                                      41
<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed or caused to be
executed on their behalf this Second Amended and Restated Agreement of Limited
Partnership as of the date set forth below.



GENERAL PARTNER:              BOARD OF TRADE OF THE
---------------               CITY OF CHICAGO


                              BY: /s/ Thomas R. Donovan
                                 -----------------------------------

                              Its President


LIMITED PARTNER:              THE LIMITED PARTNERS OF THE
---------------               PARTNERSHIP

                              BY:  BOARD OF TRADE OF THE CITY OF
                                   CHICAGO

                              Title: Attorney-In-Fact

                              BY: /s/ Thomas R. Donovan
                                 -----------------------------------

                              Its President

Dated: September 8, 1997
-----