S-1/A

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2002

                                                      REGISTRATION NO. 333-88460
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                AMENDMENT NO. 6

                                       TO

                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

               QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
             (Exact name of registrant as specified in its charter)

                                            
                   DELAWARE                                         6799
           (State of Organization)                      (Primary Standard Industrial
                                                           Classification Number)
                  98-0375395
   (I.R.S. Employer Identification Number)



                                            
                                                               CHRISTIAN BAHA
          LE MARQUIS COMPLEX, UNIT 5                     LE MARQUIS COMPLEX, UNIT 5
                 PO BOX 1479                                    PO BOX 1479
                  GRAND ANSE                                     GRAND ANSE
            ST. GEORGE'S, GRENADA                          ST. GEORGE'S, GRENADA
                 WEST INDIES                                    WEST INDIES
               (473) 439- 2418                                 (473) 439-2418
 (Address, including zip code, and telephone      (Name, address, including zip code, and
                   number,                                   telephone number,
including area code, of registrant's principal   including area code, of agent for service)
              executive offices)



                                    COPY TO:

                              JEFFRY M. HENDERSON
                                DOUGLAS E. AREND
                               HENDERSON & LYMAN
                     175 WEST JACKSON BOULEVARD, SUITE 240
                            CHICAGO, ILLINOIS 60604
                                 (312) 986-6960

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") check the following box.  [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

    If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box.  [ ]
                             ---------------------

                        CALCULATION OF REGISTRATION FEE



- ------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM   PROPOSED MAXIMUM      AMOUNT OF
                                                  AMOUNT BEING     OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
TITLE OF EACH CLASS OF SECURITIES BEING OFFERED    REGISTERED        PER UNIT(1)         PRICE(1)           FEE(1)
- ------------------------------------------------------------------------------------------------------------------------
                                                                                           
Series A and Series B Units................       $200,000,000         $1,000         $200,000,000          $18,400
                                                  200,000 Units
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    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

(1) Offering price and registration fee based upon the initial offering price
per Unit in accordance with Rule 457(d).

Registration of $200,000,000 aggregate principal amount (200,000 Units)
allocated between Series A and Series B based on subscriber demand, subject to
$1,000,000 minimum in a Series prior to commencement of trading.
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                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Quadriga
Capital Management, Inc., as general partner of the Registrant, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. George's, Grenada, West Indies, on the 9th day
of October, 2002.

                                          QUADRIGA SUPERFUND, L.P.

                                          By: QUADRIGA CAPITAL MANAGEMENT, INC.
                                            General Partner

                                          By:      /s/ CHRISTIAN BAHA
                                            ------------------------------------
                                            Title:   President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person on behalf
of Quadriga Capital Management in the capacity and on the date indicated.

                     SIGNATURES TITLE WITH REGISTRANT DATE
        (BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL
   AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QUADRIGA CAPITAL
                               MANAGEMENT, INC.)

                                          QUADRIGA CAPITAL MANAGEMENT, INC.
                                          Managing Owner of Registrant

                                          By:      /s/ CHRISTIAN BAHA
                                            ------------------------------------
                                                     Title:   President

October 9, 2002


                               INDEX TO EXHIBITS




EXHIBIT
NUMBER                        DESCRIPTION OF DOCUMENT
- -------                       -----------------------
         
  1.01      Form of Selling Agreement among each Series, Quadriga
            Capital Management, and the Selling Agent.
  1.02      Form of Additional Selling Agreement among each Series,
            Quadriga Capital Management and the Additional Selling
            Agent.
  3.01      Quadriga Superfund, L.P. Limited Partnership Agreement
            (included as Exhibit A to the Prospectus).
  3.02      Certificate of Limited Partnership
  5.01(a)   Opinion of Henderson & Lyman relating to the legality of the
            Units.
  5.01(b)   Opinion of Henderson & Lyman with respect to federal income
            tax consequences.
 10.01(a)   Form of Cargill Investor Services, Inc. Customer Agreement
            between each Series and the Clearing Brokers.
 10.01(b)   Form of ADM Investor Services, Inc. Customer Agreement
            between each Series and the Clearing Brokers.
 10.01(c)   Form of Fimat USA, Inc. Customer Agreement between each
            Series and the Clearing Brokers.
 10.02      Subscription Agreement and Power of Attorney (included as
            Exhibit D to Prospectus)
 10.03(a)   Form of Escrow Agreement between Series A and HSBC Bank USA.
 10.03(b)   Form of Escrow Agreement between Series B and HSBC Bank USA.
 23.02      Consent of KPMG LLP.
 24.01      Consent of Rothstein, Kass & Company, P.C.

EX-1.01

                                                                    Exhibit 1.01

                             SELLING AGENT AGREEMENT

                                                           _______________, 2002

Quadriga Asset Management, Inc.
180 North LaSalle Street
Suite #2416
Chicago, Illinois 60601

Ladies and Gentlemen:

     Quadriga Superfund, L.P., a Delaware limited partnership issuing Series A
and Series B units (the "Company"), whose general partner is Quadriga Capital
Management, Inc. ("QCM"), hereby confirms its agreement with Quadriga Asset
Management, Inc. ("QAM", "Agent" or "you"), as follows:

Introductory

         The Company is offering (the "Offering") for sale of its newly issued
units of business trust (the "Units"). It is acknowledged that QCM may, in its
sole discretion, regardless of any priorities or preferences, accept or reject
subscriptions in whole or in part in the Offering and terminate the Offering at
any time. Once made, subscriptions are irrevocable provided that a subscriber
may revoke his subscription within 10 business days prior to the applicable
Closing (defined below), whichever comes first, by the subscriber delivering
written notice to QCM.

         The term "Initial Offering Period" is the period commencing on the date
of the Prospectus and ending on April 30, 2003 (unless extended by QCM upon
amendment of the Registration Statement (defined below)) or such earlier date as
QCM has accepted subscriptions for at least $2,000,000 in either Series. During
the Initial Offering Period, Agent will offer Units for sale at an "Initial
Closing" at a price equal to $1,000 per Unit, which Initial Closing will not
take place unless QCM has accepted subscriptions for at least 2,000 Units in any
single Series. If the minimum number of Units is not sold during the Initial
Offering Period, the Offering will terminate and all subscription amounts
(together with any interest earned thereon) will be refunded to subscribers, as
described in the Prospectus.

         Units which remain unsold following the Initial Closing will be offered
for sale in a continuing offering (the "Continuing Offering") at monthly
closings ("Monthly Closings;" the Initial Closing or any Monthly Closing, each a
"Closing") to be held on the last day of each month at a price per Unit equal to
100% of the Net Asset Value, as defined in the Company's restated trust
agreement (the "Trust Agreement"), as of the close of business on the date of
such Monthly Closing.



         The minimum initial subscription for an investor is $5,000. Once an
investor has been admitted to the Company, there is no minimum for additional
subscriptions, except that they must be in multiples of $1,000.

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 containing a prospectus
relating to the Offering for the registration of the Units under the Securities
Act of 1933, as amended (the "1933 Act"). The Registration Statement, as amended
and as declared effective by the Commission, is hereinafter referred to as the
"Registration Statement." The prospectus on file with the Commission at the time
the Registration Statement initially becomes effective is hereinafter called the
"Prospectus," except that if the Company files a Prospectus pursuant to Rule 424
of the rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations") which differs from the Prospectus on file at the time the
Registration Statement initially becomes effective, or if the Company files an
amendment to the Registration Statement subsequent to the time it initially
becomes effective and such amendment contains a Prospectus which differs from
the Prospectus on file at the time the Registration Statement initially becomes
effective, the term "Prospectus" refers to the Prospectus filed pursuant to Rule
424 or contained in such amendment to the Registration Statement from and after
the time said Prospectus is filed with or transmitted to the Commission for
filing.

         Any terms not expressly defined herein have the same definition and
meaning as is set forth in the Prospectus.

SECTION 1. APPOINTMENT OF AGENT

         Subject to the terms and conditions herein set forth, the Company
hereby appoints Quadriga Asset Management, Inc. as its exclusive marketing agent
to consult with and advise the Company, and, on a "best efforts" basis, to
assist the Company with the solicitations of subscriptions for Units in
connection with the Company's offering of the Units in the Offering. Agent will
offer and sell Units in compliance with the requirements set forth in the
Registration Statement, the Prospectus, the Subscription Agreement and this
Agreement.

         On the basis of the representations, warranties and agreements herein
contained, and subject to the terms and conditions herein set forth, Quadriga
Asset Management, Inc. accepts such appointment and agrees to consult with and
advise the Company as to matters relating to the Offering and agrees to use its
best efforts to solicit subscriptions for Units in accordance with this
Agreement; provided, however, that the Agent will not be responsible for
obtaining subscriptions for any specific number of Units, will not be required
to purchase any Units and will not be obligated to take any action which is



                                       2


inconsistent with any applicable law, regulation, decision or order or decree,
directive, agreements or memorandum of or with any court, regulatory body,
administrative agency, or other government body. Units will be offered by means
of Subscription Agreements and Subscription Agreement for Existing Investors or
Subscribers, substantially in the respective forms set forth as Exhibit C and D
to the Prospectus (each a "Subscription Agreement").

         The parties agree that Units may be sold by the Agent or by other
broker-dealers appointed by the Agent (each an "Additional Selling Agent"),
provided that each such other broker-dealer executes a Selected Additional
Selling Agent Agreement in the form attached hereto as Exhibit A. The Selling
Agent and each Additional Selling Agent will notify the Company of the identity
of the registered representative of the Agent or Additional Selling Agent, as
the case may be, credited with the sale of each Unit (such registered
representative being referred to as the "Responsible Broker" and such Unit being
referred to as a "Credited Unit").

         The Selling Agent and each Additional Selling Agent will agree
diligently to make inquiries of each prospective purchaser of Units concerning
the suitability of such an investment for such person and to retain in its
records and make available to the Company for a period of a least six years,
information establishing that an investment in Units is suitable for each
purchaser of Units solicited by them.

SECTION 2. COMPENSATION OF THE SELLING AGENT, ADDITIONAL SELLING AGENTS AND
RESPONSIBLE BROKERS

         As compensation for the Agent's services under this Agreement or an
Additional Selling Agent's services under an Additional Selling Agent Agreement,
the Company will pay to the Agent or such Additional Selling Agent, as the case
may be, a sales commission of up to 4% of the purchase price of each Unit sold
by the Agent or such Additional Selling Agent. Such compensation will be paid
promptly following the applicable Closing for such Unit.

         As additional compensation to each Responsible Broker, the Company will
pay the Responsible Broker a trailing commission with respect to each Credited
Unit equal to 4% of the Net Asset Value of a Unit (the "Trailing Commission").
The Trailing Commission will be based on the Net Asset Value of a Unit as of the
last day of each year, commencing December 31, 2003; provided that:

         (a) no Trailing Commission will be paid with respect to any Credited
Unit that has been outstanding for less than one full year;

                                       3


         (b) if a Credited Unit is redeemed during a subsequent year, the
Trailing Commission with respect to such Credited Unit will be prorated based on
the portion of the year during which such Credited Unit was outstanding; and

         (c) to be eligible to receive the Trailing Commission, the Responsible
Broker must, at the date of payment, be a registered representative of a
broker-dealer that is registered with the Commission and is a member of the
National Association of Securities Dealers, Inc. (the "NASD") or be an
associated person of a futures commission merchant registered with the Commodity
Futures Trading Commission (the "CFTC") (such requirements being referred to as
the "Eligibility Requirements").

         The Trailing Commission, if any, payable to a Responsible Broker will
be paid within 45 days following the close of each year.

         Once you or an Additional Selling Agent sell Units to a particular
investor, you or such Additional Selling Agent will be entitled to a sales
commission on any Units subsequently purchased by that investor, and such units
will be deemed Credited Units of the Responsible Broker, for which he will be
entitled to a Trailing Commission so long as he satisfies the Eligibility
Requirements.

         The appointment of the Agent hereunder will terminate upon completion
or termination of the Offering.

SECTION 3. CLOSING DATES, RELEASE OF FUNDS

         (a) The Initial Closing, if any, for the acceptance of subscriptions
for Units of Currency is currently scheduled to be held on or before December
31, 2002. Monthly Closings in the Continuing Offering for Units will be held as
of the last day of each month.

         (b) Subject to its right to reject any subscription in its sole
discretion in whole or in part at any time prior to acceptance, the QCM, on
behalf of the Company, will accept subscriptions for Units properly made and
cause proper entry to be made in the Unit register to be maintained by the QCM.
No certificate evidencing Units will be issued to any subscriber; rather, Agent
will deliver confirmations in its customary form to subscribers whose
subscriptions have been accepted by the QCM at each Closing.

         (c) At each Closing, the delivery, receipt, and acceptance of
subscriptions for Units will be subject to the terms and conditions set forth in
this Agreement, including payment of the full subscription price for Units and
delivery of a properly completed Subscription Agreement by each subscriber.

                                       4


         (d) Upon the satisfaction of such terms and conditions, the aggregate
subscription price for Units will be paid and delivered to the Company at each
Closing.

SECTION 4. REPRESENTATIONS AND WARRANTIES

         The Company and QCM represent and warrant to the Agent as follows:

         (a) The Company intends to file the Registration Statement with the
Commission or before March 1, 2002. The Company also intends to file copies of
the Registration Statement with (i) the CFTC under the Commodity Exchange Act
(the "CEA") and the rules and regulations promulgated thereunder by the CFTC
(the "CFTC Rules"); (ii) NASD Regulation, Inc. ("NASD-R") pursuant to its
Conduct Rules; and (iii) the National Futures Association (the "NFA") in
accordance with NFA Compliance Rule 2-13. At the time the Registration Statement
becomes effective and at all times thereafter, including the Initial Closing and
each Monthly Closing, the Registration Statement shall comply in all material
respects with the requirements of the 1933 Act, the 1933 Act Regulations, the
CEA, the CFTC Rules, and the rules of NASD-R and NFA. The Registration Statement
and the Prospectus contain all statements and information required to be
included therein by the CEA and the CFTC Rules. The Registration Statement, the
Prospectus, and any Sales Information (as such terms are defined previously
herein or in Section 7 hereof) authorized by the Company for use in connection
with the Offering does not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading, and, if applicable, at such later time as any Prospectus
was filed with or mailed to the Commission for filing, the Prospectus will not
contain an untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading, provided, however, that the
representations and warranties in this Section 4(a) will not apply to statements
in or omissions from such Registration Statement, Prospectus or any Sales
Information made in reliance upon and in conformity with information furnished
to the Company by the Agent expressly regarding the Agent for use in the
Prospectus or Sales Information, which information includes the disclosure
included in the Prospectus under the caption "THE SELLING AGENTS." The Sales
Information will comply with the 1933 Act, the 1973 Act Regulations, the CEA,
the CFTC Rules and the Rules of NASD-R and the NFA.

         (b) The Trust Agreement provides for the subscription for and sale of
the Units; all action required to be taken by QCM and the Company as a condition
to the sale of the Units to qualified subscribers therefor has been, or prior to
each Closing will have been, taken; and, upon payment of the consideration
therefor specified in each accepted Subscription Agreement, the




                                       5


Units will constitute valid interests in the Company for which Units were
subscribed.

         (c) The Company has been duly formed and is validly existing as a
business trust in good standing under the laws of the State of Delaware with
full power and authority to conduct its business as described in the Prospectus,
and has been duly qualified to do business under the laws of, and is in good
standing as such in, every jurisdiction where the conduct of its business
requires such qualification, except where the failure to so qualify would not
have a material adverse effect on the condition, financial or otherwise, or the
business, operations or income of the Company (a "Material Adverse Effect").

         (d) QCM is a corporation duly organized, validly existing, and in good
standing under the laws of Grenada, and is qualified to do business and is in
good standing as a foreign corporation under the laws of each jurisdiction in
which the nature or conduct of its business requires such qualification and
where the failure to be so qualified could materially adversely affect QCM's
ability to perform its obligations hereunder or under the Trust Agreement or as
described in the Prospectus.

         (e) Each of the Company and QCM has full power and authority, as
applicable, under applicable law, to conduct its business and perform its
respective obligations, as applicable, under this Agreement and all other
agreements referred to in the Prospectus or the Registration Statement to which
the Company or QCM is a party.

         (f) QCM will have a net worth at each Closing sufficient in amount and
satisfactory in form to meet the net worth requirements set forth in the
Prospectus.

         (g) The Company does not own, directly or indirectly, other than in the
ordinary course of its business, equity securities or any equity interest in any
business enterprises.

         (h) KPMG LLP, the firm which have issued its reports on certain
financial statements included in the Registration Statement and the Prospectus,
are independent certified public accountants within the meaning of the Code of
Professional Conduct of the American Institute of Certified Public Accountants
and are independent accountants as required by the 1933 Act and the 1933 Act
Regulations.

         (i) This Agreement, and all other agreements referred to in the
Prospectus or the Registration Statement to which the Company or QCM is a party
have each been duly and validly authorized, executed and delivered by QCM on
behalf of the Company and QCM, as applicable, and each constitutes a



                                       6


valid and binding agreement of the Company and QCM, as applicable, enforceable
against the Company and QCM, as applicable, in accordance with its terms except
to the extent limited by bankruptcy, reorganization, insolvency, moratorium and
other laws of general application relating to or affecting the enforcement of
creditors' rights and by general equitable principles and except as rights to
indemnity hereunder may be limited by applicable securities laws. The Company
has full power and lawful authority to issue and sell the Units to be sold by it
hereunder on the terms and conditions set forth herein, all necessary corporate
proceedings therefor have been duly and validly taken, and no consent, approval,
authorization or other order of any governmental authority is required in
connection with such authorization, execution and delivery or with the
authorization, issue and sale of the Units, except such as may be required under
the 1933 Act or state securities laws.

         (j) The Units have been duly and validly authorized and, when issued
and delivered pursuant to this Agreement, will be duly and validly issued, fully
paid and nonassessable. The Units are not subject to preemptive rights of any
security holder of the Company.

         (k) The consummation of the transactions herein contemplated and the
fulfillment of the terms of this Agreement, and all other agreements referred to
in the Prospectus or the Registration Statement to which the Company or QCM is a
party, to be performed by the Company and QCM, as applicable, will not conflict
in any material respect with or result in a material breach of any of the terms
or provisions of, or constitute a material default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any of the
property or assets of the Company or QCM pursuant to the terms of any indenture,
mortgage, deed of Company, agreement for money borrowed or any other material
agreement or instrument to which the Company or QCM is a party, or by which the
Company or QCM may be bound, or to which any of the property or assets of the
Company or QCM are subject, nor will such action result in any violation of the
provisions of the charter or the bylaws, certificate of limited Company or
Company agreement, as applicable, of the Company or QCM, or any statute or any
order, rule or regulation applicable to the Company or QCM of any court or any
regulatory authority or other governmental body having jurisdiction over the
Company or QCM, assuming satisfaction by the Agent of the terms of this
Agreement and full compliance by the Agent and any other broker-dealers and
their associated persons with all applicable statutes, orders, rules, or
regulations in connection with the Offering.

         (l) The financial statements of the Company and QCM, together with the
related notes thereto, set forth in the Registration Statement and the
Prospectus, fairly present the financial position and results of operations of
the Company and QCM on the basis stated in the Registration Statement, at the
respective dates and for the respective periods to which they apply. Such




                                       7


statements and related notes are accurate, complete and correct, comply as to
form in all material respects with all applicable accounting requirements,
including the 1933 Act Regulations, have been prepared in accordance with
generally accepted accounting principles ("GAAP"), which were consistently
applied throughout the periods involved, except as otherwise disclosed therein.
Since the date of the statements of financial condition included in the
Registration Statement, except as contemplated in the Prospectus, no events have
occurred that have had a Material Adverse Effect. The summaries of such
financial statements and other financial, statistical and pro forma information
and related notes set forth in the Registration Statement and the Prospectus are
(i) accurate and correct and fairly present the information purported to be
shown thereby at the dates and for the periods indicated on a basis consistent
with the audited financial statements of the Company and QCM and (ii) in
compliance in all material respects with the requirements of the 1933 Act and
the 1933 Act Regulations.

         (m) Except as disclosed in the Registration Statement and Prospectus,
there is not now pending or, to the knowledge of QCM, threatened, any action,
suit or proceeding, before or by any court, governmental agency or body or
self-regulatory organization to which QCM, any "principals" of QCM, as defined
in CFTC Rule 4.10(e) ("QCM Principals") or the Company is a party, which might
result in a Material Adverse Effect, nor is QCM aware of any facts which would
form the basis for the assertion of any material claim or liability that are not
disclosed in the Registration Statement and Prospectus, and neither QCM nor any
QCM Principal has received any notice of an investigation by the Commission, the
CFTC, NASD-R or the NFA regarding noncompliance by QCM, the QCM Principals or
the Company with the 1933 Act, the 1933 Act Regulations, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), any other federal securities laws,
rules or regulations, the CEA, the CFTC Rules, or the rules of NASD-R or the
NFA, which action, suit, proceeding, or investigation resulted or might
reasonably be expected to result in any material adverse change in the
condition, financial or otherwise, business or prospects of QCM or of the
Company, or which could be material to an investor's decision to invest in any
of the Company.

         (n) QCM and each "principal" of QCM, as defined in CFTC Rule 3.1(a),
have all federal, state, and foreign governmental, regulatory, self-regulatory,
and exchange approvals, licenses, registrations, and memberships, and have
effected all filings with federal, state, and foreign governmental regulators,
self-regulatory organizations, and exchanges required to conduct their business
and to act as described in the Registration Statement and the Prospectus, or
required to perform their obligations under this Agreement and all other
agreements referred to in the Prospectus or the Registration Statement to which
the Company or QCM is a party. QCM is registered as a commodity pool operator
under the CEA and is a member in good standing of the NFA. QCM's principals





                                       8


identified in the Prospectus are all of QCM's Principals.

         (o) To the extent required under CFTC Rules and applicable CFTC staff
no-action letters, the actual performance of all pools "operated" within the
meaning of the CEA by QCM and of QCM's Principals is disclosed in the
Prospectus.

         (p) The Company and QCM have filed all necessary federal, state, local
and foreign income and franchise tax returns and have paid, or are contesting in
good faith, all taxes shown as due thereon; and QCM has no knowledge of any tax
deficiency which has been or might be asserted against the Company or QCM, which
would result in a Material Adverse Effect.

         (q) All contracts and other documents of the Company or QCM which are,
under the 1933 Act Regulations, required to be filed as exhibits to the
Registration Statement have been so filed.

         (r) The conduct of the businesses of the Company and QCM is in
compliance in all respects with applicable federal, state, local and foreign
laws and regulations, except where the failure to be in compliance would not
have a Material Adverse Effect. The Company and QCM are in possession of all
necessary licenses, permits, consents, certificates, orders, and other
governmental authorizations currently required for the conduct of their
respective businesses, except where failure to obtain such licenses, permits,
consents, certificates, orders or other governmental authorizations would not
have a Material Adverse Effect, and all such licenses, permits, consents,
certificates, orders and other governmental authorizations are in full force and
effect and neither the Company nor QCM has received any notice of proceedings
related to the revocation or modification thereof, and the Company and QCM are
in all material respects complying therewith; the expiration of any such
licenses, permits, consents, certificates, orders and other governmental
authorizations would not materially affect their operations; and none of the
activities or businesses of the Company or QCM is in violation of, or causes the
Company or QCM to violate, any material law, rule, regulation or order of the
United States, any state, county or locality, or any agency or body of the
United States or of any state, county or locality.

         (s) Neither the Company nor QCM is in violation, breach or default of
or under its charter or bylaws, certificate of limited Company or limited
Company agreement, as applicable, or any material bond, debenture, note or other
evidence of indebtedness or any material contract, agency agreement, indenture,
mortgage, loan agreement, lease, joint venture or other material agreement or
instrument to which the Company or QCM is a party or by which it or any of its
properties may be bound, or is in material violation of any federal, foreign,
state or local law, order, rule, regulation, writ, injunction or decree of any
government, governmental instrumentality or court, which violation would




                                       9


have a Material Adverse Effect.

         (t) The Company and QCM will make and keep accurate books and records
reflecting their respective assets and maintain internal accounting controls
which provide reasonable assurance that (i) transactions are executed with
management's authorization; (ii) transactions are recorded as necessary to
permit preparation of the Company's consolidated financial statements and to
maintain accountability for the assets of the Company and QCM; (iii) access to
the assets of the Company and QCM is permitted only in accordance with
management's authorization; and (iv) the reported accountability of the assets
of the Company and QCM is compared with existing assets at reasonable intervals.

         (u) The Company knows of no outstanding claims for finder's,
origination or underwriting fees with respect to the sale of the Units except as
contemplated herein.

         (v) All material transactions between the Company or QCM and the
officers, directors, partners or shareholders who beneficially own more than 5%
of any class of the Company's voting securities required to be disclosed under
the rules of the Commission, have been accurately disclosed in the Registration
Statement and the Prospectus, and, except as noted therein, the terms of each
such transaction are fair to the Company and no less favorable to the Company
than the terms that could have been obtained from unrelated parties.

         (w) The Company will not take, directly or indirectly, any action (and
does not know of any action taken by its directors, officers, shareholders or
others) designed to or which has constituted or which might reasonably be
expected to cause or result in, under the 1934 Act, stabilization or
manipulation of the price of any security of the Company to facilitate, the sale
or resale of the Units.

         Any certificate signed by an officer of QCM and delivered to the Agent
or its counsel that refers to this Agreement will be deemed to be a
representation and warranty by QCM to the Agent as to the matters covered
thereby with the same effect as if such representation and warranty were set
forth herein.

SECTION 5. COVENANTS OF THE COMPANY

         The Company and QCM hereby covenant with the Agent as follows:

         (a) The Company will not, at any time before or after the Registration
Statement, including any supplement filed pursuant to Rule 424 under the 1933
Act, is declared effective by the Commission file any amendment to such
Registration Statement without so notifying the Agent and without providing the
Agent a reasonable opportunity to review such amendment.


                                       10


         (b) The Company will immediately upon receipt of any information
concerning the events listed below notify the Agent and promptly confirm the
notice in writing:

                  (i) of the receipt of any comments from the Commission, or any
other governmental entity having authority with respect to the transactions
contemplated by this Agreement;

                  (ii) any requests by the Commission or any other governmental
entity having authority for any amendment or supplement to the Registration
Statement or for additional information;

                  (iii) of the issuance by the Commission or any other
governmental entity having authority of any order or other action suspending the
Offering or the use of the Registration Statement or the Prospectus;

                  (iv) the issuance by the Commission or any state authority
having jurisdiction of any stop order suspending the effectiveness of the
Registration Statement or of the initiation or threat of initiation or threat of
any proceedings for that purpose; or

                  (v) of the occurrence of any event mentioned in paragraph (g)
below.

         The Company will make every reasonable effort to prevent the issuance
by the Commission or any state authority having jurisdiction of any such order
and, if any such order at any time is issued, to obtain the lifting thereof at
the earliest possible time.

         (c) The Company will give the Agent notice of its intention to file,
and reasonable time to review prior to filing, any amendment or supplement to
the Registration Statement or the Prospectus.

         (d) The Company has delivered or will deliver to the Agent and to its
counsel two complete conformed copies (including all exhibits) of the
Registration Statement, as originally filed and each amendment thereto.

         (e) The Company will furnish to the Agent, without charge, from time to
time during the period when the Prospectus is required to be delivered under the
1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended
or supplemented) as the Agent may reasonably request for the purposes
contemplated by the 1933 Act or the 1934 Act or the respective applicable rules
and regulations of the Commission thereunder. The Company authorizes the Agent
to use the Prospectus (as amended or supplemented, if




                                       11


amended or supplemented) for any lawful manner in connection with the sale of
the Units by the Agent.

         (f) The Company will comply in all material respects with the 1933 Act
Regulations, the 1934 Act and the rules and regulations of the Commission
promulgated under the 1934 Act (the "1934 Act Regulations"), and all other
applicable laws (including state Blue Sky laws) to be complied with prior to,
at, and subsequent to each Closing. During the periods prior to each Closing and
when the Prospectus is required to be delivered, the Company will comply in all
material respects, at its own expense, with all requirements imposed upon it by
the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act
Regulations, in each case as from time to time in force, in accordance with the
provisions hereof and the Prospectus.

         (g) If, at any time during the period when the Prospectus relating to
the Units is required to be delivered (including the period after the Initial
Closing and prior to each Monthly Closing), any event relating to or affecting
the Company occurs, as a result of which it is necessary or appropriate, in the
reasonable good faith opinion of the Agent's counsel, to amend or supplement the
Registration Statement or Prospectus in order to make the Registration Statement
or Prospectus not misleading in light of the circumstances existing at the time
it is delivered to a purchaser, the Company will, at its expense, forthwith
prepare, file with the Commission and furnish to the Agent a reasonable number
of copies of an amendment or amendments of, or a supplement or supplements to,
the Registration Statement or Prospectus (in form and substance satisfactory to
the Agent and its counsel after a reasonable time for review) which will amend
or supplement the Registration Statement or Prospectus so that as amended or
supplemented it will not contain an untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in
light of the circumstances existing at the time the Prospectus is delivered to a
purchaser, not misleading. For the purpose of this Agreement, the Company will
timely furnish to the Agent such information with respect to itself as the Agent
may from time to time reasonably request.

         (h) If required, the Company will take all necessary actions, in
cooperation with you, to qualify or register the Units for offering and sale by
the Company under the applicable securities or Blue Sky laws of each
jurisdiction as you may reasonably designate, provided, however, that the
Company will not be obligated to qualify to do business in any jurisdiction in
which it is not so qualified. In each jurisdiction where any of the Units has
been qualified or registered as above provided, the Company will make and file
such statements and reports in each fiscal period as are or may be required by
the laws of such jurisdictions.

         (i) During the period which the Units are registered under the 1934




                                       12


Act or for the three years from the final Closing, whichever period is greater,
the Company will furnish to its unitholders as soon as practicable after the end
of each fiscal year an annual report (including a consolidated statement of
financial condition and consolidated statements of income or operations, changes
in shareholders' equity and cash flows of the Company and QCM as at the end of
and for such year, certified by independent public accountants in accordance
with Regulation S-X under the 1933 Act).

         (j) The Company will use the net proceeds from the sale of the Units in
the manner set forth in the Prospectus under the caption "Use of Proceeds."

         (k) Other than as permitted by the 1933 Act, the 1933 Act Regulations
and the laws of any state in which the Units are qualified for sale, the Company
will not distribute any Prospectus, offering circular or other offering material
in connection with the offer and sale of Units.

         (l) The Company will make generally available to its security holders
as soon as practicable, but not later than 90 days after the close of the period
covered thereby, an earning statement (in form complying with the provisions of
Rule 158 of the regulations promulgated under the 1933 Act) covering a
twelve-month period beginning not later than the first day of the Company's
fiscal quarter next following the effective date (as defined in such Rule 158)
of the Registration Statement.

         (m) The Company will file, if required, with the Commission such
reports on Form SR as may be required pursuant to Rule 463 under the 1933 Act.

         (n) The Company will register the Units under Section 12(g) of the 1934
Act prior to execution of the Public Offering Acknowledgment and will not
deregister the Units for a period of at least three years thereafter, unless
such registration is no longer required.

         (o) The Company will take such actions and furnish such information as
are reasonably requested by the Agent in order for the Agent to ensure
compliance with the "Interpretation With Respect to Free Riding and Withholding"
of NASD-R.

         (p) Prior to each Closing, the Company will conduct its business in
compliance in all material respects with all applicable federal and state laws,
rules, regulations, decisions, directives and orders including, without
limitation, all decisions, directives and orders of the NFA, the CFTC and
NASD-R.

         (q) The Company will not, prior to each Closing, incur any liability or
obligation, direct or contingent, or enter into any material transactions, other
than in the ordinary course of business, except as contemplated by the
Prospectus.

                                       13


         (r) The representations and warranties made in this Agreement will be
true and correct as of the date hereof and as of each Closing.

SECTION 6. PAYMENT OF EXPENSES

         The Company agrees to pay or cause to be paid and reimburse the party
making payment for all expenses incident to the performance of the obligations
of the Company under this Agreement, including, without limitation, the
following: (i) the fees and disbursements of the Company's counsel, accountants
and other advisors; (ii) the qualification of the Units under all applicable
securities or Blue Sky laws, including filing fees and the fees and
disbursements of counsel in connection therewith and in connection with the
preparation of a Blue Sky memorandum; (iii) the printing and delivery to the
Agent in such quantities as the Agent reasonably request of copies of the
Registration Statement and the Prospectus, as amended or supplemented and all
other documents in connection with this Agreement; (iv) filing fees incurred in
connection with the review of the Offering by the Commission, CFTC and by
NASD-R.

SECTION 7. INDEMNIFICATION

         (a) The Company agrees to indemnify and hold harmless the Agent and any
Additional Selling Agent, its respective officers, directors, agents, servants
and employees and each person, if any, who controls the Agent within the meaning
of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and
all loss, liability, claim, damage or expense whatsoever (including but not
limited to settlement expenses), joint or several, that any indemnified party
may suffer or to which any indemnified party may become subject under all
applicable federal and state laws or otherwise, and to promptly reimburse any
indemnified party upon written demand for any expenses (including fees and
disbursements of counsel) incurred by such indemnified party in connection with
investigating, preparing or defending any actions, proceedings or claims
(whether commenced or threatened) to the extent such losses, claims, damages,
liabilities or actions: (i) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in (a) the Registration
Statement (or any amendment or supplement thereto), the Prospectus (or any
amendment or supplement thereto), (b) any application or other instrument or
document of the Company or based upon written information supplied by the
Company or their representatives filed in any state or jurisdiction to register
or qualify any or all of the Units under the securities laws thereof
(collectively, the "Blue Sky Application"), or (c) any application or other
document, advertisement, oral statement, or communication ("Sales Information")
prepared, made or executed by or, with its consent, on behalf of the Company, or
based upon



                                       14


written or oral information furnished by, or with its consent, on behalf of the
Company, in connection with or in contemplation of the transactions contemplated
by this Agreement; (ii) arise out of or are based upon the omission or alleged
omission to state in any of the foregoing documents or information a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; or
(iii) arise from any theory of liability whatsoever relating to or arising from
or based upon the Registration Statement (or any amendment or supplement
thereto), preliminary or final Prospectus (or any amendment or supplement
thereto), Blue Sky Application or Sales Information or other documentation
distributed in connection with the Offering; provided, however, that no
indemnification is required under this paragraph (a) to the extent such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statements or alleged untrue statements in, or material omission or
alleged material omission from, the Registration Statement (or any amendment or
supplement thereto), Prospectus or Sales Information made in reliance upon and
in conformity with information furnished to the Company by the Agent regarding
QAM expressly for use in the Prospectus, which information consists of the
disclosure included in the Prospectus contained in the first paragraph under the
caption "TERMS OF THE OFFERING - General."

         (b) The Agent agrees to indemnify and hold harmless the Company, its
directors, officers, agents, servants and employees, and each person, if any,
who controls the Company within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act, against any and all loss, liability, claim,
damage or expense whatsoever (including but not limited to settlement expenses),
joint or several, that the Company or any of them may suffer or to which the
Company or any of them may become subject under all applicable federal and state
laws or otherwise, and to promptly reimburse the Company and any such persons
upon written demand for any expenses (including fees and disbursements of
counsel) incurred by the Company or any of them in connection with
investigating, preparing or defending any actions, proceedings or claims
(whether commenced or threatened) to the extent such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment or supplement thereto) or the Prospectus (or any
amendment or supplement thereto), the Sales Information, or arise out of or are
based upon the omission or alleged omission to state in any of the foregoing
documents a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading; provided, however, that your obligations under this Section 7(b)
will exist only if, and only to the extent, that such untrue statement or
alleged untrue statement was made in, or such material fact or alleged material
fact was omitted from the Registration Statement (or any amendment or supplement
thereto) or the Prospectus (or any amendment or supplement thereto) or the Sales
Information



                                       15


in reliance upon and in conformity with information furnished to the Company by
the Agent regarding Atrium Securities expressly for use in the Prospectus, which
information consists of the disclosure included in the Prospectus contained in
the first paragraph under the caption "TERMS OF THE OFFERING - General."

         (c) Each indemnified party must give prompt written notice to each
indemnifying party of any action, proceeding, claim (whether commenced or
threatened), or suit instituted against it in respect of which indemnity may be
sought hereunder. No indemnification will be available to any party who fails to
give notice as provided in this Section 7(c) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related and
was prejudiced by the failure to give such notice, but otherwise the omission so
to notify the indemnifying party will not relieve it from any liability that it
may have to an indemnified party under this Section 7. An indemnifying party may
participate at its own expense in the defense of such action. In addition, if it
so elects within a reasonable time after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties receiving such notice, may
assume the defense of such action with counsel chosen by it and approved by the
indemnified parties that are defendants in such action, and such indemnified
parties will not be liable for any fees and expenses of such counsel for the
indemnified parties incurred thereafter in connection with such action,
proceeding or claim, other than reasonable costs of investigation. In any
action, proceeding or claim, the indemnified party will have the right to retain
its own counsel, but the fees and disbursements of such counsel will be at its
own expense unless (i) the parties to any such action, proceeding or claim
include both the indemnifying party and the indemnified party and (ii)
representation of both parties by the same counsel reasonably would be deemed
inappropriate due to actual or potential conflicting interests between them. In
no event will the indemnifying parties be liable for the fees and expenses of
more than one separate firm of attorneys (other than any special counsel that
said firm may retain) for each indemnified party in connection with any one
action, proceeding or claim or separate but similar or related actions,
proceedings or claims in the same jurisdiction arising out of the same general
allegations or circumstances.

SECTION 8. CONTRIBUTION

         In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Section 7 is due in
accordance with its terms but is for any reason held by a court to be
unavailable from the Company or the Agent, the Company or the Agent will
contribute to the aggregate losses, claims, damages and liabilities (including
any investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting any contribution received by the Company or the
Agent from persons other than the



                                       16


other party thereto, who may also be liable for contribution) to the party
entitled to indemnification in such proportion so that the Agent is responsible
for that portion represented by the percentage that the fees paid to the Agent
pursuant to Section 1 of this Agreement (not including expenses) bears to the
gross proceeds received by the Company from the sale of the Units in the
Offering and the Company will be responsible for the balance. If, however, the
allocation provided above is not permitted by applicable law, then each
indemnifying party will contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Agent on the other in connection with the statements or omissions which
resulted in such losses, claims, damage or liabilities (or actions, proceedings
or claims in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Agent on the other will be deemed to be in the same proportion as the
total gross proceeds from the Offering (before deducting expenses) received by
the Company bears to the total fees (not including expenses) received by the
Agent. The relative fault will be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
other omission or alleged omission to state a material fact relates to
information supplied by the Company on the one hand or the Agent on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Agent agree that it would not be just and equitable if contribution pursuant
to this Section 8 were determined by pro rata allocation or by any other method
of allocation which does not take into account the equitable considerations
referred to above in this Section 8. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions, proceedings or claims in respect thereof referred to above in this
Section 8 will be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action, proceeding or claim. It is expressly agreed that the Agent will
not be liable for any loss, liability, claim, damage or expense or be required
to contribute any amount which in the aggregate exceeds the amount paid to the
Agent under the Agreement. It is understood that the above-stated limitation on
the Agent's liability is essential to the Agent and that the Agent would not
have entered into this Agreement if such limitation had not been agreed to by
the parties to this Agreement. No person found guilty of any fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) will be
entitled to contribution from any person who was not also found guilty of such
fraudulent misrepresentation. The obligations of the Company and the Agent under
this Section 8 and under Section 7 hereof will be in addition to any liability
which the Company and the Agent may otherwise have. For purposes of this Section
8, each of the Agent's officers and directors and each person, if any, who
controls the Agent within the meaning of the 1933 Act and the 1934 Act will have
the same rights to contribution as each officer and director of the Company and




                                       17


each person, if any, who controls the Company within the meaning of the 1933 Act
and the 1934 Act, and each officer and director of the Agent or the Company,
will have the same rights to contribution as the Agent or the Company,
respectively. Any party entitled to contribution, promptly after receipt of
notice of commencement of any action, suit, claim or proceeding against such
party in respect of which a claim for contribution may be made against another
party under this Section 8, will notify such party from whom contribution may be
sought. No person will be entitled to contribution hereunder who fails to give
notice as provided in this Section 8 if the party to whom notice was not given
was unaware of the proceeding to which such notice would have related and was
prejudiced by the failure to give such notice, but otherwise the omission so to
notify the party from whom contribution is sought will not relieve it from any
liability that it may have to a party seeking contribution under this Section 8.

SECTION 9. TERMINATION

         (a) In the event the Company elects not to accept any subscriptions for
Units in the Offering, this Agreement will terminate upon refund by the Company
to each person who has ordered any of the Units the full amount which it may
have received from such persons and no party to this Agreement will have any
obligation to the other hereunder, except for the Company's obligations under
Sections 1, 6, 7 and 8 hereof.

         (b) In the event that at least 1,000 Units are not sold by the end of
the Initial Offering Period, this Agreement will terminate and any such
termination will be without liability of any party to any other party except as
otherwise provided in Sections 1, 6, 7 and 8 hereof.

SECTION 10. SURVIVAL

         The respective indemnities, agreements, representations, warranties and
other statements of the Company and the Agent, as set forth in this Agreement,
will remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of the Agent or any of
its officers or directors or any person controlling the Agent, or the Company or
any officer, director or person controlling the Company, and will survive
termination of the Agreement and the receipt or delivery of any payment for the
Units.

SECTION 11. MISCELLANEOUS

         Notices hereunder, except as otherwise provided herein, must be given
in writing or by telegraph, addressed (a) to the Agent at 180 North LaSalle
Street, Suite #2416, Chicago, Illinois 60601 (Attention: President) with a copy
and (b) to the Company at Le Marquis Complex, Unit 5, P.O. Box 1479, Grand Anse,
St.



                                       18


George's, Grenada, West Indies (Attention: President), with a copy (which will
not constitute notice) to Henderson & Lyman, 175 West Jackson Blvd., Suite 240,
Chicago, Illinois 60604 (Attention: Douglas E. Arend, Esq.).

         This Agreement is made solely for the benefit of and will be binding
upon the parties hereto and their respective successors and the controlling
persons, directors and officers referred to in Section 7 hereof and no other
person will have any right or obligations hereunder. The term "successor" does
not include any purchaser of any of the Units.

         This Agreement will be governed by and construed in accordance with the
laws of the State of Illinois.

         This Agreement may be signed in various counterparts which together
will constitute one agreement.

         If the foregoing correctly sets forth the arrangement among the Company
and the Agent, please indicate acceptance thereof in the space provided below
for that purpose, whereupon this letter and your acceptance will constitute a
binding agreement.





                                             Very truly yours,

                                             QUADRIGA SUPERFUND

                                             By: Quadriga Capital Management,
                                                 Inc., its Managing Owner

                                             By: _______________________________
                                                 Christian Baha
                                                 Chairman

Accepted as of the date first above written.
QUADRIGA ASSET MANAGEMENT, INC.


By: _____________________________
     George Fountas, President


                                       19

EX-1.02

                                                                Exhibit No. 1.02

                                 [QUADRIGA LOGO]

                   "DRAFT" ADDITIONAL SELLING AGENT AGREEMENT


Made on _______________, 2002 between:

                         QUADRIGA ASSET MANAGEMENT INC.
                                551 FIFTH AVENUE
                                   SUITE 1502
                               NEW YORK, NY 10176
                      (sometimes hereinafter called "QAM")

                                       and


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

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

          (sometimes hereinafter called the "Additional Selling Agent")


Whereas:

     A.   Quadriga Capital Management, Inc. is an International Business Company
          ("QCM") registered on the 11th day of November, 1999 pursuant to CAP
          152 of the 1990 Revised Laws of Grenada Company No. 1102 of 1999 -
          2046, and is the general partner of Quadriga Superfund, L.P., Series A
          and Series B (the "Company").

     B.   Quadriga Asset Management, Inc. is a registered Broker/Dealer and NASD
          Member and has been appointed by the "company" as exclusive marketing
          agent to assist the "company" with the solicitation of subscriptions
          for "units" "as hereinafter defined" in the "Company".

     C.   The "Additional Selling Agent" is a Broker/Dealer and NASD member and
          is organized in accordance with the laws of the state or country of
          its formation.



     D.   "Units" means units or other participation rights in the Issuer which
          are expressly announced to the Additional Selling Agent as covered by
          this Agreement.

Now in consideration of the mutual promises and agreements herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed as follows:


1. APPOINTMENT OF THE ADDITIONAL SELLING AGENT

  1.1     QAM hereby invites the Additional Selling Agent to participate as an
          additional selling agent on a non-exclusive, non transferable and
          non-assignable basis to offer for sale Units. The Additional Selling
          Agent hereby accepts such invitation and agrees to participate in such
          offer for sale on the terms and conditions set out in this Agreement.

  1.2     The Additional Selling Agent warrants that it has obtained all
          necessary licenses and authorizations of all applicable authorities to
          engage in the activities covered by this Agreement and the Additional
          Selling Agent shall immediately inform QAM in writing if at any time
          such license or authorization expires or is withdrawn. Without
          limiting the foregoing, Additional Selling Agent represents and
          warrants that it is registered as a broker-dealer under the Securities
          Exchange Act of 1934, as amended and is a member in good standing of
          the National Association of Securities Dealers, Inc. The Additional
          Selling Agent acknowledges its understanding that it is not entitled
          to any compensation hereunder for any period during which it has been
          suspended or expelled from membership in the NASD. The intermediary
          further acknowledges that it shall not be permitted to receive
          trailing commission payments from the Company unless intermediary is
          registered with the CFTC and is a member in good standing of the NFA.
          The intermediary shall cause any sales persons receiving such trailing
          commissions to have a valid NASD Series 3 or Series 31 license at the
          time of receipt thereof.

  1.3     The Additional Selling Agent agrees to offer, sell and distribute
          Units in the above-described public offering only in such states or
          territories where it is permitted to offer, sell and distribute Units.

  1.4     The Company reserves the right to cancel or refuse or terminate, in
          whole or in part, any instruction or application to subscribe for
          Units or contract for purchase of any Units. The Additional Selling
          Agent agrees that no commission will be due or owing to the Additional
          Selling Agent on any transactions which are refused or cancelled.

                                       2


  1.5     The Additional Selling Agent shall perform the services hereunder as
          an independent contractor and not as an employee of the Company or
          QAM. Nothing in the Agreement shall constitute or is deemed to
          constitute a partnership, joint venture, agency, trust, formal
          business organization, separate legal entity or other association of
          any kind between the parties hereto. The Additional Selling Agent
          shall have no authority to bind or act on behalf of the Company or
          QAM. Except as specifically provided by this Agreement, Additional
          Selling Agent shall not act or represent or hold itself out as having
          authority to act as agent or partner of the Company or QAM, or in any
          way bind or commit the Company or QAM to any obligations. Any such act
          will create a separate liability in Additional Selling Agent to any
          and all third parties affected as a consequence. The rights, duties,
          obligations and liabilities of the parties shall be several and not
          joint or collective and each party shall be responsible individually
          only for its obligations described by this Agreement.


2. DUTIES OF THE ADDITIONAL SELLING AGENT

  2.1     The Additional Selling Agent:

     (a)  shall not make any representation other than as set out in the sales
          documents, offering memorandum, prospectus or similar documents issued
          by the Company or give or make any warranty on behalf of the Company
          or QAM;

     (b)  shall observe the terms and conditions relating to the promotion of
          the Company and to the issuance and sale of the Units whether
          contained in the sales documentation issued by the Issuer or in any
          directions of QAM provided to the Additional Selling Agent, or imposed
          by law or regulations having the force of law in any country or
          territory in which the Additional Selling Agent is promoting the Units
          or in which any investor or potential investor in the Units is a
          resident or of which such investor is a citizen or national and, in
          particular, but without limitation, the Additional Selling Agent shall
          not promote the Units or procure or seek to procure subscriptions for
          the Units from any person (whether an individual, firm or corporation)
          who is not eligible by reason of nationality or otherwise, to invest
          in the Units,

     (c)  Acknowledges its responsibility under applicable law to make every
          reasonable effort to determine that the purchase of "Units" is a
          suitable and appropriate investment for each person to whom
          "Additional Selling

                                       3


          Agent" introduces "Units", based on information provided by such
          person.

  2.2     In connection with its activities under this Agreement, the Additional
          Selling Agent shall use only such sales documents and/or promotional
          brochures as have been approved by the Company or QAM. QAM shall
          obtain approval for such sales documents to the extent legally
          required by the supervisory authority in any relevant jurisdiction
          prior to their use. The Additional Selling Agent shall not circulate
          any prospectus which has been withdrawn or supplemented.

  2.3     The Additional Selling Agent shall have no authority to accept
          applications for Units on behalf of the Company and shall in no
          circumstances have any power to enter into a transaction on behalf or
          in any other way to bind the Company or QAM.

  2.4     The Additional Selling Agent warrants to observe the conduct of
          business rules applicable in any state or territory in which the
          Additional Selling Agent is promoting the Units or - if applicable -
          in which any investor or potential investor in the Units is resident
          or of which such investor is a citizen or national. It is the
          Additional Selling Agent's duty to inform investors and potential
          investors in a reasonable manner about the Units and about the risks
          of investing in them, and to observe the terms and conditions relating
          to the sale and distribution of Units imposed by law or regulations
          having the force of law in any applicable state or territory.

  2.5     Additional Selling Agent's use of any of trademarks, trade names or
          logos of the Company or QAM shall be in a form and manner agreed to by
          QAM and in compliance with any applicable country-of-origin labeling
          requirements. Additional Selling Agent's use of any trademarks, trade
          names or logos of the Company or QAM shall be restricted to and
          coextensive with the performance of all of Additional Selling Agent's
          duties under this Agreement, shall cease immediately in the event this
          Agreement is terminated, and shall not be construed as conferring upon
          Additional Selling Agent any right or interest in or to such
          trademarks, trade names, or logos or to any registration thereof.

  2.6     Additional Selling Agent shall submit all advertising copy, including
          but not limited to sales brochures, newspaper and yellow page
          advertisements, radio and television commercials, internet-based web
          material, to QAM for approval, in QAM's sole discretion, prior to
          using the same in commerce.

                                       4


3. DUTIES OF QAM

QAM shall support the Additional Selling Agent concerning the offering and
distribution of the Units by providing the Additional Selling Agent with such
sales documents and promotional brochures as have been approved by the Company
or QAM, including copies of the prospectus and any amendments and supplements
thereto, without charge, and providing the Additional Selling Agent with such
current information or modifications regarding the Company or the distribution
of Units as is necessary to promote the Units.


4. TERRITORY

The Additional Selling Agent is not authorized to directly or indirectly
promote, offer, sell, distribute or deliver any of the Units in states or
territories except those identified to the Additional Selling Agent by the
Company or QAM.


5. COMPENSATION

The remuneration payable to the Additional Selling Agent on transactions in
Units is set out in the attached Schedule I. All fees shall be paid monthly in
arrears no later than the 20th calendar day of such month according to Schedule
I based on the net asset value of Units which the Additional Selling Agent is
credited as having sold.


6. PREVENTION OF MONEY LAUNDERING

  6.1     The Additional Selling Agent shall use due diligence to learn the
          essential facts relative to every person or entity for whom orders for
          the purchase of Units are effected and shall follow procedures that
          are at least equivalent to those required by the USA Patriot Act and
          regulations adopted thereunder on prevention of the use of the
          financial system for the purposes of money laundering as amended from
          time to time. In the event that QAM requires information or is
          required by any competent authority to provide information as to the
          identity of investors or in the event that any form of money
          laundering is suspected, the Additional Selling Agent agrees to make a
          full disclosure of such information to QAM and/or all appropriate
          authorities. Where the Additional Selling Agent is a resident in a
          country which is a member of the Financial Action Task Force, such
          disclosure shall be made to the extent provided by local law. The
          Additional Selling Agent will retain the evidence of verification of
          identity and records of all transactions for at least five years
          following

                                       5


          the ending of the relationship with any person for whom orders for the
          subscription of Units have been affected.

  6.2     QAM reserves the right to seek and the Additional Selling Agent agrees
          to supply to the Company and QAM and/or any designated representative
          of them, without undue delay, such documentation as it may request in
          order to satisfy itself as to the essential facts relative to the
          Additional Selling Agent and any suspected or potential money
          laundering. If the Additional Selling Agent fails to supply such
          documentation as requested by the Company or QAM, each Issuer and/or
          representative of them within a reasonable period of time, this
          Agreement may be terminated at the sole discretion of QAM immediately
          in writing in accordance with clause 7 .2 (except to the extent that
          QAM will not be required to give written notice of such termination).
          In the event that the Company, QAM, and/or any representative of them
          is required by any competent authority to provide information as to
          the identity of the Additional Selling Agent or in the event that
          money laundering is suspected, the Additional Selling Agent agrees to
          make a full disclosure of all relevant information to the Company,
          QAM, and/or all appropriate authorities.

  6.3     The Additional Selling Agent warrants and agrees to indemnify the
          Company and QAM and hold the Company and QAM harmless from and against
          all liabilities, losses, damages, claims and expenses, including
          attorneys' and other legal fees, in connection with the foregoing
          warranty.


7. TERMINATION

  7.1     QAM may terminate or suspend this Agreement immediately if any
          licenses or approvals required of the Additional Selling Agent are
          suspended, expire or are revoked or if the Additional Selling Agent is
          otherwise unable to perform its duties hereunder, or if any finding of
          wrongdoing or breach of any laws or regulations is made against it or
          if the intermediary breaches any term or conditions of this agreement.

  7.2     Either Party may terminate this agreement without cause upon 30 days
          written notice given to the other party.

  7.3     If this Agreement is terminated pursuant to Article 7.1, then
          Additional Selling Agent shall not be entitled to any commissions, or
          any other remuneration, subsequent to the first to occur of the
          suspension, expiration or revocation of any licenses or approvals
          required of the Additional Selling Agent, or the date that Additional

                                       6


          Selling Agent is otherwise unable to perform its duties hereunder, or
          the date of any wrongdoing or breach of any laws or regulations or
          this agreement by Additional Selling Agent, or the date of termination
          hereof.


8. INDEMNIFICATION

  8.1     QCM agrees to indemnify and hold harmless the Additional Selling Agent
          and each person, if any, who controls such person within the meaning
          of Section 15 of the Securities Act against any and all losses,
          claims, damages, costs, expenses, liabilities, joint or several
          (including any investigatory, legal and other expenses incurred in
          connection with, and any amount paid in settlement of, any action,
          suit or proceeding or any claim asserted), and actions to which they,
          or any of them, may become subject under the Securities Act, the
          Securities Exchange Act of 1934, the Commodity Act or other federal or
          state statutory law or regulation, at common law or otherwise, insofar
          as such losses, claims, damages, costs, expenses, liabilities or
          actions arise out of or are based upon any untrue statement of a
          material fact contained in any preliminary prospectus, the
          Registration Statement or the Prospectus or any amendment of
          supplement thereto, or the omission to state therein a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading (in the case of the Prospectus, of any
          amendment or supplement thereto, in the light of the circumstances
          under which such statements were made); provided, however, that in
          -------- no event shall the indemnification agreement contained in
          this subsection 8.1 of Section 8 inure to the benefit of any of the
          indemnified parties (or any person controlling any such party within
          the meaning of Section 15 of the Securities Act) on account of any
          losses, claims, damages, costs, expenses and liabilities arising from
          the sale of the Units to any person if such losses, claims, damages,
          costs, expenses, liabilities or actions arise out of or are based
          upon, an untrue statement or omission in a preliminary prospectus or
          the Prospectus or a supplement or amendment thereto, if a preliminary
          prospectus, the Prospectus, the Prospectus as amended or supplemented
          or as further amended or supplemented, respectively, shall correct,
          prior to the delivery to such person of his subscription, the untrue
          statement or omission which is the basis of the loss, claim, damage,
          liability or action for which indemnification is sought and a copy of
          a preliminary prospectus, the Prospectus or the Prospectus as amended
          or supplemented or as further amended or supplemented, as the case may
          be, had not been sent or given to such indemnified person at or prior
          to the receipt of the subscription.

                                       7


  8.2     The Additional Selling Agent agrees to indemnify and hold harmless the
          Partnership and QCM, as the case may be, and each person, if any, who
          controls the Partnership or as the case may be, within the meaning of
          Section 15 of the Securities Act to the same extent as the foregoing
          indemnity from QCM set forth in subsection 8.1 of this Section 8 (and,
          in the case of QCM, for any indemnity paid by QCM pursuant to
          subsection 8.1 of this Section 8, but only insofar as such losses,
          claims, damages, costs, expenses, liabilities or actions arise out of
          or are based upon a breach of any agreement, covenant, representation
          or warranty set forth in this Agreement by the Additional Selling
          Agent.

  8.3     Each of the parties to this Agreement understands that the obligations
          of each party subject to this Section 8 are separate and distinct.
          Notwithstanding any other provision of this Section 8, QCM (i) shall
          have no obligation to indemnify the Additional Selling Agent for more
          than the amount of proceeds resulting from the sale of Units by the
          Additional Selling Agent during the Continuing Offering Period plus
          the Additional Selling Agent's actual expenses incurred in connection
          with any loss, claim, damage, charge or liability (including
          reasonable attorneys' and accountants' fees incurred in defense
          thereof) and (ii) any obligation of QCM to indemnify the Additional
          Selling Agent shall be adjusted to reflect the relative responsibility
          of the Additional Selling Agent (if any) for the circumstances giving
          rise to the losses, claims, damages, costs, expenses, liabilities or
          actions for which indemnification is sought.

  8.4     Notwithstanding any other provision of this Agreement, indemnification
          of QCM or its controlling persons by the Partnership shall be
          permitted only to the extent permitted by the Agreement of Limited
          Partnership, as amended.

  8.5     Any party which proposes to assert the right to be indemnified under
          this Section 8 will, promptly after receipt of notice of commencement
          of any action, suit or proceeding against such party in respect of
          which a claim is to be made against an indemnified party under this
          Section 8, notify each such indemnifying party of the commencement of
          such action, suit or proceeding but the omission to notify an
          indemnifying party shall not relieve such indemnifying party from any
          liability which it may have to any indemnified party under this
          Section 8 except to the extent, and only to the extent, that such
          omission was prejudicial to the indemnifying party. In no event shall
          any such omission relieve an indemnifying party of any liability which
          it may have to an indemnified party otherwise than under this Section
          8. In case any such action, suit or proceeding shall be brought
          against any

                                       8


          indemnified party, and such party shall notify the indemnifying party
          of the commencement thereof; the indemnifying party shall be entitled
          to participate therein, and, if it shall wish, individually or jointly
          with any other indemnifying party, to assume (or have such other party
          assume) the defense thereof, with counsel reasonably satisfactory to
          such indemnified party, and after notice from the indemnifying party
          to such indemnified party of its election (or the election of such
          other party) so to assume the defense thereof, the indemnifying party
          shall not be liable to such indemnified party for any legal or other
          expenses, other than reasonable costs of investigation requested by
          the indemnifying party (or such other party), subsequently incurred by
          such indemnified party in connection with the defense thereof. The
          indemnified party shall have the right to employ its counsel in any
          such action, but the fees and expenses of such counsel shall be at the
          expense of such indemnified party unless (i) the employment by counsel
          by such indemnified party has been authorized by the indemnifying
          party (or such other indemnifying party as may have assumed the
          defense of the action in questions), (ii) the indemnified party shall
          have reasonably concluded that there may be a conflict interest
          between the indemnifying party (or such other party) and the
          indemnified party in the conduct of the defense of such action (in
          which case the indemnifying party (or such other party) shall not have
          the right to direct the defense of such action on behalf of the
          indemnified party) or (iii) the indemnifying party shall not in fact
          have employed counsel to assume the defense of such action, in each of
          which cases the fees and expenses of counsel shall be at the expense
          of the indemnifying party (subject to possible reimbursement of the
          indemnifying party by such other party). An indemnifying party shall
          not be liable for any settlement of any action or claim effected
          without its consent. In the case of (ii) above, the indemnifying party
          (or the indemnifying parties, if an indemnified party shall have a
          claim for indemnification against more than one indemnifying party)
          shall not be liable for the expenses of more than one separate counsel
          for each of the following groups: (x) the Additional Selling Agent and
          any person who controls the Additional Selling Agent within the
          meaning of Section 15 of the Securities Act, and (y) the Partnership
          and QCM and any person who controls the Partnership and within the
          meaning of Section 15 of the Securities Act.


9. MISCELLANEOUS

  9.1     This Agreement embodies the entire understanding between the parties
          hereto in respect of the subject matter hereof and no modification or
          amendment of any provision of this Agreement shall

                                       9


          be effective unless the same shall be reduced to writing and signed by
          the parties hereto.

  9.2     The illegality, invalidity or enforceability of any provision of this
          Agreement under the law of any jurisdiction shall not affect its
          legality, validity or enforceability under the law of any other
          jurisdiction nor the legality, validity or enforceability of any other
          provision

  9.3     In case that single terms of this Agreement are or become inoperative
          or impracticable, the rest of this Agreement shall remain unaffected
          thereby. To the extent practicable, any invalid or inoperative terms
          will be replaced by valid and operative terms which are closest to the
          real purpose of the invalid or inoperative terms.

  9.4     All controversies resulting from this contract, including the question
          of its valid realization and its pre-effects and consequences,
          exclusively lie in the jurisdiction of the competent court of New
          York, and the parties agree that New York law, applied without regard
          to conflict of laws principles, shall be solely applicable to the
          interpretation and enforcement of this Agreement.

  9.5     This Agreement is deemed to have been drafted jointly by the parties,
          and any uncertainty or ambiguity shall not be construed for or against
          either party as an attribution of drafting to either party.

  9.6     This Agreement may be executed in any one or more counterparts, each
          of which shall constitute an original, no other counterpart needing to
          be produced, and all of which, when taken together, shall constitute
          but one and the same instrument. If this Agreement is signed and
          transmitted by facsimile machine or electronic mail, the signature of
          any party on such agreement transmitted by facsimile or electronic
          mail shall be considered, and have the same force and effect, as an
          original document.



                                       10



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


FOR QUADRIGA ASSET MANAGEMENT INC.:



- ---------------------------
George Fountas (President)

Date:
      ---------------------


FOR THE ADDITIONAL SELLING AGENT:



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

Date:
      ---------------------


                                       11


                                   SCHEDULE I

                                  REMUNERATION



Made on _______________, 2002 between:


                         QUADRIGA ASSET MANAGEMENT INC.
                                551 FIFTH AVENUE
                                   SUITE 1502
                               NEW YORK, NY 10176

                      (sometimes hereinafter called "QAM")


                                       and


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

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

          (sometimes hereinafter called the "Additional Selling Agent")



  1.      In consideration of the Additional Selling Agent soliciting and
          obtaining purchasers of the Units, QAM shall pay the Additional
          Selling Agent a selling commission as specified below subject to the
          possibility of a payment of additional selling commissions as
          described herein.

          In consideration of the provision by the Additional Selling Agent of
          the additional services specified below in the next succeeding
          paragraph, QAM will pay to the Additional Selling Agent (provided it
          represents that it is registered with the CFTC as a futures commission
          merchant or introducing broker and is a member in good standing of the
          NFA in such capacity) ongoing payments serviced by the Additional
          Selling Agent. Such ongoing compensation shall commence at the
          beginning of the thirteenth full month after the sale of the Units.
          The Additional Selling Agent may pay such compensation to its
          registered representatives who are registered as associated persons
          with the CFTC and have passed the National Commodity Futures
          Examination (Series 3) or the Futures Managed Funds

                                       12


          Examination (Series 31). If any such registered representative shall
          transfer employment to another CFTC/NFA registered firm, and the
          limited partners to which he sold shall also become clients of the
          transferee firm, the Additional Selling Agent agrees to transfer its
          ongoing compensation to the transferee firm.

          The ongoing compensation specified above shall be in consideration of
          and is contingent upon the provision by the Additional Selling Agent
          or its affiliates of additional services in connection with the Units
          sold by the Additional Selling Agent, including: (w) inquiring of QCM
          from time to time, at the request of an owner of Units sold by it, as
          to the Net Asset Value of a Unit; (x) inquiring of QCM from time to
          time, at the request of an owner of Units sold be it, regarding the
          commodities markets and the Partnership; (y) assisting, at the request
          of QCM, in the redemption of Units sold by it; and (z) providing such
          other services to the owners of the Units sold by it as QCM may, from
          time to time, reasonably request. The Additional Selling Agent also
          will use its best efforts to insure that any of its registered
          representatives to whom compensation is passed on will cooperate in
          providing the services specified in clauses (w) through (z) above for
          as long as such representative continues in the employment of the
          Additional Selling Agent. The Additional Selling Agent shall forfeit
          its rights hereunder to receive any ongoing compensation relating to
          the additional services for the entirety of any month during which it
          is not duly registered with the CFTC as a futures commission merchant
          or introducing broker and a member in good standing of NFA.

          Additional Selling Agents and registered representatives who are not
          registered with the CFTC as described above may receive additional
          selling commissions from QAM, paid on the same basis as the ongoing
          payments, provided that the total of such additional selling
          commissions plus the initial selling commission and per Unit
          organization and offering costs properly deemed to constitute costs
          allocable to the Additional Selling Agents, such as a selling
          brochure, seminar costs and travel expenses do not exceed 10% of such
          Units' initial sale price. Any such ongoing payments or additional
          selling commission will be paid by QAM and not by the Company, but may
          be deemed to constitute underwriting compensation. If any such
          registered representative shall transfer employment to another NASD
          registered firm, and the limited partners to which he sold shall also
          become clients of the transferee firm, the Additional Selling Agent
          agrees to transfer its ongoing compensation to the transferee firm.


                                       13


  1.1     The Company will pay to the Additional Selling Agent a sales
          commission according to the appropriate Matrix below, based on the net
          asset value at the end of the immediately preceding month of Units
          which the Additional Selling Agent is credited as having sold (without
          regard to such net asset value for any prior period):


  1.1.a   Standard Compensation Matrix:


  1.1.b   Alternate Compensation Matrix:
          Upon termination of the Additional Selling Agent Agreement pursuant to
          the terms of Section 7.2 thereof, the following matrix supersedes the
          provisions of 1.1.a hereof.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


FOR QUADRIGA ASSET MANAGEMENT INC.:





- -----------------------------                  -----------------------------
George Fountas (President)

Date:
      -----------------------

FOR THE ADDITIONAL SELLING AGENT:





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


Date:
      -----------------------



                                       14






                                 [QUADRIGA LOGO]





              QUADRIGA SUPERFUND, L.P. - SELLING AGREEMENT APPENDIX
                    SELLING AGREEMENT DATED__________, 200__







Please provide the following information.


1) Company Legal Name____________________________

2) Company Address____________________________________________________________
                   Street (P.O Box not acceptable)  City      State   Zip Code

3) Broker-Dealer Name_____________________________

4) Broker-Dealer Phone/Fax________________________

5) Broker-Dealer E-mail___________________________

6) Bank name____________________________

7) Account Number____________________________

8) ABA Nr.____________________________





                                       15

EX-3.02

                                                                EXHIBIT NO. 3-02


                               STATE OF DELAWARE
                      CERTIFICATE OF LIMITED PARTNERSHIP



- -    THE UNDERSIGNED, desiring to form a limited partnership pursuant to the
     Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter
     17, does hereby certify as follows:

- -    FIRST: The name of the limited partnership is Quadriga Superfund, L.P.

- -    SECOND: The address of its registered office in the State of Delaware is
     1220 North Market Street, Suite 606 in the city of Wilmington 19801.

     The name of the Registered Agent at such address is Registered Agents Legal
     Services, LLC.

- -    THIRD: The name and mailing address of each general partner is as follows:

          Quadriga Capital Management, Inc.
          LeMarquis Complex, Unit 5
          P.O. Box 1479
          Grand Anse, St. George's, Grenada, West Indies

- -    FOURTH: The limited partnership shall have two series of interests, Series
     A and Series B. The debts, liabilities and obligations incurred, contracted
     for or otherwise existing with respect to a particular series shall be
     enforceable only against the assets of such series and not against the
     assets of the limited partnership generally, or any other series thereof.

- -  IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited
     Partnership of Quadriga Superfund, L.P. as of April 17, 2002.


                                   BY: /s/ CHRISTIAN BAHA
                                       -----------------------------------------
                                       Christian Baha, President of Quadriga
                                       Capital Management, Inc., general partner



    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/03/2002
   020284389 - 3521636

EX-5.01(A)

                                                             EXHIBIT No. 5.01(a)


Exhibit Number 5.01.a.
OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]

October 10, 2002

Quadriga Superfund, L.P. Series A and Series B
Le Marquis Complex, Unit 5, P.O. Box 1479
Grand Anse, St. George's
Grenada, West Indies


RE: RE: QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B UNITS OF LIMITED
PARTNERSHIP INTEREST

Ladies and Gentlemen:

         We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed on the date hereof by Quadriga Superfund, L.P., a Delaware
limited partnership (the "Partnership"), under the Securities Act of 1933 (the
"1933 Act"), with the Securities and Exchange Commission, relating to the
registration under the 1933 Act of $200,000,000 of Units of Limited Partnership
Interest (the "Units"). For purposes of expressing the opinions hereinafter set
forth, our examination of documents has been limited to the examination of
executed or conformed counterparts, or copies otherwise proved to our
satisfaction, of the following: (a) The Certificate of Limited Partnership of
the Partnership, dated April 17, 2002 (the "Certificate of Partnership"), as
filed in the office of the Secretary of State of the State of Delaware (the
"Secretary of State"); (b) The Limited Partnership Agreement of the Partnership,
dated as of August 5, 2002, attached to the Registration Statement as Exhibit
"A"; (c) The Registration Statement; (d) A form of Subscription Agreement and
Power of Attorney, including a Subscription Agreement and Power of Attorney
Signature Page of the Partnership (the "Subscription Agreement"), attached to
the Registration Statement as Exhibit "D"; and (f) A Certificate of Good
Standing for the Partnership ("Certificate") obtained from the Delaware
Secretary of State. Initially capitalized terms used herein and not otherwise
defined are used as defined in the Registration Statement.

         For purposes of this opinion, we have not reviewed any documents other
than the documents listed above, and we have assumed that there exists no
provision in any document not listed above that bears upon or is inconsistent
with the opinions stated






herein. We have conducted no independent factual investigation of our own, but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects. With respect to all documents examined by us, we have assumed
that (i) all signatures of parties except for the Partnership on documents
examined by us are genuine, and (ii) all documents submitted to us as copies
conform to the original copies of those documents. For purposes of this opinion,
we have assumed (i) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (ii) that after the issuance and sale
of Units in the Partnership under the Registration Statement and the Agreement,
the dollar amount of the Units issued by the Partnership will equal or exceed
the minimum, and the dollar amount of the Units issued and reserved for issuance
by the Partnership will not exceed the maximum, dollar amount of the Units which
may be issued by the Partnership under the Registration Statement and the
Agreement, (iii) that the Agreement constitutes the entire agreement among the
parties thereto with respect to the subject matter thereof, including with
respect to the admission of beneficial owners to, and the creation, operation
and termination of, the Partnership and that the Agreement and the Certificate
are in full force and effect, have not been amended and no amendment of the
Agreement or the Certificate is pending or has been proposed, and (iv) except
for the due creation and valid existence in good standing of the Partnership as
a business Partnership under the Delaware Revised Uniform Limited Partnership
Act (6 Del. Code Section 17-101, et seq.) (the "Act"), the due creation,
organization or formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation and the capacity
of persons and entities who are parties to the documents examined by us. Insofar
as the opinions expressed herein relate to the Units and persons and entities to
be admitted to the Partnership as beneficial owners of the Partnership in
connection with the Registration Statement (the "Unitholders"), the opinions
expressed herein relate solely to the Unitholders and the Units to be issued in
connection with the Registration Statement.

         Based upon the foregoing, and upon our examination of such questions of
law and statutes as we have considered necessary or appropriate, and subject to
the assumptions, qualifications, limitations and exceptions set forth herein, we
are of the opinion that:

                  1. The Partnership has been duly created and is validly
         existing in good standing as a limited partnership under the Act.

                  2. Assuming (i) the due authorization, execution and delivery
         to the General Partner of a Subscription Agreement by each Unitholder,
         (ii) the due acceptance by the General Partner of each Subscription
         Agreement and the due acceptance by the General Partner of the
         admission of the Unitholders as beneficial owners of the Partnership to
         the Partnership, (iii) the payment by each Unitholder to the
         Partnership of the full consideration due from it for the Units
         subscribed to by it, (iv) that the books and records of the Partnership
         set forth all information required by the Agreement and the Act,
         including all information






         with respect to all persons and entities to be admitted as Unitholders
         and their contributions to the Partnership, and (v) that the Units are
         offered and sold as described in the Registration Statement and the
         Agreement, the Units to be issued to the Unitholders will be validly
         issued and, subject to the qualifications set forth herein, will be
         fully paid and nonassessable beneficial interests in the Partnership,
         as to which the Unitholders, as beneficial owners of the Partnership,
         will be entitled to the same limitation of personal liability extended
         to stockholders of private corporations for profit, subject to the
         obligation of a Unitholder to make contributions required to be made by
         it to the Partnership, to make other payments provided for in the
         Agreement and to repay any funds wrongfully distributed to it from the
         Partnership.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states (including the state of Delaware) to the
sale of the Units. This opinion speaks as of the date hereof, and we assume no
obligation to update this opinion as of any future date. We hereby consent to
the filing of this opinion as an Exhibit to the Registration Statement and to
all references to our firm included in or made a part of the Registration
Statement. This opinion shall not be used by any other person for any purpose
without our written consent.

Very truly yours,

HENDERSON & LYMAN

EX-5.01(B)

                                                             Exhibit No. 5.01(b)



Exhibit Number 5.01.b.
OPINION OF HENDERSON & LYMAN

[HENDERSON & LYMAN LETTERHEAD]

October 10, 2002

Quadriga Superfund, L.P. Series A and Series B
Le Marquis Complex, Unit 5, P.O. Box 1479
Grand Anse, St. George's
Grenada, West Indies

RE: RE: QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B UNITS OF LIMITED
PARTNERSHIP INTEREST

Ladies and Gentlemen:

We have acted as your counsel in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of the Registration Statement on Form S-1
on or about May 16, 2002 (the "Registration Statement"), relating to Units of
Limited Partnership Interest ("Units") of Quadriga Superfund, L.P. (the
"Partnership"), a limited Partnership organized under the Delaware Revised
Uniform Limited Partnership Act. We have reviewed such data, documents,
questions of law and fact and other matters as we have deemed pertinent for the
purpose of this opinion. Based upon the foregoing, we hereby confirm our opinion
expressed under the caption "Federal Income Tax Aspects" in the Prospectus (the
"Prospectus") constituting a part of the Registration Statement that the
Partnership will be taxed as a partnership for federal income tax purposes. We
also advise you that in our opinion, the description set forth under the caption
" Federal Income Tax Aspects" in the Prospectus correctly describes (subject to
the uncertainties referred to therein) the material considerations of the
federal income tax treatment to a United States individual taxpayer, as of the
date hereof, of an investment in the Partnership. We hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement and all
references to our firm included in or made a part of the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

Very truly yours,

HENDERSON & LYMAN

EX-10.01(A)

                                                 EXHIBIT NO. 10.01(a)
                                                 Cargill Investor Services, Inc.
                                                                      [CIS LOGO]

                           FUTURES ACCOUNT AGREEMENT
                          INSTITUTIONAL INTERNATIONAL


- ---------------------------------------            -----------------------------
Customer Name                                      Customer Account Number

In consideration of the agreement of Cargill Investor Services, Inc. ("CIS") to
act as broker for the Customer in the purchase or sale of futures (which term
shall include contracts relating to immediate or future delivery of commodities,
financial futures and options) Customer agrees, in respect to all futures
accounts which the Customer now has or may at any future time have with CIS, or
its successors, including accounts closed and then reopened, as follows:

1.       AUTHORIZATION. Orders for the purchase or sale of futures shall be
         received and executed with the express intent that actual delivery is
         contemplated. All transactions shall be subject to the constitution,
         by-laws, rules, regulations, customs and usages of the exchange or
         market where executed (and of its clearing house if any) and to any
         applicable law, rule and regulation, including but not limited to, the
         provisions of the Commodity Exchange Act, as amended, and the rules and
         regulations thereunder, and CIS shall have no liability to the Customer
         as a result of any action taken by CIS to comply with the foregoing.
         The foregoing provision is intended solely for the protection and
         benefit of CIS and any failure by CIS to comply with exchange rules,
         regulations, customs and usages shall not relieve the Customer of any
         obligations under this agreement nor be construed to create rights
         hereunder in favor of the Customer. CIS reserves the right to refuse to
         accept any order.

2.       BROKER'S LIEN. To secure any indebtedness or other obligation owed by
         the Customer to CIS, CIS is hereby granted a lien on all of the
         Customer's property at any time held by CIS.

3.       TRANSFER OF FUNDS. CIS may without notice transfer any money or other
         property interchangeably between any accounts of the Customer. In the
         event that at any time the Customer has an account in futures or
         options which comes under the regulation of the Commodity Futures
         Trading Commission ("CFTC") and also an account in non-CFTC regulated
         futures or options, the Customer hereby authorizes CIS, without prior
         notice to the Customer to transfer from the Customer's regulated
         Futures Account to its non-regulated account such amount of excess
         funds as in CIS' judgment may be reasonably required to avoid the
         calling of margins for such other account.

4.       MARGINS. The Customer recognizes that margin deposits are due and must
         be paid immediately upon entering into positions on futures exchanges
         and from time to time as market conditions dictate and agrees to make
         such deposits immediately on demand. CIS shall have the right to set
         and revise margin requirements. Customer acknowledges CIS' right to
         limit, with notices to Customer, the number of open positions which
         Customer may maintain or acquire through CIS.

5.       CUSTOMER'S OBLIGATIONS. The Customer agrees to pay promptly on demand
         any and all sums due to CIS for monies advanced, with interest thereon
         at 1% over the prime rate. The Customer agrees to pay when due, CIS'
         charges for commissions at rates established between CIS and the
         Customer.

6.       LIQUIDATION OF POSITIONS. CIS shall have the right, in the event the
         Customer fails to timely discharge its obligations to CIS, or in the
         event that a petition in bankruptcy or for the appointment of a
         receiver is filed by or against the Customer, to sell any or all
         futures, or other property in any account of the Customer and to buy
         any or all futures which may be short in any account of the Customer,
         and to close out and liquidate any and all outstanding contracts of the
         Customer, and any such sales or purchases may be made at CIS'
         discretion on any exchange or other market where such business is then
         usually transacted; it being understood that a prior demand, or call,
         or prior notice of the time and place of such sale or purchase, if any
         be given, shall not be considered a waiver of CIS' right to sell or to
         buy without demand or notice as herein provided. The Customer shall at
         all times be liable to CIS for the payment of any debit balance owing
         in the accounts of the Customer with CIS, and shall be liable for any
         deficiency remaining in any such account in the event of the
         liquidation thereof in whole or in part, and shall be liable for any
         reasonable costs of collection including attorney's fees.


                                                                      [CIS LOGO]


7.       NOTICES. Any notices and other communications may be transmitted to
         the Customer at the address, or telephone number given herein, or at
         such other address or telephone number as the Customer hereafter shall
         notify CIS in writing. All notices or communications shall be deemed
         transmitted when telephoned or deposited in the mail, sent via
         facsimile or computer by CIS. Confirmations, purchase and sale
         statements and account statements shall be deemed accurate unless
         written objection is delivered within 10 business days from the date
         of such notice to CIS, Sears Tower, Suite 2300, 233 S. Wacker Drive,
         Chicago, Illinois 60606, Facsimile No. (312) 460-4015, Attention:
         Compliance Officer.

8.       COMMUNICATION DELAYS. CIS will not be responsible for delays or
         failure in the transmission of orders caused by a breakdown of
         communication facilities or by any other cause beyond CIS' reasonable
         control.

9.       ACKNOWLEDGMENT. The Customer acknowledges that CIS is a wholly-owned
         subsidiary of Cargill, Incorporated and that the market
         recommendations of CIS may or may not be consistent with the market
         position or intentions of Cargill, Incorporated, its subsidiaries and
         affiliates. The market recommendations of CIS are based upon
         information believed to be reliable, but CIS cannot and does not
         guarantee the accuracy or completeness thereof or represent that
         following such recommendations will eliminate or reduce the risks
         inherent in trading futures.

10.      NOTIFICATION OF RECORDING. CIS is hereby granted permission to record
         telephone conversations between its employees and the Customer.

11.      INDEPENDENT AGENTS. If Customer's account is carried by CIS only as
         the clearing broker, Customer acknowledges that CIS has no
         responsibility for the actions of the introducing broker or executing
         broker. Customer agrees to indemnify and hold CIS harmless, for any
         actions or omissions of such introducing broker or executing broker.

12.      LIMITATION OF ACTIONS. Any action against CIS must be instituted
         within two years of the action/or inaction giving rise to the alleged
         claim.

13.      BINDING EFFECT. This agreement shall be irrevocable as long as the
         Customer shall have any account with CIS; it shall be binding upon the
         Customer and upon the Customer's administrators, and assigns; it can
         be amended only in writing duly signed by the Customer and an officer
         of CIS.

14.      CUSTOMER REPRESENTATION. Customer represents and warrants that
         Customer is under no legal disability which would prevent it from
         trading in futures or entering into this Agreement and that all
         information contained in the New Account Customer Fact Sheet is true,
         complete, and correct as of the date hereof. Customer will promptly
         notify CIS in writing of any changes in such information or any change
         in circumstances which would affect the representations and
         information given CIS or which would in any way affect Customer's
         ability to make any transactions contemplated by this Agreement.

15.      EXPIRATION PROCEDURES. At least two business days prior to the first
         notice day in the case of long positions in futures or forward
         contracts, and at least two business days prior to the last trading day
         in the case of short positions in futures or forward contracts or long
         and short positions in options, Customer agrees to either give CIS
         instructions to liquidate or make or take delivery under such futures
         or forward contracts, or to liquidate, exercise or allow the
         expirations of such options, and will deliver to CIS sufficient funds
         and/or documents required in connection with exercise or delivery. If
         such instructions or such funds and/or documents, with regard to option
         transactions, are not received by CIS prior to the expiration of the
         option, CIS may allow such option to expire.

16.      SECURITIES. THIS STATEMENT IS FURNISHED TO YOU BECAUSE RULE 190.10(c)
         OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRES IT FOR REASONS OF
         FAIR NOTICE UNRELATED TO THIS COMPANY'S CURRENT FINANCIAL CONDITION:
         (1) YOU SHOULD KNOW THAT IN THE UNLIKELY EVENT OF THIS COMPANY'S
         BANKRUPTCY, PROPERTY, INCLUDING PROPERTY SPECIFICALLY TRACEABLE TO
         YOU, WILL BE RETURNED, TRANSFERRED OR DISTRIBUTED TO YOU, OR ON YOUR
         BEHALF, ONLY TO THE EXTENT OF YOUR PRO RATA SHARE OF ALL PROPERTY
         AVAILABLE FOR DISTRIBUTION TO CUSTOMERS. (2) NOTICE CONCERNING THE
         TERMS FOR THE RETURN OF SPECIFICALLY IDENTIFIABLE PROPERTY WILL BE BY
         PUBLICATION IN A NEWSPAPER OF GENERAL CIRCULATION. (3) THE
         COMMISSION'S REGULATION CONCERNING BANKRUPTCY OF COMMODITY BROKERS CAN
         BE FOUND AT 17 CODE OF FEDERAL REGULATIONS PART 190.

17.      JURISDICTION. The Customer understands that this contract will not be
         binding on CIS until accepted and approved by one of its authorized
         officers at its headquarters in Chicago, Illinois, U.S.A. ACCORDINGLY,
         THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE FORMATION OF THIS
         CONTRACT CONSTITUTES THE MAKING OF A CONTRACT WITHIN THE STATE OF
         ILLINOIS, FURTHER AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF
         THE STATE OF ILLINOIS WITH RESPECT TO ALL DISPUTES ARISING OUT OF THIS
         CONTRACT, WAIVES ANY AND ALL OBJECTIONS TO PERSONAL JURISDICTION WITHIN
         THE STATE OF ILLINOIS, AND AGREES THAT PROCESS MAY BE SERVED ON THE
         CUSTOMER IN ANY SUCH PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF
         THE LAWS OF ILLINOIS WITH RESPECT TO SERVICE OF PROCESS OF
         NON-RESIDENTS. THIS AGREEMENT IS MADE UNDER AND SHALL BE GOVERNED BY
         THE LAWS OF THE STATE OF ILLINOIS, U.S.A., IN ALL RESPECTS, INCLUDING
         CONSTRUCTION AND PERFORMANCE THE UNDERSIGNED UNDERSTANDS AND ACCEPTS
         THAT AS A U.S. COMPANY, CIS IS SUBJECT TO THE JURISDICTION AND POWERS
         (INCLUDING COMPULSORY DISCLOSURE OF DOCUMENTS SUCH AS BUT NOT LIMITED
         TO, CUSTOMER ACCOUNT RECORDS) OF U.S. COURTS AND GOVERNMENT AGENCIES.

18.      RESPONSIBILITY OF AGENTS. If applicable, the CIS agents and
         representatives who are not domiciled in the U.S. shall be in no manner
         held responsible for the performance by CIS of its obligations under
         this Agreement.

19.      REGULATION 15.05. Pursuant to regulation 15.05 of the Commodity Futures
         Trading Commission, CIS is deemed to be agent of the Customer for
         purposes of accepting delivery and service of any communication issued
         by or on behalf of the Commission to the Customer with respect to any
         futures contracts which are or have been maintained in any accounts
         with CIS. If the Customer is a foreign broker CIS shall also be deemed
         the agent of its Customers for the above purpose. CIS shall transmit
         any such communications promptly to the Customer. This section shall
         not apply if the Customer has furnished CIS with a copy of a written
         agency agreement in compliance with regulation 15.05(D).

20.      REGULATION 21.03. The Customer has read and understood the provisions
         of regulation 21.03 of the Commodity Futures Trading Commission as
         provided in this document package.

21.      GIVE-UP PROCEDURES. The executing brokers shown on the list delivered
         to CIS will execute orders for Customer as transmitted by Customer or
         its Agent to the executing broker, and will report a fill to Customer
         in a timely fashion. CIS, if it has given prior written notice to the
         executing broker, may place limits on the positions it will accept for
         give-up for the Customer's account. Executing broker will bill
         commissions for executing trades to CIS, in the amount agreed from time
         to time, on a monthly basis. CIS shall be responsible for verifying
         billing and making payment. CIS shall charge the commissions to
         Customer's Account.

22.      LONDON METALS EXCHANGE TRADING. The London Metals Exchange Limited
         ("LME") is a principal-to-principal market. Cargill Investor Services
         Limited ("CISL"), is a dealing member of the LME and has appointed CIS
         as its agent for the purpose of issuing LME Client Contracts and for
         buying, selling and trading, and all actions consequent to trading in
         LME contracts on CISL's behalf. The Customer's contractual counterparty
         is CISL. Any issues or questions relating to LME Client Contracts
         should be addressed to CIS who will forward them to CISL.

23.      INTERPRETATION. The section headings are for convenience of reference
         only and shall not affect the meaning or construction of any provision
         of this agreement.

EX-10.01(B)

                                                     EXHIBIT NO. 10.01(b)
                                                     ADM Investor Services, Inc.


                               CUSTOMER AGREEMENT

To: ADM Investor Services, Inc. 141 West Jackson Blvd. Chicago, IL 60604

Gentlemen:

In consideration of the acceptance by ADM Investor Services, Inc. ("ADMIS")
acting as broker, of one or more accounts of the undersigned ("Customer") for
the purchase or sale of commodity futures, commodity options, forward
contracts, foreign exchange, physical or cash commodities, and exchange for
physical ("EFP") transactions (Collectively "contracts") it is agreed as
follows:

         1.  Customer acknowledges the following:

             (a)  The purchase and sale of commodity futures contracts,
                  exchange-traded and dealer options (commodity options) is
                  speculative, involves a high degree of risk and is suitable
                  only for persons who can assume the risk of loss in excess of
                  their margin deposits or of the entire option cost. Customer
                  understands that because of the low margin normally required
                  in commodity futures trading, price changes in commodity
                  futures contracts may result in significant Customer losses,
                  which losses may substantially exceed Customer's margin
                  deposits and any other deposits he may make. Customer also
                  acknowledges that he has received, has read and understands
                  this agreement.

             (b)  Customer authorizes ADMIS to execute such transactions
                  for the Customer's account and exercise commodity options for
                  Customer's account in accordance with Customer's oral or
                  written instructions. ADMIS shall have the right to refuse to
                  accept any orders. ADMIS shall also have the right to tape
                  record all telephone conversations with customer.

             (c)  Customer understands that ADMIS or its affiliates will at
                  times act as principal in regard to cash, forward, or foreign
                  exchange transactions.

             (d)  ADMIS shall not be responsible to Customer in any case for a
                  floor brokers' liability to execute orders, or for error or
                  negligence on the part of floor brokers who are not employees
                  of ADMIS. Furthermore, ADMIS is not obligated to quote a price
                  for any principal transaction.

             (e)  The Customer acknowledges that the execution of a futures
                  contract always anticipates making or accepting delivery.
                  Customer hereby authorizes ADMIS to take all action deemed
                  necessary by ADMIS in the event ADMIS takes physical delivery
                  for customer and customer hereby agrees to indemnity ADMIS
                  from all costs associated therewith, ADMIS may, in its sole
                  discretion, liquidate any short position in Customer's account
                  if Customer has not delivered to ADMIS certificates, receipts,
                  or other appropriate instruments of delivery at least seven
                  days prior to the last trading day of the futures contract.

             (f)  Customer acknowledges the right of ADMIS to limit, without
                  notice to Customer, the number of open positions which
                  Customer may maintain or acquire through ADMIS.

         2.  Customer shall deposit with ADMIS (1) the applicable initial and
             maintenance requirements; pay interest, commission charges in
             effect from time to time, (which commissions may be shared by more
             than one of customers agents) and other costs to ADMIS occasioned
             by carrying the account of the customers; (2) deposit the amount of
             any deficit balance that may result from transactions executed by
             ADMIS for Customer's account, and (3) pay the interest and service
             charges on any Customer deficit balances at the rates customarily
             charged by ADMIS together with ADMIS's cost and attorney's fees
             incurred in collecting any such deficit or defending claims brought
             by Customer in which ADMIS is the prevailing party.

         3.  Customer understands and acknowledges that ADMIS, acts as agent
             for all transactions which are executed on commodity futures
             exchanges and among other requirements, is financially liable to
             the exchange clearing houses of which it is a member and to the
             clearing members through which it clears transactions on exchanges
             of which it is not a clearing member, for deficit balances
             occurring in the Customer's accounts; because of this, ADMIS is the
             guarantor of the financial responsibility of the Customer.
             Therefore, Customer agrees to hold ADMIS harmless with respect to
             any and all losses sustained by ADMIS resulting from deficit
             balances which may occur in the Customer's account.

         4.  Customer shall, without notice or demand from ADMIS, at all times,
             maintain adequate margins, so as continually to meet the margin
             requirements established by ADMIS. Such margin requirements
             established by ADMIS, in its sole and absolute discretion, may
             exceed the margin requirements set by any commodity exchange, or
             other regulatory authority. Customer agrees, when required, to wire
             transfer margins to ADMIS or any monies so required, and to furnish
             ADMIS with names of bank officers for immediate verification of
             such transfers.

         5.  If, at any time, Customer's account does not contain the amount of
             margin required by ADMIS, or by any exchange, clearing house or
             other regulatory authority, ADMIS may, at its sole and absolute
             discretion, at any time or from time to time, without notice to
             Customer, close out Customer's open positions in whole or in part
             or take any other action it deems necessary to satisfy such
             requirements, including, but not necessarily limited to,
             transferring funds from other accounts of customer including
             transfers between CFTC Segregated and other accounts. Failure of
             ADMIS to so act in such circumstance, in whole or in part, shall
             not constitute a waiver of its rights so to do any time or from
             time to time thereafter, nor shall ADMIS be subject to any
             liability to Customer for its failure so to act. In addition, ADMIS
             has the right, but not the obligation, to liquidate the account(s)
             upon receipt of notice of the death of customer (if applicable).

         6.  All monies, securities negotiable instruments, forward contracts,
             foreign exchange contracts, physical or cash contracts, commodity
             options, open position in futures contracts and commodities, or
             other property now or at any future time in Customer's account, or
             held by ADMIS or its affiliates for Customer, are hereby pledged
             with ADMIS, and shall be subject to a security interest in ADMIS's
             favor to secure any indebtedness, at any time, owing from Customer
             to ADMIS without regard to whether or not ADMIS or its affiliates
             has made advances with respect to such property. Customer will not
             cause or allow any of the property held in his accounts to be
             subject to any other liens, security interests, mortgages or other
             encumbrances without the express written approval of ADMIS.

         7.  Customer understands that obligations arising out of transactions
             denominated and/or paid for in currencies other than U.S. Dollars
             may be converted to U.S. Dollars at the discretion of ADMIS at an
             exchange rate determined by ADMIS at its discretion based on
             prevailing market rates and customer will be required to pay ADMIS
             in U.S. Dollars.

         8.  Customer acknowledges that: (1) any market recommendations and
             information communicated to Customer by ADMIS do not constitute an
             offer to sell, or the solicitation of an offer to buy any
             commodity, or any commodity futures contract; (2) such
             recommendations and information, although based upon information
             obtained from sources believed by ADMIS to be reliable, may be
             incomplete and may not be verified; and (3) ADMIS makes no
             representation, warranty or guarantee as to, and shall be
             responsible for, the accuracy or completeness of any information or
             trading recommendation furnished to Customer. Customer understands
             that ADMIS and/or its officers, directors, affiliates, stockholders
             or representatives may have a position or positions in and may
             intend to buy or sell commodities or commodity futures contracts,
             which are the subject



                                       7                (continued on next page)






     of market recommendations furnished to Customer, and that the position or
     positions of ADMIS or any such officer, director, affiliate, stockholder,
     or representative may or may not be consistent with the recommendations
     furnished to Customer by ADMIS.

 9.  All transactions by ADMIS on Customer's behalf shall be subject to the
     applicable constitution, rules, regulations, customs, usages, rulings, and
     interpretations of the exchanges or markets on which such transactions are
     executed by ADMIS or its agents for Customer's account (such as the Board
     of Trade of the City of Chicago, The Chicago Mercantile Exchange, and the
     MidAmerica Commodity Exchange and the clearing houses affiliated with each,
     if any) and to all applicable governmental acts and statutes (such as the
     Commodity Exchange Act of the Commodity Futures Trading Commission Act of
     1974) and to rules and regulations made thereunder; ADMIS shall not be
     liable to Customer as a result of any action taken by ADMIS, or its agents,
     to comply with any such constitution, rule, regulation, custom, usage,
     ruling, interpretation, act or statue. If Customer is subject to
     regulation, Customer agrees that ADMIS has no duty to ascertain or ensure
     that Customer is in compliance with any governing statutes or rules.

10.  If, at any time, Customer shall be unable to deliver to ADMIS any security,
     commodity or other property previously bought or sold by ADMIS on
     Customer's behalf, Customer authorizes ADMIS, in its discretion, to borrow
     or to buy any security, commodity, or other property necessary to make
     delivery thereof, and Customer shall pay and indemnify ADMIS for any cost,
     loss, and damage (including consequential costs, losses and damages) which
     ADM may sustain thereby and any premiums which ADMIS may be required to pay
     thereon, and for any cost, loss and damage (including consequential costs,
     losses, and damages) which ADMIS may sustain thereby and any premiums which
     ADMIS may be required to pay thereon, and for any cost, loss and damage
     (including consequential costs, losses and damages) which ADMIS may sustain
     from its inability to borrow or buy any such security, commodity or other
     property.

11.  Customer acknowledges and agrees that ADMIS shall not be responsible to
     Customer for any losses resulting from conduct or advice (including but not
     limited to errors and negligence) on the part of any broker/dealer, futures
     commission merchant, introducing broker, commodity trading advisor, or any
     other person or entity introducing Customer to ADMIS or having trading
     authority over the account of Customer at ADMIS. Customer specifically
     agrees that ADMIS shall have no obligation to supervise the activities of
     any such person or entity and Customer will indemnify ADMIS and hold ADMIS
     harmless from and against all losses, liabilities, and damages (including
     attorney's fees) incurred by ADMIS as a result of any actions taken or not
     taken by such person or entity.

12.  Customer authorizes ADMIS to contact such banks, financial institutions,
     credit agencies, and other references as ADMIS shall deem appropriate from
     time to time verify the information regarding Customer which may be
     provided by Customer. Customer understands that an investigation may be
     made pertaining to his personal and business credit standing and that
     Customer may make a written request within a reasonable period of time for
     complete and accurate disclosure of its nature and scope.

13.  ADMIS shall not be responsible for delays in the execution of orders due to
     breakdown, or failure of transmission, or communication facilities, or to
     any other cause beyond ADMIS's control.

14.  Confirmation of trades, contracts statements of account, margin calls, and
     any other notices sent by ADMIS to Customer shall be sent to the address
     shown in and to the attention of the person(s) named in the "Commodity
     Agreement" and they shall be conclusively deemed accurate and complete, if
     not objected to, in writing, prior to the opening of trading on the
     contract market on which such transaction occurred on the next business day
     following the day on which such communication was first received. The price
     at which an order is executed shall be binding notwithstanding the fact an
     erroneous report is made. An order which was executed but in error reported
     as not executed shall be binding. Customer shall direct all objections to
     ADM Investor Services, Inc., 141 West Jackson Boulevard, Suite #1600A,
     Chicago, Illinois 60604, Phone No. (312) 435-7000.

15.  All transactions for or on Customer's behalf shall be deemed to be included
     in a single account whether or not such transactions are segregated on
     ADMIS's records into separate accounts, either severally or jointly with
     others, for purposes including reportable positions as required by
     regulatory authorities.

16.  The Agreement, including all authorizations, shall insure to the benefit of
     ADMIS, its successors and assigns and shall be binding upon Customer and
     Customer's personal representatives, executors, trustees, administrators,
     agents, successors, and assigns. In the event that Customer's financial
     condition becomes unsatisfactory to ADMIS, in its sole discretion, or that
     a petition, voluntary or involuntary, in bankruptcy to reorganize, or to
     effect a composition or extension, is filed by or against Customer, or in
     the event a receiver is appointed of Customer's property or business in any
     proceeding whatsoever, state or federal, or in the event of Customer's
     legal incapacity or death (and whenever the Customer consists of more than
     one person, then upon the occurrence or any of the aforementioned
     contingencies to any of them), ADMIS may, at its sole and absolute
     discretion, either continue to carry or close and liquidate the account of
     Customer, including the covering of short positions, exercise of options or
     offset of forward contracts and foreign exchange contracts subject to no
     liability to the personal representatives, executors, trustee,
     administrators, agents, successors or assigns of Customer for the use of
     such discretion.

17.  The rights and remedies conferred upon the parties hereto shall be
     cumulative, and the exercise or waiver of any thereof shall not preclude or
     inhibit the exercise of additional rights or remedies.

18.  Customer agrees that ADMIS may, from time to time, change the account
     number assigned to any account covered by this Agreement, and that this
     Agreement shall remain in full force and effect. Customer agrees further
     that this account, as well as all additional accounts opened by him at
     ADMIS, shall be covered by this same Agreement with the exception of any
     new account for which a new Customer Agreement is signed.

19.  All actions or proceedings arising directly, indirectly or otherwise in
     connection with, out of, related to, or from this Agreement or any
     transaction covered hereby shall be governed by the law of Illinois and
     may, at the discretion and election of ADMIS, be litigated in courts whose
     situs in within Illinois.

20.  Customer represents that (1) he/she is (or, if Customer is a corporation,
     that each officer and director is, if Customer is a partnership, that each
     partner is) an adult of sound mind and is under no legal disability which
     would prevent him/her form trading in commodities, commodity futures
     contracts, options contracts, forward contracts, foreign exchange or other
     physical or cash contracts therein or entering into this Agreement; (2)
     he/she is (or its officers and directors or its partners are) authorized to
     enter into this Agreement.


     Name (Print)______________________      Name (Print)_______________________

 X   Name (Signature)__________________   X  Name (Signature)___________________
               Customer/Officer/Partner                 Customer/Officer/Partner

                    Date_______________                      Date_______________



                                       8

EX-10.01(C)

                                                            Exhibit No. 10.01(c)
                                                            Fimat USA, Inc.


                               CUSTOMER AGREEMENT

In consideration of the acceptance by FIMAT USA, Inc. ("FIMAT") of one or more
accounts (the "Account(s)") of the undersigned ("Customer"), and of FIMAT acting
as broker for Customer, the Customer agrees as follows:

I.   RISKS AND AUTHORITY

     A.   RISKS OF COMMODITY TRADING. In addition to the Commodity Futures
          Trading Commission ("CFTC") mandated Risk Disclosure Statement
          attached hereto, Customer understands that (i) Customer may be trading
          in commodity futures contracts, options on commodity futures
          contracts, foreign futures contracts and options on foreign futures
          contracts (collectively, "Commodity Futures Contracts"), securities
          and securities options (collectively, "Securities"), derivative
          instruments, spot and forward contracts, physical commodities, cash
          and other properties and options thereon (collectively, "Other Account
          Instruments") and/or currencies and foreign exchange contracts and
          options thereon ("Forex," and together with Commodity Futures
          Contracts, Securities, Other Account Instruments and Forex being
          herein collectively defined as "Commodities"), and such trading is
          highly speculative, (ii) prices are subject to sharp upward and
          downward movements, (iii) price fluctuations may result in losses
          which substantially exceed the capital in Customer's Account(s), (iv)
          on trading days on which the subject of Customer's trading reaches its
          permissible exchange price limit, trading may cease, as a result of
          which Customer may be locked into substantial losses, and (v) in
          transactions on exchanges on which foreign currency is used, any
          profit or loss may be affected by exchange rate fluctuations. Customer
          is willing and able, financially and otherwise, to assume the risks of
          such trading. Customer recognizes that assurance of profit or freedom
          from loss is impossible to guaranty. Customer has received no
          assurance and will place no orders in reliance on any such assurance
          or similar representations. Customer understands that FIMAT may
          without notice to Customer exercise any of the remedies listed in
          Sections III.O and IV hereof if Customer fails to maintain adequate
          margin or if any other event of default occurs. Customer agrees to
          review carefully each confirmation statement FIMAT sends Customer and
          notify FIMAT immediately in accordance with Section III.F hereof.

     B.   FIMAT'S AUTHORITY AND RESPONSIBILITY. Customer authorizes FIMAT to
          purchase and sell Commodities, as agent for Customer's Account(s) in
          accordance with the oral or written instructions of Customer or
          persons authorized in writing to act, or persons reasonably believed
          by FIMAT to be acting, on Customer's behalf. Unless Customer specifies
          to the contrary, FIMAT is authorized to execute all orders on any
          exchange or other market where such business is conducted which may be
          deemed by FIMAT, in its sole discretion, to be appropriate. Customer
          hereby waives any defense that any such instruction was not in
          writing, as may be required by any law, rule or regulation. FIMAT
          agrees to provide the services contemplated hereunder in any
          commercially reasonable manner.

          Customer authorizes FIMAT or its agents to investigate Customer's
          credit standing and in connection therewith to contact such banks
          (including, without limitation, any of FIMAT's Affiliates, such as
          Societe Generale), financial institutions and credit agencies, as
          FIMAT shall deem appropriate to verify information regarding Customer.
          Customer authorizes FIMAT, in its sole discretion, to provide and/or
          exchange any financial information with respect to Customer with any
          of FIMAT's Affiliates.

     C.   INTRODUCED ACCOUNTS (ONLY IF APPLICABLE). Customer understands that
          Customer's Account(s) with FIMAT was introduced to FIMAT by an
          Intermediary (as defined in Section II.F below), and that, except for
          companies which are members of the FIMAT Group, the Intermediary is an
          independent business entity which is not in any way affiliated with or
          an agent of FIMAT. Customer hereby authorizes FIMAT to accept all
          orders and instructions from its Intermediary and hereby ratifies all
          orders and instructions which FIMAT believes in good faith to have
          been transmitted by its Intermediary on Customer's behalf, which FIMAT
          is authorized to act upon. If Customer is dealing with an
          Intermediary, make all checks payable to, and wire all funds directly
          to "FIMAT USA, Inc." FIMAT INTERMEDIARIES DO NOT HANDLE CUSTOMER
          FUNDS, EXCEPT TO FORWARD TO FIMAT CHECKS MADE OUT TO FIMAT.

     D.   Customer Representations and Warranties. Except as disclosed in
          writing to FIMAT prior to execution an( delivery of this Agreement or
          in a subsequent written notice from Customer to FIMAT, Customer
          represents an( warrants as follows: (1) Customer is not (a) a general
          partner, officer, director, more than ten percent owner correspondent,
          agent (or person associated with an agent), associated person, or
          employee of a futures commission merchant, commodity trading advisor,
          commodity pool operator, or an introducing broker, (b) a relative,
          spouse, o: relative of a spouse of any of the foregoing persons who
          shares the same home with any such person, (c) a member of an exchange
          or a director or employee of an exchange, bank, trust company,
          insurance company, or regulator or self-regulatory organization, or
          (d) engaged individually or as an employee in the business of dealing,
          as broke or principal, in Commodities other items, documents of title
          relating to Commodities, bills of exchange



                                      -7-

          acceptances, or other forms of commercial paper, and if Customer
          becomes so employed or engaged Customer will promptly notify FIMAT in
          writing; (2) Customer, if applicable, (a) is duly organized and in
          good standing under the laws of the jurisdiction in which it was
          organized and in all jurisdictions where it is qualified to do
          business; (b), has the requisite capacity, power and authority to
          execute, deliver and perform its obligations under this Agreement and
          such Other Agreement, including without limitation, the granting of
          any security interests in the Collateral as contemplated hereby and
          thereby; (c) none of the execution, delivery or performance by
          Customer of its obligations under this Agreement or such Other
          Agreement conflict with the provisions of any material contract,
          agreement or instrument binding upon you or your properties, or the
          provisions of any law, statute, rule, regulation or decree, order or
          determination of any court of law applicable to Customer; and (d) no
          consent, authorization, permit or filing is required in connection
          with the execution, delivery and performance by Customer of this
          Agreement or such Other Agreement, except those that have been
          obtained or made and filings necessary to create, perfect and retain
          any security interest in, or lien upon, any Collateral for any of
          Customer's obligations to FIMAT; (3) Customer, if an individual, is of
          sound mind, legal age and legal competence; (4) no person other than
          Customer has or will have an interest in Customer's Account(s) except
          as otherwise disclosed in writing to FIMAT and (5) all the information
          provided in the Customer Application is true, correct and complete as
          of the date hereof and that Customer will promptly notify FIMAT of any
          material changes in such information.

     E.   CUSTOMER IS PRINCIPAL. Unless Customer has advised FIMAT in writing
          otherwise prior to execution and delivery  of this Agreement,
          Customer is acting for Customer's Account(s) as principal and not as
          agent in transactions under this Agreement. Customer will give
          written notice to FIMAT before granting any person or entity any
          interest in Customer's Account(s) or undertaking to act as agent for
          any party with respect to Customer's Account(s).

II.  DEFINITIONS (As used in the singular or plural)

     A.   AFFILIATE. "Affiliate" includes Societe Generale, FIMAT International
          Banque, SA and any of their affiliates or subsidiaries.

     B.   AGREED BY FIMAT. "Agreed by FIMAT" means an agreement in writing under
          the hand of a person whose name and signature at the material time
          appear on a list of authorized signatories maintained by FIMAT at its
          offices. A copy of the list is available for inspection upon
          reasonable notice at FIMAT's offices during usual business hours.

     C.   APPLICABLE LAW. "Applicable Law" shall have the meaning set forth in
          Section III.A.3 below.

     D.   COLLATERAL. "Collateral" means all of Customer's right, title and
          interest in and to all goods and other property, including without
          limitation, Commodities, the Account(s), inventory, documents,
          accounts, general intangibles, chattel paper and all proceeds of such
          property including but not limited to interest on or profits from the
          Account(s). Any property en route to or allocated by any third party
          to FIMAT and/or any Affiliate shall be deemed "Collateral" for
          purposes of this Agreement.

     E.   COMMODITY EXCHANGE. "Commodity Exchange" means any exchange,
          association, contract market or clearing association, whether
          incorporated or unincorporated, or persons who are engaged in the
          business of buying or selling any commodity or receiving the same for
          sale on consignment.

     F.   INTERMEDIARY. "Intermediary" includes an introducing broker, fully
          disclosed futures commission merchant, foreign broker, or any other
          person or entity acting in a similar capacity.

     G.   LIABILITY. "Liability" means all Customer's obligations direct or
          indirect to FIMAT or its Affiliates of whatever form and however
          arising, including any indebtedness now or hereafter existing under
          this Agreement or any Other Agreement or any debit balances in the
          Account(s).

     H.   OTHER AGREEMENT. "Other Agreement" means any and all agreements,
          documents and instruments (including, without limitation, promissory
          note(s), security agreement(s), pledge agreement(s) and guaranty(s))
          executed by or on behalf of Customer in favor of FIMAT and/or an
          Affiliate, as such agreements, documents and instruments may be
          amended, supplemented or otherwise modified. from time to time in
          accordance with their respective terms.


                                      -8-

III. TERMS OF TRANSACTIONS

     A.   APPLICABLE RULES AND TERMS. The Account(s) and all transactions and
          agreements in respect of the Account(s) shall be subject to:

          1.   the terms of this Agreement and any other terms Agreed by FIMAT
               and Customer;

          2.   FIMAT's terms from time to time in effect with respect to the
               specific type of transaction and the terms of FIMAT's
               confirmation of the transaction, except to the extent
               specifically inconsistent with Subsection III.A.1 above;

          3.   the regulations of all applicable Federal, state and
               self-regulatory agencies or authorities, including but not
               limited to: (i) the provisions of the Commodity Exchange Act, as
               amended, and any rules, regulations, orders and interpretations
               promulgated thereunder by the CFTC; and (ii) the constitution, by
               laws, rules, regulations, orders and interpretations of the
               Commodity Exchange (and its clearing house, if any) on which such
               transactions are executed and cleared, and any relevant
               registered futures association, including, without limitation,
               the National Futures Association ("NFA"), except to the extent
               Subsections III.A.1 or III.A.2 above provide more specific
               restrictions. All such provisions, rules, regulations, orders,
               interpretations, constitution, by-laws, custom and usage are
               hereinafter collectively referred to as "Applicable Law;" and

          4.   customary practice in the trade, except to the extent
               specifically inconsistent with Subsections III.A.1, III.A.2, or
               III.A.3 above.

     B.   MARGIN. Customer will pay to FIMAT (and only to FIMAT) all amounts
          FIMAT requires as margin or to satisfy any other of Customer's
          obligations under this Agreement in U.S. Dollars in immediately
          available funds, unless otherwise agreed, as FIMAT requires. FIMAT at
          any time may change the margin requirements with respect to Customer's
          Account(s) for existing positions as well as for new positions. The
          required margin may exceed the margin required by the Commodity
          Exchange (and its clearing house, if any) on which trades are cleared
          on behalf of Customer.

          FIMAT HAS NO OBLIGATION TO NOTIFY CUSTOMER OF ANY INSUFFICIENCY OF
          MARGIN IN CUSTOMER'S ACCOUNT(S) PRIOR TO EXERCISING RIGHTS AND
          REMEDIES UNDER SECTION IV OF THIS AGREEMENT.

     C.   FEES AND COMMISSIONS. Customer will pay the fees and commissions FIMAT
          charges from time to time. FIMAT may share its fees, commissions and
          amounts accruing on Customer's Account(s) with persons that introduce
          Customer to FIMAT or provide other services to FIMAT.

     D.   INTEREST. If Customer fails to pay FIMAT in immediately available
          funds any sum when due, then unless otherwise provided in any, Other
          Agreement, Customer will pay interest to FIMAT on the unpaid sum,
          while outstanding, at the lesser of (i) the maximum legal rate or (ii)
          150% of the publicly announced prime lending rate of Societe Generale
          New York Branch as in effect from time to time while the unpaid sum is
          outstanding, compounded monthly. Customer acknowledges that FIMAT may
          receive and retain as its own any increment or interest accruing from
          any of the funds FIMAT receives from Customer.

     E.   NO STANDARD REQUIREMENT. FIMAT has no obligation to impose uniform
          margin requirements, to publish details of fees or commissions, or to
          charge uniform fees, commissions or interest rates.

     F.   CONFIRMATIONS AND STATEMENTS. FIMAT will promptly confirm in writing
          all transactions undertaken for Customer's Account(s). Customer shall
          timely review all confirmations received from FIMAT to check that the
          description of the transactions is accurate and that no transaction is
          omitted. Customer is conclusively bound by FIMAT's confirmations and
          statements of Customer's Account(s) if Customer does not object in
          writing before the earlier of ten days following transmission to
          Customer or by market opening on the day following Customer's actual
          receipt of such confirmation statements. With respect to transactions
          which Customer authorizes but for which no confirmation is received,
          Customer shall be deemed to have waived all objections unless FIMAT
          has received Customer's written request for a copy of the confirmation
          within five days of the transaction date. Customer understands that
          Customer should direct inquiries to FIMAT at 630 Fifth Avenue, Suite
          500, New York, New York 10111, Attention: Compliance Department, or
          such other address as FIMAT may hereafter provide Customer. For the
          reporting of any alleged unauthorized trades or other trade
          improprieties, FIMAT authorizes and will accept "collect" telephone
          calls to the Compliance Department at (212) 504-7446. FIMAT is not
          bound by prices or transactions reported in error on confirmations and
          statements of Customer's Account(s).



                                      -9-

          Customer hereby authorizes FIMAT to transmit to it all confirmation
          and other statements of account activity, funds and positions by
          facsimile transmission or through the Internet to such address as
          Customer designates on the Customer Application, or as Customer
          designates from time in a writing addressed to the Compliance
          Department, as set forth in this paragraph. FIMAT reserves the right
          to assess its standard charge from time to time in effect for
          confirmation and other statements of account activity, funds and
          positions provided to customer through any other medium, as well as
          for duplicate statements of any kind. This authorization shall be;
          perpetual, unless revoked in writing by Customer in a writing
          addressed to the Compliance Department, as set forth in this
          paragraph.

     G.   CAPACITY OF FIMAT; FLOOR BROKERS AND OTHERS; INDEMNIFICATION. FIMAT
          will execute Customer's; transactions solely as agent of Customer. In
          executing transactions on a Commodity Exchange, FIMAT may utilize
          floor brokers (who may be employees or other agents of FIMAT), and
          will be responsible for reasonable care in the selection of such
          brokers, but will not be responsible to Customer for negligence or
          misconduct of an independent floor broker if, at the time the floor
          broker was selected, the floor broker was authorized to act as suck
          under the rules of the relevant Commodity Exchange and the appropriate
          regulatory agency. FIMAT will not be responsible to Customer in the
          event of error, failure, negligence, or misconduct on the part of any
          Intermediary, commodity trading advisor, or other person acting on
          Customer's behalf and, without limiting the foregoing, FIMAT has no
          obligation to investigate the facts surrounding any transaction in
          Customer's Account(s) which is introduced by such Intermediary,
          commodity trading advisor, or other person. Customer will indemnify
          FIMAT and hold it harmless from and against any and all liabilities,
          penalties, losses, and expenses, including legal expenses, incurred by
          FIMAT as a result of any error, failure, negligence, or misconduct on
          the part of any such Intermediary, commodity trading advisor, or other
          person acting on Customer's behalf. FIMAT shall not responsible for
          any loss or damage caused, directly or indirectly, from any delays or
          inaccuracies in the transmission of orders, including but not limited
          to our automated order routing systems, or other information d to a
          breakdown in or. failure of any transmission or communication
          facilities for any reason including those reasons described in Section
          V.D. hereof. FIMAT shall only be liable for actions or inactions by
          FIMAT which amount to gross negligence or fraud. Customer also agrees
          that FIMAT shall not be liable to Customer for any losses, costs;
          expenses, or other damages sustained by Customer in the event of any
          failure or delay by any exchange, market, clearing house, bank or
          other depository institution where any of Customer's funds or other
          assets are maintained; or a failure or delay by any member, bank or
          agent of any of the foregoing, or a failure or delay by any of the
          foregoing to enforce its rules, to fulfill its obligations, or to make
          any payment, for any reason whatsoever. Customer waives any claim,
          cause of action or right as against FIMAT, its employees or agents
          which may arise or occur as a result thereof.

     H.   Transaction Limits; Acceptance of Orders. FIMAT, solely for its own
          benefit and the benefit of other customers, may limit the number of
          transactions FIMAT executes, and the open positions FIMAT maintains or
          acquires, for Customer. Customer, acting alone or in concert with
          others, will not make any trade through FIMAT which would have the
          effect of exceeding the lower of limits imposed by FIMAT, the
          Commodity Exchange on which the transactions are executed, or any
          regulatory agency. If Customer exceeds its limit, FIMAT may require.
          the transfer of Customer's positions to another firm, or FIMAT may
          liquidate some or all of the Customer's positions as FIMAT elects in
          its sole discretion. Customer agrees to promptly advise FIMAT if
          Customer is required to file reports of its positions to the CFTC or
          any Commodity Exchange.

     I.   Liquidation of Offsetting Positions. FIMAT shall liquidate any
          contract for which an offsetting order is entered by Customer on a
          first in, first out ("FIFO") basis, unless Customer instructs FIMAT
          not to liquidate such contract and to maintain the offsetting
          contracts as open positions; provided, that FIMAT shall not be
          obligated to comply with any such instructions given by Customer if
          Customer fails to provide FIMAT with any representations,
          documentation or information reasonably requested by FIMAT or if in
          FIMAT's reasonable judgment, any failure, to liquidate such offsetting
          contracts against each other on a FIFO basis would result in a
          violation of Applicable Law.

     J.   Separate Accounts. Pursuant to CFTC Rule 1.46(e)(1), if FIMAT
          maintains or directs the trading for more than one account for
          Customer then, if held open, offsetting long and short positions in
          the separate accounts may result in the charging of additional fees
          and commissions and the payment of additional margin, although
          offsetting positions will result in no additional market gain or loss.

     K.   Failure of Delivery. At least five business days prior to the earlier
          of first notice or last trading day of the delivery month, Customer
          must advise FIMAT whether Customer intends to take or make delivery,
          as the case may be, of items purchased and sold by FIMAT at Customer's
          direction, and, if delivery is intended, Customer must demonstrate to
          FIMAT's satisfaction Customer's ability to perform Customer's delivery
          obligations, in any manner required by FIMAT including, without
          limitation, by depositing with FIMAT the funds or documents necessary
          for


                                      -10-

          delivery. If Customer fails to so advise FIMAT or to demonstrate
          satisfactorily Customer's ability to perform, then without notice or
          demand to Customer, FIMAT may, but shall have no duty to, liquidate
          such positions on terms FIMAT deems reasonable, or take any other
          action FIMAT deems reasonable, including taking or making delivery as
          the case may be. If Customer fails to supply FIMAT, in a timely
          manner, with any item FIMAT has sold Customer's direction, FIMAT may
          borrow or purchase the item from any party, including an Affiliate, to
          make the delivery. FIMAT has no duty to borrow or purchase the item.
          Customer shall comply fully with Applicable Laws relating to taking or
          making any delivery, and shall, if taking delivery, take all steps as
          provided thereunder ensure that all items to be delivered are in
          compliance with Applicable Law. Customer will hold harmless and
          indemnify FIMAT for all liabilities, penalties, losses, and expenses,
          including any legal expenses and any penalty imposed by any Commodity
          Exchange, FIMAT incurs or reasonably anticipates incurring if Customer
          fails timely (1) to take good delivery of any item FIMAT has purchased
          at Customer's direction, (2) to supply FIMAT with or otherwise make
          good delivery of any item FIMAT has sold at Customer's direction, or
          otherwise, in connection with a delivery, or (3) to comply with
          Applicable Law, and FIMAT may in the event of any such failure,
          apparent failure, or otherwise withhold from Customer's Account(s)
          with FIMAT or any Affiliates the amount (however denominated)
          estimated by FIMAT as sufficient to satisfy the above indemnity, for
          application as FIMAT deems appropriate.

     L.   FORWARDING AND STORAGE OF MATERIAL. If FIMAT on Customer's behalf
          arranges for packaging, shipping storage, or insurance, FIMAT's only
          liability will be for gross negligence or willful misconduct in the
          making of the arrangements.

     M.   REIMBURSEMENT FOR TAXES, ETC. Customer will indemnify FIMAT for all
          taxes, levies, imposts, duties, charges and fees (including legal
          expenses) incurred in connection with any sale, purchase, forwarding
          or storage.

     N.   PAYMENT. Customer's payments must be in freely transferable and
          immediately available funds to FIMAT account at a bank designated by
          FIMAT and without deduction for any taxes, imposts, duties, charges,
          or fees, free and clear of any withholding, restrictions, or
          conditions of any nature when received by FIMAT. Payment may not be
          effected by the delivery of bank notes or other legal tender unless
          Agreed by FIMAT. FIMAT may withhold any delivery until it receives
          payment in the foregoing manner.

     O.   CLOSEOUT. Whenever FIMAT in its sole discretion, considers it
          necessary for Customer's protection or FIMAT's protection, FIMAT may,
          but is not obligated to, refuse to accept new positions and/or close
          out otherwise liquidate Customer's positions, and Customer will be
          liable for any deficiency in Customer's Account that may result
          therefrom.

     P.   OPTIONS EXERCISE. Customer agrees that if Customer has a commodity
          option position with FIMAT and does provide timely instructions
          regarding the exercise of a commodity option on the last day of
          trading in that option. FIMAT, in its sole discretion and without
          prior notice to Customer, is authorized to exercise or abandon (i.e.
          let expire) the option. Customer further agrees that any exercise or
          abandonment of an option by FIMAT pursuant to this Agreement shall be
          for Customer's sole account and risk and FIMAT shall have no liability
          with respect thereto, and FIMAT shall have no duty to exercise such
          authority. Customer further agrees that, without FIMAT's written
          consent, Customer may not, on any day, exercise more than 20 options
          contracts with FIMAT unless Customer has margin with FIMAT in excess
          of the amount of margin FIMAT requires for the futures contract
          Customer would be assigned as a result of such exercise.

          Customer acknowledges that FIMAT's confirmation of purchase and sale
          statements will reflect option expiration dates that FIMAT obtains
          from sources generally believed to be reliable, and FIMAT will be
          responsible only for gross negligence, willful misconduct or fraud in
          connection therewith. If Customer holds options with a Friday
          expiration date, it is possible that, if a grantor, Customer could be
          assigned a futures position after the expiration of the option on
          Friday, and on some exchanges, as late as Saturday morning.

     Q.   ADJUSTMENTS. On rare occasion FIMAT may, in error, not fill Customer's
          order or fill Customer's order at a price which is less favorable than
          the price which could have been obtained if the error had not
          occurred. In these circumstances, FIMAT will give Customer the filled
          order and cash adjust Customer's Account(s) so as to restore the price
          at which the order could have been executed had the error not
          occurred. Customer agrees however that when correcting its error,
          FIMAT obtains a position at a better price than Customer's order could
          have been filled at, Customer will only receive the fill Customer
          could have obtained if Customer's orders had been executed without
          error (and FIMAT will receive any difference).

     R.   EXCHANGE OF PHYSICAL FOR FUTURES TRANSACTION. Customer agrees to
          create, retain, and produce, upon request a Commodity Exchange, the
          CFTC, or the United States Department of Justice, documentation of
          cash transaction


                                      -11-

          underlying exchanges of futures for cash commodities or exchanges of
          futures in connection with cash commodities transactions in accordance
          with Applicable Law. Documentation means those documents customarily
          generated in accordance with cash market practices and/or required by
          the relevant Commodity Exchange or regulatory authority which
          demonstrate the existence and nature of the underlying cash
          transactions, including, but not limited to, contracts, confirmation
          statements, telex printouts, invoices, and warehouse receipts or other
          documents of title.

     S.   DIRECT ORDER TRANSMITTAL CLIENT DISCLOSURE. On occasion, when FIMAT's
          offices are closed, Customer may request that FIMAT grant it authority
          to place orders directly with one or more of FIMAT's non-U.S.
          Affiliates for execution on non-U.S. exchanges, or for transactions on
          U.S. exchanges to be executed on GLOBEX, NYMEX ACCESS or other
          electronic trading systems. If FIMAT grants Customer such authority,
          the following conditions shall apply: (1) the order(s) Customer places
          with FIMAT's non-U.S. Affiliate will be for FIMAT's omnibus account
          maintained directly or indirectly with FIMAT's non-U.S. Affiliate; (2)
          Customer will be a client of FIMAT and not of the non-U.S. Affiliate;
          (3) all monies, securities and property of Customer will be maintained
          log FIMAT; and (4) unless Customer objects within five days after
          receipt of this Agreement, FIMAT may assume Customer consents to these
          conditions.

IV.  SECURITY AGREEMENT AND DEFAULT PROVISIONS

     A.   SECURITY INTEREST. Customer hereby grants FIMAT a security interest in
          the Collateral and proceeds thereof, security for the prompt payment
          and performance of any and all Liabilities.

     B.   FIMAT'S RIGHTS RESPECTING COLLATERAL. Customer will sign and deliver
          all agreements, instruments, certificates and documents FIMAT requests
          to create, perfect, preserve and protect the security interest in any
          of the Collateral, accompanied by such instruments of assignment and
          transfer and in such form as FIMAT should reasonably request. Customer
          appoints FIMAT as Customer's agent to sign, deliver, complete and file
          any such agreements, instruments, certificates and documents on
          Customer's behalf. FIMAT has no obligation to return the identical
          item of Collateral, but only to replace the item with property of like
          kind and substantially similar quantity, subject to adjustment for
          quantity variations at then prevailing market prices. FIMAT may, at
          any time and without limitations except those imposed by law, pledge,
          re-pledge, hypothecate, loan or invest any Collateral without notice
          to Customer or the obligation to account to Customer for any interest,
          income, or other benefit from any of the Collateral. Customer agrees
          to permit FIMAT and/or its agents and representatives at any time to
          inspect any of the Collateral and make abstracts or copies from any of
          Customer's books and records pertaining to the Collateral. The right
          is expressly granted to FIMAT, in its sole discretion, to notify
          warehousemen, consignees, bailees or any other persons in possession
          of Collateral of FIMAT's security interest therein. Unless Agreed by
          FIMAT, the undersigned will not file or authorize or permit to be
          filed in any jurisdiction any such financing or like statement in
          which FIMAT is not named as the sole secured party. Upon the request
          of FIMAT Customer shall, at Customer's expense, keep insured all
          Collateral which is tangible property for full value, with such
          coverage as FIMAT may approve, and the policies shall be duly endorsed
          in FIMAT's favor and delivered to FIMAT.

     C.   EVENTS OF DEFAULT. In addition to any "Event of Default" which may be
          defined in any Other Agreement, and not by way of limitation of any
          right FIMAT otherwise has to demand payment at any time of any of the
          Liabilities, the following events shall constitute an "Event of
          Default": (1) Customer breaches, repudiates, or defaults in any way on
          any agreement with FIMAT or any Affiliate (including Customer's
          agreement to provide margin) or with a third party; or (2) FIMAT, in
          its sole discretion, determines that it has sufficient grounds for
          insecurity with respect to Customer's performance of any obligation to
          any person and Customer fails to provide assurance of performance of
          the obligation satisfactory to FIMAT; or (3) any proceeding is
          commenced by or against Customer under any bankruptcy, insolvency,
          relief of debtor, or similar law, or Customer makes an assignment for
          the benefit of creditors, a receiver, trustee, conservator, liquidator
          or similar officer is appointed for Customer or any of Customer's
          property; or (4) Customer's Account(s) are attached or levied against;
          or (5) any of Customer's representations to FIMAT or any Affiliate,
          whenever or wherever made, were misleading when made or deem made or
          later becomes untrue; or (6) Customer dies, is disabled or becomes
          legally incompetent; or (7) Customer or any organization of which
          Customer is a member suspends or threatens to suspend the transaction
          of its usual business, or any proceeding is commenced with respect to
          any of Customer's property or any such organization; or (8) Customer
          is a party to any merger, consolidation or sale of all or
          substantially all of its assets unless Agreed by FIMAT prior thereto;
          or (9) FIMAT has reason to believe that any of the foregoing is likely
          to occur imminently.



                                      -12-

     D.   FIMAT's Remedies Upon Default.

          l.   Customer absolutely and unconditionally agrees that upon the
               occurrence of an Event of Default, FIMAT, on behalf of itself and
               as agent for any Affiliate, may exercise any one or more of the
               following remedies (except that, upon the occurrence of any Event
               of Default set forth in Section IV.C.(3) above, the remedies
               specified in subparagraphs a, b, c, and g below shall thereupon
               be deemed for all purposes to have been exercised, immediately
               and without action by FIMAT), with only such notice as is
               required by Applicable Law and cannot be waived, without
               prejudice to any other remedies:

               a.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may terminate any or all of FIMAT's and/or any
                    Affiliates obligations to Customer for future performance;

               b.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may treat any or all of Customer's Liabilities
                    and/or Customer's obligations to any Affiliates, including
                    credit or debit balances, as immediately due, and may treat
                    all limits, margin facilities and call tolerance facilities
                    in place as revoked;

               c.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may consolidate Customer's Account(s) or any of
                    them at FIMAT and/or any Affiliates;

               d.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may sell any or all non-cash Collateral held
                    long by FIMAT and/or any Affiliates;

               e.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may close out or hedge for Customer's Account(s)
                    any or all open positions in Customer's Account(s) at FIMAT
                    and/or any Affiliates pursuant to Section III.O above or
                    otherwise, in any manner it deems reasonable under the
                    circumstances;

               f.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may borrow, lend, sell or buy from any party,
                    including itself and/or any Affiliates, any property
                    necessary to cover or hedge any or all positions in
                    Customer's Account(s) at FIMAT and/or any Affiliates; and

               g.   FIMAT, on its own behalf and/or on behalf of any of its
                    Affiliates, may offset the proceeds of the sale of non-cash
                    Collateral, cash Collateral, and sums owing Customer by
                    FIMAT and/or Affiliates (including any sums arising from the
                    operation of this Section D), against Customer's Liabilities
                    and Customer's obligations to any Affiliates, without
                    prejudice to FIMAT's right to recover the balance of
                    Customer's Liabilities and any Affiliates' right to recover
                    the balance of Customer's obligations to them.

                    Customer appoints FIMAT as Customer's agent to sign,
                    complete, and deliver any and all documents necessary or
                    desirable to carry out the foregoing. None of FIMAT nor any
                    of its Affiliates, nor any of its agents or representatives
                    will be responsible for losses or lost profits, accrued or
                    anticipated, resulting from any position or transaction
                    entered to enforce the foregoing remedies. Customer waives
                    the right of set off in any action brought by FIMAT to
                    collect amounts owned by Customer to FIMAT.

               Customer will indemnify and hold harmless FIMAT and its
               Affiliates, and their respective agents and representatives from
               any liabilities, penalties, losses, costs and expenses, including
               but not limited to reasonable attorney fees (whether the
               reasonable fees and charges of external legal counsel and/or the
               costs and charges, if any, allocated by internal legal
               department), which FIMAT and/or any Affiliates incur in
               connection with (i) the exercise of any remedy hereunder or under
               any Other Agreement, (ii) the care or custody of the Collateral
               and defending or asserting the rights and claims of FIMAT and/or
               any Affiliates in respect thereof, and (iii) meeting any
               obligation of FIMAT and/or any Affiliates which would otherwise
               fail to be performed by reason of an Event of Default.



                                      -13-

V. MISCELLANEOUS

     A.   GOVERNING LAW AND SUBMISSION TO JURISDICTION.

          All disputes between FIMAT and Customer including, but not limited to,
          disputes arising directly or indirectly as a result of, or the
          relationship established as a result of, this Agreement, shall be
          governed by the substantive laws of the State of New York, without
          regard to principles of choice of law. Notwithstanding any provision
          of Applicable Law, Customer agrees to commence all actions of any kind
          against FIMAT within one year of the event giving rise to any dispute.
          Customer irrevocably submits to the jurisdiction of the courts of New
          York and of the Federal Courts of the Southern District of New York
          with respect to litigation relating to all such disputes, including,
          but not limited to, disputes arising directly or indirectly as a
          result of or the relationship established as a result of this
          Agreement and transactions subject to this Agreement, agrees to
          commence actions and proceedings and assert claims for relief
          involving them only in such courts (unless Customer has otherwise
          agreed to arbitrate all disputes against FIMAT, in which case such
          arbitration shall be held only in New York City), and consents to
          service of process by the mailing of copies to Customer by certified
          mail to Customer's address as it appears on the books of FIMAT. Such
          service shall be effective ten days after mailing.

     B.   WAIVER OF JURY TRIAL. CUSTOMER HEREBY WAIVES TRIAL BY JURY IN ANY
          ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO, BUT NOT LIMITED
          TO, DISPUTES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF, OR THE
          RELATIONSHIP ESTABLISHED AS A RESULT OF, THIS AGREEMENT OR ANY
          TRANSACTION IN CONNECTION THEREWITH. CUSTOMER'S WAIVER OF TRIAL BY
          JURY IS A PREREQUISITE TO, AND INDUCEMENT OF FIMAT TO OFFER, THE
          OPENING OF CUSTOMER'S ACCOUNT(S).

     C.   APPLICABLE LAW AND NOTES FOR GERMAN CLIENTS. Contrary to German Law,
          the substantive law of New York does not distinguish between binding
          and non-binding terminal (futures) transactions (see paragraph 53 of
          the German Borsengesetz). All trades under this Agreement are
          therefore binding market transactions. Customer acknowledges that
          under German Law futures trading gives rise to an imperfect obligation
          (as provided in paragraphs 762 and 764 of the Burgerliches Gesetzbuch
          ("BGB") and paragraph 58 of the German Borsengesetz). Customer also
          acknowledges that under paragraph 814 of the BGB disclosure of this
          fact removes any and all rights Customer might otherwise have as a
          result of the "Differenzeinwand" (paragraph 812 of the BGB). Customer
          credit balance held by FIMAT will be applied to fulfill, discharge and
          perform the transaction(s) and as an advance performance or down
          payment to cover any transaction(s) trading costs.

     D.   Force Majeure; Warranty and Disclaimer of Warranties. FIMAT shall not
          be liable for any delay in performance or for non-performance of its
          obligations caused by any event beyond the reasonable control of
          FIMAT. FIMAT may, without liability, cancel this Agreement or any
          particular transaction contemplated hereunder if its performance is
          delayed or rendered impossible due to any such event. FIMAT's sole
          warranty is that any commodity delivered by it will conform to the
          description on any confirmation prepared and delivered by FIMAT with
          respect thereto. FIMAT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
          EXPRESS OR IMPLIED.

     E.   NON-WAIVER; NON-ASSIGNMENT; TIME OF THE ESSENCE. This Agreement and
          the Other Agreements, if any, constitute the entire Agreement between
          FIMAT and Customer with respect to the subject matter hereof and
          supersede all other understandings, agreements, or communications
          concerning such subject matter. Any oral representations, warranties,
          inducements, or agreements made by any representative of FIMAT
          inconsistent with the provisions of this Agreement are excluded and
          will not bind FIMAT. FIMAT will be bound by waivers and modifications
          of any of the terms of this Agreement, any other written agreement, or
          any transaction, or any attempted assignment by Customer of any right
          or interest in this Agreement, any other agreement, or any
          transaction, only if Agreed by FIMAT (as defined). Such agreement will
          bind FIMAT only in relation to the waiver, modification, or
          assignment, to which FIMAT has consented in writing. Customer hereby
          waives the right to claim estoppel or forbearance unless Agreed by
          FIMAT. Any agreement by FIMAT to forbear liquidation, pursuant to any
          of its rights and remedies hereunder, may be revoked by FIMAT upon 24
          hours notice to Customer (unless a shorter time is commercially
          reasonable under the circumstances), which notice Customer hereby
          deems reasonable. FIMAT's failure to exercise any right or remedy is
          not a waiver of the right or remedy not exercised or any other right
          or remedy. Time is of the essence in the performance of Customer's
          obligations.

     F.   BINDING EFFECT. This Agreement covers all of Customer's Account(s)
          with FIMAT, is binding on Customer and Customer's estate, legal
          representatives, successors and assigns and inures to the benefit of
          FIMAT and its successors and assigns.


                                      -14-

     G.   COMMUNICATIONS. Communications may be sent to Customer by mail, telex,
          telegraph, facsimile transmission, messenger, or other reasonable
          means at its current address shown on FIMAT's records, and are deemed
          received when Customer actually receives them or 24 hours after they
          are sent, whichever first, occurs. FIMAT, in its sole discretion, may
          record, on tape or otherwise, any telephone conversation between FIMAT
          and Customer involving their respective officers, agents and
          employees. Customer hereby agrees and consents to such recording, with
          or without the use of an automatic tone warning device, and waives any
          right Customer may have to object to the use or admissibility into
          evidence of such recording in any legal proceeding between Customer
          and FIMAT or in any other proceeding to which FIMAT is a party or in
          which FIMAT's records are subpoenaed. Customer acknowledges that FIMAT
          may erase such recordings after a reasonable period of time. FIMAT
          shall be entitled to rely on any instructions, notices and
          communications, whether oral or in writing, that it believes to be
          that of an individual authorized to act on behalf of Customer as
          authorized to act on its behalf, and Customer shall be bound thereby.
          Customer hereby waives any defense that any such instruction was not
          in writing as may be required by the Statute of Frauds or any other
          similar law, rule or regulation. Customer will indemnify FIMAT and
          hold FIMAT harmless from and against all liabilities, penalties,
          losses, and expenses, including legal expenses, incurred by FIMAT as a
          result of FIMAT's acting upon such instructions.

     H.   NON-EXECUTION. Any failure by Customer to duly sign this Agreement is
          not a waiver by FIMAT of any rights it otherwise has against Customer.

     I.   FIMAT HAS NO RESPONSIBILITY FOR ADVICE. FIMAT is not acting as
          fiduciary, foundation manager, commodity pool operator, commodity
          trading advisor or investment adviser in respect of any Account(s)
          opened by Customer and FIMAT shall have no responsibility hereunder
          for compliance with any law or regulation governing the conduct of
          fiduciaries, foundation managers, commodity pool operators, commodity
          trading advisors or investment advisers. Customer will not enter into
          any transaction with FIMAT, and will not hold FIMAT responsible for
          losses, as a result of any prediction, recommendation, or
          representation made by any representative of FIMAT. Any information or
          advice communicated by FIMAT, although based upon information from
          sources FIMAT believes to be reliable, may be incomplete or
          inaccurate, may not be verified, and may be changed without notice to
          Customer. FIMAT makes no representation as to the accuracy,
          completeness, reliability or prudence of any such information or
          advice or as to the tax consequences of Customer's futures or options
          trading.

     J.   APPOINTMENT OF AGENT. Customer's appointment of an agent on the
          "Trading and Fee Payment Authorization Limited to Purchases and Sales
          of Commodities" form ("Trading Authorization"), if applicable, is
          notice to FIMAT that the person so designated (the "Agent") is
          Customer's agent in respect of Customer's Account(s) with FIMAT,
          with complete authority on Customer's behalf to place orders for
          purchases and sales, including short sales, for cash or on margin, of
          Commodities other items in respect of which Customer may from time to
          time enter into transactions in one or more of Customer's Account(s)
          with FIMAT, for immediate or future delivery, to effect delivery and
          performance of the orders and of the obligations undertaken in
          connection with the orders, to borrow funds from FIMAT to finance any
          of the transactions, to lend or pledge Customer's properties with MAT
          and otherwise to secure Customer's Liabilities, withdraw or direct the
          payment of monies, securities, commodities, or other property from
          Customer's Account(s) with FIMAT, including to compensate Agent for
          its services, to settle Customer disputes with FIMAT or between
          Customer or any other party with whom FIMAT deals for Customer or with
          whom Customer deals through FIMAT as broker for the third party, and.
          to sign and deliver on Customer's behalf notices and other documents
          and to take all other actions necessary or desirable to carry out the
          terms of this Agreement. Customer agrees to notify FIMAT promptly in
          writing of the revocation or modification of the Agent's authority.
          Customer will indemnify FIMAT and hold FIMAT harmless from and against
          all liabilities, penalties, losses, and expenses, including legal
          expenses, incurred by FIMAT in acting as instructed by the Agent and
          in continuing to act in reliance on the Trading Authorization after
          revocation or modification but prior to FIMAT's receipt of written
          notice thereof.

     K.   TERMINATION. Customer may terminate this Agreement, at any time when
          Customer has no Liabilities and no open positions which could give
          rise to subsequent Liabilities, upon the actual receipt by FIMAT of
          written notice of termination. FIMAT may terminate this Agreement at
          any time upon mailing or delivery of written notice of termination to
          Customer, provided that any such termination will not affect any
          transactions theretofore entered into and will not relieve either
          party of any obligations in connection with any debt or credit balance
          or other liability or obligation incurred prior to the termination.


                                      -15-

       L.   MULTIPLE PARTIES. If any Account(s) established pursuant to this
            Agreement is on behalf of more than one person:

            1.   each signing person is jointly and severally liable for the
                 full and timely performance of all the obligations of all
                 signing persons in connection with this Agreement and any
                 account established and any transaction effected under this
                 Agreement; and the terms hereof shall survive the legal
                 incompetence or death of any or all signing persons;

            2.   in connection with any Account(s) established under this
                 Agreement, FIMAT may act upon any order, request or instruction
                 from any one signing person without the necessity of
                 confirmation from any other;

            3.   the delivery of any report, statement, notice or other
                 communication to any one signing person is deemed to have been
                 to all of the signing persons;

            4.   FIMAT may deliver any Collateral of any of the signing persons
                 to any one or more of the signing persons, and make payments
                 from any Account(s) established pursuant to this Agreement to
                 or upon the order or direction of any one of them, and FIMAT is
                 under no obligation to inquire into the purpose of any request
                 for the delivery of any such Collateral or the making of any
                 such payment, or to see to the disposition or application
                 thereof; and

            5.   unless FIMAT is advised otherwise in writing, the interest of
                 the signing persons in any Account(s) established under this
                 Agreement shall be deemed to be a joint tenancy with rights of
                 survivorship and not a tenancy in common.

       M.   SEVERABILITY. If any provision of this Agreement, or the application
            of such provision to any person or circumstances, is held invalid,
            the remainder of this Agreement, and the application of such
            provision to persons or circumstances other than these as to which
            it is held invalid, shall not be affected thereby.

       N.   CAPTIONS. Captions used in this Agreement are used for convenience
            and neither form an integral part of this Agreement nor limit the
            applicability or affect the meaning of any of the Agreement's
            provisions.

VI.    ELECTRONIC TRADING SYSTEMS

       FIMAT may make available to Customer the ability to trade, directly or
       indirectly (in whole or in part), through electronic trading systems
       (ETS) such as GLOBEX or ACCESS or other electronic systems. The
       sponsoring organizations or such systems may make certain information
       available and in some cases require special disclosures for these
       systems. To the extent these disclosures are required and other
       information is available, it has been set forth in the accompanying
       booklet entitled "Exchange Disclosures and Notices," which Customer
       acknowledges receiving by signing below.

VII.   ACCEPTANCE OF AGREEMENT

       This Agreement shall not be deemed to be accepted by FIMAT or become a
       binding contract between Customer and FIMAT until approved by a duly
       authorized officer of FIMAT in writing in accordance with its internal
       procedures. Customer represents, unless Customer has executed the Joint
       Tenants Agreement; the Partnership Authorization; the Certificate of
       Corporate Resolution; or the Trust Authorization, that this is an
       individual account and, no one else has an interest in this account and
       Customer has authority and capacity to enter into this Agreement.

VIII.  OTHER AGREEMENTS AMONG THE PARTIES; CONFLICTS

       Customer acknowledges that in addition to this Agreement, FIMAT may
       request that Customer and/or any Affiliate of Customer to execute and
       deliver such agreement(s), instrument(s) and document(s) as FIMAT may
       prescribe, which agreement(s), instrument(s) and documents upon their
       execution, shall become an Other Agreement. In the event of a conflict
       between the provisions of this Agreement and the provisions of any Other
       Agreement, the provisions of this Agreement shall govern to the extent
       the underlying transactions relate to futures contracts or options
       thereon.



                                      -16-


IX.  FOR HEDGE CUSTOMERS ONLY

     CUSTOMER WARRANTS, BY INITIALLING IN A BOX BELOW, THAT IT WILL ENGAGE IN
     BONA FIDE HEDGING TRANSACTIONS PURSUANT TO CFTC REGULATION 1.3(z). IN THE
     EVENT OF BANKRUPTCY, CUSTOMER PREFERS THAT THE TRUSTEE (PLEASE INITIAL
     CHOICE)


              [ ]     LIQUIDATE                [ ]     NOT LIQUIDATE


     OPEN COMMODITY CONTRACTS IN CUSTOMER'S HEDGE ACCOUNT WITHOUT SEEKING ITS
     INSTRUCTIONS.


PLEASE ACKNOWLEDGE YOUR AGREEMENT AND CONSENT TO THIS CUSTOMER AGREEMENT BY
SIGNING BELOW.

BY SIGNING BELOW, CUSTOMER ALSO ACKNOWLEDGES THAT CUSTOMER HAS RECEIVED AND
UNDERSTANDS THE FOLLOWING ATTACHED DISCLOSURE STATEMENT PRESCRIBED BY THE CFTC:

Please initial if received and understood:

            [ ]   Risk Disclosure Statement
                  for Futures and Options
                  Attached at pg. 1



ACCOUNT NAME:
             --------------------------------

BY:
   ------------------------------   ---------   --------------------------------
      Authorized Signature             Date         Name (Please Print)

BY:
   ------------------------------   ---------   --------------------------------
      Authorized Signature             Date         Name (Please Print)

EX-10.03(A)

                                                            EXHIBIT NO. 10.03(a)

[HSBC LOGO]                                                SERIES A

         ESCROW AGREEMENT, dated as of September 30, 2002, by and between
Quadriga Superfund, L.P., a Delaware limited partnership ("Quadriga Superfund")
and HSBC BANK USA, a banking corporation and trust company organized and
existing under the laws of the State of New York, as escrow agent hereunder (the
"Escrow Agent").

                                   WITNESSETH:

         WHEREAS, Quadriga Superfund is offering its Series A units of limited
partnership interest on a best efforts basis to qualified investors (the
"Agreement") dated as of September 24, 2002;

         WHEREAS, the Agreement provides for certain funds to be deposited in an
escrow account to be held and distributed in accordance with the terms and
conditions hereinafter set forth;

         WHEREAS, Quadriga Superfund, desires to appoint HSBC Bank USA, as the
Escrow Agent and HSBC Bank USA is willing to act as Escrow Agent hereunder in
accordance with the terms and conditions hereof;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:





Section 1.        Definitions.

                  Unless otherwise defined herein, terms which are defined in
                  the Agreement, as in effect on the date hereof, and used
                  herein are so used as so defined.

Section 2.        Establishment of Escrow Account.

                  Funds in the amount of up to Ten Million ($10,000,000) United
                  States Dollars (the "Escrow Amount") delivered from time to
                  time but no later than June 30, 2003 unless extended in
                  writing and accepted by the Escrow Agent, shall be accepted by
                  the Escrow Agent and placed into an account (the "Escrow
                  Account") to be held and administered in accordance with the
                  terms and conditions of this Agreement.

Section 3.        Investments.

                  The Escrow Agent agrees to invest and reinvest the Escrow
                  Account, in (i) obligations issued or guaranteed by the United
                  States Government, its agencies or instrumentalities or (ii)
                  Certificates of Deposit issued by any bank, trust company or
                  national banking association (including HSBC Bank USA)
                  authorized to do business in the State of New York, provided
                  the capital stock, surplus, and undivided profits of such
                  institution are not less than $500,000,000 which in each case
                  shall mature not later than the date amounts are to be paid
                  under this agreement or (iii) a money market account managed
                  by HSBC Bank USA or any of its subsidiaries or affiliates with
                  a stated investment objective of investing only in the
                  foregoing overnight deposits, as the Escrow Agent shall be
                  advised from time to time in writing by the Depositor and the
                  Beneficiary provided. The earnings realized from investments
                  and all interest, if any, accruing on monies held in Escrow
                  Account shall be added to the Escrow Account. Any loss
                  incurred from an



                                       2


                  investment, including all costs of investment or liquidation,
                  including without limitation all withholding and other taxes,
                  will be borne by the Escrow Account. The Depositor agrees to
                  furnish to the Escrow Agent upon execution of this Agreement
                  and as subsequently required all appropriate U.S. tax forms
                  and information in order for the Escrow Agent to comply with
                  U.S. tax regulations. The Escrow Agent shall not be
                  accountable or liable for any losses resulting from the sale
                  or depreciation in the market value of such investments
                  thereof.

Section 4.        Payments from Escrow Account.

                  (a) For each payment from the Escrow Account, Quadriga
                  Superfund shall deliver, by facsimile, to Escrow Agent a
                  letter of direction (a "Certificate"), which Certificate shall
                  specify (i) the dollar amount of the funds in the Escrow
                  Account to be paid to the recipient, (ii) the name and address
                  of the recipient, and (iii) the date on which such payment or
                  payments shall be made by Escrow Agent. The Certificate must
                  be delivered to Escrow Agent at least five (5) calendar days
                  prior to the date on which any payment is to be made by Escrow
                  Agent.

                  (b) Escrow Agent shall make any payment to the recipient by
                  wire or other transfer to the account of such recipient as
                  directed by Quadriga Superfund.

Section 5.        Termination of Escrow Account.

                  (a) Except as hereinafter provided, the Escrow Account shall
                  terminate without further action of parties upon the later of:
                  (i) the date on which the Escrow Agent completes paying out
                  all of the Escrow Account to the recipients, or (ii) nine (9)
                  months from the date hereof, at which time the balance of the
                  Escrow Account shall be distributed to the recipients.



                                        3


                  (b) In the event of any dispute or misunderstanding, Escrow
                  Agent shall have the option to pursue any legal remedies that
                  may be available to it, including the right to deposit the
                  subject matter hereof in interpleader in the U.S. District
                  Court having jurisdiction of the subject matter, and upon
                  doing so to be absolved from all further obligations or
                  liability hereunder. Quadriga Superfund agrees to pay to
                  Escrow Agent all costs and expenses, including reasonable
                  attorney's fees, incurred by Escrow Agent in any interpleader
                  action.

Section 6.        Escrow Agent.

                  Quadriga Superfund agrees to pay the Escrow Agent its
                  agreed-upon compensation, as set forth in a separate
                  agreement, for its services as Escrow Agent hereunder promptly
                  upon request therefor, and to reimburse the Escrow Agent for
                  all expenses of or disbursements incurred by the Escrow Agent
                  in the performance of its duties hereunder, including
                  reasonable fees, expenses and disbursements of counsel to the
                  Escrow Agent.

                  The Escrow Agent shall have a lien upon the Escrow Account for
                  its costs, expenses and fees which may arise hereunder and may
                  retain that portion of the Escrow Account equal to such unpaid
                  amounts, until all such costs, expenses and fees have been
                  paid.

Section 7.        Rights, Duties and Immunities of Escrow Agent.

                  Acceptance by the Escrow Agent of its duties under this Escrow
                  Agreement is subject to the following terms and conditions,
                  which all parties to this Escrow Agreement hereby agree shall
                  govern and control the rights, duties and immunities of the
                  Escrow Agent.



                                       4


                  (a) The duties and obligations of the Escrow Agent shall be
                  determined solely by the express provisions of this Escrow
                  Agreement and the Escrow Agent shall not be liable except for
                  the performance of such duties and obligations as are
                  specifically set out in this Escrow Agreement. This Escrow
                  Agreement shall not be deemed to create a fiduciary
                  relationship between the parties hereto under state or federal
                  law.

                  (b) The Escrow Agent shall not be responsible in any manner
                  for the validity or sufficiency of any property delivered
                  hereunder, or for the value or collectability of any note,
                  check or other instrument so delivered, or for any
                  representations made or obligations assumed by any party other
                  than the Escrow Agent. Nothing herein contained shall be
                  deemed to obligate the Escrow Agent to deliver any cash,
                  instruments, documents or any other property referred to
                  herein, unless the same shall have first been received by the
                  Escrow Agent pursuant to this Escrow Agreement.

                  (c) Quadriga Superfund will reimburse and indemnify the Escrow
                  Agent for, and hold it harmless against any loss, liability or
                  expense, including but not limited to counsel fees, incurred
                  without bad faith, gross negligence or willful misconduct on
                  the part of the Escrow Agent arising out of or in conjunction
                  with its acceptance of, or the performance of its duties and
                  obligations under this Escrow Agreement as well as the costs
                  and expenses of defending against any claim or liability
                  arising out of or relating to this Escrow Agreement.

                  (d) The Escrow Agent shall be fully protected in acting on and
                  relying upon any written notice direction, request, waiver,
                  consent, receipt or other paper or documents which the Escrow
                  Agent in good faith believes to have been



                                       5


                  signed and presented by the proper party or parties.

                  (e) The Escrow Agent shall not be liable for any error of
                  judgment, or for any act done or step taken or omitted by it
                  in good faith or for any mistake in act or law, or for
                  anything which it may do or refrain from doing in connection
                  herewith, except its own willful misconduct.

                  (f) The Escrow Agent may seek the advice of legal counsel in
                  the event of any dispute or question as to the construction of
                  any of the provisions of this Escrow Agreement or its duties
                  hereunder, and it shall incur no liability and shall be fully
                  protected in respect of any action taken, omitted or suffered
                  by it in good faith in accordance with the opinion of such
                  counsel.

                  The parties hereto agree that should any dispute arise with
                  respect to the payment, ownership or right of possession of
                  the Escrow Account, the Escrow Agent is authorized and
                  directed to retain in its possession, without liability to
                  anyone, except for its bad faith, willful misconduct or gross
                  negligence, all or any part of the Escrow Account until such
                  dispute shall have been settled either by mutual agreement by
                  the parties concerned or by the final order, decree or
                  judgment of a court or other tribunal of competent
                  jurisdiction in the United States of America, and a notice
                  executed by the parties to the dispute or their authorized
                  representatives shall have been delivered to the Escrow Agent
                  setting forth the resolution of the dispute. The Escrow Agent
                  shall be under no duty whatsoever to institute, defend or
                  partake in such proceedings.

                  (g) The agreements set forth in this Section 7 shall survive
                  the termination of this Escrow Agreement and the payment of
                  all amounts hereunder.

Section 8.        Resignation of Escrow Agent.



                                       6


                  The Escrow Agent shall have the right to resign upon 30 days
                  written notice to Quadriga Superfund. In the event of such
                  resignation, Quadriga Superfund shall appoint a successor
                  escrow agent hereunder by delivering to the Escrow Agent a
                  written notice of such appointment. Upon receipt of such
                  notice, the Escrow Agent shall deliver to the designated
                  successor escrow agent all money and other property held
                  hereunder and shall thereupon be released and discharged from
                  any and all further responsibilities whatsoever under this
                  Escrow Agreement; provided, however, that the Escrow Agent
                  shall not be deprived of its compensation earned prior to such
                  time If no successor escrow agent shall have been designated
                  by the date specified in the Escrow Agent's notice, all
                  obligations of the Escrow Agent hereunder shall nevertheless
                  cease and terminate. Its sole responsibility thereafter shall
                  be to keep safely all property then held by it and to deliver
                  the same to a person designated by the other parties hereto or
                  in accordance with the direction of a final order or judgment
                  of a court of competent jurisdiction.

Section 9.        Notices.

                  All claims, notices and other communications hereunder to be
                  effective shall be in writing and shall be deemed to have been
                  duly given when delivered by hand, or five days after being
                  deposited in the mail or sent by registered or certified first
                  class mail postage prepaid, or, in the case of facsimile
                  transmission, when received and telephonically confirmed, in
                  each case addressed to the parties at the addresses set forth
                  herein and to the Escrow Agent at the address set forth
                  opposite its name on the signature pages hereto (or to such
                  other person or address as the parties shall have notified
                  each other and the Escrow Agent in writing, provided that
                  notices of a



                                       7


                  change of address shall be effective only upon receipt
                  thereof.

Section 10.       Binding Effect.

                  This Escrow Agreement shall be binding upon and inure to the
                  benefit of the parties hereto and their respective heirs,
                  executors, successors and assigns.

Section 11.       Amendments.

                  This Escrow Agreement may be amended or modified at any time
                  or from time to time in writing executed by the parties to the
                  Escrow Agreement.

Section 12.       Governing Law.

                  This Escrow Agreement shall be governed by and construed and
                  enforced in accordance with the laws of the State of New York
                  applicable to contracts to be performed entirely within the
                  State of New York, without reference to or application of
                  rules or principles of conflicts of law.

Section 13.       Interpretation.

                  The headings of the sections contained in this Escrow
                  Agreement are solely for convenience or reference and shall
                  not affect the meaning or interpretation of this Escrow
                  Agreement.

Section 14.       Counterparts.

                  This Escrow Agreement may be executed in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

Section 15.       Consent to Jurisdiction.

                  Each of the parties hereto hereby irrevocably agrees that any
                  action, suit or proceedings against any of them by any of the
                  other aforementioned parties with respect to this Agreement
                  shall be brought before the exclusive jurisdiction of the
                  federal or state courts located in the Borough of Manhattan



                                       8


                  in the State of New York, unless all the parties hereto agree
                  in writing to any other jurisdiction. Each of the parties
                  hereto hereby submits to such exclusive jurisdiction.

Section 16.       Severability.

                  If any provisions of this Agreement shall be declared by any
                  court of competent jurisdiction illegal, void or
                  unenforceable, the other provisions shall not be affected, but
                  shall remain in full force and effect.

Section 17.       Exhibits.

                  The terms and conditions of Exhibit A and Exhibit B attached
                  hereto are incorporated herein and form a part hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date and the year first above written.




                                       9



Quadriga Superfund, L.P. Series A               Quadriga Superfund, L.P.
Le Marquis Complex, Unit 5                      By: Quadriga Capital
P.O. Box 1479                                       Management, Inc.
Grand Anse                                          General Partner
St. George's, Grenada
West Indies
                                                By:______________________
                                                   Christian Baha

                                                Title  President




HSBC Bank USA                                   HSBC BANK USA,
Issuer Services                                 AS ESCROW AGENT
10 East 40th Street,  14th Floor
New York, NY 10018-2706
                                                By:     Deirdra N. Ross

                                                Title:  Assistant Vice President






                                       10






                                  HSBC BANK USA
                            QUADRIGA SUPERFUND, L.P.
                 ESCROW AGREEMENT dated as of September 30, 2002

                                    EXHIBIT A

Section 1. For each payment from the Escrow Account, Quadriga Superfund shall
deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"),
which Certificate shall specify (i), the dollar amount of the funds in the
Escrow Account to be paid to Series A of Quadriga Superfund and (ii) the date on
which such payment shall be made by Escrow Agent. The Certificate must be
delivered to Escrow Agent at least five (5) calendar days prior to the date on
which any payment is to be made by Escrow Agent.

Section 2. In the event Series A of Quadriga Superfund has not received an
aggregate of $1,000,000 in subscriptions on or before April 30, 2003, Quadriga
Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating
that all funds in the associated Escrow Account shall be returned to the persons
from whom such amounts were received, together with any interest earned thereon.

Section 3. Escrow Agent shall make any payment to the person or persons
designated in Section 1. or Section 2. above by wire or other transfer or as
otherwise directed by Quadriga Superfund.






                                       11






                                  HSBC BANK USA
                            QUADRIGA SUPERFUND, L.P.
                 ESCROW AGREEMENT dated as of September 30, 2002

                                    EXHIBIT B

Section 1. There is hereby created within each account maintained by Escrow
Agent pursuant to the Escrow Agreement a sub-account (a "Sub-Account") which
shall be designated "Quadriga Superfund, L.P. Pennsylvania Escrow Sub-Account."
Funds to be deposited into a Sub-Account shall be identified as such by Quadriga
Superfund and shall be invested and reinvested by the Escrow Agent in accordance
with the terms of the Escrow Agreement.

Section 2. For each payment from a Sub-Account, Quadriga Superfund shall
deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"),
which Certificate shall specify (i), the dollar amount of the funds in the
Sub-Account to be paid to the respective series of Quadriga Superfund; and (ii)
the date on which such payment shall be made by Escrow Agent. The Certificate
must be delivered to Escrow Agent at least five (5) calendar days prior to the
date on which any payment is to be made by Escrow Agent.

Section 3. In the event Series A of Quadriga Superfund has not received an
aggregate of $10,000,000 in subscriptions on or before April 30, 2003, Quadriga
Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating
that all funds in the associated Sub-Account shall be returned to the persons
from whom such amounts were received, together with any interest earned thereon.

Section 4. Escrow Agent shall make any payment to the person or persons
designated in Section 2. or Section 3. above by wire or other transfer or as
otherwise directed by Quadriga Superfund.















                                       12

EX-10.03(B)

                                                            EXHIBIT No. 10.03(b)
[HSBC LOGO]                                                             SERIES B

         ESCROW AGREEMENT, dated as of September 30, 2002, by and between
Quadriga Superfund, L.P., a Delaware limited partnership ("Quadriga Superfund")
and HSBC BANK USA, a banking corporation and trust company organized and
existing under the laws of the State of New York, as escrow agent hereunder (the
"Escrow Agent").

                                   WITNESSETH:

         WHEREAS, Quadriga Superfund is offering its Series B units of limited
partnership interest on a best efforts basis to qualified investors (the "
Agreement") dated as of September 24, 2002;

         WHEREAS, the Agreement provides for certain funds to be deposited in an
escrow account to be held and distributed in accordance with the terms and
conditions hereinafter set forth;

         WHEREAS, Quadriga Superfund, desires to appoint HSBC Bank USA, as the
Escrow Agent and HSBC Bank USA is willing to act as Escrow Agent hereunder in
accordance with the terms and conditions hereof;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:







Section 1.        Definitions.

                  Unless otherwise defined herein, terms which are defined in
                  the Agreement, as in effect on the date hereof, and used
                  herein are so used as so defined.

Section 2.        Establishment of Escrow Account.

                  Funds in the amount of up to Ten Million ($10,000,000) United
                  States Dollars (the "Escrow Amount") delivered from time to
                  time but no later than June 30, 2003 unless extended in
                  writing and accepted by the Escrow Agent, shall be accepted by
                  the Escrow Agent and placed into an account (the "Escrow
                  Account") to be held and administered in accordance with the
                  terms and conditions of this Agreement.

Section 3.        Investments.

                  The Escrow Agent agrees to invest and reinvest the Escrow
                  Account, in (i) obligations issued or guaranteed by the United
                  States Government, its agencies or instrumentalities or (ii)
                  Certificates of Deposit issued by any bank, trust company or
                  national banking association (including. HSBC Bank USA)
                  authorized to do business in the State of New York, provided
                  the capital stock, surplus, and undivided profits of such
                  institution are not less than $500,000,000 which in each case
                  shall mature not later than the date amounts are to be paid
                  under this agreement or (iii) a money market account managed
                  by HSBC Bank USA or any of its subsidiaries or affiliates with
                  a stated investment objective of investing only in the
                  foregoing overnight deposits, as the Escrow Agent shall be
                  advised from time to time in writing by the Depositor and the
                  Beneficiary provided. The earnings realized from investments
                  and all interest, if any, accruing on monies held in Escrow
                  Account shall be added to the Escrow Account. Any loss
                  incurred from an

                                       2





                  investment, including all costs of investment or liquidation,
                  including without limitation all withholding and other taxes,
                  will be borne by the Escrow Account. The Depositor agrees to
                  furnish to the Escrow Agent upon execution of this Agreement
                  and as subsequently required all appropriate U.S. tax forms
                  and information in order for the Escrow Agent to comply with
                  U.S. tax regulations. The Escrow Agent shall not be
                  accountable or liable for any losses resulting from the sale
                  or depreciation in the market value of such investments
                  thereof.

Section 4.        Payments from Escrow Account.

                  (a) For each payment from the Escrow Account, Quadriga
                  Superfund shall deliver, by facsimile, to Escrow Agent a
                  letter of direction (a "Certificate"), which Certificate shall
                  specify (i) the dollar amount of the funds in the Escrow
                  Account to be paid to the recipient, (ii) the name and address
                  of the recipient, and (iii) the date on which such payment or
                  payments shall be made by Escrow Agent. The Certificate must
                  be delivered to Escrow Agent at least five (5) calendar days
                  prior to the date on which any payment is to be made by Escrow
                  Agent.

                  (b) Escrow Agent shall make any payment to the recipient by
                  wire or other transfer to the account of such recipient as
                  directed by Quadriga Superfund.

Section 5.        Termination of Escrow Account.

                  (a) Except as hereinafter provided, the Escrow Account shall
                  terminate without further action of parties upon the later of:
                  (i) the date on which the Escrow Agent completes paying out
                  all of the Escrow Account to the recipients, or (ii) nine (9)
                  months from the date hereof, at which time the balance of the
                  Escrow Account shall be distributed to the recipients.


                                       3





                  (b) In the event of any dispute or misunderstanding, Escrow
                  Agent shall have the option to pursue any legal remedies that
                  may be available to it, including the right to deposit the
                  subject matter hereof in interpleader in the U.S. District
                  Court having jurisdiction of the subject matter, and upon
                  doing so to be absolved from all further obligations or
                  liability hereunder. Quadriga Superfund agrees to pay to
                  Escrow Agent all costs and expenses, including reasonable
                  attorney's fees, incurred by Escrow Agent in any interpleader
                  action.

Section 6.        Escrow Agent.

                  Quadriga Superfund agrees to pay the Escrow Agent its
                  agreed-upon compensation, as set forth in a separate
                  agreement, for its services as Escrow Agent hereunder promptly
                  upon request therefor, and to reimburse the Escrow Agent for
                  all expenses of or disbursements incurred by the Escrow Agent
                  in the performance of its duties hereunder, including
                  reasonable fees, expenses and disbursements of counsel to the
                  Escrow Agent.

                  The Escrow Agent shall have a lien upon the Escrow Account for
                  its costs, expenses and fees which may arise hereunder and may
                  retain that portion of the Escrow Account equal to such unpaid
                  amounts, until all such costs, expenses and fees have been
                  paid.

Section 7.        Rights, Duties and Immunities of Escrow Agent.

                  Acceptance by the Escrow Agent of its duties under this Escrow
                  Agreement is subject to the following terms and conditions,
                  which all parties to this Escrow Agreement hereby agree shall
                  govern and control the rights, duties and immunities of the
                  Escrow Agent.


                                       4





                  (a) The duties and obligations of the Escrow Agent shall be
                  determined solely by the express provisions of this Escrow
                  Agreement and the Escrow Agent shall not be liable except for
                  the performance of such duties and obligations as are
                  specifically set out in this Escrow Agreement. This Escrow
                  Agreement shall not be deemed to create a fiduciary
                  relationship between the parties hereto under state or federal
                  law.

                  (b) The Escrow Agent shall not be responsible in any manner
                  for the validity or sufficiency of any property delivered
                  hereunder, or for the value or collectability of any note,
                  check or other instrument so delivered, or for any
                  representations made or obligations assumed by any party other
                  than the Escrow Agent. Nothing herein contained shall be
                  deemed to obligate the Escrow Agent to deliver any cash,
                  instruments, documents or any other property referred to
                  herein, unless the same shall have first been received by the
                  Escrow Agent pursuant to this Escrow Agreement.

                  (c) Quadriga Superfund will reimburse and indemnify the Escrow
                  Agent for, and hold it harmless against any loss, liability or
                  expense, including but not limited to counsel fees, incurred
                  without bad faith, gross negligence or willful misconduct on
                  the part of the Escrow Agent arising out of or in conjunction
                  with its acceptance of, or the performance of its duties and
                  obligations under this Escrow Agreement as well as the costs
                  and expenses of defending against any claim or liability
                  arising out of or relating to this Escrow Agreement.

                  (d) The Escrow Agent shall be fully protected in acting on and
                  relying upon any written notice direction, request, waiver,
                  consent, receipt or other paper or documents which the Escrow
                  Agent in good faith believes to have been

                                       5





                  signed and presented by the proper party or parties.

                  (e) The Escrow Agent shall not be liable for any error of
                  judgment, or for any act done or step taken or omitted by it
                  in good faith or for any mistake in act or law, or for
                  anything which it may do or refrain from doing in connection
                  herewith, except its own willful misconduct.

                  (f) The Escrow Agent may seek the advice of legal counsel in
                  the event of any dispute or question as to the construction of
                  any of the provisions of this Escrow Agreement or its duties
                  hereunder, and it shall incur no liability and shall be fully
                  protected in respect of any action taken, omitted or suffered
                  by it in good faith in accordance with the opinion of such
                  counsel.

                  The parties hereto agree that should any dispute arise with
                  respect to the payment, ownership or right of possession of
                  the Escrow Account, the Escrow Agent is authorized and
                  directed to retain in its possession, without liability to
                  anyone, except for its bad faith, willful misconduct or gross
                  negligence, all or any part of the Escrow Account until such
                  dispute shall have been settled either by mutual agreement by
                  the parties concerned or by the final order, decree or
                  judgment of a court or other tribunal of competent
                  jurisdiction in the United States of America, and a notice
                  executed by the parties to the dispute or their authorized
                  representatives shall have been delivered to the Escrow Agent
                  setting forth the resolution of the dispute. The Escrow Agent
                  shall be under no duty whatsoever to institute, defend or
                  partake in such proceedings.

                  (g) The agreements set forth in this Section 7 shall survive
                  the termination of this Escrow Agreement and the payment of
                  all amounts hereunder.

Section 8.        Resignation of Escrow Agent.


                                       6






                  The Escrow Agent shall have the right to resign upon 30 days
                  written notice to Quadriga Superfund. In the event of such
                  resignation, Quadriga Superfund shall appoint a successor
                  escrow agent hereunder by delivering to the Escrow Agent a
                  written notice of such appointment. Upon receipt of such
                  notice, the Escrow Agent shall deliver to the designated
                  successor escrow agent all money and other property held
                  hereunder and shall thereupon be released and discharged from
                  any and all further responsibilities whatsoever under this
                  Escrow Agreement; provided, however, that the Escrow Agent
                  shall not be deprived of its compensation earned prior to such
                  time If no successor escrow agent shall have been designated
                  by the date specified in the Escrow Agent's notice, all
                  obligations of the Escrow Agent hereunder shall nevertheless
                  cease and terminate. Its sole responsibility thereafter shall
                  be to keep safely all property then held by it and to deliver
                  the same to a person designated by the other parties hereto or
                  in accordance with the direction of a final order or judgment
                  of a court of competent jurisdiction.

Section 9.        Notices.

                  All claims, notices and other communications hereunder to be
                  effective shall be in writing and shall be deemed to have been
                  duly given when delivered by hand, or five days after being
                  deposited in the mail or sent by registered or certified first
                  class mail postage prepaid, or, in the case of facsimile
                  transmission, when received and telephonically confirmed, in
                  each case addressed to the parties at the addresses set forth
                  herein and to the Escrow Agent at the address set forth
                  opposite its name on the signature pages hereto (or to such
                  other person or address as the parties shall have notified
                  each other and the Escrow Agent in writing, provided that
                  notices of a

                                       7






                  change of address shall be effective only upon receipt
                  thereof.

Section 10.       Binding Effect.

                  This Escrow Agreement shall be binding upon and inure to the
                  benefit of the parties hereto and their respective heirs,
                  executors, successors and assigns.

Section 11.       Amendments.

                  This Escrow Agreement may be amended or modified at any time
                  or from time to time in writing executed by the parties to the
                  Escrow Agreement.

Section 12.       Governing Law.

                  This Escrow Agreement shall be governed by and construed and
                  enforced in accordance with the laws of the State of New York
                  applicable to contracts to be performed entirely within the
                  State of New York, without reference to or application of
                  rules or principles of conflicts of law.

Section 13.       Interpretation.

                  The headings of the sections contained in this Escrow
                  Agreement are solely for convenience or reference and shall
                  not affect the meaning or interpretation of this Escrow
                  Agreement.

Section 14.       Counterparts.

                  This Escrow Agreement may be executed in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

Section 15.       Consent to Jurisdiction.

                  Each of the parties hereto hereby irrevocably agrees that any
                  action, suit or proceedings against any of them by any of the
                  other aforementioned parties with respect to this Agreement
                  shall be brought before the exclusive jurisdiction of the
                  federal or state courts located in the Borough of Manhattan


                                       8





                  in the State of New York, unless all the parties hereto agree
                  in writing to any other jurisdiction. Each of the parties
                  hereto hereby submits to such exclusive jurisdiction.

Section 16.       Severability.

                  If any provisions of this Agreement shall be declared by any
                  court of competent jurisdiction illegal, void or
                  unenforceable, the other provisions shall not be affected, but
                  shall remain in full force and effect.

Section 17.       Exhibits.

                  The terms and conditions of Exhibit A and Exhibit B attached
                  hereto are incorporated herein and form a part hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the date and the year first above written.


                                       9






Quadriga Superfund, L.P. Series A             Quadriga Superfund, L.P.
Le Marquis Complex, Unit 5                    By: Quadriga Capital
P.O. Box 1479                                     Management, Inc.
Grand Anse                                        General Partner
St. George's, Grenada
West Indies
                                              By:______________________
                                                 Christian Baha

                                              Title President




HSBC Bank USA                                 HSBC BANK USA,
Issuer Services                               AS ESCROW AGENT
10 East 40th Street,  14th Floor
New York, NY 10018-2706
                                              By:      Deirdra N. Ross

                                              Title:   Assistant Vice President



                                       10





                                  HSBC BANK USA
                            QUADRIGA SUPERFUND, L.P.
                 ESCROW AGREEMENT dated as of September 30, 2002

                                    EXHIBIT A

Section 1. For each payment from the Escrow Account, Quadriga Superfund shall
deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"),
which Certificate shall specify (i), the dollar amount of the funds in the
Escrow Account to be paid to Series B of Quadriga Superfund and (ii) the date on
which such payment shall be made by Escrow Agent. The Certificate must be
delivered to Escrow Agent at least five (5) calendar days prior to the date on
which any payment is to be made by Escrow Agent.

Section 2. In the event Series B of Quadriga Superfund has not received an
aggregate of $1,000,000 in subscriptions on or before April 30, 2003, Quadriga
Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating
that all funds in the associated Escrow Account shall be returned to the persons
from whom such amounts were received, together with any interest earned thereon.

Section 3. Escrow Agent shall make any payment to the person or persons
designated in Section 1. or Section 2. above by wire or other transfer or as
otherwise directed by Quadriga Superfund.


                                       11





                                  HSBC BANK USA
                            QUADRIGA SUPERFUND, L.P.
                 ESCROW AGREEMENT dated as of September 30, 2002

                                    EXHIBIT B

Section 1. There is hereby created within each account maintained by Escrow
Agent pursuant to the Escrow Agreement a sub-account (a "Sub-Account") which
shall be designated "Quadriga Superfund, L.P. Pennsylvania Escrow Sub-Account."
Funds to be deposited into a Sub-Account shall be identified as such by Quadriga
Superfund and shall be invested and reinvested by the Escrow Agent in accordance
with the terms of the Escrow Agreement.

Section 2. For each payment from a Sub-Account, Quadriga Superfund shall
deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"),
which Certificate shall specify (i), the dollar amount of the funds in the
Sub-Account to be paid to the respective series of Quadriga Superfund; and (ii)
the date on which such payment shall be made by Escrow Agent. The Certificate
must be delivered to Escrow Agent at least five (5) calendar days prior to the
date on which any payment is to be made by Escrow Agent.

Section 3. In the event Series B of Quadriga Superfund has not received an
aggregate of $10,000,000 in subscriptions on or before April 30, 2003, Quadriga
Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating
that all funds in the associated Sub-Account shall be returned to the persons
from whom such amounts were received, together with any interest earned thereon.

Section 4. Escrow Agent shall make any payment to the person or persons
designated in Section 2. or Section 3. above by wire or other transfer or as
otherwise directed by Quadriga Superfund.


                                       12

EX-23.02

                                                            EXHIBIT NO. 23.02


                        CONSENT OF INDEPENDENT AUDITORS



To the General Partner
  of Quadriga Superfund, L.P.:


We consent to the use of our report dated March 18, 2002, except for the ninth
and tenth paragraphs of note 1, which are as of July 31, 2002, relating to the
statement of financial condition of Quadriga Capital Management, Inc. as of
December 31, 2001, and the related statements of income, changes in
stockholder's equity and cash flows for the period from March 27, 2001 to
December 31, 2001; and our report dated August 6, 2002 relating to the statement
of assets and liabilities of Quadriga Superfund, L.P. Series A and B as of
August 5, 2002 and the related statements of operations, changes in net assets,
and cash flows for the period from May 3, 2002 to August 5, 2002 included herein
and to the reference to our Firm under the heading "Experts."



                        KPMG LLP

Chicago, Illinois
October 8, 2002

EX-24.01

                  [Rothstein, Kass & Company, P.C. Letterhead]

         CONSENT AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We hereby consent to the use in this Registration Statement of our report dated
January 7, 2002, relating to the financial statements of Quadriga Partners, LP,
and to the reference of our Firm under the caption "Experts" in the Prospectus.


                                             /s/ Rothstein, Kass & Company, P.C.

Roseland, New Jersey
October 8, 2002