Exhibit 10.04

                      AMENDED AND RESTATED CUSTOMER AGREEMENT


     THIS AMENDED AND RESTATED CUSTOMER AGREEMENT (this "Agreement"), made as of
the 1st day of December, 1997, by and between DEAN WITTER CORNERSTONE FUND II, a
New York limited partnership (the "Customer"),  and DEAN WITTER REYNOLDS INC., a
Delaware corporation ("DWR");


                               W I T N E S S E T H:


     WHEREAS,  the Customer was organized  pursuant to a Certificate  of Limited
Partnership  filed in the office of the County  Clerk of New York on December 7,
1983, as amended,  and a Limited  Partnership  Agreement dated as of December 7,
1983, as amended, between Demeter Management Corporation, a Delaware corporation
("Demeter"),   acting  as  general  partner  (in  such  capacity,  the  "General
Partner"),  and the limited  partners of the Customer to trade,  buy,  sell,  or
otherwise acquire, hold, or dispose of commodities (including,  but not limited,
to foreign currencies, mortgage-backed securities, money market instruments, and
any other  securities or items which are, or may become,  the subject of futures
contract  trading),  commodity futures  contracts,  commodity forward contracts,
commodity options,  and any rights pertaining thereto  (hereinafter  referred to
collectively as "commodity interests");


     WHEREAS,  the Customer  (which is a commodity pool) and the General Partner
(which is a registered  commodity pool  operator)  have entered into  management
agreements (the "Management  Agreements") with certain trading managers (each, a
"Trading Manager" and collectively,  the "Trading Managers"), which provide that
the  Trading  Managers  have  authority  and  responsibility,  except in certain
limited  situations,  to direct the investment and reinvestment of the assets of
the Customer in commodity  interests under the terms set forth in the Management
Agreements;


     WHEREAS,  the  Customer  and DWR  entered  into that  certain  Amended  and
Restated  Customer  Agreement,  dated as of  September  1, 1996  (the  "Customer
Agreement"),  whereby DWR agreed to perform  commodity  interests  brokerage and
certain other services for the Customer; and


     WHEREAS,  the  Customer  and DWR wish to amend  and  restate  the  Customer
Agreement to set forth the terms and conditions  upon which DWR will continue to
perform certain  non-clearing  commodity  interests  brokerage and certain other
services for the Customer;


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

     1.  Definitions.  All  capitalized  terms not defined herein shall have the
meaning given to them in the Customer's most recent prospectus as filed with the
Securities and Exchange  Commission (the "Prospectus")  relating to the offering
of units of limited  partnership  interest of the Customer  (the "Units") and in
any amendment or supplement to the Prospectus.

     2. Duties of DWR. DWR agrees to act as a non-clearing  commodity broker for
the Customer and introduce the Customer's account to Carr Futures,  Inc. ("CFI")
for execution and clearing of commodity interests  transactions on behalf of the
Customer in accordance with instructions  provided by the Trading Managers,  and
the Customer  agrees to retain DWR as a  non-clearing  commodity  broker for the
term of this Agreement.

     DWR agrees to furnish to the  Customer  as soon as  practicable  all of the
information  from time to time in its possession  which Demeter,  as the general
partner of the Customer, is required to furnish to the Limited Partners pursuant
to the  Limited  Partnership  Agreement  as from time to time in  effect  and as
required by applicable  law,  rules,  or  regulations  and to perform such other
services for the Customer as are set forth herein and in the Prospectus.

     3.  Obligations  and Expenses.  Except as otherwise set forth herein and in
the Prospectus,  the Customer,  and not DWR, shall be responsible for all taxes,
management  and incentive fees to the Trading  Managers,  brokerage fees to DWR,
fees and expenses specified in the Exchange  Agreement among the Customer,  Dean
Witter  Cornerstone  Fund III, Dean Witter  Cornerstone  Fund IV and the General
Partner,  dated  as of May 31,  1984,  and as  amended,  and  all  extraordinary
expenses incurred by it. In addition,  the Customer,  and not DWR, shall pay the
charges of CFI for  executing and clearing its  commodity  interests  trades (as
described in paragraph 5(b) below).

     4.  Agreement  Nonexclusive.  DWR shall be free to render  services  of the
nature to be rendered to the Customer  hereunder to other persons or entities in
addition to the Customer,  and the parties  acknowledge that DWR may render such
services to additional  entities  similar in nature to the  Customer,  including
other  partnerships  organized  with  Demeter as their  general  partner.  It is
expressly understood and agreed that this Agreement is nonexclusive and that the
Customer  has no  obligation  to execute any or all of its trades for  commodity
interests  through  DWR. The parties  acknowledge  that the Customer may utilize
such  other  broker or brokers as  Demeter  may  direct  from time to time.  The
Customer's utilization of an additional commodity broker shall neither terminate
this Agreement nor modify in any regard the respective rights and obligations of
the Customer and DWR hereunder.

     5. (a) Compensation of DWR. The Customer will pay brokerage  commissions to
DWR at a  roundturn  rate (but  charged  on a  half-turn  basis) of 80% of DWR's
published  non-member  rates for  speculative  accounts  (which  covers both the
taking and liquidation of a position),  and  substantially  equivalent rates for
currency  forward  contract  transactions in the forward  contract and interbank
markets.

     The  Customer  will pay DWR  brokerage  commissions  for  currency  forward
contract  transactions  at rates  established  with  reference to the  brokerage
commission rate charged on exchange-traded  currency futures contracts.  DWR may
from time to time  adjust the United  States  dollar  size of  currency  forward
contracts so that the brokerage  commission  rate charged on such contracts will
approximate the rate charged on  exchange-traded  currency futures  contracts of
similar  United  States  dollar  value.  DWR shall also  charge the  Partnership
brokerage commissions for rollovers of forward contract positions.

          (b)  Compensation of CFI. The Customer will pay certain charges of CFI
for  executing  and clearing  trades for the  Customer  pursuant to that certain
Customer  Agreement  dated as of December 1, 1997,  among the Customer,  CFI and
DWR.  In  addition,  DWR shall  pay CFI  certain  charges  with  respect  to the
execution  and  clearance of trades for the Customer as agreed from time to time
between DWR and CFI.

          (c) Notwithstanding  the foregoing,  brokerage  commissions,  together
with  transaction  fees and costs  including  those paid by the Customer to CFI,
with respect to each Trading  Manager's  allocated  Net Assets will be capped at
13/20 of 1% per month (in the case of  Trading  Managers  that  employ  multiple
trading  systems in  trading on behalf of the  Customer,  the  foregoing  cap is
applied on a per trading system basis) of the Customer's Net Assets allocated to
such  Trading  Manager  or  trading  system as of the last day of each  month (a
maximum  7.8%  annual  rate).  In  addition,  the  aggregate  of  (i)  brokerage
commissions and transaction fees and costs payable by the Customer, and (ii) net
excess interest and  compensating  balance  benefits to DWR (after crediting the
Customer with interest) shall not exceed 14% annually of the Customer's  average
month-end Net Assets during each calendar year.

          (d) From time to time, DWR may increase or decrease  brokerage fees to
be charged to the Customer; provided, however, that: (i) notice of such increase
is mailed to each Limited  Partner at least five business days prior to the last
date on which a "Request for Redemption" must be received by the General Partner
with  respect to the  applicable  Redemption  Date;  and (ii) such notice  shall
describe the redemption and voting rights of Limited Partners.

     6.  Investment  Discretion.  The parties  recognize  that DWR shall have no
authority  to direct  the  commodity  interests  investments  to be made for the
Customer's  account.  However,  the parties  agree that DWR, and not the Trading
Managers,  shall  have the  authority  and  responsibility  with  regard  to the
investment,  maintenance,  and management of the Customer's assets that are held
in segregated or secured accounts, as provided in Section 7 hereof.

     7. Investment of Customer  Funds.  The Customer shall deposit its assets in
accounts with DWR. The Customer's  assets  deposited with DWR will be segregated
or secured in accordance with the Commodity  Exchange Act and CFTC  regulations.
The Customer's  assets  deposited with DWR will be held in non-interest  bearing
accounts or invested  in  securities  approved  for  investment  by the CFTC for
investment of customer  funds.  In any event,  DWR will credit the Customer with
interest income at month-end in an amount equal to 80% of the Customer's average
daily Net Assets at a rate equal to the average  yield on 13-week U.S.  Treasury
Bills issued  during such month.  All of such funds will be available for margin
for the Customer's  trading.  The Customer  understands that it will not receive
any other  interest  income on its  assets  and that DWR will  receive  interest
income from CFI,  as agreed from time to time by DWR and CFI, on the  Customer's
assets  deposited as margin with CFI. The  Customer's  assets held by DWR may be
used solely as margin for the Customer's trading.

      Ownership  of the  right to  receive  interest  on the  Customer's  assets
pursuant to the preceding paragraph shall be reflected and maintained and may be
transferred only on the books and records of DWR. Any purported transfer of such
ownership  shall not be effective or recognized  until such transfer  shall have
been  recorded  on the books and records of DWR.

     8. Standard of Liability and Indemnity. DWR and its stockholder, directors,
officers, employees, and its or their respective successors or assigns shall not
be liable to the Customer,  the General Partner or the Limited Partners,  or any
of its or their respective  successors or assigns,  except by reason of acts, or
omissions due to, bad faith, misconduct,  or negligence, or for not having acted
in good faith in the  reasonable  belief that such acts or omissions were in, or
not opposed to, the best interests of the Customer, or by reason of any material
breach of this Agreement.

      The Customer  shall  indemnify and hold harmless DWR and its  stockholder,
directors,  officers,  employees,  and its or  their  respective  successors  or
assigns from and against any loss, liability, damage, cost or expense (including
attorneys'  and  accountants'  fees and expenses  incurred in the defense of any
demands,  claims, or lawsuits) actually and reasonably incurred arising from any
act, omission or conduct undertaken by DWR on behalf of the Customer pursuant to
this Agreement,  including,  without limitation, any demands, claims or lawsuits
initiated by a Limited Partner (or assignee  thereof),  provided that a court of
competent  jurisdiction upon entry of final judgment shall find (or, if no final
judgment is  entered,  an opinion is  rendered  to the  Customer by  independent
counsel who shall be other than counsel to the Customer,  the General Partner or
DWR) to the effect that the conduct  that was the basis for such  liability  was
not the result of bad faith, misconduct,  or negligence,  and was done in a good
faith  belief  that it was in, or not  opposed  to,  the best  interests  of the
Customer.  Furthermore, in any action or proceeding brought by a Limited Partner
in the right of the  Customer  to which DWR is a party  defendant,  DWR shall be
indemnified  only to the extent and subject to the  conditions  specified in the
New York Uniform Limited  Partnership  Act, as amended and in effect on the date
of the formation of the Customer.

      DWR shall  indemnify and hold harmless the Customer,  the General  Partner
and the Limited Partners, and its or their respective successors or assigns from
and against any loss,  liability,  damage, cost or expense (including attorneys'
and  accountants'  fees and  expenses  incurred in the  defense of any  demands,
claims,  or lawsuits)  actually and  reasonably  incurred  arising from any act,
omission or conduct undertaken by DWR on behalf of the Customer pursuant to this
Agreement,  provided that a court of competent  jurisdiction upon entry of final
judgment shall find (or, if no final judgment is entered, by an opinion rendered
to the  Customer by  independent  counsel who shall be other than counsel to the
Customer,  the General  Partner or DWR) to the effect that the conduct  that was
the  basis  for such  liability  was the  result of bad  faith,  misconduct,  or
negligence,  or was  not  done in a good  faith  belief  that it was in,  or not
opposed to, the best interests of the Customer, or was by reason of any material
breach of this Agreement by DWR.

      The indemnities  provided in this Section 8 by the Customer to DWR and its
stockholder,  directors,  officers,  employees,  and  its  or  their  respective
successors  and  assigns  shall be  inapplicable  in the event of any  liability
arising out of, or based upon, any material breach of any warranty, covenant, or
agreement of DWR contained in this Agreement to the extent caused by such event.
Likewise, the indemnities provided in this Section 8 by DWR to the Customer, the
General  Partner and the Limited  Partners,  and any of its or their  respective
successors  and  assigns  shall be  inapplicable  in the event of any  liability
arising out of, or based upon, any material breach of any warranty, covenant, or
agreement of the Customer  contained in this  Agreement to the extent  caused by
such event.

     9. Term. This Agreement shall continue in effect until terminated by either
party giving not less than 60 days' prior written  notice of  termination to the
other party. Any such termination by either party shall be without penalty.

     10. Complete  Agreement.  This Agreement  constitutes the entire  agreement
between the parties with respect to the matters referred to herein, and no other
agreement,  verbal or otherwise,  shall be binding as between the parties unless
in writing and signed by the party against whom enforcement is sought.

     11. Assignment.  This Agreement may not be assigned by either party without
the express written consent of the other party.

     12.  Amendment.  This  Agreement  may not be amended  except by the written
consent of the parties.

     13.  Notices.  All notices  required or desired to be delivered  under this
Agreement  shall be in writing and shall be effective when delivered  personally
on the day  delivered,  or when given by registered or certified  mail,  postage
prepaid, return receipt requested,  on the day of receipt,  addressed as follows
(or to such  other  address  as the party  entitled  to notice  shall  hereafter
designate in accordance with the terms hereof):

     if to the Customer:

          DEAN WITTER CORNERSTONE FUND II
          c/o Demeter Management Corporation
          Two World Trade Center, 62nd Floor
          New York, New York  10048
          Attn:  Mark J. Hawley
                 President

     if to DWR:

          DEAN WITTER REYNOLDS INC.
          Two World Trade Center, 62nd Floor
          New York, New York  10048
          Attn:  Mark J. Hawley
                 Executive Vice President

     14.   Survival.   The  provisions  of  this  Agreement  shall  survive  the
termination  of this  Agreement  with respect to any matter  arising  while this
Agreement was in effect.

     15.  Headings.  Headings of Sections  herein are for the convenience of the
parties  only and are not  intended  to be a part of or to affect the meaning or
interpretation of this Agreement.

     16.  Incorporation  by Reference.  The Futures Customer  Agreement  annexed
hereto is hereby  incorporated by reference herein and made a part hereof to the
same extent as if such document were set forth in full herein.  If any provision
of this  Agreement  is or at any time  becomes  inconsistent  with  the  annexed
document, the terms of this Agreement shall control.

     IN WITNESS  WHEREOF,  this Agreement has been executed for and on behalf of
the undersigned as of the day and year first above written.


                                       DEAN WITTER CORNERSTONE FUND II

                                       By:  Demeter Management Corporation,
                                            General Partner



                                       By:  /s/ Mark J. Hawley
                                            -------------------------------
                                            Mark J. Hawley
                                            President


                                       DEAN WITTER REYNOLDS INC.



                                       By:  /s/ Mark J. Hawley
                                            -------------------------------
                                            Mark J. Hawley
                                            Executive Vice President

<PAGE>

FUTURES CUSTOMER AGREEMENT

In  consideration  of the acceptance by Dean Witter Reynolds Inc. ("DWR") of one
or more accounts of the  undersigned  ("Customer")  (if more than one account is
carried  by DWR,  all  are  covered  by  this  Agreement  and  are  referred  to
collectively as the "Account") and DWR's  agreement to act as Customer's  broker
for the execution,  clearance  and/or carrying of transactions  for the purchase
and  sale of  commodity  interests,  including  commodities,  commodity  futures
contracts and commodity options, Customer agrees as follows:

1.   APPLICABLE RULES AND REGULATIONS - The Account and each transaction therein
     shall be subject to the terms of this  Agreement and to (a) all  applicable
     laws and the regulations,  rules and orders (collectively "regulations") of
     all regulatory and  self-regulatory  organizations  having jurisdiction and
     (b) the constitution,  by-laws, rules,  regulations,  orders,  resolutions,
     interpretations and customs and usages (collectively "rules") of the market
     and any associated clearing organization (each an "exchange") on or subject
     to the rules of which such  transaction  is executed  and/or  cleared.  The
     reference in the preceding  sentence to exchange  rules is solely for DWR's
     protection  and DWR's failure to comply  therewith  shall not  constitute a
     breach  of  this  Agreement  or  relieve  Customer  of  any  obligation  or
     responsibility under this Agreement. DWR shall not be liable to Customer as
     a result of any action by DWR, its officers, directors, employees or agents
     to comply with any rule or regulation.

2.   PAYMENTS TO DWR - Customer  agrees to pay to DWR immediately on request (a)
     commissions,  fees and  service  charges as are in effect from time to time
     together with all applicable  regulatory and  self-regulatory  organization
     and exchange fees,  charges and taxes;  (b) the amount of any debit balance
     or any other liability that may result from  transactions  executed for the
     account;  and (c)  interest  on such  debit  balance  or  liability  at the
     prevailing  rate charged by DWR at the time such debit balance or liability
     arises and service charges on any such debit balance or liability  together
     with any reasonable  costs and  attorney's  fees incurred in collecting any
     such debit balance or liability.  Customer acknowledges that DWR may charge
     commissions at other rates to other customers.

3.   CUSTOMER'S  DUTY TO MAINTAIN  ADEQUATE MARGIN - Customer shall at all times
     and without  prior notice or demand from DWR maintain  adequate  margins in
     the account so as continually to meet the original and  maintenance  margin
     requirements   established  by  DWR  for  Customer.  DWR  may  change  such
     requirements   from  time  to  time  at  DWR's   discretion.   Such  margin
     requirements  may exceed the margin  requirements  set by any  exchange  or
     other regulatory  authority and may vary from DWR's  requirements for other
     customers. Customer agrees, when so requested, immediately to wire transfer
     margin funds and to furnish DWR with names of bank  officers for  immediate
     verification of such transfers.  Customer  acknowledges and agrees that DWR
     may receive and retain as its own any interest,  increment, profit, gain or
     benefit directly or indirectly, accruing from any of the funds DWR receives
     from Customer.

4.   DELIVERY; OPTION EXERCISE

     (a)  Customer  acknowledges  that  the  making  or  accepting  of  delivery
          pursuant to a futures  contract  may  involve a much higher  degree of
          risk than  liquidating  a position by offset.  DWR has no control over
          and makes no warranty with respect to grade,  quality or tolerances of
          any commodity delivered in fulfillment of a contract.

     (b)  Customer  agrees to give DWR timely notice and  immediately on request
          to inform DWR if  Customer  intends to make or take  delivery  under a
          futures contract or to exercise an option  contract.  If so requested,
          Customer shall provide DWR with satisfactory  assurances that Customer
          can fulfill  Customer's  obligation to make or take delivery under any
          contract.  Customer shall furnish DWR with property  deliverable by it
          under any contract in accordance with DWR's instructions.

     (c)  DWR shall not have any obligation to exercise any long option contract
          unless  Customer has furnished DWR with timely  exercise  instructions
          and sufficient  initial margin with respect to each underlying futures
          contract.

5.   FOREIGN CURRENCY - If DWR enters into any transaction for Customer effected
     in a currency  other than U.S.  dollars:  (a) any profit or loss  caused by
     changes in the rate of exchange for such currency  shall be for  Customer's
     account and risk and (b) unless  another  currency is  designated  in DWR's
     confirmation of such  transaction,  all margin for such transaction and the
     profit  or loss on the  liquidation  of such  transaction  shall be in U.S.
     dollars at a rate of exchange  determined  by DWR in its  discretion on the
     basis  of then  prevailing  market  rates  of  exchange  for  such  foreign
     currency.

6.   DWR MAY LIMIT POSITIONS HELD - Customer agrees that DWR, at its discretion,
     may limit the number of open  positions  (net or gross) which  Customer may
     execute, clear and/or carry with or acquire through it. Customer agrees (a)
     not to make any trade which would have the effect of exceeding such limits,
     (b) that DWR may require Customer to reduce open positions carried with DWR
     and (c) that DWR may refuse to accept  orders to establish  new  positions.
     DWR may impose and enforce such limits, reduction or refusal whether or not
     they are required by applicable law,  regulations or rules.  Customer shall
     comply  with  all  position   limits   established  by  any  regulatory  or
     self-regulatory  organization or any exchange. In addition, Customer agrees
     to notify DWR  promptly if customer  is required to file  position  reports
     with any regulatory or self-regulatory organization or with any exchange.

7.   NO WARRANTY AS TO INFORMATION  OR  RECOMMENDATION  - Customer  acknowledges
     that:

     (a)  Any market  recommendations  and  information  DWR may  communicate to
          Customer,  although  based  upon  information  obtained  from  sources
          believed by DWR to be reliable,  may be incomplete  and not subject to
          verification;

     (b)  DWR makes no  representation,  warranty or  guarantee as to, and shall
          not  be  responsible   for,  the  accuracy  or   completeness  of  any
          information or trading recommendation furnished to Customer;

     (c)  recommendations  to Customer as to any  particular  transaction at any
          given  time may differ  among  DWR's  personnel  due to  diversity  in
          analysis of  fundamental  and technical  factors and may vary from any
          standard   recommendation  made  by  DWR  in  its  market  letters  or
          otherwise; and

     (d)  DWR  has  no  obligation  or   responsibility  to  update  any  market
          recommendations or information it communicates to Customer.

     Customer  understands  that DWR and its  officers,  directors,  affiliates,
stockholders,  representatives  or associated  persons may have positions in and
may intend to buy or sell  commodity  interests  which are the subject of market
recommendations  furnished to Customer,  and that the market positions of DWR or
any such officer, director, affiliate, stockholder, representative or associated
person  may or may not be  consistent  with  the  recommendations  furnished  to
Customer by DWR.

8.   LIMITS ON DWR DUTIES; LIABILITY - Customer agrees:

     (a)  that DWR has no duty to  apprise  Customer  of news or of the value of
          any commodity  interests or collateral pledged or in any way to advise
          Customer with respect to the market;

     (b)  that the commissions which DWR receives are  consideration  solely for
          the execution, reporting and carrying of Customer's trades;

     (c)  that if Customer  has  authorized  any third party or parties to place
          orders or effect  transactions  on behalf of Customer in any  Account,
          each  such  party  has  been  selected  by  Customer  based on its own
          evaluation  and assessment of such party and that such party is solely
          the  agent of  Customer,  and if any such  party  allocates  commodity
          interests among its customers, Customer has reviewed each such party's
          commodity  interest  allocation system, has satisfied itself that such
          allocation  system is fair and will  seek  recovery  solely  from such
          party to recover  any damages  sustained  by Customer as the result of
          any allocation made by such party; and

     (d)  to waive any and all claims, rights or causes of action which Customer
          has or may have against DWR or its officers,  employees and agents (i)
          arising in whole or in part, directly or indirectly, out of any act or
          omission of any person, whether or not legally deemed an agent of DWR,
          who refers or introduces Customer to DWR or places orders for Customer
          and (ii) for any punitive  damages and to limit any claims arising out
          of this  Agreement or the Account to Customer's  direct  out-of-pocket
          damages.

9.   EXTRAORDINARY  EVENTS - Customer  shall have no claim  against  DWR for any
     loss, damage, liability, cost, charge, expense, penalty, fine or tax caused
     directly or indirectly by (a) governmental,  court, exchange, regulatory or
     self-regulatory organization restrictions, regulations, rules, decisions or
     orders, (b) suspension or termination of trading, (c) war or civil or labor
     disturbance,  (d) delay or inaccuracy in the  transmission  or reporting of
     orders due to a breakdown or failure of computer services,  transmission or
     communication  facilities,  (e) the  failure  or delay by any  exchange  to
     enforce its rules or to pay to DWR any margin due in respect of  Customer's
     Account,  (f) the  failure or delay by any bank,  trust  company,  clearing
     organization or other person which,  pursuant to applicable exchange rules,
     is holding  Customer funds,  securities or other property to pay or deliver
     the same to DWR or (g) any other cause or causes beyond DWR's control.

10.  INDEMNIFICATION  OF DWR -  Customer  agrees to  indemnify,  defend and hold
     harmless DWR and its  officers,  employees  and agents from and against any
     loss,  cost,  claim,  damage  (including any  consequential  cost,  loss or
     damage),  liability or expense (including  reasonable  attorneys' fees) and
     any  fine,  sanction  or  penalty  made or  imposed  by any  regulatory  or
     self-regulatory  authority  or any  exchange  as the  result,  directly  or
     indirectly, of:

     (a)  Customer's  failure or refusal to comply  with any  provision  of this
          Agreement  or  perform  any  obligation  on its  part to be  performed
          pursuant to this Agreement; and

     (b)  Customer's failure to timely deliver any security,  commodity or other
          property previously sold by DWR on Customer's behalf.

11.  NOTICES;  TRANSMITTALS - DWR shall transmit all  communications to Customer
     at  Customer's  address,  telefax  or  telephone  number  set  forth in the
     accompanying  Futures  Account  Application  or to such  other  address  as
     Customer  may  hereafter  direct in writing.  Customer  shall  transmit all
     communications to DWR (except routine inquiries  concerning the Account) to
     130 Liberty  Street,  New York,  NY 10006,  Attention:  Futures  Compliance
     Officer.  All payments and deliveries to DWR shall be made as instructed by
     DWR from  time to time and  shall be deemed  received  only  when  actually
     received by DWR.

12.  CONFIRMATION CONCLUSIVE - Confirmation of trades and any other notices sent
     to Customer shall be conclusive and binding on Customer  unless Customer or
     Customer's  agent  notifies  DWR to the contrary (a) in the case of an oral
     report,  orally at the time received by Customer or its agent or (b) in the
     case of a written report or notice,  in writing prior to opening of trading
     on the business day next following receipt of the report.  In addition,  if
     Customer has not received a written  confirmation that a commodity interest
     transaction has been executed within three business days after Customer has
     placed an order with DWR to effect such transaction,  and has been informed
     or  believes  that such order has been or should have been  executed,  then
     Customer immediately shall notify DWR thereof. Absent such notice, Customer
     conclusively shall be deemed estopped to object and to have waived any such
     objection  to  the  failure  to  execute  or  cause  to  be  executed  such
     transaction. Anything in this Section 12 withstanding, neither Customer nor
     DWR shall be bound by any transaction or price reported in error.

13.  SECURITY  INTEREST - All money and  property  ("collateral")  now or at any
     future  time  held in  Customer's  Account,  or  otherwise  held by DWR for
     Customer,  is subject to a security  interest  in DWR's favor to secure any
     indebtedness  at any time owing to it by Customer.  DWR, in its discretion,
     may liquidate any collateral to satisfy any margin or Account  deficiencies
     or to transfer the collateral to the general ledger account of DWR.

14.  TRANSFER  OF FUNDS - At any time and from  time to time and  without  prior
     notice to Customer, DWR may transfer from one account to another account in
     which Customer has any interest, such excess funds, equities, securities or
     other  property  as in DWR's  judgment  may be required  for margin,  or to
     reduce any debit balance or to reduce or satisfy any deficits in such other
     accounts except that no such transfer may be made from a segregated account
     subject to the  Commodity  Exchange Act to another  account  maintained  by
     Customer  unless either Customer has authorized such transfer in writing or
     DWR is effecting such transfer to enforce DWR's security  interest pursuant
     to Section  13. DWR  promptly  shall  confirm all  transfers  of funds made
     pursuant hereto to Customer in writing.

15.  DWR'S  RIGHT TO  LIQUIDATE  CUSTOMER  POSITIONS  - In addition to all other
     rights of DWR set forth in this Agreement:

     (a)  when  directed  or  required  by  a  regulatory   or   self-regulatory
          organization or exchange having jurisdiction over DWR or the Account;

     (b)  whenever,  in its  discretion,  DWR  considers  it  necessary  for its
          protection because of margin requirements or otherwise;

     (c)  if  Customer  or  any  affiliate  of  Customer  repudiates,  violates,
          breaches or fails to perform on a timely  basis any term,  covenant or
          condition on its part to be performed  under this Agreement or another
          agreement with DWR;

     (d)  if a case in  bankruptcy  is commenced  or if a  proceeding  under any
          insolvency  or other law for the  protection  of  creditors or for the
          appointment of a receiver, liquidator, trustee, conservator, custodian
          or similar officer is filed by or against Customer or any affiliate of
          Customer,  or if  Customer  or any  affiliate  of  Customer  makes  or
          proposes to make any arrangement or composition for the benefit of its
          creditors, or if Customer (or any such affiliate) or any or all of its
          property  is  subject  to any  agreement,  order,  judgment  or decree
          providing for Customer's dissolution, winding-up, liquidation, merger,
          consolidation,  reorganization  or for the  appointment of a receiver,
          liquidator,  trustee,  conservator,  custodian  or similar  officer of
          Customer, such affiliate or such property;

     (e)  DWR is informed of Customer's death or mental incapacity; or

     (f)  if an attachment or similar order is levied against the Account or any
          other account maintained by Customer or any affiliate of Customer with
          DWR;

     DWR shall have the right to (i) satisfy any  obligations due DWR out of any
     Customer's property in DWR's custody or control,  (ii) liquidate any or all
     of  Customer's  commodity  interest  positions,  (iii) cancel any or all of
     Customer's  outstanding  orders,  (iv)  treat  any  or  all  of  Customer's
     obligations due DWR as immediately due and payable,  (v) sell any or all of
     Customer's  property  in DWR's  custody or  control  in such  manner as DWR
     determines to be commercially reasonable,  and/or (vi) terminate any or all
     of DWR's  obligations for future  performance to Customer,  all without any
     notice to or  demand on  Customer.  Any sale  hereunder  may be made in any
     commercially  reasonable manner.  Customer agrees that a prior demand, call
     or notice  shall not be  considered  a waiver of DWR's right to act without
     demand or notice as herein  provided,  that Customer  shall at all times be
     liable for the  payment of any debit  balance  owing in each  account  upon
     demand whether  occurring upon a liquidation as provided under this Section
     15 or otherwise under this Agreement,  and that in all cases Customer shall
     be liable  for any  deficiency  remaining  in each  Account in the event of
     liquidation  thereof in whole or in part together with interest thereon and
     all costs relating to  liquidation  and  collection  (including  reasonable
     attorneys' fees).

16.  CUSTOMER  REPRESENTATIONS,  WARRANTIES AND AGREEMENTS - Customer represents
     and warrants to and agrees with DWR that:

     (a)  Customer has full power and authority to enter into this Agreement and
          to engage in the  transactions  and perform its obligations  hereunder
          and  contemplated  hereby  and  (i)  if a  corporation  or  a  limited
          liability   company,   is  duly  organized   under  the  laws  of  the
          jurisdiction   set   forth  in  the   accompanying   Futures   Account
          Application, or (ii) if a partnership, is duly organized pursuant to a
          written  partnership  agreement and the general partner executing this
          Agreement is duly authorized to do so under the partnership agreement;

     (b)  Neither Customer nor any partner,  director,  officer, member, manager
          or employee of Customer  nor any  affiliate  of Customer is a partner,
          director, officer, member, manager or employee of a futures commission
          merchant introducing broker, exchange or self-regulatory  organization
          or an  employee  or  commissioner  of the  Commodity  Futures  Trading
          Commission (the "CFTC"),  except as previously disclosed in writing to
          DWR;

     (c)  The accompanying  Futures Account  Application and Personal  Financial
          Statements,   if  applicable,   (including  any  financial  statements
          furnished in  connection  therewith)  are true,  correct and complete.
          Except as disclosed on the accompanying Futures Account Application or
          otherwise provided in writing, (i) Customer is not a commodity pool or
          is exempt from  registration  under the rules of the  Commission,  and
          (ii)  Customer  is acting  solely as  principal  and no one other than
          Customer has any interest in any Account of Customer.  Customer hereby
          authorizes  DWR to contact  such  banks,  financial  institutions  and
          credit agencies as DWR shall deem  appropriate for verification of the
          information contained herein.

     (d)  Customer  has  determined  that  trading  in  commodity  interests  is
          appropriate for Customer,  is prudent in all respects and does not and
          will not violate  Customer's  charter or by-laws (or other  comparable
          governing document) or any law, rule,  regulation,  judgment,  decree,
          order or  agreement  to which  Customer or its  property is subject or
          bound;

     (e)  As required by CFTC  regulations,  Customer  shall create,  retain and
          produce upon request of the applicable  contract  market,  the CFTC or
          the United States  Department of Justice documents (such as contracts,
          confirmations,  telex printouts, invoices and documents of title) with
          respect to cash transactions  underlying exchanges of futures for cash
          commodities  or exchange of futures in connection  with cash commodity
          transactions;

     (f)  Customer consents to the electronic recording, at DWR's discretion, of
          any or all telephone  conversations  with DWR (without  automatic tone
          warning  device),  the use of same as evidence by either  party in any
          action  or  proceeding  arising  out of  the  Agreement  and in  DWR's
          erasure,  at its  discretion,  of any recording as part of its regular
          procedure for handling of recordings;

     (g)  Absent a separate  written  agreement  between  Customer  and DWR with
          respect to give-ups,  DWR, in its  discretion,  may, but shall have no
          obligation   to,   accept  from  other  brokers   commodity   interest
          transactions  executed by such brokers on an exchange for Customer and
          proposed to be "given-up" to DWR for clearance  and/or carrying in the
          Account;

     (h)  DWR, for and on behalf of Customer,  is  authorized  and  empowered to
          place orders for commodity interest  transactions  through one or more
          electronic or automated  trading systems  maintained or operated by or
          under the  auspices  of an  exchange,  that DWR shall not be liable or
          obligated to Customer for any loss, damage, liability, cost or expense
          (including but not limited to loss of profits, loss of use, incidental
          or  consequential  damages)  incurred or  sustained  by  Customer  and
          arising in whole or in part,  directly or indirectly,  from any fault,
          delay,  omission,  inaccuracy  or  termination  of a  system  or DWR's
          inability to enter, cancel or modify an order on behalf of Customer on
          or through a system.  The provisions of this Section 16(h) shall apply
          regardless   of  whether  any  customer   claim  arises  in  contract,
          negligence, tort, strict liability, breach of fiduciary obligations or
          otherwise; and

     (i)  If Customer is subject to the Financial  Institution Reform,  Recovery
          and  Enforcement  Act of 1989,  the  certified  resolutions  set forth
          following  this  Agreement  have been  caused to be  reflected  in the
          minutes  of  Customer's   Board  of  Directors  (or  other  comparable
          governing body) and this Agreement is and shall be,  continuously from
          the date hereof, an official record of Customer.

     Customer  agrees to promptly notify DWR in writing if any of the warranties
     and  representations  contained in this Section 16 becomes inaccurate or in
     any way ceases to be true, complete and correct.

17.  SUCCESSORS AND ASSIGNS - This Agreement  shall inure to the benefit of DWR,
     its  successors  and  assigns,  and  shall be  binding  upon  Customer  and
     Customer's  executors,  trustees,  administrators,  successors and assigns,
     provided,  however,  that this  Agreement  is not  assignable  by  Customer
     without the prior written consent of DWR.

18.  MODIFICATION OF AGREEMENT BY DWR; NON-WAIVER PROVISION - This Agreement may
     only be  altered,  modified  or  amended by mutual  written  consent of the
     parties, except that if DWR notifies Customer of a change in this Agreement
     and Customer  thereafter  effects a commodity  interest  transaction  in an
     account,  Customer  agrees  that such action by  Customer  will  constitute
     consent by  Customer  to such  change.  No employee of DWR other than DWR's
     General Counsel or his or her designee, has any authority to alter, modify,
     amend or waive  in any  respect  any of the  terms of this  Agreement.  The
     rights  and  remedies  conferred  upon  DWR  shall be  cumulative,  and its
     forbearance  to  take  any  remedial  action  available  to it  under  this
     Agreement  shall  not  waive  its  right at any  time or from  time to time
     thereafter to take such action.

19.  SEVERABILITY - If any term or provision  hereof or the application  thereof
     to any  persons or  circumstances  shall to any extent be  contrary  to any
     exchange,  government  or  self-regulatory  regulation  or  contrary to any
     federal,  state or local law or otherwise be invalid or unenforceable,  the
     remainder of this Agreement or the application of such term or provision to
     persons  or  circumstances  other  than  those as to which it is  contrary,
     invalid or unenforceable, shall not be affected thereby.

20.  CAPTIONS - All captions  used herein are for  convenience  only,  are not a
     part  of  this  Agreement,  and  are  not  to  be  used  in  construing  or
     interpreting any aspect of this Agreement.

21.  TERMINATION - This  Agreement  shall continue in force until written notice
     of termination is given by Customer or DWR.  Termination  shall not relieve
     either party of any liability or obligation  incurred prior to such notice.
     Upon giving or receiving notice of termination, Customer will promptly take
     all action  necessary  to transfer  all open  positions  in each account to
     another futures commission merchant.

22.  ENTIRE AGREEMENT - This Agreement  constitutes the entire agreement between
     Customer and DWR with respect to the subject  matter hereof and  supersedes
     any prior  agreements  between the  parties  with  respect to such  subject
     matter.

23.  GOVERNING LAW; CONSENT TO JURISDICTION -

     (a)  In case of a  dispute  between  Customer  and  DWR  arising  out of or
          relating  to the  making  or  performance  of  this  Agreement  or any
          transaction  pursuant to this  Agreement  (i) this  Agreement  and its
          enforcement  shall be  governed  by the laws of the  State of New York
          without  regard to principles of conflicts of laws,  and (ii) Customer
          will bring any legal  proceeding  against DWR in, and Customer  hereby
          consents in any legal  proceeding by DWR to the  jurisdiction  of, any
          state or federal court  located  within the State and City of New York
          in connection with all legal proceedings arising directly,  indirectly
          or otherwise in connection with, out of, related to or from Customer's
          Account,  transactions  contemplated  by this  Agreement or the breach
          thereof.  Customer hereby waives all objections Customer, at any time,
          may have as to the  propriety  of the  court in which  any such  legal
          proceedings may be commenced. Customer also agrees that any service of
          process  mailed to Customer at any address  specified  to DWR shall be
          deemed a proper service of process on the undersigned.

     (b)  Notwithstanding  the  provisions  of Section 23 (a)(ii),  Customer may
          elect at this  time to have all  disputes  described  in this  Section
          resolved by arbitration. To make such election, Customer must sign the
          Arbitration  Agreement set forth in Section 24.  Notwithstanding  such
          election,  any  question  relating  to  whether  Customer  or DWR  has
          commenced an  arbitration  proceeding  in a timely  manner,  whether a
          dispute is within the scope of the Arbitration  Agreement or whether a
          party (other than  Customer or DWR) has consented to  arbitration  and
          all proceedings to compel  arbitration  shall be determined by a court
          as specified in Section 23 (a)(ii).

24.  ARBITRATION  AGREEMENT  (OPTIONAL) - Every dispute between Customer and DWR
     arising out of or relating to the making or  performance  of this Agreement
     or any  transaction  pursuant  to  this  Agreement,  shall  be  settled  by
     arbitration in accordance with the rules,  then in effect,  of the National
     Futures Association,  the contract market upon which the transaction giving
     rise to the claim was executed,  or the National  Association of Securities
     Dealers as Customer may elect.  If Customer  does not make such election by
     registered  mail addressed to DWR at 130 Liberty  Street,  29th Floor,  New
     York, NY 10006;  Attention:  Deputy General  Counsel,  within 45 days after
     demand by DWR that the Customer make such election,  then DWR may make such
     election. DWR agrees to pay any incremental fees which may be assessed by a
     qualified forum for making available a "mixed panel" of arbitrators, unless
     the  arbitrators  determine  that  Customer  has  acted  in  bad  faith  in
     initiating or conducting the proceedings.  Judgment upon any award rendered
     by the arbitrators may be entered in any court having jurisdiction thereof.

     IN ADDITION TO FOREIGN  FORUMS,  THREE FORUMS EXIST FOR THE  RESOLUTION  OF
     COMMODITY  DISPUTES:  CIVIL COURT LITIGATION,  REPARATIONS AT THE COMMODITY
     FUTURES  TRADING  COMMISSION  ("CFTC")  AND  ARBITRATION   CONDUCTED  BY  A
     SELF-REGULATORY OR OTHER PRIVATE ORGANIZATION.

     THE CFTC  RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION
     MAY IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE ABILITY
     TO OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING
     SUBSTANTIAL  COSTS.  THE  CFTC  REQUIRES,   HOWEVER,   THAT  EACH  CUSTOMER
     INDIVIDUALLY  EXAMINE  THE  RELATIVE  MERITS OF  ARBITRATION  AND THAT YOUR
     CONSENT TO THIS ARBITRATION AGREEMENT BE VOLUNTARY.

     BY SIGNING  THIS  AGREEMENT,  YOU (1) MAY BE WAIVING YOUR RIGHT TO SUE IN A
     COURT OF LAW AND (2) ARE AGREEING TO BE BOUND BY  ARBITRATION OF ANY CLAIMS
     OR  COUNTERCLAIMS  WHICH YOU OR DWR MAY  SUBMIT TO  ARBITRATION  UNDER THIS
     AGREEMENT.  YOU ARE NOT,  HOWEVER,  WAIVING YOUR RIGHT TO ELECT  INSTEAD TO
     PETITION THE CFTC TO INSTITUTE REPARATIONS  PROCEEDINGS UNDER SECTION 14 OF
     THE  COMMODITY  EXCHANGE  ACT WITH  RESPECT  TO ANY  DISPUTE  WHICH  MAY BE
     ARBITRATED  PURSUANT TO THIS AGREEMENT.  IN THE EVENT A DISPUTE ARISES, YOU
     WILL BE NOTIFIED IF DWR  INTENDS TO SUBMIT THE DISPUTE TO  ARBITRATION.  IF
     YOU BELIEVE A VIOLATION  OF THE  COMMODITY  EXCHANGE ACT IS INVOLVED AND IF
     YOU  PREFER TO REQUEST A SECTION 14  "REPARATIONS"  PROCEEDINGS  BEFORE THE
     CFTC,  YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH  NOTICE IN WHICH TO MAKE
     THAT ELECTION.

     YOU NEED NOT AGREE TO THIS  ARBITRATION  AGREEMENT  TO OPEN AN ACCOUNT WITH
     DWR.  See 17 CFR  180.1-180.5.  ACCEPTANCE  OF THIS  ARBITRATION  AGREEMENT
     REQUIRES A SEPARATE SIGNATURE ON PAGE 8.

25.  CONSENT TO TAKE THE OTHER  SIDE OF ORDERS  (OPTIONAL)  - Without  its prior
     notice,  Customer  agrees  that  when DWR  executes  sell or buy  orders on
     Customer's  behalf,  DWR,  its  directors,   officers,  employees,  agents,
     affiliates,  and any floor  broker  may take the other  side of  Customer's
     transaction  through  any  account  of such  person  subject  to its  being
     executed  at  prevailing  prices  in  accordance  with and  subject  to the
     limitations  and  conditions,  if any,  contained in  applicable  rules and
     regulations.

26.  AUTHORIZATION  TO  TRANSFER  FUNDS  (OPTIONAL)  -  Without  limiting  other
     provisions  herein,  DWR is  authorized  to  transfer  from any  segregated
     account  subject  to the  Commodity  Exchange  Act  carried  by DWR for the
     Customer to any other  account  carried by DWR for the Customer such amount
     of excess funds as in DWR's  judgment may be necessary at any time to avoid
     a  margin  call  or to  reduce  a debit  balance  in  said  account.  It is
     understood  that DWR will  confirm in writing  each such  transfer of funds
     made  pursuant to this  authorization  within a reasonable  time after such
     transfer.

27.  SUBORDINATION  AGREEMENT  (Applies  only to  Accounts  with  funds  held in
     foreign  countries) - Funds of customers  trading on United States contract
     markets  may be held in accounts  denominated  in a foreign  currency  with
     depositories  located  outside the United States or its  territories if the
     customer  is  domiciled  in a foreign  country  or if the funds are held in
     connection with contracts  priced and settled in a foreign  currency.  Such
     accounts  are subject to the risk that events  could occur which  hinder or
     prevent the availability of these funds for distribution to customers. Such
     accounts also may be subject to foreign currency exchange rate risks.

     If authorized  below,  Customer  authorizes  the deposit of funds into such
     foreign  depositories.  For customers  domiciled in the United States, this
     authorization  permits the holding of funds in regulated  accounts offshore
     only if such funds are used to margin,  guarantee,  or secure  positions in
     such contracts or accrue as a result of such  positions.  In order to avoid
     the possible  dilution of other  customer  funds,  a customer who has funds
     held  outside the United  States  agrees by  accepting  this  subordination
     agreement  that his  claims  based on such funds  will be  subordinated  as
     described below in the unlikely event both of the following  conditions are
     met: (1) DWR is placed in  receivership  or  bankruptcy,  and (2) there are
     insufficient  funds available for  distribution  denominated in the foreign
     currency as to which the customer has a claim to satisfy all claims against
     those funds.

     By initialing the  Subordination  Agreement below,  Customer agrees that if
     both of the conditions  listed above occur,  its claim against DWR's assets
     attributable to funds held overseas in a particular foreign currency may be
     satisfied out of segregated customer funds held in accounts  denominated in
     dollars or other foreign  currencies  only after each customer  whose funds
     are held in  dollars  or in such  other  foreign  currencies  receives  its
     pro-rata portion of such funds. It is further agreed that in no event may a
     customer whose funds are held overseas receive more than its pro-rata share
     of the aggregate  pool  consisting of funds held in dollars,  funds held in
     the particular foreign currency, and non-segregated assets of DWR.

<PAGE>

OPTIONAL ELECTIONS

The following  provisions,  which are set forth in this  agreement,  need not be
entered into to open the Account.  Customer  agrees that its optional  elections
are as follows:

                                           Signature required for each election
ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                           -------------------------------------

CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                   X /s/ Mark J. Hawley
                                           -------------------------------------

AUTHORIZATION TO TRANSFER FUNDS:
(Agreement Paragraph 26)
                                           -------------------------------------

ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                   X /s/ Mark J. Hawley
                                           -------------------------------------
                                           (Required for accounts holding
                                           non-U.S. currency)

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

HEDGE ELECTION

     Customer  confirms  that all  transactions  in the  Account  will       / /
     represent  bona fide  hedging  transactions,  as  defined  by the
     Commodity  Futures  Trading  Commission,  unless DWR is  notified
     otherwise  not  later  than the time an order is  placed  for the
     Account [check box if applicable]:

Pursuant to CFTC  Regulation  190.06(d),  Customer  specifies  and agrees,  with
respect to hedging  transactions  in the Account,  that in the unlikely event of
DWR's  bankruptcy,  it prefers that the bankruptcy  trustee  [check  appropriate
box]:

     A.   Liquidate   all  open   contracts   without   first  seeking       / /
          instructions either from or on behalf of Customer.

     B.   Attempt  to  obtain   instructions   with   respect  to  the       / /
          disposition  of  all  open  contracts.  (If  neither  box is
          checked, Customer shall be deemed to elect A)

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

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

The undersigned each hereby  acknowledges its separate receipt from DWR, and its
understanding  of each of the  following  documents  prior to the opening of the
account:

o    Risk  Disclosure  Statement for Futures and Options (in the form prescribed
     by CFTC Regulation 1.55(c))

o    LME Risk Warning Notice

o    Dean Witter Order Presumption for After Hours Electronic Markets

o    NYMEX ACCESS(Service Mark) Risk Disclosure Statement

o    Globex(Registered) Customer Information and Risk Disclosure Statement

o    Project A(Trademark) Customer Information Statement

o    Questions & Answers on Flexible Options Trading at the CBOT

o    CME Average Pricing System Disclosure Statement

o    Special Notice to Foreign Brokers and Foreign Traders

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

REQUIRED SIGNATURES

The undersigned has received, read, understands and agrees to all the provisions
of this Agreement and the separate risk disclosure  statements  enumerated above
and  agrees to  promptly  notify DWR in  writing  if any of the  warranties  and
representations  contained  herein  become  inaccurate or in any way cease to be
true, complete and correct.

DEAN WITTER CORNERSTONE FUND II
--------------------------------------------------------------------------------
CUSTOMER NAME(S)
By:  DEMETER MANAGEMENT CORPORATION

By:  /s/ Mark J. Hawley                            December 1, 1997
-----------------------------------------          -----------------------------
AUTHORIZED SIGNATURE(S)                            DATE

Mark J. Hawley, President
--------------------------------------------------------------------------------
(If applicable, print name and title of signatory)