Exhibit 10.05

                               CUSTOMER AGREEMENT


     THIS  CUSTOMER  AGREEMENT  (this  "Agreement"),  made  as of the 1st day of
December, 1997, by and among DEAN WITTER CORNERSTONE FUND II, a New York limited
partnership (the "Customer"), CARR FUTURES INC., a Delaware corporation ("CFI"),
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 County, 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 have entered into that certain  Amended and
Restated  Customer  Agreement,  dated as of December 1, 1997 (the "DWR  Customer
Agreement"),  whereby  DWR  agreed to  perform  certain  non-clearing  commodity
interests brokerage and other services for the Customer; and

     WHEREAS, the Customer, DWR and CFI wish to enter into this Agreement to set
forth the terms and conditions upon which CFI will perform  commodity  interests
execution and clearing 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 CFI. CFI agrees to execute and clear all  commodity  interests
brokerage transactions on behalf of the Customer in accordance with instructions
provided by DWR,  Demeter or the Trading  Managers,  and the Customer  agrees to
retain CFI as its clearing broker for the term of this Agreement.  CFI agrees to
maintain such number of  subaccounts  for the Customer as DWR  reasonably  shall
request.  The execution and clearing services of CFI provided hereunder shall be
in accordance with applicable exchange rules.

     CFI 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.  CFI
shall  disclose  such  information  (including,  without  limitation,  financial
statements)  regarding  itself  and its  affiliates  as may be  required  by the
Customer for SEC, CFTC and state blue sky disclosure purposes.

     CFI agrees to notify the  applicable  Trading  Manager and DWR  immediately
upon  discovery of any error  committed by CFI or any of its agents with respect
to a trade  executed or cleared by CFI on behalf of the  Customer  and to notify
DWR promptly of any order or trade for the Customer's account which CFI believes
was not executed or cleared in accordance with proper instructions given by DWR,
Demeter  or any  Trading  Manager  or other  agent for the  Customer's  account.
Notwithstanding  any  provision  of this  Agreement to the  contrary,  CFI shall
assume  financial  responsibility  for any errors  committed  or caused by it in
executing or clearing orders for the purchase or sale of commodity interests for
the Customer's  account and shall credit the Customer's  account with any profit
resulting  from an  error of CFI.  Errors  made by floor  brokers  appointed  or
selected by CFI shall constitute errors made by CFI.  However,  CFI shall not be
responsible for errors committed by the Trading Managers.

     CFI  acknowledges  that other  partnerships of which the General Partner is
the general partner are not affiliates of the Customer.

     3.  Margins.  The  futures  and futures  option  trades for the  Customer's
account shall be margined at the applicable  exchange or  clearinghouse  minimum
rates  for  speculative   accounts;   all  subaccounts  shall  be  combined  for
determining  such  margin  requirements.  All  margin  calls for the  Customer's
account  shall be made to DWR by CFI, and each such call for margin shall be met
by  Customer  within  three hours after DWR has  received  such call.  CFI shall
accept as margin for the  Customer's  account any instrument  deemed  acceptable
under exchange or clearinghouse  rules pertaining to such account.  Upon oral or
written request by DWR, CFI shall,  within three hours after receipt of any such
request,  wire  transfer  (by federal  bank wire  system) to DWR for  Customer's
account  any funds in the  Customer's  account  with CFI in excess of the margin
requirements for such account.

     4.  Obligations  and Expenses.  Except as otherwise  set forth herein,  the
Customer,  and not CFI,  shall be  responsible  for all  taxes,  management  and
incentive  fees to the Trading  Managers,  the brokerage fees to DWR pursuant to
the DWR Customer Agreement, and all extraordinary expenses incurred by it.

     5.  Agreement  Nonexclusive.  CFI 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 CFI 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 CFI. The parties acknowledge that the Customer may execute and
clear  trades for  commodity  interests  through 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 CFI
hereunder.

     6.  Compensation of CFI. In compensation of CFI's services pursuant to this
Agreement, the Customer shall pay CFI all NFA fees, clearinghouse fees, exchange
fees or other regulatory fees, taxes (other than income taxes),  floor brokerage
fees,  third-party  clearing  fees and give-up  fees.  DWR shall pay to CFI such
charges with respect to the  execution  and clearance of trades for the Customer
as DWR and  CFI  shall  agree  from  time  to  time.  Subject  to the  brokerage
commission  and  transaction  fees and costs caps set forth in the DWR  Customer
Agreement,  DWR shall have no  obligation  to  reimburse  the  Customer  for any
payments  made by the Customer to CFI. The Customer  shall have no obligation to
reimburse DWR for any payments made by DWR to CFI.

     7.  Investment  Discretion.  The parties  recognize  that CFI shall have no
authority  to direct  the  commodity  interests  investments  to be made for the
Customer's  account,  but shall  execute  only such  orders  for the  Customer's
account as DWR,  Demeter or the Trading  Managers  may direct from time to time.
However,  the parties agree that CFI, 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 8 hereof.

     8. Interest on Customer  Funds.  The Customer's  assets  deposited with CFI
will be segregated or secured in accordance with the Commodity  Exchange Act and
CFTC  regulations.  All of such  funds  will be  available  for  margin  for the
Customer's trading.  CFI shall pay to DWR such interest income on the Customer's
assets  held by CFI as CFI and DWR shall agree from time to time.  The  Customer
understands  that it will not receive any interest  income on its assets held by
CFI other than that paid by DWR  pursuant  to the DWR  Customer  Agreement.  The
Customer's  assets held by CFI may be used  solely as margin for the  Customer's
trading.

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

     10. Delivery; Option Exercise.

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

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

     11. Standard of Liability and Indemnity.  Subject to Section 2 hereof,  CFI
and its stockholder, directors, officers, employees, and its or their respective
successors or assigns shall not be liable to the Customer,  its 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 by CFI.

     The Customer  shall  indemnify and hold  harmless CFI 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 CFI 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 or CFI) 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.

     CFI shall indemnify and hold harmless the Customer,  its 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 CFI
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 or CFI) 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 CFI.

     The indemnities  provided in this Section 11 by the Customer to CFI 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 CFI contained in this Agreement to the extent caused by such event.
Likewise,  the  indemnities  provided in this Section 11 by CFI to the Customer,
its 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.

     12. Term. This Agreement  shall continue in effect until  terminated by any
party giving not less than sixty (60) days' prior written  notice of termination
to the other  parties.  The  Customer  shall  have the right to  terminate  this
Agreement

          (i) at any time, effective upon thirty (30) days' prior written notice
to CFI, in the event that:

               (A)  CFI  announces   plans  to  discontinue   the  provision  of
                    execution  and  clearing  services  with  respect to futures
                    contracts,  options  on  futures  contracts  or  acting as a
                    dealer  counterparty  for foreign  exchange cash and forward
                    contracts; or

               (B)  CFI merges or  consolidates  with or into or  acquires or is
                    acquired by,  another  entity or entities  acting in concert
                    (excluding   any   intergroup   reorganizations   with   any
                    affiliates of CFI or any capital  contributions  by, or sale
                    of CFI stock to any  affiliates  of CFI,  provided  that the
                    guarantee agreement between DWR and Credit Agricole Indosuez
                    S.A.  dated  as of July  31,  1997  remains  in  place  or a
                    comparable  guaranty  is  substituted  by a bank  with a net
                    worth and credit  rating equal to Credit  Agricole  Indosuez
                    S.A.) in a  transaction  involving  the  purchase or sale of
                    stock or  substantially  all of the  assets of the  acquired
                    entity or which  involves  a capital  contribution  to or by
                    such entity or  entities  (in an amount  representing  fifty
                    percent  (50%)  or more of the  book  value of CFI's or such
                    entity's (or their respective  affiliate's)  net worth),  or
                    the  purchase or sale of stock  representing  fifty  percent
                    (50%) or more of CFI's or such entity's (or their respective
                    affiliate's) outstanding equity securities; and

          (ii) at any time effective  immediately  upon written notice to CFI in
the event:

               (A)  CFI ceases to be registered or conduct business as a futures
                    commission   merchant  or  discontinues  its  membership  or
                    clearing  membership on any major futures interest  exchange
                    in  the   United   States   (or  any   affiliated   clearing
                    corporation) or in the NFA; or

               (B)  a receiver,  liquidator  or trustee of CFI is  appointed  by
                    court  order and such order  remains in effect for more than
                    thirty  (30)  days;  or  CFI  is  adjudicated   bankrupt  or
                    insolvent;  or any of CFI's property is sequestered by court
                    order and such order  remains in effect for more than thirty
                    (30) days;  or a  petition  is filed  against  CFI under any
                    bankruptcy,    reorganization,    arrangement,   insolvency,
                    readjustment or debt,  dissolution or liquidation law of any
                    jurisdiction, whether now or hereafter in effect, and is not
                    dismissed within thirty (30) days after such filing;  or CFI
                    files a petition in voluntary  bankruptcy or seeking  relief
                    under  any  provision  of  any  bankruptcy,  reorganization,
                    arrangement,  insolvency,  readjustment of debt, dissolution
                    or  liquidation  law of  any  jurisdiction,  whether  now or
                    hereafter  in  effect,  or  consents  to the  filing  of any
                    petition against it under any such law; or

               (C)  CFI, DWR or the Customer is ordered or otherwise directed to
                    terminate this Agreement by any governmental, regulatory, or
                    self-regulatory authority.

Any such termination by any party shall be without penalty.

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

     14. Assignment. This Agreement may not be assigned by any party without the
express written consent of the other parties.

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

     16.  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

     if to CFI:

          CARR FUTURES INC
          10 South Wacker Drive, Suite 1125
          Chicago, Illinois  60606
          Attn:  Legal/Compliance Department

     17.   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.

     18.  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.

     19.  Incorporation  by Reference.  The Futures  Account  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.

     20.  Governing  Law;  Venue.  This  Agreement  shall be  governed  by,  and
construed in accordance  with, the law of the State of New York (without  regard
to its choice of law  principles).  If any action or proceeding shall be brought
by a party to this  Agreement  or to  enforce  any  right or remedy  under  this
Agreement, each party hereto hereby consents and will submit to the jurisdiction
of the  courts  of the State of New York or any  federal  court  sitting  in the
County,  City and State of New York.  Any  action or  proceeding  brought by any
party to this  Agreement to enforce any right,  assert any claim,  or obtain any
relief  whatsoever in connection  with this  Agreement  shall be brought by such
party  exclusively  in the courts of the State of New York or any federal  court
sitting in the County, City and State of New York.

     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

                                       CARR FUTURES INC.



                                       By:  /s/ Bruce A. Beatus
                                            -------------------------------
                                       Name:   Bruce A. Beatus
                                               ----------------------------
                                       Title:  General Counsel
                                               ----------------------------

<PAGE>

                                CARR FUTURES INC.
                            FUTURES ACCOUNT AGREEMENT

In consideration of the acceptance by Carr Futures Inc.  ("Carr") of one or more
accounts  of the  undersigned  ("Customer")  (if more than one account is at any
time opened or reopened  with Carr,  all are covered by this  Agreement  and are
referred  to  individually  and  collectively  as  the  "Account"),  and  Carr's
agreement  to act as broker,  directly  or  indirectly,  or as  dealer,  for the
execution,  clearance  and/or carrying of transactions for the purchase and sale
of commodity  interests,  including  commodities,  forward contracts,  commodity
futures  contracts,  options on  commodity  futures  contracts  and  transaction
involving  the  exchange  of futures  for cash  commodities  or the  exchange of
futures in  connection  with cash  commodity  transactions,  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 Carr's  protection and
     Carr's  failure to comply  therewith  shall not constitute a breach of this
     Agreement or relieve  Customer of any  obligation or  responsibility  under
     this  Agreement.  Carr shall not be liable to  Customer  as a result of any
     action by Carr, its officers, directors, employees or agents to comply with
     any rule or regulation.

2.   PAYMENTS TO CARR

     Customer  agrees to pay to Carr  immediately  on request  (a)  commissions,
     give-up  charges,  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 Carr 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  attorneys'  fees
     incurred  in  collecting  any such  debit  balance or  liability.  Customer
     acknowledges  that  Carr 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 Carr,
     maintain adequate margin (also known as "performance  bond") in the Account
     so  as  to  continually  to  meet  the  original  and  maintenance   margin
     requirements  established  by Carr  for  Customer.  Carr  may  change  such
     requirements  from  time  to  time  at  Carr's   discretion.   Such  margin
     requirements  may exceed the margin  requirements  set by any  exchange  or
     other regulatory  authority and may vary from Carr's requirements for other
     customers. Customer agrees, when so requested, orally or by written notice,
     immediately  (in no less than one hour) to wire  transfer  (by federal bank
     wire system to the account of Carr) margin funds,  and to furnish Carr with
     names  of bank  officers  for  immediate  verification  of such  transfers.
     Customer  acknowledges  and agrees  that Carr may receive and retain as its
     own  any  interest,   increment,  profit,  gain  or  benefit,  directly  or
     indirectly, accruing from any of the funds Carr receives from Customer.

4.   DELIVERY; OPTION EXERCISE

     Liquidating  instructions on open positions  maturing in a current delivery
     month must be given to Carr at least five  business days prior to the first
     notice day in the case of long  positions,  and at least five business days
     prior  to  the  last   trading   day  in  the  case  of  short   positions.
     Alternatively,  sufficient funds to take delivery or the necessary delivery
     documents must be delivered to Carr within the same period described above.
     If funds,  documents or instructions  are not received,  Carr may,  without
     notice, either liquidate Customer's position or make or receive delivery on
     behalf of Customer upon such terms and by such methods as Carr, in its sole
     discretion, determines.

     If, at any time,  Customer fails to deliver to Carr any property previously
     sold by Carr on Customer's  behalf in compliance  with  commodity  interest
     contracts,  or Carr  shall  deem it  necessary  (whether  by  reason of the
     requirements  of any exchange,  clearing house or otherwise) to replace any
     securities,  commodity interest contracts,  financial instruments, or other
     property  previously  delivered  by Carr for the Account of  Customer  with
     other  property  of like or  equivalent  kind or  amount,  Customer  hereby
     authorizes  Carr,  in its sole  judgment,  to borrow or to buy any property
     necessary  to make  delivery  thereof,  or to  replace  any  such  property
     previously delivered, or to deliver the same to such other party or to whom
     delivery  is to be made.  Carr may  subsequently  repay  any  borrowing  or
     purchase  thereof with  property  purchased  or otherwise  acquired for the
     amount of Customer.  Customer shall pay Carr for any cost, loss and damages
     from the foregoing,  including,  but not limited to, consequential damages,
     penalties and fines which Carr may incur or which Carr may sustain from its
     inability to borrow or buy any such property.

     Customer   understands   that  some  exchanges  and  clearing  houses  have
     established cut-off times for the tender of exercise instructions, and that
     an option will become  worthless if instructions  are not delivered  before
     such expiration time.  Customer also understands that certain exchanges and
     clearing houses  automatically  will exercise some  "in-the-money"  options
     unless instructed otherwise.  Customer acknowledges full responsibility for
     taking  action  either to exercise or to prevent the  exercise of an option
     contract,  as the case may be, and Carr is not  required to take any action
     with  respect to an option  contract,  including  without  limitations  any
     action to exercise an option prior to its  expiration  date,  or to prevent
     the  automatic  exercise  of an  option,  except  upon  Customer's  express
     instructions. Customer further understands that Carr may establish exercise
     cut-off  times  which  may be  different  from  the  times  established  by
     exchanges and clearing houses.

     Customer  understands  that (a) all short option  positions  are subject to
     assignment at any time,  including  positions  established  on the same day
     that  exercises are  assigned,  and (b)  exercised  assignment  notices are
     allocated  randomly from among all Carr customer's short options  positions
     which are  subject  to  exercise.  A more  detailed  description  of Carr's
     allocation procedures is available upon request.

5.   FOREIGN CURRENCY

     If Carr 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 Carr'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  Carr  in its  discretion  on the  basis  of  then
     prevailing market rates of exchange for such foreign currency.

6.   CARR MAY LIMIT POSITIONS HELD

     Customer agrees that Carr, 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 or exceeding  such limits,  (b) that Carr may require
     Customer to reduce open  positions  carried with Carr and (c) that Carr may
     refuse to accept  orders to establish  new  positions.  Carr 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 Carr
     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  Carr may communicate to
          Customer,  although  based  upon  information  obtained  from  sources
          believed by Carr to be reliable,  may be incomplete and not subject to
          verification;

     (b)  Carr 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  Carr's  personnel  due to  diversity  in
          analysis of  fundamental  and technical  factors and may vary from any
          standard  recommendation  made  by  Carr in its  research  reports  or
          otherwise; and

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

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

8.   LIMITS ON CARR DUTIES; LIABILITY

     Customer agrees:

     (a)  That Carr 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 Carr receives are consideration  solely for
          the execution, reporting and carrying of Customer's trades;

     (c)  If there is an Account Manager, an Account Manager's Agreement for the
          Account Manager will be provided to Carr.  Customer  represents it has
          received:  (1) a disclosure document concerning such Account Manager's
          trading advice, including, in the event the Account Manager will trade
          options,  the  options  strategies  to be  utilized,  or (2) a written
          statement  explaining  why  Account  Manager  is  not  required  under
          applicable law to provide such a disclosure document to Customer; and

     (d)  Customer  acknowledges,  understands and agrees that Carr is in no way
          responsible for any loss to Customer  occasioned by the actions of the
          Account Manager and Carr does not by implication or otherwise  endorse
          the operating methods or trading strategies or programs of the Account
          Manager.

9.   EXTRAORDINARY EVENTS

     Customer  agrees that Carr shall have no  liability  for  damages,  claims,
     losses or expenses caused by any errors, omissions or delays resulting from
     an  act,  condition  or  cause  beyond  the  reasonable  control  of  Carr,
     including, but not limited to: war; insurrection; riot; strike; act of God;
     fire;  flood;   extraordinary  weather  conditions;   accident;  action  of
     government  authority;  action  of  exchange,   clearinghouse  or  clearing
     organization;  communications  or  power  failure;  equipment  or  software
     malfunction;  error,  omission  or delay  in the  report  of  transactions;
     prices, exchange rates or other market or transaction  information;  or the
     insolvency,  bankruptcy,  receivership,   liquidation  or  other  financial
     difficulty of any bank, clearing broker, exchange, market, clearinghouse or
     clearing organization.

10.  INDEMNIFICATION OF CARR, CONTRIBUTION AND REIMBURSEMENT

     (a)  To the extent permitted by law,  Customer agrees to indemnify and hold
          harmless Carr and its shareholders,  directors,  officers,  employees,
          agents,  affiliates and controlling  persons against any liability for
          damages, claims, losses or expenses which they may incur as the result
          of: (x) Customer's  violation of federal or state laws or regulations,
          or of rules of any exchange or self-regulatory  organization;  (y) any
          other breach of this Agreement by Customer;  or (z) any breach by Carr
          of federal or state laws or regulations, or of the charter provisions,
          by-laws,  rules,  margin or other  requirements,  of the  exchanges or
          self-regulatory organizations, provided that such violation was caused
          by Carr's  acting in good faith on  Customer's  behalf.  Such damages,
          claims,  losses or expenses  shall  include  legal fees and  expenses,
          costs of settling claims,  interest, and fines or penalties imposed by
          the exchanges, self-regulatory organization or governmental authority.

     (b)  Customer agrees that if the indemnification  provided in paragraph (a)
          above is held to be  unavailable  to Carr,  the parties  hereto  shall
          share in and contribute to such damages, claims, losses or expenses in
          proportion to their relative  benefits from the transactions  involved
          and their relative degree of fault in causing the liability.

     (c)  Customer  agrees to reimburse  Carr and its  shareholders,  directors,
          officers,  employees,  agents,  affiliates and controlling  persons on
          demand for any costs  incurred in  collecting  any sums  Customer owes
          under this Agreement and any costs of successfully  defending  against
          claims asserted against them by Customer.

11.  NOTICES; TRANSMITTALS

     Carr shall transmit all  communications to Customer at Customer's  address,
     facsimile or telephone  number set forth below or to such other  address as
     Customer  may  hereafter  direct in writing.  Customer  shall  transmit all
     communications  to Carr regarding this Agreement  (except routine inquiries
     concerning  the Account) to 10 South  Wacker  Drive,  Suite 1100,  Chicago,
     Illinois  60606;  facsimile  (312)  441-4201,  Attention:  Legal/Compliance
     Department. All payments and deliveries to Carr shall be made as instructed
     by Carr from time to time and shall be deemed  received  only when actually
     received by Carr.

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 Carr 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 Carr 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  Carr  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 notwithstanding,  neither Customer
     nor Carr shall be bound by any transaction or price reported in error.

13.  SECURITY INTEREST

     Customer hereby grants to Carr a first lien upon and a security interest in
     any and all  cash,  securities,  whether  certificated  or  uncertificated,
     security  entitlements,  investment  property,  financial  assets,  foreign
     currencies,  commodity interests and other property  (including  securities
     and  options)  and  the  proceeds  of all of the  foregoing  (together  the
     "Collateral")  belonging  to  Customer  or in  which  Customer  may have an
     interest,  now or in the future,  and held by Carr or in Carr's  control or
     carried in any of Customer's  Accounts,  or in Customer's  accounts carried
     under other agreements with Carr or its affiliates.  Such security interest
     is granted as security for the  performance by Customer of its  obligations
     hereunder  and for the  payment  of all loans and other  liabilities  which
     Customer  has or may in  the  future  have  to  Carr,  whether  under  this
     Agreement  or any other  agreement  between  the parties  hereto.  Customer
     agrees  to  execute  such  further  instruments,   documents,  filings  and
     agreements  as may be requested at any time by Carr in order to perfect and
     maintain perfected the foregoing lien and security  interest.  Carr, 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
     Carr.

     In the event that the  provisions of Section 13, which relate to Collateral
     in any  account  carried  by  Carr  for  Customer  other  than  an  Account
     instituted  hereunder,  conflict with the agreement  under which such other
     account was  instituted,  such other  agreement  between  Carr and Customer
     shall take precedence over the provisions of this Section 13.

14.  TRANSFER OF FUNDS

     At any time and from time to time and  without  prior  notice to  Customer,
     Carr may transfer from one Account to another Account in which Customer has
     any interest, such excess funds, equities,  securities or other property as
     in Carr'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  Carr is
     effecting such transfer to enforce  Carr's  security  interest  pursuant to
     Section  13.  Carr  promptly  shall  confirm  all  transfers  of funds made
     pursuant hereto to Customer in writing.

15.  CARR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS

     In addition to all other rights of Carr set forth in this Agreement:

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

     (b)  Whenever Carr  reasonably  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 Carr;

     (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)  Carr 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 a Customer or any affiliate of Customer
          with Carr;

     Carr shall have the right to (i)  satisfy any  obligations  due Carr out of
     any  Customer's  property  (also  referred  to as  "Collateral")  in Carr's
     custody or  control,  (ii)  liquidate  any or all of  Customer's  commodity
     interest positions,  such liquidation shall include transactions  involving
     the exchange of futures for cash  commodities or the exchange of futures in
     connection  with cash  commodity  transactions,  (iii) cancel any or all of
     Customer's  outstanding  orders,  (iv)  treat  any  or  all  of  Customer's
     obligations due Carr as immediately due and payable, (v) sell any or all of
     Customer's  property  in Carr's  custody or control in such  manner as Carr
     determines to be commercially reasonable,  and/or (vi) terminate any or all
     of Carr's obligations for future  performance to Customer,  all without any
     notice to or demand on  Customer  if  deemed  necessary  by Carr.  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 Carr'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). In the event that the provisions of
     Section 15, which relate to Collateral  in any account  carried by Carr for
     Customer  other than an Account  instituted  hereunder,  conflict  with the
     agreement  under  which  such  other  account  was  instituted,  such other
     agreement  between  Carr  and  Customer  shall  take  precedence  over  the
     provisions of this Section 15.

     16.  CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS

     Customer represents and warrants to and agrees with Carr 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:

          (1)  If Customer is a corporation or partnership,  Customer represents
               and warrants  that (a) it is duly  organized and in good standing
               under the laws of the jurisdiction in which it is established and
               in every state in which it does  business;  (b) is  empowered  to
               enter  into  and  perform  this   Agreement   and  to  effectuate
               transactions in commodity  interests,  financial  instruments and
               foreign  currency as contemplated  hereby;  (c) that Customer has
               determined that trading in commodity interests is appropriate for
               Customer,  is prudent in all  respects  and does not and will not
               violate  any  statute,  rule,  regulation,  judgment or decree to
               which Customer is subject or bound;  (d) that Customer has had at
               least one year's prior experience in effectuating transactions in
               commodity interests,  financial instruments, and foreign currency
               as  contemplated  hereby;  and (e) no person  or  entity  has any
               interest  in or  control of the  Account to which this  Agreement
               pertains except as disclosed by Customer to Carr in writing.

          (2)  If Customer is a trust, Customer represents and warrants that (a)
               it is a duly  formed  and  existing  trust  under the laws of the
               state of its  formation  or such  other  laws as are  applicable,
               including  ERISA or similar  state law,  and the party or parties
               designated  as trustee or trustees by Customer to Carr in writing
               submitted  herewith  constitute  the  only  or all of the  proper
               trustees  thereof;  (b) the trustee or trustees are  empowered to
               enter  into  and  perform  this   Agreement   and  to  effectuate
               transactions in commodity interests,  financial instruments,  and
               foreign  currency  as  contemplated  hereby;  (c) the  trustee or
               trustees make the  representations  set forth in Section 1 hereof
               as if the term trustee(s) were  substituted for the term Customer
               therein;  and (d) no  person  or entity  has any  interest  in or
               control of the Account to which this Agreement pertains except as
               disclosed by Customer to Carr in writing.

     (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,  bank,  broker-dealer,   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 Carr;

     (c)  Any financial statements or other information  furnished in connection
          therewith  are true,  correct and  complete.  Except as  disclosed  in
          writing,  (i)  Customer  is not a  commodity  pool or is  exempt  from
          registration  under the rules of the CFTC, 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 Carr to contact
          such banks,  financial  institutions and credit agencies as Carr 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
          other   regulatory    authority    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 Carr's discretion,
          of any or all telephone  conversations  with Carr  (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 Carr'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 Carr with
          respect to give-ups,  Carr, 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 Carr for clearance and/or carrying in the
          Account;

     (h)  Carr,  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 Carr 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 Carr'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 or 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 Carr in writing if any of the warranties
     and  representations  contained in this Section 16 become  inaccurate or in
     any way cease to be true, complete and correct.

17.  SUCCESSORS AND ASSIGNS

     This  Agreement  shall inure to the benefit of the  parties  hereto,  their
     successors and assigns, and shall be binding upon the parties hereto, their
     successors  and  assigns,  provided,  however,  that this  Agreement is not
     assignable  by any party  without  the prior  written  consent of the other
     parties.

18.  MODIFICATION OF AGREEMENT BY CARR; NON-WAIVER PROVISION

     This  Agreement may only be altered,  modified or amended by mutual written
     consent of the parties.  The rights and remedies  conferred upon Carr 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 Carr. 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 (as amended by the attached  Customer  Agreement  dated the
     date  hereof  into which  this  Agreement  is  incorporated  by  reference)
     constitutes the entire agreement  between Customer and Carr 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 Carr  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  Illinois
          without  regard to principles of conflicts of laws,  and (ii) Customer
          will bring any legal  proceeding  against Carr in, and Customer hereby
          consents in any legal  proceeding by Carr to the  jurisdiction of, any
          state or federal court located within Chicago, Illinois, 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 Carr shall be deemed a
          proper  service of process on the  undersigned.  Customer  agrees that
          venue of all proceedings shall be in Chicago, Illinois.

     (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 Carr 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 Carr) 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 Carr 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  transacting  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 Carr
     at 10 South Wacker Drive, Suite 1100, Chicago,  Illinois 60606,  Attention:
     Legal/Compliance  Department,  within 45 days after demand by Carr that the
     Customer make such election,  then Carr may make such election. Carr 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 aware rendered by the arbitrators may be
     entered in any court having jurisdiction thereof.

     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 OF 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 CARR 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 CARR 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
     CARR.

     See 17 CFR 1890.1-180.5.

     Acceptance of this arbitration  agreement  requires a separate signature on
     page 15.

25.  CONSENT TO TAKE THE OTHER SIDE OF ORDERS (OPTIONAL)

     Without its prior notice,  Customer  agrees that when Carr executes sell or
     buy orders on Customer's behalf, Carr, 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,  Carr is authorized to transfer
     from any segregated  Account subject to the Commodity  Exchange Act carried
     by Carr for the  Customer  to any  other  Account  carried  by Carr for the
     Customer such amount of excess funds as in Carr'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 Carr will  confirm in  writing  each such
     transfer of funds made pursuant to this  authorization  within a reasonable
     time after such transfer.

27.  ELECTRONIC TRANSMISSION OF STATEMENTS (OPTIONAL)

     Customer  elects and  consents to receive  transmission  of  statements  of
     transactions  and  statements  of  account  solely  by  electronic   means,
     including  without  limitation,  by electronic mail or facsimile.  Customer
     shall not incur any costs or fees in  connection  with the  receipt of such
     statements  by  electronic   transmission.   Customer  shall  receive  such
     statements  by  electronic  transmission  until such time as it revokes its
     consent in writing to Carr.

28.  SUBORDINATION AGREEMENT

     (Applies only to Accounts with funds held in foreign currencies)

     Funds of customers trading on United States contract markets may be held in
     accounts  denominated  in a  foreign  currency  with  depositories  located
     outside or inside 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
     depositories.   For  customer   domiciled  in  the  United   States,   this
     authorization  permits the holding of funds in regulated  accounts  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 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) Carr 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 Carr'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 so held 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 Carr.

<PAGE>

OPTIONAL ELECTIONS/ACKNOWLEDGMENT

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)                                                  (Date)

CONSENT TO TAKE THE OTHER SIDE OF
ORDERS (Agreement Paragraph 25)          X /s/ Mark J. Hawley            12-1-97
                                         ---------------------------------------
                                                                          (Date)

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

CONSENT TO RECEIVE STATEMENTS BY
ELECTRONIC TRANSMISSION                  ---------------------------------------
(Agreement Paragraph 27)                                                  (Date)

ACKNOWLEDGMENT OF SUBORDINATION
AGREEMENT (Agreement Paragraph 28)       X /s/ Mark J. Hawley            12-1-97
(Required for accounts holding non-U.S.  ---------------------------------------
currency)                                                                 (Date)



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 Carr is notified  otherwise not later than the time an
      order is placed for the Account:

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
Carr'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).)

<PAGE>

ACKNOWLEDGMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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

o    Risk Disclosure Statement for Futures and Options
o    LME Risk Warning Notice
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

CUSTOMER

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  Carr 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]

CARR FUTURES INC.

Accepted and Agreed:

Carr Futures Inc.

By:  /s/ Bruce A. Beatus               By:  /s/ Susan Schultz
     -----------------------------          -----------------------------

Title:  General Counsel                Title:  Associate General Counsel
        --------------------------             ---------------------------

Date:   December 1, 1997                Date:  December 1, 1997
        --------------------------             ---------------------------