EXHIBIT 10.01

                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

     THIS MANAGEMENT AGREEMENT, made as of the 31st day of December, 1997, and
amended and restated as of April 1, 2000 among MORGAN STANLEY DEAN WITTER
SPECTRUM COMMODITY L.P. (formerly, Morgan Stanley Tangible Asset Fund L.P.), a
Delaware limited partnership (the "Partnership"), DEMETER MANAGEMENT
CORPORATION, a Delaware corporation (the "General Partner"), and MORGAN STANLEY
DEAN WITTER COMMODITIES MANAGEMENT, INC. (formerly Morgan Stanley Commodities
Management, Inc.), a Delaware corporation (the "Trading Advisor").

                              W I T N E S S E T H:

     WHEREAS, the Partnership has been organized pursuant to the Limited
Partnership Agreement dated as of July 31, 1997, as amended and restated as of
March 6, 2000 (the "Limited Partnership Agreement"), to trade, buy, sell,
spread, or otherwise acquire, hold, or dispose of certain commodity related
interests, including but not limited to, commodity futures contracts
(hereinafter referred to collectively as "futures interests") and securities
(such as United States Treasury securities) approved by the Commodity Futures
Trading Commission (the "CFTC") for investment of customer funds.

     WHEREAS, the Partnership became a member partnership of the Morgan Stanley
Dean Witter Spectrum Series (the "Fund Group") by entering into an agreement
pursuant to which units of limited partnership interest ("Units") of such member
partnerships are sold to investors in a common offering under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement
on Form S-1 as it may be amended from time to time (the "Registration
Statement") and a final Prospectus, constituting a part thereof as it may be
amended and supplemented from time to time (the "Prospectus"), and thereafter,
pursuant to which such Units can be exchanged by a limited partner of a member
partnership of the Fund Group after six months for Units of other member
partnerships of the Fund Group at 100% of the respective Net Asset Value (as
defined in Section 7(d)(2) of the Limited Partnership Agreement) thereof;

     WHEREAS, the Trading Advisor has extensive experience trading in futures
interests and is willing to provide certain services and undertake certain
obligations as set forth herein;

     WHEREAS, the Partnership desires the Trading Advisor to continue to act as
trading advisor for the Partnership and to make investment decisions with
respect to futures interests for the Partnership and the Trading Advisor desires
so to act; and

     WHEREAS, the Partnership, the General Partner and the Trading Advisor wish
to enter into this Management Agreement which, among other things, sets forth
certain terms and

                                  Exh. 10.01-1
<PAGE>


conditions upon which the Trading Advisor will conduct the Partnership's futures
interests trading;

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

     1.   Undertakings in Connection with the Offering of Units.
          ------------------------------------------------------

     (a) The Trading Advisor agrees with respect to the continuing offering of
Units: (i) to make all disclosures regarding itself, its principals and
affiliates, its trading performance, its trading programs, systems, methods, and
strategies (subject to the need to preserve the secrecy of proprietary
information concerning such programs, systems, methods, and strategies), any
client accounts over which it has discretionary trading authority, and
otherwise, as the Partnership may reasonably require (x) to be made in the
Partnership's Prospectus including any amendments or supplements thereto, or (y)
to comply with any applicable federal or state law or rule or regulation,
including those of the Securities and Exchange Commission (the "SEC"), the CFTC,
the National Futures Association (the "NFA"), NASD Regulation, Inc. (the "NASD")
or any other regulatory body, exchange, or board; and (ii) otherwise to
cooperate with the Partnership, the General Partner, and Dean Witter Reynolds
Inc., the selling agent for the Partnership ("DWR") by providing information
regarding the Trading Advisor in connection with the preparation and filing of
the Registration Statement and Prospectus, including any pre- or post-effective
amendments or supplements thereto and any subsequent registration statements or
prospectuses, with the SEC, CFTC, NFA, NASD, and with appropriate governmental
authorities as part of making application for registration of the Units under
the securities or Blue Sky laws of such jurisdictions as the Partnership may
deem appropriate. Except as otherwise provided herein, the term "principal"
shall have the meaning as defined in Section 4.10(e) of the CFTC's Regulations
and the term "affiliate" shall mean an individual or entity that directly or
indirectly controls, is controlled by, or is under common control with, the
Trading Advisor.

     (b) The General Partner, in its sole discretion and at any time may (i)
withdraw the SEC registration of the Units, or (ii) discontinue the offering of
Units.

     (c) If, while Units continue to be offered and sold, the Trading Advisor
becomes aware of any untrue or misleading statement or omission regarding itself
or any of its principals or affiliates in the Registration Statement or
Prospectus, or of the occurrence of any event or change in circumstances which
would result in there being any untrue or misleading statement or omission in
the Registration Statement or Prospectus regarding itself or any of its
principals or affiliates, the Trading Advisor shall promptly notify the General
Partner and shall cooperate with it in the preparation of any necessary
amendments or supplements to the Registration Statement or Prospectus. Neither
the Trading Advisor nor any of its principals, or affiliates, or any
stockholders, officers, directors, or employees shall distribute the Prospectus
or selling literature or shall engage in any selling activities whatsoever in
connection with the continuing offering of Units except as may be specifically
requested by the General Partner.


                                  Exh. 10.01-2
<PAGE>


          2.   Duties of the Trading Advisor.
               -----------------------------

     (a) The Trading Advisor hereby agrees to continue to act as the trading
advisor for the Partnership and, as such, shall have sole authority and
responsibility for advising the investment and reinvestment of the assets of the
Partnership in futures interests on the terms and conditions and in accordance
with the restrictions and trading policies set forth in this Agreement, the
Partnership's Limited Partnership Agreement as from time to time in effect (the
"Limited Partnership Agreement"), and the Prospectus; provided, however, that
the General Partner may override the instructions of the Trading Advisor to the
extent necessary (i) to comply with the trading policies of the Partnership
described in the Limited Partnership Agreement, (ii) to fund any distributions
or redemptions, (iii) to pay the Partnership's expenses, (iv) to the extent the
General Partner believes doing so is necessary for the protection of the
Partnership, (v) to terminate the futures interests trading of the Partnership,
or (vi) to comply with any applicable law or regulation. The General Partner
agrees not to override any such instructions for the reasons specified in
clauses (ii) and (iii) of the preceding sentence unless the Trading Advisor
fails to comply with a request of the General Partner to make the necessary
amount of funds available to the Partnership within five calendar days of such
request. Except as otherwise provided herein, the Trading Advisor shall not be
liable for the consequences of any decision by the General Partner to override
instructions of the Trading Advisor, except to the extent that the Trading
Advisor is in breach of this Agreement. In performing services to the
Partnership the Trading Advisor may not materially alter the trading program(s)
used by the Trading Advisor in investing and reinvesting the Partnership's Net
Assets (as defined in Section 6(c) hereof) in futures interests as described in
the Prospectus without the prior written consent of the General Partner, it
being understood that changes in the futures interests or markets traded shall
not be deemed an alteration in the Trading Advisor's trading program(s).

     (b) The Trading Advisor shall:

          (i) exercise good faith and due care in trading futures interests for
     the account of the Partnership in accordance with the restrictions and
     trading policies of the Partnership described in the Prospectus, Exhibit A
     hereto, and as otherwise provided in writing and consented to by the
     Trading Advisor and the trading programs, systems, methods, and strategies
     of the Trading Advisor described in the Prospectus, with such changes and
     additions to such trading strategy as the Trading Advisor, from time to
     time, incorporates into its trading approach for accounts the size of the
     Partnership.

          (ii) Subject to reasonable assurances of confidentiality by the
     General Partner and the Partnership, provide the General Partner, within
     thirty calendar days of a reasonable request therefor by the General
     Partner, with information comparing the performance of the Partnership's
     account and the performance of all other client accounts directed by the
     Trading Advisor using the trading programs used by the Trading Advisor for
     the Partnership over a specified period of time. In providing such
     information, the Trading Advisor may take such steps as are necessary to
     assure the confidentiality of the Trading Advisor's clients' identities.
     The Trading Advisor shall, upon the General Partner's reasonable request,
     consult with the General Partner concerning any discrepancies between the
     performance of such other accounts and the Partnership's account. The
     Trading Advisor shall promptly inform the General Partner of any material
     discrepancies of which the Trading Advisor is aware. The General Partner
     acknowledges that different trading programs, strategies or implementation
     methods may be


                                  Exh. 10.01-3
<PAGE>


     utilized for different accounts, accounts with different trading policies,
     accounts experiencing differing inflows or outflows of equity, accounts
     that commence trading at different times, accounts which have different
     portfolios or different fiscal years and that such differences may cause
     divergent trading results.

          (iii) Upon the reasonable request of the General Partner and subject
     to reasonable assurances of confidentiality by the General Partner and the
     Partnership, provide the General Partner with all material information
     concerning the Trading Advisor other than proprietary information
     (including, without limitation, information relating to changes in control,
     personnel, trading approach, or financial condition). The General Partner
     acknowledges that all trading instructions made by the Trading Advisor will
     be held in confidence by the General Partner, except to the extent
     necessary to conduct the business of the Partnership or as required by law.

          (iv) Inform the General Partner when the Trading Advisor's open
     positions maintained by the Trading Advisor exceed the Trading Advisor's
     speculative position limits.

     (c) All purchases and sales of futures interests pursuant to this Agreement
shall be for the account, and at the risk, of the Partnership and not for the
account, or at the risk, of the Trading Advisor or any of its stockholders,
directors, officers, or employees, or any other person, if any, who controls the
Trading Advisor within the meaning of the Securities Act. All brokerage fees and
commissions arising from trading by the Trading Advisor shall be for the account
of the Partnership.

     (d) Notwithstanding any provision of this Agreement to the contrary, the
Trading Advisor shall assume financial responsibility for any errors committed
or caused by it in transmitting orders for the purchase or sale of futures
interests for the Partnership's account, including payment to DWR of the floor
brokerage commissions, exchange and NFA fees, and other transaction charges and
give-up charges incurred by DWR on such trades but only for the amount of DWR's
out-of-pocket costs in respect thereof. The Trading Advisor's errors shall
include, but not be limited to, inputting improper trading signals or
communicating incorrect orders to any commodity broker for the Partnership.
However, the Trading Advisor shall not be responsible for errors committed or
caused by any commodity broker for the Partnership. The Trading Advisor shall
have an affirmative obligation promptly to notify the General Partner of its own
errors, and the Trading Advisor shall use its best efforts to identify and
promptly notify the General Partner of any order or trade which the Trading
Advisor reasonably believes was not executed in accordance with its instructions
to any commodity broker for the Partnership.

     (e) The General Partner on behalf of the Partnership shall deliver to the
Trading Advisor a trading authorization in the form annexed hereto as Exhibit B
appointing the Trading Advisor the Partnership's attorney-in-fact for such
purpose.

     3.   Designation of Additional Trading Advisors; Additional Assets.
          -------------------------------------------------------------

     If the General Partner at any time deems it to be in the best interests of
the Partnership, the General Partner may designate an additional trading advisor
or advisors for the Partnership and may apportion to such additional trading
advisor(s) the management of such amounts of Net Assets (as defined in Section
7(d)(1) of the Limited Partnership Agreement) as


                                  Exh. 10.01-4
<PAGE>


the General Partner shall determine in its absolute discretion. The designation
of an additional trading advisor or advisors and the apportionment of Net Assets
to any such trading advisor(s) pursuant to this Section 3 shall neither
terminate this Agreement nor modify in any regard the respective rights and
obligations of the Partnership, the General Partner and the Trading Advisor
hereunder. In the event that additional trading advisor(s) are so designated,
the Trading Advisor shall thereafter receive management and incentive fees
based, respectively, on that portion of the Net Assets managed by the Trading
Advisor and that portion of the Trading Profits (as defined in Section 6(d)
hereof) properly attributable to the trading done by the Trading Advisor.

     4. Trading Advisor Independent.
        ---------------------------

     For all purposes of this Agreement, the Trading Advisor shall be deemed to
be an independent contractor and shall, unless otherwise expressly provided
herein or authorized, have no authority to act for or represent the Partnership
in any way or otherwise be deemed an agent of the Partnership. Nothing contained
herein shall be deemed to require the Partnership to take any action contrary to
its Limited Partnership Agreement or Certificate of Limited Partnership as from
time to time in effect (the "Certificate of Limited Partnership"), or any
applicable law or rule or regulation of any regulatory body, exchange, or board.
Nothing herein contained shall constitute the Trading Advisor as a member of any
partnership, joint venture, association, syndicate or other entity with the
Partnership of the General Partner, or be deemed to confer on any of them any
express, implied, or apparent authority to incur any obligation or liability on
behalf of any other.

     5. Commodity Broker.
        ----------------

     (a) The Trading Advisor shall effect all transactions in futures interests
for the Partnership through, and shall maintain a separate account with, such
commodity broker or brokers as the General Partner shall direct. At the present
time, DWR acts as the non-clearing commodity broker and Morgan Stanley & Co.
Incorporated ("MS & Co.") acts as the clearing commodity broker , except that
all trades on the London Metal Exchange are cleared by Morgan Stanley & Co.
International Limited ("MSIL"). The General Partner shall provide the Trading
Advisor with copies of brokerage statements. Notwithstanding that MS & Co. and
MSIL shall act as the clearing commodity brokers for the Partnership, the
Trading Advisor may execute trades through floor brokers other than those
employed by MS & Co. and MSIL so long as arrangements are made for such floor
brokers to "give up" or transfer the positions to MS & Co. or MSIL and provided
that the rates charged by such floor brokers have been approved in writing by
DWR. The Trading Advisor will not be responsible for paying give-up fees.

     6. Fees.
        ----

     (a) For the services rendered to the Partnership by the Trading Advisor
under this Agreement, the Partnership shall pay the Trading Advisor the
following fees:

          (i) A monthly management fee, without regard to the profitability of
     the Trading Advisor's trading for the Partnership's account, equal to 1/12
     of 2.5% of the Net Assets of the Partnership as of the first day of each
     calendar month (a 2.5% annual rate).


                                  Exh. 10.01-5
<PAGE>


          (ii) An annual incentive fee equal to 20% of the "Trading Profits" (as
     defined in Section 6(d)) as of the end of each calendar year. Any accrued
     incentive fees with respect to any Units redeemed at the end of the month
     which is not the end of a calendar year will be deducted and paid to the
     Trading Advisor at the time of the redemption.

     (b) If this Agreement is terminated on a date other than the end of a
calendar year, the incentive fee described above shall be determined as if such
date were the end of a calendar year. If this Agreement is terminated on a date
other than the first day of a calendar month, the management fee described above
shall be prorated based on the ratio of the number of trading days in the month
through the date of termination to the total number of trading days in the
month. If, during any month after the Partnership commences trading operations
(including the month in which the Partnership commences such operations), the
Partnership does not conduct business operations, or suspends trading for the
account of the Partnership, or, as a result of an act or failure to act by the
Trading Advisor, is otherwise unable to utilize the trading advice of the
Trading Advisor on any of the trading days of that period for any reason, the
management fee described above shall be prorated based on the ratio of the
number of trading days in the month which the Partnership engaged in trading
operations or utilizes the trading advice of the Trading Advisor to the total
number of trading days in the month.

     (c) As used herein, the term "Net Assets" shall have the same meaning as in
Section 7(d)(1) of the Limited Partnership Agreement.

     (d) As used herein, the term "Trading Profits" shall mean futures interests
trading profits (realized and unrealized) earned by the Partnership, decreased
by monthly management fees and brokerage fees; with such trading profits and
items of decrease determined from the end of the last calendar year for which an
incentive fee was earned by the Trading Advisor or, if no incentive fee has been
earned previously by the Trading Advisor, from the date the Partnership
commenced trading to the end of the calendar year as of which such incentive fee
calculation is being made. If Net Assets are reduced or increased because of
redemptions or subscriptions which occur at the end of, or subsequent to, a
calendar year in which the Partnership experiences a futures interests trading
loss, the trading loss which must be recovered before the Partnership will be
deemed to experience Trading Profits will be equal to the amount determined by
(x) dividing Net Assets after such redemptions or subscriptions by the Net
Assets immediately before such redemptions or subscriptions and (y) multiplying
that fraction by the amount of the unrecovered futures interests trading loss.
In the event that the Partnership experiences a futures interests trading loss
in more than one fiscal year without an intervening payment of an incentive fee
and Net Assets are reduced or increased in more than one such calendar year
because of redemptions or subscriptions, then the trading loss shall in each
case be adjusted in accordance with the formula described above and such
adjusted amount of futures interests trading loss shall be carried forward and
used to offset subsequent futures interests contract trading profits.
Extraordinary expenses of the Partnership, if any, will not be deducted in
determining Trading Profits. Trading Profits do not include interest income
earned by the Partnership on its assets.

     (e) If any payment of incentive fees is made to the Trading Advisor on
account of Trading Profits earned by the Partnership and the Partnership
thereafter fails to earn Trading Profits or experiences losses for any
subsequent incentive period, the Trading Advisor


                                  Exh. 10.01-6
<PAGE>


shall be entitled to retain such amounts of incentive fees previously paid to
the Trading Advisor in respect of such Trading Profits.

     7. Term.
        ----

     This Agreement shall continue in effect for a period of one year after the
date of this Agreement. Thereafter, this Agreement shall be renewed
automatically for additional one-year terms unless either the Partnership or the
Trading Advisor, upon written notice given not less than sixty calendar days
prior to the original termination date or any extended termination date,
notifies the other party of its intention not to renew. This Agreement shall
terminate if the Partnership terminates. The Partnership shall have the right to
terminate this Agreement without penalty (a) upon fifteen days prior written
notice to the Trading Advisor or (b) at any time upon written notice to the
Trading Advisor upon the occurrence of any of the following events: (i) if the
Trading Advisor becomes bankrupt or insolvent; (ii) if the Trading Advisor is
unable to use its trading systems or methods as in effect on the date of this
Agreement and as refined and modified in the future for the benefit of the
Partnership; (iii) if the registration as a commodity trading advisor of the
Trading Advisor with the CFTC or its membership in the NFA is revoked,
suspended, terminated, or not renewed, or limited or qualified in any respect;
(iv) except as provided in Section 11 hereof, if the Trading Advisor merges or
consolidates with, or sells or otherwise transfers its advisory business, or all
or a substantial portion of its assets, any portion of its trading systems or
methods, or its goodwill to, any individual or entity; (v) if, the net asset
value of a Unit, after adding back distributions, if any, shall be less than $5;
(vi) if, at any time, the Trading Advisor violates any trading policy set forth
in the Limited Partnership Agreement or any administrative policy the General
Partner delivered to the Trading Advisor, except with the prior express written
consent of the General Partner; or (vii) if the Trading Advisor fails in a
material manner to perform any of its obligations under this Agreement.

     The indemnities set forth in Section 8 hereof shall survive any termination
of this Agreement.

     8. Standard of Liability and Indemnity.
        -----------------------------------

     (a) The Trading Advisor and its affiliates (as defined below) shall not be
liable to the Partnership, the General Partner, the limited partners, or any of
its or their respective successors or assigns, for any act, omission, conduct,
or activity undertaken by or on behalf of the Partnership, which the Trading
Advisor determines, in good faith to be in the best interests of the
Partnership, unless such act, omission, conduct, or activity constituted
misconduct or negligence.

     (b) The Partnership shall indemnify, defend and hold harmless the Trading
Advisor and its affiliates 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, conduct, or activity undertaken by the
Trading Advisor or its affiliates on behalf of the Partnership, including,
without limitation, any demands, claims, or lawsuits initiated by a limited
partner of the Partnership (or assignee thereof), provided, that (i) the Trading
Advisor has determined, in good faith, that the act, omission, conduct, or
activity giving rise to the claim for indemnification was in the best interests
of the Partnership, and (ii) the act, omission, conduct, or activity that was
the


                                  Exh. 10.01-7
<PAGE>


basis for such loss, liability, damage, cost, or expense was not the result of
misconduct or negligence. Notwithstanding anything to the contrary contained in
the foregoing, neither the Trading Advisor nor any of its affiliates shall be
indemnified by the Partnership for any losses, liabilities, or expenses arising
from or out of an alleged violation of federal or state securities laws unless
(A) there has been a successful adjudication on the merits of each count
involving alleged securities law violations as to the particular indemnitee, or
(B) such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the particular indemnitee, or (C) a court of
competent jurisdiction approves a settlement of the claims against the
particular indemnitee and finds that indemnification of the settlement and
related costs should be made, provided, with regard to such court approval, the
indemnitee must apprise the court of the position of the SEC, and the positions
of the respective securities administrators of Massachusetts, Missouri,
Tennessee, and/or those other states and jurisdictions in which the plaintiffs
claim they were offered or sold Units, with respect to indemnification for
securities laws violations before seeking court approval for indemnification.
Furthermore, in any action or proceeding brought by a limited partner in the
right of the Partnership to which the Trading Advisor or any affiliate thereof
is a party defendant, any such person shall be indemnified only to the extent
and subject to the conditions specified in this Section 8. The Partnership shall
make advances to the Trading Advisor or its affiliates hereunder only if: (1)
the demand, claim, lawsuit, or legal action relates to the performance of duties
or services by such persons to the Partnership; (2) such demand, claim, lawsuit,
or legal action is not initiated by a Limited Partner; and (3) such advances are
repaid, with interest at the legal rate under Delaware law, if the person
receiving such advance is ultimately found not to be entitled to indemnification
hereunder.

     (c) The Trading Advisor shall indemnify, defend and hold harmless the
Partnership, the General Partner, and each of their affiliates from and against
any liabilities, losses, claims, damages, costs and expenses (including
attorneys' and accountants' fees and expenses incurred in the defense of any
demands, claims, or lawsuits) actually and reasonably incurred as a result any
act, omission, conduct or activity of the Trading Advisor or its affiliates ,
provided that the act, omission, conduct, or activity giving rise to the claim
for indemnification was the result of such person's bad faith, misconduct or
negligence.

     (d) The indemnities provided in this Section 8 by the Partnership to the
Trading Advisor and its affiliates shall be inapplicable in the event of any
liabilities, losses, claims, damages or expenses arising out of, or based upon,
any material breach of any representation, warranty, covenant, or agreement of
the Trading Advisor contained in this Agreement to the extent caused by such
event. Likewise, the indemnities provided in this Section 8 by the Trading
Advisor to the General Partner and the Partnership and any of their affiliates
shall be inapplicable in the event of any liabilities, losses, claims, damages
or expenses arising out of, or based upon, any material breach of any
representation, warranty, covenant, or agreement of the Partnership or the
General Partner, as applicable, contained in this Agreement to the extent caused
by such event. The indemnifying party will not be liable for any settlement
effected without the indemnifying party's express written consent.

     (e) As used in this Section 8, the term "affiliate" of an entity shall
mean: (i) any natural person, partnership, corporation, association, or other
legal entity directly or indirectly owning, controlling, or holding with power
to vote 10% or more of the outstanding voting securities of such entity; (ii)
any partnership, corporation, association, or other legal entity 10% or more of
whose outstanding voting securities are directly or indirectly owned,
controlled,


                                  Exh. 10.01-8
<PAGE>


or held with power to vote by such entity; (iii) any natural person,
partnership, corporation, association, or other legal entity directly or
indirectly controlling, controlled by, or under common control with, such
entity; or (iv) any officer , director, or partner of such entity.
Notwithstanding the foregoing, "affiliates" of the Trading Advisor for purposes
of this Section 8 shall include only those persons acting on behalf of the
Trading Advisor within the scope of the authority of the Trading Advisor, as set
forth in this Agreement, who perform services for the Partnership.

     9. Right to Advise Others and Uniformity of Acts and Practices.
        -----------------------------------------------------------

     (a) The Trading Advisor is engaged in the business of advising persons as
to the purchase and sale of futures interests. During the term of this
Agreement, the Trading Advisor, its principals and affiliates, will be advising
other persons (including affiliates) and trading for their own accounts.
However, under no circumstances shall the Trading Advisor by any act or omission
favor any account advised or managed by the Trading Advisor (which employs the
same trading strategy as the Partnership) over the account of the Partnership in
any way or manner (other than by charging different management and/or incentive
fees or employing different leverage). The Trading Advisor agrees to treat the
Partnership in a fiduciary capacity to the extent recognized by applicable law,
but, subject to that standard, the Trading Advisor or any of its principals or
affiliates shall be free to advise and manage accounts for other persons and
shall be free to trade on the basis of the same trading systems, methods, or
strategies employed by the Trading Advisor for the account of the Partnership,
or trading systems, methods, or strategies which are entirely independent of, or
materially different from, those employed for the account of the Partnership,
and shall be free to compete for the same futures interests as the Partnership
or to take positions opposite to the Partnership, where such actions do not
knowingly or deliberately prefer any of such accounts over the account of the
Partnership.

     (b) The Trading Advisor shall not be restricted as to the number or nature
of its clients, except that: (i) so long as the Trading Advisor acts as a
trading advisor for the Partnership, neither the Trading Advisor nor any of its
principals or affiliates shall hold knowingly any position or control any other
account which would cause the Partnership, the Trading Advisor, or the
principals or affiliates of the Trading Advisor to be in violation of the
Commodity Exchange Act or any regulations promulgated thereunder, any applicable
rule or regulation of the CFTC or any other regulatory body, exchange, or board;
and (ii) neither the Trading Advisor nor any of its principals or affiliates
shall render trading advice to any other individual or entity or otherwise
engage in activity which shall knowingly cause positions in futures interests to
be attributed to the Trading Advisor under the rules or regulations of the CFTC
or any other regulatory body, exchange, or board so as to require the
significant modification of positions taken or intended for the account of the
Partnership; provided that the Trading Advisor may modify its trading programs,
systems, methods or strategies to accommodate the trading of additional funds or
accounts. If applicable speculative position limits are exceeded by the Trading
Advisor in the opinion of (i) independent counsel (who shall be other than
counsel to the Partnership), (ii) the CFTC, or (iii) any other regulatory body,
exchange, or board, the Trading Advisor and its principals and affiliates shall
promptly liquidate positions in all of their accounts, including the
Partnership's account, as to which positions are attributed to the Trading
Advisor, fairly and equitably in light of each accounts trading strategies to
the extent necessary to comply with the applicable position limits.


                                  Exh. 10.01-9
<PAGE>


     10. Representations, Warranties, and Covenants of the Trading Advisor.
         -----------------------------------------------------------------

     (a) Representations and Warranties of the Trading Advisor. The Trading
Advisor with respect to itself and each of its principals represents and
warrants to and agrees with the General Partner and the Partnership as follows:

          (i) It will exercise good faith and due care in trading on behalf of
     the Partnership pursuant to the trading programs described in the
     Prospectus or any other trading programs agreed to by the General Partner.

          (ii) All information furnished or to be furnished in writing to the
     General Partner by the Trading Advisor relating to the Trading Advisor or
     its trading is or will be accurate and complete in all material respects.

          (iii) The Trading Advisor shall follow, at all times, the Trading
     Policies of the Partnership (as described in the Prospectus and as set
     forth in Exhibit A hereto) and as amended from time to time with the
     consent of the Trading Advisor, which consent shall not be unreasonably
     withheld.

          (iv) The Trading Advisor shall trade the Partnership's Net Assets only
     in futures contracts traded on U.S. contract markets, and futures contracts
     traded on non-U.S. exchanges which are permitted under the Commodity
     Exchange Act for trading in the U.S. by U.S. persons.

          (v) The Trading Advisor is a corporation duly organized, validly
     existing and in good standing as a corporation under the laws of the State
     of Delaware and is qualified to do business as a foreign corporation and in
     good standing in the State of New York and in each other jurisdiction in
     which the nature or conduct of its business requires such qualification and
     the failure to so qualify would materially adversely affect the Trading
     Advisor's ability to perform its duties under this Agreement. The Trading
     Advisor has full corporate power and authority to perform its obligations
     under this Agreement, and as described in the Registration Statement and
     Prospectus. The only principals (as defined in Rule 4.10(e) under the
     CEAct) of the Trading Advisor are those set forth in the Prospectus (the
     "Trading Advisor Principals").

          (vi) All references to the Trading Advisor and each Trading Advisor
     Principal, including the Trading Advisor's trading programs and systems,
     and performance, in the Registration Statement and the Prospectus, and in
     the supplemental selling material which has been approved in writing by the
     Trading Advisor are accurate and complete in all material respects. With
     respect to the information relating to the Trading Advisor and each Trading
     Advisor Principal, including the Trading Advisor's and the Trading Advisor
     Principals' trading programs and systems, and performance information, as
     applicable, (i) the Registration Statement and Prospectus contain all
     statements and information required to be included therein under the CEAct,
     (ii) the Registration Statement as of its effective date will not contain
     any misleading or untrue statement of a material fact or omit to state a
     material fact which is required to be stated therein or necessary to make
     the statements therein not misleading and (iii) the Prospectus at its date
     of issue and as of each closing will not contain any untrue statement of a
     material fact or omit to state a material fact necessary to make the
     statements therein, in light of the circumstances under which such
     statements were made, not misleading.


                                 Exh. 10.01-10
<PAGE>


          (vii) This Agreement has been duly and validly authorized, executed
     and delivered on behalf of the Trading Advisor and is a valid and binding
     agreement of the Trading Advisor enforceable in accordance with its terms.

          (viii) Each of the Trading Advisor and each "principal" of the Trading
     Advisor, as defined in Rule 3.1 under the CEAct, has all federal and state
     governmental, regulatory, self-regulatory and exchange licenses,
     memberships and approvals and has effected all filings and registrations
     with federal and state governmental and regulatory and self-regulatory
     organizations required to conduct its or his business and to act as
     described in the Registration Statement and Prospectus or required to
     perform its or his obligations under this Agreement. The Trading Advisor is
     registered as a commodity trading advisor under the CEAct and is a member
     of the NFA in such capacity.

          (ix) The execution and delivery of this Agreement, the incurrence of
     the obligations set forth herein, the consummation of the transactions
     contemplated herein and in the Prospectus will not violate, or constitute a
     breach of, or default under, the certificate of incorporation or bylaws of
     the Trading Advisor or any agreement or instrument by which it is bound or
     of any order, rule, law or regulation binding on it of any court ,
     governmental body , administrative agency , panel or self-regulatory
     organization having jurisdiction over it.

          (x) Since the respective dates as of which information is given in the
     Registration Statement and the Prospectus, there has not been any material
     adverse change in the condition, financial or otherwise, business or
     prospects of the Trading Advisor or any Trading Advisor Principal.

          (xi) Except as set forth in the Registration Statement or Prospectus,
     there has not been in the five years preceding the date of the Prospectus
     and there is not pending, or to the best of the Trading Advisor's knowledge
     threatened, any action, suit or proceeding before or by any court ,
     governmental body, or any administrative, self-regulatory organization to
     which the Trading Advisor or any Trading Advisor Principal is or was a
     party, or to which any of the assets of the Trading Advisor or any Trading
     Advisor Principal is or was subject and which resulted in or might
     reasonably be expected to result in any material adverse change in the
     condition, financial or otherwise, business or prospects of the Trading
     Advisor or which would be material to an investor's decision to invest in
     the Partnership. Neither the Trading Advisor nor any Trading Advisor
     Principal has received any notice of an investigation by the NFA or the
     CFTC regarding noncompliance by the Trading Advisor or any of the Trading
     Advisor Principals with the CEAct, CFTC rules or rules of the NFA.

          (xii) Neither the Trading Advisor nor any Trading Advisor Principal
     has received, or is entitled to receive, directly or indirectly, any
     commission, finder's fee, similar fee, or rebate from any person in
     connection with the organization or operation of the Partnership, other
     than as described in the Prospectus.

          (xiii) The actual performance of each discretionary account of a
     client directed by the Trading Advisor and the Trading Advisor Principals
     since at least the later of (i) the date of commencement of trading for
     each such account or (ii) a date five years prior to the date of the
     Prospectus, is disclosed in the Prospectus (other than such discretionary
     accounts the performance of which are exempt from CEAct disclosure
     requirements); all of the information


                                 Exh. 10.01-11
<PAGE>


     regarding the actual performance of the accounts of the Trading Advisor and
     the Trading Advisor Principals set forth in the Prospectus is complete and
     accurate in all material respects and is in accordance with and in
     compliance with the disclosure requirements under the CFTC rules and the
     rules of the NFA.

     (b) Covenants of the Trading Advisor. The Trading Advisor covenants and
agrees that:

          (i) The Trading Advisor shall use its best efforts to maintain all
     registrations and memberships necessary for the Trading Advisor to continue
     to act as described herein and to at all times comply in all material
     respects with all applicable laws, rules, and regulations, to the extent
     that the failure to so comply would have a materially adverse effect on the
     Trading Advisor's ability to act as described herein.

          (ii) The Trading Advisor shall inform the General Partner immediately
     in the event that the Trading Advisor or any of its principals described in
     the Prospectus becomes the subject of any investigation, claim, or
     proceeding of any exchange, commission, court or regulatory authority or
     becomes a named party to any litigation materially affecting the business
     of the Trading Advisor. The Trading Advisor shall also inform the General
     Partner immediately if the Trading Advisor or any of its officers becomes
     aware of any breach of this Agreement by the Trading Advisor.

          (iii) The Trading Advisor agrees reasonably to cooperate by providing
     information regarding itself and its performance in the preparation of any
     amendments or supplements to the Registration Statement and the Prospectus.

          (iv) The Trading Advisor agrees to participate, to the extent that the
     General Partner may reasonably request, in "road shows" and other
     promotional activities relating to the marketing of the Units, provided
     that such participation shall not in the reasonable judgment of the Trading
     Advisor require the registration of the Trading Advisor or any of its
     principals or agents as a broker-dealer or salesman or interfere materially
     with the trading activities of the Trading Advisor. The Trading Advisor
     shall pay the costs of its reasonably requested participation in such road
     shows.

     11. Representations, Warranties, and Covenants of the General Partner and
the Partnership.

     (a) Representations and Warranties of the Partnership and the General
Partner. The General Partner and the Partnership represent and warrant to the
Trading Advisor, as follows:

          (i) The Partnership has provided to the Trading Advisor, and filed
     with the SEC, the Registration Statement and has filed copies thereof with:
     (i) the CFTC under the CEAct (ii) the NASD pursuant to its Conduct Rules;
     and (iii) the NFA in accordance with NFA Compliance Rule 2-13. The
     Partnership will not file any amendment to the Registration Statement or
     any amendment or supplement to the Prospectus unless the Trading Advisor
     has received reasonable


                                 Exh. 10.01-12
<PAGE>


prior notice of and a copy of such amendments or supplements and has not
reasonably objected thereto in writing.

          (ii) The Limited Partnership Agreement provides for the subscription
     for and sale of the Units; all action required under applicable law to be
     taken by the General Partner and the Partnership as a condition to the sale
     of the Units to qualified subscribers therefor has been, or prior to each
     monthly closing (as described in the Prospectus) will have been taken; and,
     upon payment of the consideration therefor specified in each accepted
     Subscription and Exchange Agreement and Power of Attorney in such form as
     attached to the Prospectus, the Units will constitute valid limited
     partnership interests in the Partnership.

          (iii) The Partnership is a limited partnership duly organized pursuant
     to the Certificate of Limited Partnership, the Limited Partnership
     Agreement and the Delaware Revised Uniform Limited Partnership Act
     ("DRULPA") and is validly existing under the laws of the State of Delaware
     with full power and authority to engage in the trading of futures interests
     and to engage in its other contemplated activities as described in the
     Prospectus; the Partnership has received a certificate of authority to do
     business in the State of New York as provided by Article 8-A of the New
     York Revised Limited Partnership Act and is qualified to do business in
     each jurisdiction in which the nature or conduct of its business requires
     such qualification and where failure to be so qualified could materially
     adversely affect the Partnership's ability to perform its obligations
     hereunder.

          (iv) The General Partner is duly organized and validly existing and in
     good standing as a corporation under the laws of the State of Delaware and
     in good standing and qualified to do business as a foreign corporation
     under the laws of the State of New York and is qualified to do business and
     is in good standing as a foreign corporation in each jurisdiction in which
     the nature or conduct of its business requires such qualification and where
     the failure to be so qualified could materially adversely affect the
     General Partner's ability to perform its obligations hereunder.

          (v) The Partnership and the General Partner have full partnership or
     corporate power and authority under applicable law to conduct their
     business and to perform their respective obligations under this Agreement.

          (vi) The Registration Statement and Prospectus contain all statements
     and information required to be included therein by the CEAct. The
     Registration Statement and Prospectus comply in all material respects with
     the requirements of the Securities Act, the rules and regulations
     promulgated thereunder (the "SEC Regulations"), the rules of the NFA and
     the CEAct. The Registration Statement as of its effective date did not
     contain any misleading or untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading. The Prospectus as of its date of
     issue and at each Monthly Closing did not and will not contain any
     misleading or untrue statement of a material fact or omit to state a
     material fact necessary to make the statements therein, in light of the
     circumstances under which such statements were made, not misleading. The
     supplemental selling material, when read in conjunction with the
     Prospectus, will not contain any untrue statement of a material fact or
     omit to state a material fact necessary to make the statements therein, in
     light of the circumstances under which such statements were made, not
     misleading. The supplemental selling material will comply with the CEAct
     and the regulations and rules of


                                 Exh. 10.01-13
<PAGE>


     the NFA and NASD. The representations and warranties in this clause (vi)
     shall not, however, apply to any statement or omission in the Registration
     Statement, Prospectus or supplemental selling material specifically
     relating to the Trading Advisor, or its Trading Advisor Principals or its
     trading programs or made in reliance upon and in conformity with
     information furnished by the Trading Advisor.

          (vii) Since the respective dates as of which information is given in
     the Registration Statement and the Prospectus, there has not been any
     material adverse change in the condition, financial or otherwise, business
     or prospects of the General Partner or the Partnership, whether or not
     arising in the ordinary course of business.

          (viii) This Agreement has been duly and validly authorized, executed
     and delivered by the General Partner for itself and on behalf of the
     Partnership and constitutes a valid, binding and enforceable agreement of
     the Partnership and the General Partner in accordance with its terms.

          (ix) The execution and delivery of this Agreement, the incurrence of
     the obligations set forth herein and the consummation of the transactions
     contemplated herein and in the Registration Statement and Prospectus will
     not violate, or constitute a breach of, or default under, the General
     Partner's certificate of incorporation, bylaws, the Certificate of Limited
     Partnership of the Partnership, or the Limited Partnership Agreement of the
     Partnership or any agreement or instrument by which either the General
     Partner or the Partnership, as the case may be, is bound or any order,
     rule, law or regulation applicable to the General Partner or the
     Partnership of any court or any governmental body or administrative agency
     or panel or self-regulatory organization having jurisdiction over the
     General Partner or the Partnership.

          (x) Except as set forth in the Registration Statement or Prospectus,
     there has not been in the five years preceding the date of the Prospectus
     and there is not pending or, to the best of the General Partner's
     knowledge, threatened, any action, suit or proceeding at law or in equity
     before or by any court or by any federal, state, municipal or other
     governmental body or any administrative or self-regulatory organization to
     which the General Partner or the Partnership is or was a party, or to which
     any of the assets of the General Partner or the Partnership is or was
     subject and which resulted in or might reasonably be expected to result in
     any materially adverse change in the condition, financial or otherwise, of
     the General Partner or the Partnership or which is required under the
     Securities Act or the CEAct to be disclosed in the Prospectus; and neither
     the General Partner nor any of the principals of the General Partner, as
     "principals" is defined under Rule 4.10 under the CEAct ("General Partner
     Principals") has received any notice of an investigation by the NFA, NASD,
     SEC or CFTC regarding non-compliance by the General Partner or the General
     Partner Principals or the Partnership with the Securities Act or the CEAct
     or NFA rules which is required under the Securities Act or the CEAct to be
     disclosed in the Prospectus.

          (xi) The General Partner and each principal of the General Partner, as
     defined in Rule 3.1 under the CEAct, have all federal and state
     governmental, regulatory and self-regulatory approvals , licenses and
     memberships, and have effected all filings and registrations with federal
     and state and foreign governmental agencies in order for the General
     Partner to conduct its business and to act as described in the Registration
     Statement and Prospectus or required to perform its obligations under this
     Agreement (including, without limitation,


                                 Exh. 10.01-14
<PAGE>


     registration as a commodity pool operator under the CEAct and membership in
     the NFA as a commodity pool operator) and will maintain all such required
     approvals, licenses, filings, and registrations for the term of this
     Agreement. The General Partner's principals identified in the Registration
     Statement are all of the General Partner Principals.

     (b) Covenants of the General Partner and the Partnership. The General
Partner covenants and agrees that:

          (i) The General Partner shall use its best efforts to maintain all
     registrations and memberships necessary for the General Partner to continue
     to act as described herein and in the Prospectus and to at all times comply
     in all material respects with all applicable laws, rules, and regulations,
     to the extent that the failure to so comply would have a materially adverse
     effect on the General Partner's ability to act as described herein and in
     the Prospectus.

          (ii) The General Partner shall inform the Trading Advisor immediately
     in the event that the General Partner or any of its principals described in
     the Prospectus becomes the subject of any investigation, claim, or
     proceeding of any exchange, commission, court or regulatory authority or
     becomes a named party to any litigation materially affecting the business
     of the General Partner. The General Partner shall also inform the Trading
     Advisor immediately if the General Partner or any of its officers become
     aware of any breach of this Agreement by the General Partner.

          (iii) The Partnership will furnish to the Trading Advisor copies of
     the Registration Statement, the Prospectus, and all amendments and
     supplements thereto, in each case as soon as available.

     12.  Merger or Transfer of Assets of Trading Advisor.
          -----------------------------------------------

     The Trading Advisor may merge or consolidate with, or sell or otherwise
transfer its advisory business, or all or a substantial portion of its assets,
any portion of its trading systems or methods, or its goodwill, to any entity
that is directly or indirectly controlled by, controlling, or under common
control with, the Trading Advisor, provided that such entity expressly assumes
all obligations of the Trading Advisor under this Agreement and agrees to
continue to operate the business of the Trading Advisor, substantially as such
business is being conducted on the date hereof.

     13. 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.

     14. Assignment.
         ----------

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


                                 Exh. 10.01-15
<PAGE>


     15. Amendment.
         ---------

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

     16. Severability.
         ------------

     The invalidity or unenforceability of any provision of this Agreement or
any covenant herein contained shall not affect the validity or enforceability of
any other provision or covenant hereof or herein contained and any such invalid
provision or covenant shall be deemed to be severable.

     17. Closing Certificates and Opinions.
         ---------------------------------

     (a) The Trading Advisor shall, at the request of the General Partner at any
monthly closing, provide the following:

          (i) To DWR, the General Partner and the Partnership a certificate,
     dated the date of any such closing and in form and substance satisfactory
     to such parties, to the effect that:

               (A) The representations and warranties by the Trading Advisor in
          this Agreement are true, accurate, and a complete on and as of the
          date of the closing, as if made on the date of the closing.

               (B) The Trading Advisor has performed all of its obligations and
          satisfied all of the conditions on its part to be performed or
          satisfied under this Agreement, at or prior to the date of such
          closing.

          (ii) To DWR, the General Partner and the Partnership an opinion of
     counsel to the Trading Advisor, in form and substance satisfactory to such
     parties, to the effect that:

               (A) The Trading Advisor is a corporation duly organized and
          validly existing under the laws of the State of Delaware and is
          qualified to do business and in good standing in the State of New York
          and in each other jurisdiction in which the nature or conduct of its
          business requires such qualification and the failure to be duly
          qualified would materially adversely affect the Trading Advisor's
          ability to perform its obligations under this Agreement. The Trading
          Advisor has full corporate power and authority to conduct its business
          as described in the Registration Statement and Prospectus and to
          perform its obligations under this Agreement.

               (B) The Trading Advisor (including the Trading Advisor
          Principals) has all governmental, regulatory, and self-regulatory
          registrations and memberships required by law, and the Trading Advisor
          (including the Trading Advisor Principals) has received or made all
          filings and registrations necessary to perform its obligations under
          this Agreement and to conduct its business as described in the
          Registration Statement and Prospectus, except for such licenses,
          memberships, filings and registrations, the absence of which would not
          have a material adverse effect on its ability to act as described in
          the Registration Statement and Prospectus or to


                                 Exh. 10.01-16
<PAGE>


          perform its obligations under this Agreement, and, to the best of such
          counsel's knowledge, after due investigation, none of such, licenses,
          memberships or registrations have been rescinded, revoked or
          suspended.

               (C) This Agreement has been duly authorized, executed and
          delivered by or on behalf of the Trading Advisor and constitutes a
          valid and binding agreement of the Trading Advisor enforceable in
          accordance with its terms, subject only to bankruptcy, insolvency,
          reorganization, moratorium or similar laws at the time in effect
          affecting the enforceability generally of rights of creditors and by
          general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law), and
          except as enforceability of the indemnification, exculpation, and
          contribution provisions contained in this Agreement may be limited by
          applicable law or public policy and the enforcement of specific terms
          or remedies may be unavailable.

               (D) Based upon due inquiry of certain officers of the Trading
          Advisor, to such counsel's knowledge, except as disclosed in the
          Prospectus, there are no actions, suits or proceedings at law or in
          equity pending or threatened before or by any court, governmental
          body, administrative agency, panel or self- regulatory organization,
          nor have there been any such actions, suits or proceedings within the
          five years preceding the date of the Prospectus against the Trading
          Advisor or any Trading Advisor Principal which are required to be
          disclosed in the Registration Statement or Prospectus.

               (E) The execution and delivery of this Agreement, the incurrence
          of the obligations herein set forth and the consummation of the
          transactions contemplated herein and in the Prospectus will not be in
          contravention of any of the provisions of the certificate of
          incorporation or bylaws of the Trading Advisor and, based upon due
          inquiry of certain officers of the Trading Advisor, to such counsel's
          knowledge, will not constitute a breach of, or default under, or a
          violation of any instrument or agreement known to such counsel by
          which the Trading Advisor is bound and will not violate any order,
          law, rule or regulation applicable to the Trading Advisor of any court
          or any governmental body or administrative agency or panel or
          self-regulatory organization having jurisdiction over the Trading
          Advisor.

               (F) Based upon reliance of certain SEC "no-action" letters, the
          performance by the Trading Advisor of the transactions contemplated by
          this Agreement and as described in the Prospectus will not require the
          Trading Advisor to be registered as an "investment adviser" as that
          term is defined in the Investment Advisers Act of 1940, as amended.

               (G) Nothing has come to such counsel's attention that would lead
          them to believe that, (A) the Registration Statement at the time it
          became effective, insofar as the Trading Advisor and the Trading
          Advisor Principals are concerned, contained any untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary to make the statements therein not
          misleading, or (B) the Prospectus at the time it was issued or at the
          closing contained an untrue statement of a material fact or omitted to
          state a material fact necessary in order to make the statements
          therein relating to the Trading Advisor or the Trading Advisor
          Principals, in light of the circumstances under which they were made,
          not misleading; provided, however, that such counsel need express no
          opinion or belief as to the performance data and notes or descriptions
          thereto set forth in the Registration Statement and Prospectus, except
          that such counsel shall opine, without rendering any opinion as to the
          accuracy of the


                                 Exh. 10.01-17
<PAGE>


          information in such tables, that the actual performance tables of the
          Trading Advisor set forth in the Prospectus comply as to form in all
          material respects with applicable CFTC rules and all CFTC and NFA
          interpretations thereof, except as disclosed in the Prospectus or as
          otherwise permitted by the CFTC staff.

     In giving the foregoing opinion, counsel may rely on information obtained
from public officials, officers of the Trading Advisor, and other sources
believed by it to be responsible and may assume that signatures on all documents
examined by it are genuine.

          (iii) To DWR, the General Partner and the Partnership, a report dated
     the date of the closing which shall present, for the period from the date
     after the last day covered by the historical performance capsules in the
     Prospectus to the latest practicable day before closing, updated
     performance information which shall certify that such figures are, to the
     best of such Trading Advisor's knowledge, accurate in all material
     respects.

     (b) The General Partner shall, if a similar request is made of the Trading
Advisor at any monthly closing, provide the following:

          (i) To the Trading Advisor a certificate, dated the date of such
     closing and in form and substance satisfactory to the Trading Advisor, to
     the effect that:

               (A) The representations and warranties by the Partnership and the
          General Partner in this Agreement are true, accurate, and complete on
          and as of the date of the closing as if made on the date of the
          closing.

               (B) No stop order suspending the effectiveness of the
          Registration Statement has been issued by the SEC and no proceedings
          for that purpose have been instituted or are pending or, to the
          knowledge of the General Partner, are contemplated or threatened under
          the Securities Act. No order preventing or suspending the use of the
          Prospectus has been issued by the SEC, NASD, CFTC, or NFA and no
          proceedings for that purpose have been instituted or are pending or,
          to the knowledge of the General Partner, are contemplated or
          threatened under the Securities Act or the CEAct.

               (C) The Partnership and the General Partner have performed all of
          their obligations and satisfied all of the conditions on their part to
          be performed or satisfied under this Agreement at or prior to the date
          of the closing.

          (ii) Cadwalader, Wickersham & Taft, counsel to the General Partner and
     the Partnership, shall deliver its opinion to the parties hereto in form
     and substance satisfactory to the parties hereto, to the effect that:

               (A) The Partnership is a limited partnership validly existing and
          in good standing under the laws of the State of Delaware with limited
          partnership power to enter into and perform its obligations under this
          Agreement.


                                 Exh. 10.01-18
<PAGE>


               (B) The General Partner is a corporation validly existing and in
          good standing under the laws of the State of Delaware with corporate
          power to enter into and to perform its obligations under this
          Agreement.

               (C) This Agreement has been duly authorized, executed and
          delivered by the General Partner on behalf of the Partnership, and
          constitutes a legal, valid and binding agreement of the General
          Partner and the Partnership, enforceable against the General Partner
          and the Partnership in accordance with its terms, subject to
          applicable bankruptcy, insolvency, fraudulent conveyance,
          reorganization, moratorium, receivership or other laws relating to or
          affecting creditors' rights generally , and to, general principals of
          equity (regardless of whether such enforceability is sought in a
          proceeding at law or in equity), and except that the enforcement of
          rights with respect to indemnification and contribution obligations
          and provisions relating to submission to jurisdiction, venue, or
          service of process, may be limited by applicable law or considerations
          of public policy.

               (D) The execution and delivery by the General Partner on behalf
          of the Partnership of this Agreement, and the performance by the
          General Partner and the Partnership of their respective obligations
          hereunder (a) do not require any governmental approval to be obtained
          on the part of the General Partner and the Partnership, except those
          that have been obtained and, to such counsel's knowledge , are in
          effect, (b) do not result in a violation of any provision of the
          General Partner's certificate of incorporation or bylaws, the
          Certificate of Limited Partnership of the Partnership, and the Limited
          Partnership Agreement of the Partnership or any applicable laws
          applicable to the General Partner and the Partnership, and (c) do not
          breach or result in a violation of, or default under any judgment,
          decree or order known to such counsel which is applicable to the
          General Partner and the Partnership and, pursuant to any applicable
          laws, is issued by any governmental authority having jurisdiction over
          the General Partner and the Partnership or their properties.

               (E) To such counsel's knowledge, there is no legal or
          governmental action, investigation or proceeding pending or threatened
          against the General Partner or the Partnership (a) asserting the
          invalidity of this Agreement, (b) seeking to prevent the consummation
          of any of the transactions provided for in this Agreement, or (c)
          which would materially and adversely affect the ability of the General
          Partner or the Partnership to perform their obligations under, or the
          validity or enforceability (with respect to the General Partner or the
          Partnership) of, this Agreement. For purposes of the opinion set forth
          in this paragraph, such counsel need not regard any legal or
          governmental actions, investigations or proceedings to be "threatened"
          unless the potential litigant or Governmental Authority has
          communicated in writing to the General Partner a present intention to
          initiate such actions, investigations or proceedings against the
          General Partner or the Partnership.

               (F) The Registration Statement is effective under the Securities
          Act and, to the best of such counsel's knowledge, no proceedings for a
          stop order are pending or threatened under Section 8(d) of the
          Securities Act or any similar state securities laws.

               (G) At the time the Registration Statement became effective, the
          Registration Statement, and at the time the Prospectus was issued and
          as of the closing, the Prospectus, complied as to form in all material
          respects with the requirements of the Securities Act, the Securities
          Regulations, the CEAct and the regulations of the NFA and NASD.


                                 Exh. 10.01-19
<PAGE>


               (H) Nothing has come to such counsel's attention that would lead
          them to believe that the Registration Statement at the time it became
          effective contained any untrue statement of a material fact or omitted
          to state a material fact required to be stated therein or necessary to
          make the statements therein not misleading, or that the Prospectus at
          the time it was issued or at the closing contained an untrue statement
          of a material fact or omitted to state a material fact necessary to
          make the statements therein, in light of the circumstances under which
          they where made, not misleading; provided, however, that such counsel
          need express no opinion or belief (a) as to information in the
          Registration Statement or the Prospectus regarding any Trading Advisor
          or its principals, or (b) as to the financial statements, notes
          thereto and other financial or statistical data set forth in the
          Registration Statement and Prospectus, or (c) as to the performance
          data and notes or descriptions thereto set forth in the Registration
          Statement and Prospectus.

               (I) Based upon reliance on certain SEC "no-action" letters, as of
          the closing, the Partnership need not register as an "investment
          company" under the Investment Company Act of 1940, as amended.

     In rendering its opinion, such counsel may rely on information obtained
from public officials, officers of the General Partner and other sources
believed by it to be responsible and may assume that signatures on all documents
examined by it are genuine, and that a Subscription and Exchange Agreement and
Power of Attorney in the form attached to the Prospectus has been duly
authorized, completed, dated, executed, and delivered and funds representing the
full subscription price for the Units purchased have been delivered by each
purchaser of Units in accordance with the requirements set forth in the
Prospectus.

     18. Inconsistent Filings.
         --------------------

     The Trading Advisor agrees not to file, participate in the filing of, or
publish any description of the Trading Advisor, or of its respective principals
and affiliates or trading approaches that is materially inconsistent with those
in the Registration Statement and Prospectus, without so informing the General
Partner and furnishing to it copies of all such filings within a reasonable
period prior to the date of filing or publication.

     19. Disclosure Document.

     During the term of this Agreement, the Trading Advisor shall furnish to the
General Partner promptly copies of all disclosure documents filed with the CFTC
or NFA by the Trading Advisor . The General Partner acknowledges receipt of the
Trading Advisor's disclosure document dated December 1, 1997.

     20. Notices.
         -------

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


                                 Exh. 10.01-20
<PAGE>


                               if to the Partnership:

                       Morgan Stanley Dean Witter Spectrum Commodity L.P.
                       c/o Demeter Management  Corporation
                       Two World Trade Center
                       62nd Floor
                       New York, New York  10048
                       Attn: Robert E. Murray

                               if to the General Partner:

                       Demeter Management  Corporation
                       Two World Trade Center
                       62nd Floor
                       New York, New York 10048
                       Attn:  Robert E. Murray

                               if to the Trading Advisor:

                       Morgan Stanley Dean Witter Commodities Management, Inc.
                       1221 Avenue of the Americas
                       21st Floor
                       New York, New York 10020
                       Attn:  Wayne D. Peterson


     21. 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.

     22. Governing Law.
         -------------

     This Agreement shall be governed by, and construed in accordance with, the
law of the State of New York. 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.

     23. Remedies.
         --------

     In any action or proceeding arising out of any of the provisions of this
Agreement, the Trading Advisor agrees not to seek any prejudgment equitable or
ancillary relief. The Trading Advisor agrees that its sole remedy in any such
action or proceeding shall be to seek actual monetary damages for any breach of
this Agreement.


                                 Exh. 10.01-21
<PAGE>


     24. Headings.
         --------

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

     25. Counterparts.
         ------------

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

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

                                    MORGAN STANLEY DEAN WITTER
                                       SPECTRUM COMMODITY L.P.

                                    By: Demeter Management  Corporation
                                        General Partner

                                    By: /s/Robert E. Murray
                                        ----------------------------------------
                                        Robert E. Murray, President


                                    DEMETER MANAGEMENT CORPORATION


                                    By: /s/Robert E. Murray
                                        ----------------------------------------
                                        Robert E. Murray, President


                                    MORGAN STANLEY DEAN WITTER
                                       COMMODITIES MANAGEMENT, INC.

                                    By: /s/Wayne D. Peterson
                                        ----------------------------------------
                                        Wayne D. Peterson, President


                                 Exh. 10.01-22