EXHIBIT 10.02


                    AMENDED AND RESTATED CUSTOMER AGREEMENT


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


                              W I T N E S S E T H :


                  WHEREAS,  the Customer was organized pursuant to a Certificate
of  Limited  Partnership  filed in the office of the  Secretary  of State of the
State of Delaware on November 25, 1987,  as amended,  and a Limited  Partnership
Agreement dated as of November 25, 1987, and amended and restated as of June 30,
1995,   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, spread
or otherwise  acquire,  hold, or dispose of commodities  (including  currencies,
mortgage-backed  securities,   money  market  instruments,   obligations  of  or
guaranteed by the United States Government, and any other financial instruments,
securities,  stock, financial,  and economic indexes, and items which are now or
may hereafter be, the subject of futures contract  trading),  commodity  futures
contracts, forward contracts, foreign exchange commitments,  options on physical
commodities and on futures  contracts,  spot (cash)  commodities and currencies,
and any rights  pertaining  thereto  (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, and to engage in all activities incident thereto;

                  WHEREAS,  the  Customer  (which is a  commodity  pool) and the
General  Partner  (which is a registered  commodity  pool operator) have entered
into a management agreement (the "Management  Agreement") with a certain trading
advisor (the "Trading  Advisor"),  which  provides that the Trading  Advisor has
authority and responsibility,  except in certain limited  situations,  to direct
the  investment  and  reinvestment  of the  assets of the  Customer  in  futures
interests under the terms set forth in the Management Agreement;

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

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

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

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

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

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

                  3.       Obligations and Expenses.

                           (a)  Except  as  otherwise  set  forth  herein,   the
Customer,  and not DWR,  shall be  responsible  for all  taxes,  management  and
incentive  fees to the Trading  Advisor,  brokerage  commissions to DWR, and all
extraordinary  expenses incurred by it. In addition,  the Customer, and not DWR,
shall pay the charges of CFI for executing and clearing the  Customer's  futures
interests trades (as described in paragraph 5(b) below).

                           (b)   The    Customer    will   pay   its    ordinary
administrative  expenses,  subject to a cap of 0.25% per year of the  Customer's
average  Net  Assets  (based on Net  Assets as of the first day of each  month),
including  expenses  for  services  provided  by third  parties  selected by the
General Partner and reimbursement of all out-of-pocket expenses incurred by such
persons and by the General  Partner and its affiliates in providing  services to
the  Customer.  Such  expenses  shall  include  legal,   accounting,   auditing,
recordkeeping,   administration,  computer,  and  clerical  expenses  (including
expenses  incurred in preparing  reports and tax information to Limited Partners
and  regulatory   authorities  and  expenses  for   specialized   administrative
services), printing and duplication expenses, mailing expenses, and filing fees.
The General  Partner or its  affiliates  shall pay any  ordinary  administrative
expenses which exceed the cap.

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

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

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

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

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

                           (d)  Any  brokerage   commissions,   and  transaction
fees  and  costs  in  excess  of such  caps  shall be borne or paid by DWR or an
affiliate and shall not be reimbursed  by the Customer.  The foregoing  caps may
not be  increased  except as  permitted in the  Customer's  Limited  Partnership
Agreement, as amended from time to time.

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

                  7.  Investment of Customer  Funds.  The Customer shall deposit
its assets in accounts with DWR. The Customer's  assets  deposited with DWR will
be segregated or secured in accordance with the Commodity  Exchange Act and CFTC
regulations.  DWR will credit the Customer with interest  income at month-end as
if 80% of the Customer's average daily Net Assets for the month were invested at
the rate  earned by DWR on its U.S.  Treasury  Bill  investments  with  customer
segregated  funds.  All of such  funds  will be  available  for  margin  for the
Customer's trading.  For the purpose of such interest payments,  Net Assets will
not include  monies due to the Customer on or with respect to forward  contracts
and other futures interests but not actually received by it from banks, brokers,
dealers and other persons. The Customer understands that it will not receive any
other interest  income on its assets and that DWR will receive  interest  income
from CFI, as agreed from time to time by DWR and CFI, on the  Customer's  assets
deposited as margin with CFI. The Customer's funds will either be invested along
with other customer  segregated and secured funds of DWR or held in non-interest
bearing bank accounts.  The Customer's  assets held by DWR may be used solely as
margin for the Customer's trading.

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

                  8. Standard of Liability and  Indemnity.  Subject to Section 2
hereof,  DWR and its  affiliates  (as defined  below) shall not be liable to the
Customer,  the  General  Partner  or  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 Customer  pursuant to this Agreement which DWR
determines,  in good faith, to be in the best interests of the Customer,  unless
such act, omission,  conduct,  or activity by DWR or its affiliates  constituted
misconduct or negligence.

                  The Customer shall indemnify, defend and hold harmless DWR 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 DWR on behalf of the
Customer pursuant to this Agreement, including, without limitation, any demands,
claims  or  lawsuits  initiated  by a Limited  Partner  (or  assignee  thereof),
provided that (i) DWR 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 Customer, and (ii) the act, omission, conduct, or activity
that was the 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  DWR nor any of its  affiliates  shall be
indemnified  by the Customer 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  Customer  to  which  DWR  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 the Delaware Revised Uniform Limited Partnership
Act, as amended,  and this Section 8. The Customer shall make advances to DWR or
its  affiliates  hereunder  only if: (i) the demand,  claim,  lawsuit,  or legal
action  relates to the  performance of duties or services by such persons to the
Customer;  (ii) such demand, claim, lawsuit, or legal action is not initiated by
a Limited  Partner;  and (iii) 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.

                  DWR shall indemnify, defend and hold harmless the Customer and
its  successors  or assigns from and against any losses,  liabilities,  damages,
costs,  or expenses  (including in connection  with the defense or settlement of
claims;  provided DWR has approved such settlement)  incurred as a result of the
activities of DWR or its affiliates,  provided, further, that the act, omission,
conduct, or activity giving rise to the claim for indemnification was the result
of bad faith, misconduct or negligence.

                  The indemnities  provided in this Section 8 by the Customer to
DWR and its  affiliates  shall  be  inapplicable  in the  event  of any  losses,
liabilities,  damages,  costs,  or expenses  arising out of, or based upon,  any
material breach of any warranty, covenant, or agreement of DWR contained in this
Agreement  to the  extent  caused  by such  breach.  Likewise,  the  indemnities
provided in this Section 8 by DWR to the Customer and any of its  successors and
assigns shall be inapplicable in the event of any losses, liabilities,  damages,
costs,  or expenses  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 breach.

                  As used in this Section 8, the term  "affiliate"  of DWR 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 DWR;  (ii)  any
partnership,  corporation,  association,  or other  legal  entity 10% or more of
whose   outstanding   voting   securities  are  directly  or  indirectly  owned,
controlled,  or held  with  power  to vote by DWR;  (iii)  any  natural  person,
partnership,  corporation,  association,  or  other  legal  entity  directly  or
indirectly  controlling,  controlled by, or under common  control with,  DWR; or
(iv) any officer or director of DWR. Notwithstanding the foregoing, "affiliates"
for purposes of this Section 8 shall include only those persons acting on behalf
of DWR within the scope of the authority of DWR, as set forth in this Agreement.

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

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

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

                  12. Amendment. This Agreement may not be amended except by the
written  consent of the parties and provided such  amendment is consistent  with
the Limited Partnership Agreement.

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

                  if to the Customer:

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

                  if to DWR:

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

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

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

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

                  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 DIVERSIFIED FUTURES FUND L.P.

                                       By: Demeter Management Corporation,
                                             General Partner



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

                                       DEAN WITTER REYNOLDS INC.



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



<PAGE>


Futures Customer Agreement

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

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

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

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

4.       DELIVERY; OPTION EXERCISE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23.      GOVERNING LAW; CONSENT TO JURISDICTION -

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>

                                                                   

OPTIONAL ELECTIONS

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

ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                                --------------------------------

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

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

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

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

HEDGE ELECTION

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

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

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

     B.   Attempt  to  obtain   instructions   with   respect  to  the     [ ]
          disposition  of  all  open  contracts.  (IF  NEITHER  BOX IS
          CHECKED, CUSTOMER SHALL BE DEEMED TO ELECT A)

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

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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

 o    Risk Disclosure Statement for       o    Project A(TM) Customer
      Futures and Options (in the form         Information Statement
      prescribed by CFTC
      Regulation 1.55(c))
 o    LME Risk Warning Notice             o    Questions & Answers on Flexible
                                               Options Trading at the CBOT
 o    Dean Witter Order Presumption for   o    CME Average Pricing System
      After Hours Electronic Markets           Disclosure Statement
 o    NYMEX ACCESS(SM) Risk Disclosure    o    Special Notice to Foreign
      Statement                                Brokers and Foreign Traders
 o    Globex(R) Customer Information and
      Risk Disclosure Statement

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REQUIRED SIGNATURES

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

DEAN WITTER DIVERSIFIED FUTURES FUND L.P.
--------------------------------------------------------------------------------
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)