MANAGEMENT AGREEMENT

                  THIS  AGREEMENT,  made as of the 1st  day of  November,  1994,
among DEAN WITTER SPECTRUM  BALANCED L.P., a Delaware  limited  partnership (the
"Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General  Partner"),  and  RXR,  INC.,  a New  York  corporation  (the  "Trading
Manager").


                              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 May 27, 1994 (the "Limited Partnership
Agreement"),   to  engage  primarily  in  speculative   trading  of  commodities
(including  foreign  currencies,   mortgage-backed   securities,   money  market
instruments,  financial 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),  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  bills)  approved by the Commodity
Futures Trading Commission (the "CFTC") for investment of customer funds;

                  WHEREAS,   the   Partnership   intends   to  become  a  member
partnership  of the 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  will be 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 (No. 33-80146) (as amended from
time  to  time,  the  "Registration  Statement")  and a final  Prospectus  dated
September 15, 1994,  constituting  a part thereof (as amended and  supplemented,
the "Prospectus"), and thereafter, pursuant to which such Units can be exchanged
by a limited partner of a member partnership of the Fund Group at the end of any
month after he has been a limited  partner of a member  partnership  of the Fund
Group for six months for Units of other member partnerships of the Fund Group at
100% of the respective Net Asset Value thereof;

                  WHEREAS,  the Trading Manager 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 Manager to act as
a trading  manager for the  Partnership  and to make  investment  decisions with
respect to futures  interests for its allocated share of the  Partnership's  Net
Assets and the Trading Manager desires so to act; and

                  WHEREAS, the Partnership,  the General Partner and the Trading
Manager wish to enter into this Management  Agreement which, among other things,
sets forth  certain  terms and  conditions  upon which the Trading  Manager will
conduct a portion of the Partnership's futures interests trading;

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

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

                  (a) The Trading  Manager 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  systems,  methods,  and
strategies  (subject to the need,  in the  reasonable  discretion of the Trading
Manager,  to preserve the secrecy of  proprietary  information  concerning  such
systems,  methods,  and  strategies),  and  client  accounts  over  which it has
discretionary trading authority (other than the names of any such clients),  and
otherwise,  as the  Partnership  may  reasonably  require  (x) to be made in the
Partnership's  Prospectus  required by Section  4.21 of the  regulations  of the
CFTC, 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"), the National  Association of Securities  Dealers,  Inc.
(the  "NASD")  or any  other  regulatory  body,  exchange,  or  board;  and (ii)
otherwise to cooperate with the Partnership and the General Partner by providing
information regarding the Trading Manager in connection with the preparation and
filing of the Registration Statement and Prospectus, including any amendments or
supplements  thereto,  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.  As used 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
Manager.

                  (b) If,  while  Units  continue  to be offered  and sold,  the
Trading Manager becomes aware of any materially  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 materially untrue
or misleading statement or omission in the Registration  Statement or Prospectus
regarding  itself or any of its principals or affiliates,  such Trading  Manager
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 Manager 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.

                  2.       Duties of the Trading Manager.

                  (a)  Upon  the  commencement  of  trading  operations  by  the
Partnership,  the Trading  Manager hereby agrees to act as a Trading Manager for
the Partnership and, as such, shall have sole authority and  responsibility  for
directing  the  trading of the Net  Assets of the  Partnership  pursuant  to its
Balanced  Portfolio  Program at 2.0  standard  leverage  with no  reserve  asset
component (as agreed by the Trading  Manager and the  Partnership)  on the terms
and conditions and in accordance with the  prohibitions and trading policies set
forth in this Agreement or provided in writing to the Trading Manager; provided,
however,  that the General Partner may override the  instructions of the Trading
Manager to the extent  necessary (i) to comply with the trading  policies of the
Partnership  described  in writing to the Trading  Manager  and with  applicable
speculative  position limits,  (ii) to fund any distributions,  redemptions,  or
reapportionments  among other trading managers to the Partnership,  (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) or (iii) of the
preceding  sentence unless the Trading Manager fails to comply with a request of
the  General  Partner to make the  necessary  amount of funds  available  to the
Partnership  within five days of such request.  The Trading Manager shall not be
liable for the  consequences  of any decision by the General Partner to override
instructions  of the  Trading  Manager,  except to the extent  that the  Trading
Manager is in breach of this Agreement (as determined by the General  Partner in
good faith).  In performing  services to the Partnership the Trading Manager may
not  materially  alter the trading  program(s)  used by the  Trading  Manager in
trading its allocable share of the Partnership's Net Assets 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 traded shall
not be deemed a material alteration in the Trading Manager's trading program(s).

                  (b)      The Trading Manager shall:

                  (i)  Exercise  good  faith  and due  care in  trading  futures
         interests for the account of the  Partnership  in  accordance  with the
         prohibitions  and  trading  policies  of the  Partnership  provided  in
         writing to the Trading Manager and the trading  systems,  methods,  and
         strategies of the Trading  Manager  described in the  Prospectus,  with
         such  changes  and  additions  to  such  trading  systems,  methods  or
         strategies as the Trading Manager, 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 Partners and the Partnership,  provide the General Partner,
         within 30 days of a  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
         Manager using the trading  systems used by the Trading  Manager for the
         Partnership  over  a  specified  period  of  time.  In  providing  such
         information,  the Trading  Manager may take such steps as are necessary
         to  assure  the  confidentiality  of  the  Trading  Manager's  clients'
         identities.  The Trading  Manager  shall,  upon the  General  Partner's
         request,  consult with the General Partner concerning any discrepancies
         between the  performance of such other  accounts and the  Partnership's
         account.  The Trading Manager shall promptly inform the General Partner
         of any material  discrepancies  of which the Trading  Manager is aware.
         The General Partner  acknowledges that different trading  strategies or
         methods may be utilized for differing sizes of accounts,  accounts with
         different trading policies,  accounts with different leverage policies,
         accounts experiencing differing inflows or outflows of equity, accounts
         which  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  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  Manager  other than  proprietary  information
         (including,  without  limitation,  information  relating  to changes in
         control, personnel,  trading approach, or financial condition). Each of
         the General  Partner and the Partnership  acknowledge  that all trading
         instructions  made by the Trading Manager will be held in confidence by
         the General Partner and the Partnership, 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  Manager's
         open positions  maintained by the Trading Manager exceed the applicable
         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  Manager  or any of its
stockholders,  directors,  officers, or employees,  or any other person, if any,
who controls the Trading  Manager within the meaning of the Securities  Act. All
brokerage  fees  arising from  trading by the Trading  Manager  shall be for the
account of the Partnership.  The Trading Manager makes no  representations as to
whether its trading will produce profits or avoid losses.

                  (d)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  the Trading  Manager 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 Manager's
errors shall include,  but not be limited to, inputting improper trading signals
or communicating incorrect orders to DWR. However, the Trading Manager shall not
be  responsible  for errors  committed  or caused by DWR or by floor  brokers or
other FCM's. The Trading Manager shall have an affirmative  obligation  promptly
to notify the General  Partner of its own errors,  and the Trading Manager shall
use its best efforts to identify and promptly  notify the General Partner of any
order or trade which the Trading Manager reasonably believes was not executed in
accordance with its  instructions to DWR or such other commodity broker utilized
to execute orders for the Partnership.

                  (e) Prior to the  commencement of trading by the  Partnership,
the General  Partner on behalf of the  Partnership  shall deliver to the Trading
Manager a trading authorization appointing the Trading Manager the Partnership's
attorney-in-fact for such purpose.

                  3.       Designation of Additional Trading Managers and 
                           Reallocation of Net Assets.

                  (a) 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 manager or managers for the Partnership and may apportion to
such additional  trading manager(s) the management of such amounts of Net Assets
(as defined in Section 6(c) hereof) as the General  Partner  shall  determine in
its absolute  discretion.  The  designation of an additional  trading manager or
managers  and the  apportionment  of Net Assets to any such  trading  manager(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  Manager  hereunder.  In the event that an  additional
trading  manager  or  managers  is so  designated,  the  Trading  Manager  shall
thereafter  receive management and incentive fees based,  respectively,  on that
portion of the Net Assets managed by the Trading Manager and the Trading Profits
attributable to the trading by the Trading Manager.

                  (b) The General  Partner may at any time and from time to time
upon two business  days' prior  notice  reallocate  Net Assets  allocated to the
Trading  Manager to any other trading  manager or managers of the Partnership or
allocate  additional  Net Assets upon two  business  days'  prior  notice to the
Trading Manager from such other trading  manager or managers;  provided that any
such addition to or withdrawal from Net Assets  allocated to the Trading Manager
of the Net  Assets  will only take  place on the last day of a month  unless the
General Partner  determines  that the best interests of the Partnership  require
otherwise.

                  4.       Trading Manager Independent.

                  For all purposes of this Agreement,  the Trading Manager 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 the Limited Partnership Agreement, the Certificate of Limited
Partnership of the 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 Manager or any other trading manager or managers for the Partnership
as members of any partnership,  joint venture,  association,  syndicate or other
entity, 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.  It is
expressly  agreed that the Trading  Manager is neither a promoter,  sponsor,  or
issuer with respect to the  Partnership,  nor does the Trading  Manager have any
authority of responsibility with respect to the sale or issuance of Units.

                  5.       Commodity Broker.

                  The Trading  Manger 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,  Dean Witter  Reynolds,  Inc.  ("DWR") shall act as commodity
broker for the  Partnership.  The  General  Partner  shall  provide  the Trading
Manager with copies of brokerage statements.  Notwithstanding that DWR shall act
as commodity broker for the Partnership,  the Trading Manager may execute trades
through floor brokers other than those  employed by DWR so long as  arrangements
are made for such floor  brokers to "give-up"  or transfer the  positions to DWR
and provided  that the rates charged by such floor brokers have been approved in
advance by DWR.

                  6.       Fees.

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

                  (i)  A  monthly   management   fee,   without  regard  to  the
         profitability of the Trading  Manager's  trading for the  Partnership's
         account,  equal to 5/48 of 1% (a 1.25% annual rate) of the "Net Assets"
         of the  Partnership  allocated  to the  Trading  Manager (as defined in
         Section  6(c)) as of the  opening of  business on the first day of each
         calendar month.

                  (ii) A  monthly  incentive  fee  equal to 15% of the  "Trading
         Profits"  (as defined in Section  6(d)) as of the end of each  calendar
         month, payable on a non-netted basis vis-a-vis other trading manager(s)
         of the Partnership.  The initial  incentive period will commence on the
         date of the Partnership's  initial closing (the "Initial  Closing") and
         shall end on the last day of the first month  ending after such Closing
         occurs.

                  (b) If this  Agreement is  terminated on a date other than the
last day of a month, the incentive fee described above shall be determined as if
such date were the end of a month.  If this  Agreement is  terminated  on a date
other than the end of a month,  the  management  fee  described  above  shall be
determined  as if such  date  were  the end of a month,  but  such fee  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  managed  by the  Trading  Manager,  or,  as a  result  of an act or
material failure to act by the Trading  Manager,  is otherwise unable to utilize
the  trading  advice of the Trading  Manager 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 account managed by the Trading Manager engaged in trading operations
or utilizes  the trading  advice of the Trading  Manager to the total  number of
trading days in the month. The management fee payable to the Trading Manager for
the month in which the  Partnership  begins to receive  trading  advice from the
Trading Manager  pursuant to this Agreement shall be prorated based on the ratio
of the number of trading days in the month from the day the  Partnership  begins
to receive such trading advice to the total number of trading days in the month.

                  (c) As used herein, the term "Net Assets" shall mean the total
assets of the  Partnership  (including,  but not  limited  to, all cash and cash
equivalents,  accrued interest and amortization of original issue discount,  and
the market value of all open futures interest  positions and other assets of the
Partnership) less all liabilities of the Partnership (including, but not limited
to, all  brokerage  fees,  incentive  and  management  fees,  and  extraordinary
expenses) determined in accordance with generally accepted accounting principles
consistently  applied under the accrual basis of  accounting.  Unless  generally
accepted accounting principles require otherwise,  the market value of a futures
or option  contract traded on a United States exchange shall mean the settlement
price on the exchange on which the particular  futures or option  contract shall
be traded by the Partnership on the day with respect to which the Net Assets are
being determined;  provided, however, that if a contract could not be liquidated
on such day due to the  operation of daily limits or other rules of the exchange
on which that contract shall be traded or otherwise, the settlement price on the
first  subsequent  day on which the contract  could be  liquidated  shall be the
market  value of such  contract  for such  day.  The  market  value of a forward
contract or a futures or option contract traded on a foreign  exchange or market
shall mean its market  value as  determined  by the  General  Partner on a basis
consistently applied for each different variety of contract.

                  (d) As used herein,  the term "Trading Profits" shall mean net
futures  interests  trading  profits  (realized  and  unrealized)  earned on the
Partnership's  Net Assets  allocated  to the Trading  Manager,  decreased by the
Trading Manager's monthly  management fees and a pro rata portion of the monthly
brokerage fee relating to the Trading Manager's  allocated Net Assets; with such
trading profits and items of decrease  determined from the end of the last month
in which an incentive fee was earned by the Trading  Manager or, if no incentive
fee has been earned  previously by the Trading  Manager,  from the date that the
Partnership commenced trading to the end of the month as of which such incentive
fee calculation is being made.

                  (e) If any  payment of  incentive  fees is made to the Trading
Manager on account of Trading  Profits  earned by the  Partnership on Net Assets
allocated to the Trading  Manager and the Partnership  thereafter  fails to earn
Trading Profits or experiences  losses for any subsequent  incentive period with
respect to such amounts so allocated,  the Trading  Manager shall be entitled to
retain such amounts of incentive fees  previously paid to the Trading Manager in
respect of such Trading Profits.  However, no subsequent incentive fees shall be
payable to the Trading  Manager until the  Partnership  has again earned Trading
Profits on the Trading Manager's allocated Net Assets;  provided,  however, that
if the Trading  Manager's  allocated Net Assets are reduced or increased because
of  redemptions,  additions  or  reallocations  which  occur  at the end of,  or
subsequent  to,  an  incentive  period in which the  Partnership  experiences  a
futures  interests  trading  loss with  respect to Net Assets  allocated  to the
Trading  Manager,  the  trading  loss for that  incentive  period  which must be
recovered  before the Trading  Manager's  allocated Net Assets will be deemed to
experience  Trading  Profits  will be  equal  to the  amount  determined  by (x)
dividing  the Trading  Manager's  allocated  Net Assets  after such  increase or
decrease by the Trading Manager's  allocated Net Assets  immediately before such
increase  or decrease  and (y)  multiplying  that  fraction by the amount of the
unrecovered  futures  interests  trading loss experienced in that month prior to
such  increase or  decrease.  In the event that the  Partnership  experiences  a
futures  interests  trading  loss in more than one  month  with  respect  to the
Trading  Manager's  allocated Net Assets  without the payment of an  intervening
incentive  fee and Net  Assets  are  increased  or reduced in more than one such
month because of redemptions,  additions or reallocations, then the trading loss
for each such month shall be adjusted in accordance  with the formula  described
above and such  increased or reduced  amount of futures  interests  trading loss
shall be carried forward and used to offset subsequent  futures interest trading
profits.  The portion of  redemptions  to be  allocated to the Net Assets of the
Partnership  managed by each of the trading managers to the Partnership shall be
in the sole discretion of the General Partner.

                  (f) The  Partnership  will remit the  management and incentive
fees to the Trading Manager as soon as  practicable,  but in no event later than
30  days,  in the  case of the  management  fee,  or 45 days in the  case of the
incentive  fee of the  month-end  as of which  they are  due,  together  with an
itemized statement showing the calculations.

                  7.       Term.

                  This Agreement  shall continue in effect for a period of three
years  after  the end of the month in which the  Partnership  commences  trading
operations.  At least  thirty days prior to the  expiration  of such  three-year
period,  the Trading  Manager may  terminate  this  Agreement  at the end of the
three-year period by providing written notice to the Partnership indicating that
the Trading  Manager  desires to  terminate  such  Agreement  at the end of such
three-year period. If the Agreement is not terminated upon the expiration of the
three-year  period,  then upon the expiration of such  three-year  period,  this
Agreement shall  automatically renew for an additional one-year period and shall
continue  to renew for  additional  one-year  periods  until this  Agreement  is
otherwise terminated,  as provided for herein. At least thirty days prior to the
expiration of any such one-year  period,  the Trading Manager may terminate this
Agreement at the end of the current one-year period by providing  written notice
to the Partnership indicating that the Trading Manager desires to terminate such
Agreement at the end of such one-year period.  This Agreement shall terminate if
the Partnership  terminates.  The Partnership  shall have the right to terminate
this Agreement at its discretion (a) at any month end upon 5 days' prior written
notice to the  Trading  Manager  or (b) at any time upon  written  notice to the
Trading Manager upon the occurrence of any of the following  events:  (i) if any
person  described  as a  "principal"  of the Trading  Manager in the  Prospectus
ceases for any reason to be an active executive  officer of the Trading Manager;
(ii) if the Trading Manager becomes bankrupt or insolvent;  (iii) if the Trading
Manager is unable to use its trading systems or methods as in effect on the date
hereof  and as  refined  and  modified  in the  future  for the  benefit  of the
Partnership;  (iv) if the registration,  as a commodity trading advisor,  of the
Trading  Manager  with  the  CFTC  or  its  membership  in the  NFA is  revoked,
suspended,  terminated,  or not renewed, or limited or qualified in any respect;
(v) except as provided in Section 12 hereof,  if the Trading  Manager  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 futures  interests
trading systems or methods,  or its goodwill to, any individual or entity;  (vi)
if the Trading  Manager's  initially  allocated Net Assets,  after adjusting for
distributions,  additions,  redemptions, or reallocations, if any, shall decline
by 50% or more as a result of trading  losses or if Net Assets  allocated to the
Trading Manager fall below $1,000,000.00 at any time; (vii) if, at any time, the
Trading  Manager  violates  any trading or  administrative  policy  described in
writing to the  Trading  Manager by the General  Partner,  except with the prior
express written consent of the General Partner; or (viii) if the Trading Manager
fails  in a  material  manner  to  perform  any of its  obligations  under  this
Agreement.  The Trading  Manager may terminate this Agreement at any time,  upon
written notice to the  Partnership,  in the event:  (i) that the General Partner
imposes  additional  trading  limitation(s)  in the form of one or more  trading
policies or administrative  policies which the Trading Manager does not agree to
follow in its management of its allocable share of the Partnership's Net Assets;
(ii) the General Partner objects to the Trading Manager  implementing a proposed
material  change  in  the  Trading  Manager's  trading  program(s)  used  by the
Partnership;  (iii) the General Partner  overrides a trading  instruction of the
Trading Manager for reasons  unrelated to a determination by the General Partner
that the Trading Manager has violated the Partnership's trading policies and the
Trading  Manager  certifies to the General  Partner in writing that as a result,
the Trading  Manager  believes the  performance  results of the Trading  Manager
relating  to  Partnership  will  be  materially  adversely  affected;  (iv)  the
Partnership  materially  breaches this Agreement and does not correct the breach
within 10 days of receipt of a written  notice of such  breach  from the Trading
Manager; or (v) the Trading Manager has amended its trading program to include a
foreign  futures  or  option  contract  which  may  lawfully  be  traded  by the
Partnership  under CFTC  regulations  and counsel,  mutually  acceptable  to the
parties, has not opined that such inclusion would cause adverse tax consequences
to Limited  Partners  and the  General  Partner  does not consent to the Trading
Manager's trading such contract for the Partnership  within 5 business days of a
written  request by the Trading Manager to do so, and, if such consent is given,
does not make  arrangements  to do so, and, if such  consent is given,  does not
make arrangements to facilitate such trading within 30 days of such notice; (vi)
the assets  allocated to the Trading Manager fall below  $1,000,000 at any time;
(vii) the  General  Partner  reallocates  any  portion  of the Net Assets of the
Partnership  pursuant  to  Section 3 hereof or (viii)  the  registration  of the
General  Partner as a commodity pool operator with the CFTC or its membership in
the  NFA is  revoked,  suspended,  terminated  or not  renewed,  or  limited  or
qualified in any respect.

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

                  8.       Standard of Liability; Indemnifications.

                  (a) Limitation of Trading Manager Liability. In respect of the
Trading  Manager's role in the futures  interests  trading of the  Partnership's
assets, none of the Trading Manager, or its controlling persons, its affiliates,
and their respective directors, officers, shareholders, employees or controlling
persons  shall be liable to the  Partnership  or the  General  Partner  or their
partners, officers,  shareholders,  directors or controlling persons except that
the Trading  Manager  shall be liable for acts or  omissions  of any such person
provided that such act or omission  constitutes a breach of this  Agreement or a
representation,  warranty or covenant herein, misconduct or negligence or is the
result of any such person not having  acted in good faith and in the  reasonable
belief  that such  actions or  omissions  were in, or not  opposed  to, the best
interests of the Partnership.

                  (b)  Trading  Manager   Indemnity  in  Respect  of  Management
Activities.  The Trading Manager shall  indemnify,  defend and hold harmless the
Partnership and the General Partner, their controlling persons, their affiliates
and  their  respective  directors,   officers,   shareholders,   employees,  and
controlling  persons  from and  against  any and all  losses,  claims,  damages,
liabilities (joint and several),  costs, and expenses  (including any reasonable
investigatory,  legal,  and other expenses  incurred in connection with, and any
amounts paid in, any  settlement;  provided that the Trading  Manager shall have
approved  such  settlement)  incurred  as a result  of any  action  or  omission
involving the Partnership's futures interests trading of the Trading Manager, or
any of its  controlling  persons or  affiliates or their  respective  directors,
officers,  partners,  shareholders,  or employees;  provided that such liability
arises from an act or omission of the Trading Manager, or any of its controlling
persons  or  affiliates  or  their  respective  directors,  officers,  partners,
shareholders,  or employees which is found by a court of competent  jurisdiction
upon entry of a final  judgment  (or, if no final  judgment  is  entered,  by an
opinion  rendered by counsel who is approved by the  Partnership and the Trading
Manager,  such approval not to be unreasonably  withheld) to be a breach of this
Agreement  by the  Trading  Manager or a  representation,  warranty  or covenant
herein, the result of bad faith,  misconduct or negligence,  or conduct not done
in good faith in the  reasonable  belief  that it was in, or not opposed to, the
best  interests  of the  Partnership.  The  termination  of any  demand,  claim,
lawsuit,  action or  proceeding  by  settlement  shall not, in itself,  create a
presumption  that the conduct in question was not  undertaken in good faith in a
manner reasonably believed to be in, or not opposed to, the best interest of the
Partnership.

                  (c) Partnership  and General  Partner  Indemnity in Respect of
Management  Activities.  The Partnership and the General Partner shall,  jointly
and severally,  indemnify,  defend,  and hold harmless the Trading Manager,  its
controlling persons, their affiliates and their respective directors,  officers,
shareholders,  employees,  and controlling persons, from and against any and all
losses, claims,  damages,  liabilities (joint and several),  costs, and expenses
(including any reasonable  investigatory,  legal, and other expenses incurred in
connection  with,  and any amounts paid in, any  settlement;  provided  that the
Partnership shall have approved such settlement) resulting from a demand, claim,
lawsuit,  action, or proceeding (other than those incurred as a result of claims
brought by or in the right of an  indemnified  party)  relating  to the  futures
interests  trading  activities  of the  Partnership  undertaken  by the  Trading
Manager;  provided that a court of competent  jurisdiction upon entry of a final
judgement finds (or, if no final judgement is entered, an opinion is rendered to
the Partnership by independent counsel reasonably acceptable to both parties) to
the effect that the action or inaction  of such  indemnified  party that was the
subject of the demand, claim, lawsuit,  action, or proceeding did not constitute
negligence,  misconduct,  or a breach  of this  Agreement  or a  representation,
warranty or covenant  of the Trading  Manager  herein and was done in good faith
and in a manner  such  indemnified  party  reasonably  believed to be in, or not
opposed  to, the best  interests  of the  Partnership.  The  termination  of any
demand, claim, lawsuit, action or proceeding by settlement shall not, in itself,
create a  presumption  that the conduct in question was not  undertaken  in good
faith in a manner  reasonably  believed  to be in, or not  opposed  to, the best
interest of the Partnership.

                  (d) Trading Manager Indemnity in Respect of Sale of Units. The
Trading Manager shall indemnify,  defend and hold harmless DWR, the Partnership,
the General  Partner,  any Additional  Seller,  and their affiliates and each of
their officers, directors,  principals,  shareholders,  controlling persons from
and against any loss, claim,  damage,  liability,  cost, and expense,  joint and
several, to which any indemnified person may become subject under the Securities
Act, the Securities  and Exchange Act of 1934,  the Commodity  Exchange Act, the
securities  or Blue Sky law of any  jurisdiction,  or otherwise  (including  any
reasonable investigatory, legal, and other expenses incurred in connection with,
and any amounts paid in, any  settlement,  provided that the  Partnership  shall
have  approved  such  settlement,  and in  connection  with  any  administrative
proceedings),  in respect  of the offer or sale of Units,  insofar as such loss,
claim, damage, liability, cost, or expense (or action in respect thereof) arises
out  of,  or is  based  upon:  (i) a  breach  by  the  Trading  Manager  of  any
representation,  warranty,  or  agreement in this  Agreement or any  certificate
delivered  pursuant to this  Agreement or the failure by the Trading  Manager to
perform  any  covenant  made by the  Trading  Manager  herein;  (ii) the factual
accuracy of the  information  relating to the  Trading  Manager in the  customer
brochure  attached  hereto  as  Exhibit  A (the  "Customer  Brochure");  (iii) a
misleading or untrue  statement or alleged  misleading or untrue  statement of a
material fact made in the Registration Statement,  the Prospectus or an omission
or alleged  omission to state a material  fact  therein  which is required to be
stated therein or necessary to make the  statements  therein (in the case of the
Prospectus,  in light of the  circumstances  under  which  they  were  made) not
misleading,  and such statement or omission relates  specifically to the Trading
Manager, or its Trading Manager Principals (including the historical performance
tables but excluding the pro forma performance information unless such statement
or  omission  was based on  information  furnished  by the  Trading  Manager  in
connection with the preparation of such pro forma performance  information),  or
was made in reliance  upon,  and in  conformity  with,  written  information  or
instructions  furnished by the Trading Manager, and, in the case of the Customer
Brochure only, was approved in writing by the Trading Manager.

                  (e) Partnership  and General  Partner  Indemnity in Respect of
Sale of Units.  The  Partnership  and the  General  Partner  agree,  jointly and
severally,  to indemnify,  defend and hold harmless the Trading Manager and each
of its officers, directors, principals,  shareholders,  controlling persons from
and against any loss, claim,  damage,  liability,  cost, and expense,  joint and
several, to which any indemnified person may become subject under the Securities
Act, the Securities  and Exchange Act of 1934,  the Commodity  Exchange Act, the
securities  or Blue Sky law of any  jurisdiction,  or otherwise  (including  any
reasonable investigatory, legal, and other expenses incurred in connection with,
and any amounts paid in, any  settlement,  provided that the  Partnership  shall
have  approved  such  settlement,  and in  connection  with  any  administrative
proceedings), in respect of the offer or sale of Units, unless such loss, claim,
damage,  liability,  cost, or expense (or action in respect  thereof) arises out
of, or is based upon: (i) a breach by the Trading Manager of any representation,
warranty,  or agreement in this Agreement or the failure by the Trading  Manager
to perform any  covenant  made by it herein;  (ii) the  factual  accuracy of the
information relating to the Trading Manager in the Customer Brochure; or (iii) a
misleading or untrue  statement or alleged  misleading or untrue  statement of a
material fact made in the Registration Statement,  the Prospectus or an omission
or alleged  omission to state a material  fact  therein  which is required to be
stated therein or necessary to make the  statements  therein (in the case of the
Prospectus,  in light of the  circumstances  under  which  they  were  made) not
misleading,  provided  that such  misleading  or  untrue  statement  or  alleged
misleading or untrue  statement or omission or alleged  omission  relates to the
Trading  Manager or its Trading  Manager  Principals  (including  the historical
performance  tables but excluding the pro forma performance  information  unless
such  statement  or omission was based on  information  furnished by the Trading
Manager  in  connection  with  the  preparation  of such pro  forma  performance
information) or was made in reliance upon, and in conformity  with,  information
or instructions furnished by the Trading Manager.

                  (f) The foregoing agreements of indemnity shall be in addition
to, and shall in no respect limit or restrict,  any other  remedies which may be
available to an indemnified person.

                  (g) Promptly after receipt by an indemnified  person of notice
of the  commencement  of any action,  claim,  or  proceeding to which any of the
indemnitees may apply, the indemnified person will notify the indemnifying party
in writing of the  commencement  thereof if a claim in respect  thereof is to be
made against the indemnifying party hereunder; but the omission so to notify the
indemnifying  party will not relieve the  indemnifying  party from any liability
which the  indemnifying  party  may have to the  indemnified  person  hereunder,
except where such omission has materially  prejudiced the indemnifying party. In
case any action,  claim, or proceeding is brought against an indemnified  person
and the indemnified  person notifies the indemnifying  party of the commencement
thereof  as  provided  above,  the  indemnifying   party  will  be  entitled  to
participate  therein and, to the extent that the indemnifying party desires,  to
assume the defense thereof with counsel selected by the  indemnifying  party and
not unreasonably  disapproved by the indemnified  person.  After notice from the
indemnifying  party  to  the  indemnified  person  of the  indemnifying  party's
election so to assume the defense  thereof as provided above,  the  indemnifying
party  will  not be  liable  to  the  indemnified  person  under  the  indemnity
provisions hereof for any legal and other expenses  subsequently incurred by the
indemnified person in connection with the defense thereof, other than reasonable
costs of investigation.

                  Notwithstanding the proceeding  paragraph,  if, in any action,
claim,  or  proceeding  as to  which  indemnification  is or  may  be  available
hereunder, an indemnified person reasonably determines that its interests are or
may be adverse,  in whole or in part, to the indemnifying  party's  interests or
that there may be legal defenses  available to the indemnified  person which are
different from, in addition to, or inconsistent  with the defenses  available to
the  indemnifying  party,  the indemnified  person may retain its own counsel in
connection with such action, claim, or proceeding and will be indemnified by the
indemnifying  party  for any legal and other  expenses  reasonably  incurred  in
connection with investigating or defending such action, claim, or proceeding.

                  In no event will the indemnifying party be liable for the fees
and expenses of more than one counsel for all indemnified  persons in connection
with any one action,  claim,  or proceeding  or in connection  with separate but
similar or related  actions,  claims,  or proceedings  in the same  jurisdiction
arising out of the same general allegations.  The indemnifying party will not be
liable for any settlement of any action,  claim, or proceeding  effected without
the indemnifying party's express written consent,  but if any action,  claim, or
proceeding,  is settled with the  indemnifying  party's express written consent,
the indemnifying party will indemnify,  defend, and hold harmless an indemnified
person as provided in this Section 8.

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

                  (a) The Trading Manager 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  Manager,  its principals and  affiliates,  will be
advising others (including affiliates and the stockholders, officers, directors,
and employees of the Trading  Manager and its affiliates and their families) and
trading  for their own  accounts.  The  Trading  Manager  hereby  agrees that in
connection  with making  trading  decisions  for the  Partnership  and for other
accounts which it manages, the Trading Manager will act in good faith to seek an
equitable treatment of all accounts under management (taking into account, among
other factors, the Trading Manager's  responsibilities to all such accounts, and
the fact that the accounts may have different  trading  programs and strategies,
different   investment   objectives,   different   asset  bases  and   portfolio
compositions,  different  investment and leveraging  policies and  restrictions,
different  trading  commencement  dates and  differing  inflows and  outflows of
equity),  and  subject  to that  standard,  the  Trading  Manager  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  Manager 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.

                  (b) The  Trading  Manager  shall not be  restricted  as to the
number or nature of its clients, except that so long as the Trading Manager acts
as Trading  Manager  for the  Partnership:  (i) the  Trading  Manager  acts as a
trading manager for the Partnership,  neither the Trading Manager nor any of its
principals or affiliates  shall hold knowingly any position or control any other
account  which  would  cause  the  Partnership,  the  Trading  Manager,  or  the
principals  or  affiliates  of the  Trading  Manager 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  Manager nor any of its  principals  or  affiliates
shall render futures  interests 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 Manager under the rules or regulations
of the CFTC or any other regulatory body, exchange, or board so as to require in
the good faith opinion of the Trading  Manager the  significant  modification of
positions  taken or intended for the account of the  Partnership;  provided that
the Trading  Manager may modify its trading  systems,  methods or  strategies to
accommodate  the  trading  of  additional  funds  or  accounts.   If  applicable
speculative  position  limits are exceeded by the Trading Manager 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  Manager and its  principals and  affiliates  shall  promptly  liquidate
positions in all of their accounts,  including the Partnership's  account,  in a
good faith effort to achieve an equitable  treatment of all accounts  managed by
them  consistent with their  responsibilities  to all such accounts and the fact
that different  accounts may have  different  trading  programs and  strategies,
different   investment   objectives,   different   asset  bases  and   portfolio
compositions,  different  investment and leverage  policies and restrictions and
other differences to the extent necessary to comply with the applicable position
limits.

                  10.      Representations, Warranties, and Covenants of the 
                           Trading Manager.

                  (a)  Representations  of  the  Trading  Manager.  The  Trading
Manager  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 using  the
         trading programs on behalf of the Partnership that are described in the
         Prospectus  (as  modified  from  time to  time)  or any  other  trading
         programs agreed to by the General Partner.

                  (ii) The  Trading  Manager  shall  follow,  at all times,  the
         Trading  Policies of the  Partnership  (as described in the Prospectus)
         and as amended in writing and  furnished  to the Trading  Manager  from
         time to time.

                  (iii) The Trading Manager shall trade:  (A) the  Partnership's
         Net Assets  pursuant  to the same  trading  programs  described  in the
         Prospectus  unless the General Partner agrees otherwise and (B) only in
         futures and option contracts traded on U.S. contract  markets,  foreign
         currency  forward   contracts  traded  with  DWR,  and  such  commodity
         interests which are approved in writing by the General Partner.

                  (iv) The Trading Manager is duly organized,  validly  existing
         and in good  standing as a  corporation  under the laws of the state of
         its  incorporation  and  is  qualified  to  do  business  as a  foreign
         corporation  and in good standing 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
         Manager's  ability to  perform  its duties  under this  Agreement.  The
         Trading  Manager 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 Commodity  Exchange Act) of the Trading  Manager are
         those set forth in the Prospectus (the "Trading Manager Principals").

                  (v) All  references  to the Trading  Manager and each  Trading
         Manager Principal,  including the Trading Manager's trading approaches,
         systems,  and  performance,  in  the  Registration  Statement  and  the
         Prospectus,  and in the  supplemental  sales  literature which has been
         approved in writing by the Trading  Manager,  are accurate and complete
         in all material respects.  With respect to the material relating to the
         Trading  Manager and each  Trading  Manager  Principal,  including  the
         Trading   Manager's  and  the  Trading  Manager   Principals'   trading
         approaches,  systems, and performance information,  as applicable,  (i)
         the  Registration  Statement and Prospectus  contain all statements and
         information  required  to  be  included  therein  under  the  Commodity
         Exchange Act, (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.

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

                  (vii) Each of the Trading Manager and each  "principal" of the
         Trading  Manager,  as defined in Rule 3.1 under the Commodity  Exchange
         Act, has all federal and state  governmental,  regulatory  and exchange
         licenses and approvals  and has effected all filings and  registrations
         with federal and state governmental and regulatory agencies 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 Manager is registered as a commodity
         trading advisor under the Commodity Exchange Act and is a member of the
         NFA in such capacity.

                  (viii) 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 and the payment
         of the fees hereunder  will not violate,  or constitute a breach of, or
         default  under,  the  certificate  of  incorporation  or  bylaws of the
         Trading  Manager or any agreement or instrument by which it is bound or
         of any order, rule, law or regulation binding on it of any court or any
         governmental body or administrative  agency or panel or self-regulatory
         organization having jurisdiction over it.

                  (ix) Since the  respective  dates as of which  information  is
         given in the Registration  Statement and the Prospectus,  except as may
         otherwise be stated in or  contemplated by 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 Manager or any Trading Manager Principal.

                  (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 Trading
         Manager's knowledge  threatened,  any action, suit or proceeding before
         or by any court or other governmental body to which the Trading Manager
         or any Trading Manager  Principal is or was a party, or to which any of
         the assets of the Trading  Manager 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 prospectus
         of the Trading  Manager or which  would be  material  to an  investor's
         decision to invest in the  Partnership.  None of the Trading Manager or
         any  Trading   Manager   Principal   has  received  any  notice  of  an
         investigation  by the NFA or the CFTC  regarding  noncompliance  by the
         Trading  Manager  or any of the  Trading  Manager  Principals  with the
         Commodity Exchange Act.

                  (xi)  Neither  the Trading  Manager  nor any  Trading  Manager
         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.

                  (xii) The actual performance of each discretionary  account of
         a client  directed  by the  Trading  Manager  and the  Trading  Manager
         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
         effective  date of the  Registration  Statement,  is  disclosed  in the
         Prospectus (other than such  discretionary  accounts the performance of
         which are exempt from Commodity Exchange Act disclosure  requirements);
         all of the information regarding the actual performance of the accounts
         of the Trading Manager and the Trading Manager  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 Commodity  Exchange Act and the Securities Act, including the
         Division  of Trading  and  Markets  "notional  equity"  advisories  and
         interpretations   and  the  rules  and  regulations  of  the  NFA.  The
         methodology  used in the  Prospectus  in  presenting  the  actual  past
         performance of the Trading Manager was developed in  consultation  with
         the Chief Accountant of the CFTC in a series of telephone conversations
         in which representatives of the Trading Manager and the General Partner
         participated.   This   methodology   differs   materially   from  prior
         presentation by the Trading Manager of its past performance.

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

                  (i) The Trading Manager shall use its best efforts to maintain
         all registrations and memberships  necessary for the Trading Manager 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  Manager's  ability to act as  described
         herein.

                  (ii) The Trading  Manager  shall  inform the  General  Partner
         immediately  as soon as the  Trading  Manager or any of its  principals
         becomes the subject of any  investigation,  claim or  proceeding of any
         regulatory  authority having jurisdiction over such person or becomes a
         named party to any litigation  materially affecting the business of the
         Trading  Manager.  The  Trading  Manager  shall also inform the General
         Partner  immediately  if the  Trading  Manager  or any of its  officers
         become aware of any breach of this Agreement by the Trading Manager.

                  (iii) The Trading  Manager  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.

                  (c) Limitations on the Trading Manager's  Representations.  As
of the date of this  Agreement,  the Trading  Manager  does not have a commodity
trading advisor  disclosure  document filed with and accepted by the Division of
Trading and Markets of the CFTC (the "Division") although one is currently under
review by the Division.  Consequently,  to the extent any of the representations
given in this Agreement by the Trading  Manager relate to or can be construed as
relating to a commodity trading advisor disclosure  document valid, on file with
and accepted by, the Division none is given.

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

                  The General Partner and the Partnership  represent and warrant
to the Trading Manager, as follows:

                  (i) The Partnership has provided to the Trading  Manager,  and
         filed with the  Securities  and Exchange  Commission  (the "SEC"),  the
         Registration  Statement and has filed copies thereof with: (i) the CFTC
         under  the  Commodity  Exchange  Act  and  the  rules  and  regulations
         promulgated  thereunder  (collectively,  the "Commodity Act"); (ii) the
         NASD  pursuant  to its  Rules of Fair  Practice;  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  Manager has received
         reasonable 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 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 Closing as defined in the  Prospectus  have been taken;  and, upon
         payment  of the  consideration  therefor  specified  in  each  accepted
         Subscription  Agreement and Power of Attorney or Exchange Agreement and
         Power of  Attorney,  as  applicable,  in such forms are attached to the
         Prospectus   (except   as   otherwise   specified   herein,   the  term
         "Subscription  Agreement  and Power of  Attorney"  shall  also mean the
         Exchange  Agreement  and  Power  of  Attorney  in case  of  subscribers
         executing same),  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
         Commodity Act. When the Registration  Statement becomes effective under
         the 1933 Act and at all times  subsequent  thereto up to and  including
         each Closing, the Registration  Statement and Prospectus will comply in
         all material  respects with the  requirements  of the 1933 Act, the SEC
         Regulations,   the  rules  of  the  NFA  and  the  Commodity  Act.  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  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  Closing  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 sales
         literature,  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  sales  literature will comply with the Commodity Act
         and the regulations and rules of the NFA and NASD. This  representation
         and warranty shall not, however,  apply to any statement or omission in
         the Registration Statement, Prospectus or supplemental sales literature
         made in reliance upon and in conformity with  information  furnished by
         and relating to the Trading Manager, its trading methods or its trading
         performance.

                  (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  on  behalf  of the
         Partnership and the General  Partner 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 therein and the consummation of
         the transactions contemplated therein 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,   or  the  Limited  Partnership
         Agreement 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,  self-regulatory or
         commodity  exchange  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 neither the
         General  Partner nor any of the principals of the General  Partner,  as
         "principals"  is  defined  under  Rule  4.10  under the  Commodity  Act
         ("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 Commodity Act or the 1933 Act which is material to
         an investor's decision to invest in the Partnership.

                  (xi) The  General  Partner and each  principal  of the General
         Partner,  as  defined  in Rule 3.1 under the  Commodity  Act,  have all
         federal and state  governmental,  regulatory and exchange approvals and
         licenses,  and have effected all filings and registrations with federal
         and state and foreign  governmental  agencies required to conduct their
         business  and to act as  described in the  Registration  Statement  and
         Prospectus  or  required  to  perform  their   obligations  under  this
         Agreement (including,  without limitation,  registration as a commodity
         pool operator  under the  Commodity Act 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.  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 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  Manager
         immediately  as soon as the  General  Partner or any of its  principals
         becomes the subject of any  investigation,  claim, or proceeding of any
         regulatory  authority having jurisdiction over such person or becomes a
         named party to any litigation  materially affecting the business of the
         General  Partner.  The  General  Partner  shall also inform the Trading
         Manager  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  Manager
         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 Manager.

                  The Trading Manager 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  commodity  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  Manager,  provided that
such entity expressly  assumes all obligations of the Trading Manager under this
Agreement and agrees to continue to operate the business of the Trading Manager,
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.

                  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.

                  (1) The Trading  Manager shall, at the  Partnership's  Initial
Closing  and at the request of the  General  Partner at any Monthly  Closing (as
defined in the Prospectus), provide the following:

                  (a)  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:

                  (i) The  representations and warranties by the Trading Manager
         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.

                  (ii) The Trading  Manager 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.

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

                  (i) The Trading  Manager is a corporation  duly  organized and
         validly existing under the laws of the state of its  incorporation  and
         is  qualified  to do  business  and in  good  standing  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  Manager's  ability to perform
         its  obligations  under this  Agreement.  The Trading  Manager 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.

                  (ii)  The  Trading  Manager  (including  the  Trading  Manager
         Principals)  has  all  governmental,  regulatory,  self-regulatory  and
         commodity  exchange and clearing  association  licenses and memberships
         required by law, and the Trading Manager (including the Trading Manager
         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 perform its obligations under the agreement,  and,
         to the best of such counsel's knowledge, after due investigations, none
         of such licenses,  memberships or  registrations  have been  rescinded,
         revoked or suspended.

                  (iii) This  Agreement has been duly  authorized,  executed and
         delivered  by or on behalf of the  Trading  Manager and  constitutes  a
         valid and binding  agreement  of the  Trading  Manager  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 such  agreements  may be limited by applicable
         law or public policy.

                  (iv) Based upon due inquiry of certain officers of the Trading
         Manager, to the best of such counsel's  knowledge,  except as disclosed
         in the Prospectus, there are no material actions, claims or proceedings
         known to such  counsel  either  threatened  or  pending in any court or
         before or by any  governmental  or  administrative  body nor have there
         been any such  actions,  claims or  proceedings  at any time within the
         five years  preceding  the date of the  Prospectus  against the Trading
         Manager or any  Trading  Manager  Principal  which are  required  to be
         disclosed in the Registration Statement or Prospectus.

                  (v)  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  of bylaws of the  Trading  Manager  and,  based upon due
         inquiry of certain officers of the Trading Manager, to the best of 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 Manager is bound and will not violate any order, law,
         rule or regulation  applicable  to the Trading  Manager of any court or
         any   governmental   body  or   administrative   agency   or  panel  or
         self-regulatory  organization  having  jurisdiction  over  the  Trading
         Manager.

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

                  (vii) 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  Manager and the Trading
         Manager  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 Manager or the Trading Manager  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
         information in such tables,  that the actual  performance tables of the
         Trading  Manager 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.

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

                  (c) 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  records  in the
Prospectus to the latest practicable day before closing,  figures which shall be
a continuation  of such historical  performance  records and which shall certify
that such figures are, to the best of such Trading Manager's knowledge, accurate
in all material respects.

                  (2) The General  Partner shall, at the  Partnership's  Initial
Closing  and at the request of the  Trading  Manager at any Monthly  Closing (as
defined in the Prospectus), provide the following:

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

                  (i) 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.

                  (ii)  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  1933  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 1933 Act or the Commodity Act.

                  (iii) 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.

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

                  (i) The  Partnership  is a  limited  partnership  duly  formed
         pursuant  to  the  Certificate  of  Limited  Partnership,  the  Limited
         Partnership  Agreement and the DRULPA and is validly existing under the
         laws of the State of Delaware with full partnership power and authority
         to conduct the  business in which it proposes to engage as described in
         the   Registration   Statement  and   Prospectus  and  to  perform  its
         obligations  under  this  Agreement;  the  Partnership  has  received a
         Certificate  of  Authority as  contemplated  under the New York Revised
         Limited Partnership Act and is qualified to do business in New York and
         need not affect any other filings or  qualifications  under the laws of
         any other  jurisdictions  to conduct its  business as  described in the
         Registration Statement and Prospectus.

                  (ii)  The  General  Partner  is  duly  organized  and  validly
         existing and in good  standing as a  corporation  under the laws of the
         State of Delaware  with full  corporate  power and  authority to act as
         general  partner of the Partnership and is qualified to do business and
         is in good standing as a foreign  corporation  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
         might reasonably be expected to result in material adverse consequences
         to the  Partnership  or the  General  Partner's  ability to perform its
         obligations as described in the Registration  Statement and Prospectus.
         The General  Partner 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.

                  (iii)  The  General  Partner  and  each of its  principals  as
         defined in Rule 3.1 under the Commodity Act, and the  Partnership  have
         all  federal  and  state  governmental  and  regulatory   licenses  and
         memberships  required by law and have  received or made all filings and
         registrations  necessary  in  order  for the  General  Partner  and the
         Partnership  to  perform  their  obligations  under this  Agreement  to
         conduct their 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  their  ability  to act  as  described  in the  Registration
         Statement and Prospectus,  or to perform their  obligations  under this
         Agreement,  and,  to the best of such  counsel's  knowledge,  after due
         investigation,  none of such licenses and memberships or  registrations
         have been rescinded, revoked or suspended.

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

                  (v) The execution and delivery of this Agreement and the offer
         and sale of the  Units by the  Partnership  and the  incurrence  of the
         obligations  herein and therein set forth and the  consummation  of the
         transactions contemplated herein and therein and in the Prospectus will
         not  be in  contravention  of  the  General  Partner's  certificate  of
         incorporation or bylaws, the Certificate of Limited Partnership, or the
         Limited  Partnership  Agreement  and,  to the  best of  such  counsel's
         knowledge  based upon due  inquiry of certain  officers  of the General
         Partner,  will not  constitute  a breach  of, or  default  under,  or a
         violation of any agreement or instrument known to such counsel by which
         the General  Partner or the  Partnership  is bound and will not violate
         any order, law, rule 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.

                  (vi) To the best of such counsel's  knowledge,  based upon due
         inquiry  of  certain  officers  of the  General  Partner,  there are no
         actions,  claims or  proceedings  pending or threatened in any court or
         before or by any  governmental or  administrative  body, nor have there
         been any such  suits,  claims  or  proceedings  within  the five  years
         preceding the date of the Prospectus, to which the General Partner, any
         General Partner Principal,  or the Partnership is or was a party, or to
         which any of their assets is or was subject, which would be material to
         an  investor's  decision  to invest in the  Partnership  or which might
         reasonably be expected to materially  adversely  affect the  condition,
         financial  or  otherwise,  or business of the General  Partner,  or the
         Partnership, whether or not arising in the ordinary course of business,
         or impair their ability to discharge their  obligations as described in
         the Prospectus.

                  (vii) The  Registration  Statement is effective under the 1933
         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 1933 Act
         or any similar state securities laws.

                  (viii)  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 1933 Act, the
         Securities  Regulations,  the Commodity Act and the  regulations of the
         NFA and NASD.  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 were made, not  misleading;  provided,  however,  that
         Cadwalader,  Wickersham & Taft need express no opinion or belief (a) as
         to  information  in  the  Registration   Statement  or  the  Prospectus
         regarding  any  Trading  Manager  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.

                  (ix) 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  Agreement  and
Power of Attorney  in the forms  referred  to in the  Prospectus  have 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  Manager  agrees not to file,  participate  in the
filing  of,  or  publish  any  description  of the  Trading  Manager,  or of its
respective principals 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.  No  such
description shall be published or filed to which the General Partner  reasonably
objects, except as otherwise required by law.

                  19.      Disclosure Documents.

                  During the term of this  Agreement,  the Trading Manager shall
furnish to the General Partner promptly copies of all disclosure documents filed
with the CFTC or NFA by the Trading  Manager.  The General Partner  acknowledges
receipt of the Trading Manager's disclosure document dated June 17, 1994.

                  20.      Notices.

                  All notices  required  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 second business day following the day on which
it is so mailed,  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 Partnership:

                  Dean Witter Spectrum Balanced L.P.
                  c/o Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York  10048

                  if to the General Partner:

                  Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York  10048
                  Attn:  Mark J. Hawley

                  if to the Trading Manager:

                  RXR, Inc.
                  Financial Centre
                  695 East Main Street, Suite 102
                  Stamford, Connecticut  06880
                  Attn:  Mark Rosenberg

                  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.

                  22.      Remedies.

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

                  23.      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.


<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 SPECTRUM BALANCED L.P.
                                             by Demeter Management Corporation,
                                                General Partner


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

                                             DEMETER MANAGEMENT CORPORATION


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


                                             RXR, INC.


                                             By:   /s/ Mark Rosenberg
                                                  ------------------------------