EXHIBIT 10.02

                              MANAGEMENT AGREEMENT

                  THIS  AGREEMENT,  made as of the 1st  day of  November,  1994,
among DEAN WITTER SPECTRUM  STRATEGIC L.P., a Delaware limited  partnership (the
"Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General  Partner"),  and WILLOWBRIDGE  ASSOCIATES INC., a Delaware  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.       Undertaking 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),  any 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 investment and  reinvestment of its allocable share of the Net
Assets of 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 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.  In performing services
to the  Partnership  the Trading  Manager may not  materially  alter the trading
program(s)  used  by the  Trading  Manager  in  investing  and  reinvesting  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  an  alteration  in the  Trading  Manager's  trading  program(s).
Notwithstanding the foregoing,  if the Trading Manager is using a trading system
subject to its  License  Agreement  with  Caxton  Corporation  and such  License
Agreement is  terminated,  no such prior written  consent shall be necessary and
the parties shall  mutually agree on a replacement  trading  approach to be used
for the Partnership. The Partnership and the General Partner acknowledge that in
agreeing to manage an account for the  Partnership  the Trading Manager makes no
guarantee of profits or of protections against loss.

                  (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 Partner 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
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). The General Partner acknowledges that
all trading  instructions made by the Trading Manager will be held in confidence
by the General  Partner,  except to the extent necessary to conduct the business
of the Partnership or as required by law.

                           (iv)  Inform the  General  Partner  when the  Trading
Manager's  open positions  maintained by the Trading  Manager exceed the Trading
Manager's 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  are 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 or responsibility with respect to the sale or issuance of Units.

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

                  The Trading Manager shall effect all transactions in commodity
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.  The  parties  acknowledge  that  the  Trading  Manager  has no
authority  or  responsibility  for  selecting  the  commodity  broker or for the
negotiation  of  brokerage  commission  rates,  and is not  responsible  for the
execution and clearance of the  Partnership's  trades once complete  orders have
been transmitted to DWR except as provided in Section 2(d) hereof.

                  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 1/3 of 1% (a 4% 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 managers(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,  and 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
Philip L. Yang  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 nor 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  and the Trading  Manager  certifies to the General  Partner in
writing  that  it  believes  such  change  is  in  the  best  interests  of  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;  (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 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; or (vii) if 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,
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 breach  of this  Agreement  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.

                   (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.

                   (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 and 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");  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,  and such statement or omission relates  specifically to the Trading
Manager, or its Trading Manager Principals (including the historical performance
tables but excluding pro forma performance  information unless such statement or
omission  was based on  information  furnished  by the  Trading  Manager for 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 for use therein,  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 and 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 (including a breach of a
representation, warranty or covenant of the General Partner or the Partnership),
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  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  or 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  does not relate 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 for use therein.

                   (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
indemnities 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 investors 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  other  investors  (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.   However,  under  no
circumstances  shall the  Trading  Manager by any act or omission  knowingly  or
deliberately  favor any account  advised or managed by the Trading  Manager over
the  account of the  Partnership  in any way or  manner.  For  purposes  of this
Agreement,  the  Trading  Manager  shall not be deemed  to be  favoring  another
account  over the  Partnership's  account if the  Trading  Manager  trades  such
account at a different  degree of  leverage,  pursuant  to a  different  trading
strategy or in accordance with different fee structures,  trading  policies,  or
portfolios,  or if in accordance  with the Trading  Manager's  money  management
principles,  the  Trading  Manager  does not trade  certain  commodity  interest
contracts  for an  account  based on the amount of equity in such  account.  The
Trading Manager agrees to treat the  Partnership in a fiduciary  capacity to the
extent recognized by applicable law, but, subject to that standard,  the Trading
Manager  or any of its  principals  or  affiliates  shall be free to advise  and
manage  accounts for other  investors 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,  where such actions do not knowingly or deliberately  prefer any of
such accounts over the account of the Partnership.

                  (b) The  Trading  Manager  shall not be  restricted  as to the
number or nature of its clients, except that: (i) so long as 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
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,  as to which  positions  are  attributed  to the Trading
Manager as nearly as possible in proportion to the account's  respective amounts
available  for trading  (taking into account  different  degrees of leverage and
"notional"  equity)  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, 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  except for  subsequent  performance  as to which no
representation is made.

                           (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  prospects  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
in all  material  respects,  including  the  Division  of  Trading  and  Markets
"notional equity" advisories and  interpretations  and the rules and regulations
of the NFA.

                           (xiii)  The  information   relating  to  the  Trading
Manager in the Customer Brochure is factually accurate.

                  (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 materially affecting the business
of the  Trading  Manager 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 becomes 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.

                  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 and CFTC  Regulations.  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 for use therein 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 such agreements,  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  or
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 of 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 format 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  principles of equity  (regardless or 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
where made, not misleading;  provided,  however, that Cadwalader,  Wicksherman &
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 or regulation.

                  19.      Disclosure Documents.
                           ---------------------

                           (a) 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 30,
1994.

                            (b) The General Partner and the Partnership will not
distribute  or  supplement  any  promotional  material  relating  to the Trading
Manager unless the Trading Manager has received reasonable prior notice of and a
copy of such  promotional  material and has not reasonably  objected  thereto in
writing.

                            (c) The  Partnership,  the General Partner and their
respective  affiliates  acknowledge  that the Trading  Manager's  strategies and
trades  constitute  proprietary  data belonging to the Trading Manager and agree
that they will not disseminate any confidential information regarding any of the
foregoing,  except  as  required  by law,  and any  such  information  as may be
acquired by the General Partner, the Partnership or their respective  affiliates
is to be used solely to monitor the Trading  Manager's  performance on behalf of
the Partnership.

                  20.      Notices.

                  All notices  required  to be  delivered  under this  Agreement
shall be in writing and shall be effective  upon actual  receipt when  delivered
personally,  by facsimile,  air courier or registered or certified mail, postage
prepaid,  return  receipt  requested,  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 Strategic 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:

                           Willowbridge Associates Inc.
                           315 Enterprise Drive
                           Suite 102
                           Plainsboro, New Jersey  08536
                           Attn:    Theresa C. Morris

                  21.      Survival.
                           ---------

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

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

                  This  Agreement   shall  be  governed  by,  and  construed  in
accordance  with,  the law of the State of New York. If any action or proceeding
shall be brought by a party to this  Agreement or to enforce any right or remedy
under this  Agreement,  each party hereto hereby consents and will submit to the
jurisdiction of the courts of the State of New York or any Federal court sitting
in the County,  City and State of New York. Any action or proceeding  brought by
any party to this Agreement to enforce any right, assert any claim or obtain any
relief  whatsoever in connection  with this  Agreement  shall be brought by such
party  exclusively  in the courts of the State of New York or any Federal  court
sitting in the County, City and State of New York.

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

                  In  any  action  or  proceeding  arising  out  of  any  of the
provisions  of this  Agreement,  the  Trading  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.

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

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



<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 STRATEGIC L.P.
                          by Demeter Management Corporation,
                                 General Partner

                          By /s/ Mark J. Hawley
                             ------------------------------
                          DEMETER MANAGEMENT CORPORATION

                          By /s/ Mark J. Hawley
                             ------------------------------
                          WILLOWBRIDGE ASSOCIATES INC.


                          By /s/ Theresa C. Morris
                            ------------------------------