Exhibit 10.05

                               CUSTOMER AGREEMENT

           THIS CUSTOMER AGREEMENT (this "Agreement"), made as of the 1st day of
December,  1997, by and among DEAN WITTER  SPECTRUM  TECHNICAL  L.P., a Delaware
limited partnership (the "Customer"),  CARR FUTURES INC., a Delaware corporation
("CFI"), and DEAN WITTER REYNOLDS INC., a Delaware corporation ("DWR");

                              W I T N E S S E T H :

           WHEREAS,  the Customer was  organized  pursuant to a  Certificate  of
Limited  Partnership  filed in the office of the Secretary of State of the State
of Delaware on April 29, 1994, and a Limited  Partnership  Agreement dated as of
May 27, 1994 between  Demeter  Management  Corporation,  a Delaware  corporation
("Demeter"),   acting  as  general  partner  (in  such  capacity,  the  "General
Partner"),  and the  limited  partners of the  Customer,  to trade,  buy,  sell,
spread, or otherwise acquire,  hold, or dispose of commodities  (including,  but
not limited to, foreign  currencies,  mortgage-backed  securities,  money market
instruments, financial instruments, and any other securities or items which are,
or may become,  the subject of futures contract  trading),  domestic and foreign
commodity  futures  contracts,  commodity  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 and other securities on
a limited basis, and to engage in all activities incident thereto;

           WHEREAS,  the  Customer  (which is a commodity  pool) and the General
Partner  (which is a  registered  commodity  pool  operator)  have  entered into
management  agreements  (the  "Management   Agreements")  with  certain  trading
advisors (each, a "Trading Advisor" and collectively,  the "Trading  Advisors"),
which  provide that the Trading  Advisors  have  authority  and  responsibility,
except in certain limited situations,  to direct the investment and reinvestment
of the assets of the Customer in futures  interests under the terms set forth in
the Management Agreements;

           WHEREAS,  the Customer and DWR have entered into that certain Amended
and Restated Customer Agreement, dated as of December 1, 1997 (the "DWR Customer
Agreement"),   whereby  DWR  agreed  to  perform  certain  non-clearing  futures
interests brokerage and other services for the Customer; and

           WHEREAS, the Customer,  DWR and CFI wish to enter into this Agreement
to set forth  the  terms and  conditions  upon  which CFI will  perform  futures
interests execution and clearing services for the Customer;

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

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

<PAGE>

partnership  interest of the  Customer  (the  "Units")  and in any  amendment or
supplement to the Prospectus.

           2.  Duties of CFI.  CFI  agrees  to  execute  and  clear all  futures
interests  brokerage  transactions  on behalf of the Customer in accordance with
instructions provided by DWR or the Trading Advisors, and the Customer agrees to
retain CFI as its clearing broker for the term of this Agreement.  CFI agrees to
maintain such number of  subaccounts  for the Customer as DWR  reasonably  shall
request.  The execution and clearing services of CFI provided hereunder shall be
in accordance with applicable exchange rules.

           CFI agrees to furnish to the Customer as soon as  practicable  all of
the  information  from  time to time in its  possession  which  Demeter,  as the
general partner of the Customer,  is required to furnish to the Limited Partners
pursuant to the Limited Partnership Agreement as from time to time in effect and
as required by applicable  law,  rules, or regulations and to perform such other
services  for the Customer as are set forth  herein and in the  Prospectus.  CFI
shall  disclose  such  information  (including,  without  limitation,  financial
statements)  regarding  itself  and its  affiliates  as may be  required  by the
Customer for SEC, CFTC and state blue sky disclosure purposes.

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

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

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

           4. Obligations and Expenses. Except as otherwise set forth herein and
in the  Prospectus,  the Customer,  and not CFI,  shall be  responsible  for all
taxes, management and incentive fees to the Trading Advisors, the brokerage fees
to DWR pursuant to the DWR Customer  Agreement,  and all extraordinary  expenses
incurred by it. DWR shall pay all of the organizational,  initial and continuing
offering, and ordinary administrative  expenses of the Customer (including,  but
not limited to, legal,  accounting,  and auditing fees,  printing costs,  filing
fees, escrow fees,  marketing costs and expenses,  and other related  expenses),
and all charges of CFI (as  described  in  paragraph 6 below),  and shall not be
reimbursed therefor.


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<PAGE>

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

           6. Compensation of CFI. In compensation of CFI's services pursuant to
this  Agreement,  DWR  shall pay to CFI such fees and costs as DWR and CFI shall
agree  from time to time,  and the  Customer  shall pay CFI all floor  brokerage
fees,  exchange fees,  clearinghouse  fees, NFA fees,  "give-up" fees, any taxes
(other than income taxes), any third party clearing costs incurred by CFI, costs
associated  with taking  delivery of futures  interests,  fees for  execution of
forward contract transactions (in the aggregate, "Transaction Costs"). DWR shall
reimburse the Customer at each month-end for all  Transaction  Costs incurred by
the  Customer.  The Customer  shall have no  obligation to reimburse DWR for any
payments made by DWR to CFI.

           7. Investment  Discretion.  The parties recognize that CFI shall have
no  authority  to direct the futures  interests  investments  to be made for the
Customer's  account,  but shall  execute  only such  orders  for the  Customer's
account as DWR,  Demeter or the Trading  Advisors  may direct from time to time.
However,  the parties agree that CFI, and not the Trading  Advisors,  shall have
the authority and responsibility with regard to the investment, maintenance, and
management  of the  Customer's  assets  that are held in  segregated  or secured
accounts, as provided in Section 8 hereof.

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

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

           10.  Delivery; Option Exercise.

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


                                      -3-
<PAGE>

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

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

           11. Standard of Liability and Indemnity. Subject to Section 2 hereof,
CFI and its  affiliates  (as defined below) shall not be liable to the Customer,
the  General  Partner or  Limited  Partners,  or any of its or their  respective
successors or assigns, for any act, omission, conduct, or activity undertaken by
or on behalf of the Customer pursuant to this Agreement which CFI determines, in
good  faith,  to be in the best  interests  of the  Customer,  unless  such act,
omission,  conduct, or activity by CFI or its affiliates  constituted misconduct
or negligence.

           The Customer  shall  indemnify,  defend and hold harmless CFI and its
affiliates  from and  against  any  loss,  liability,  damage,  cost or  expense
(including attorneys' and accountants' fees and expenses incurred in the defense
of any demands,  claims, or lawsuits)  actually and reasonably  incurred arising
from any act, omission,  conduct, or activity undertaken by CFI on behalf of the
Customer pursuant to this Agreement, including, without limitation, any demands,
claims  or  lawsuits  initiated  by a Limited  Partner  (or  assignee  thereof),
provided that (i) CFI has  determined,  in good faith,  that the act,  omission,
conduct,  or activity  giving rise to the claim for  indemnification  was in the
best interests of the Customer, and (ii) the act, omission, conduct, or activity
that was the basis for such loss,  liability,  damage,  cost, or expense was not
the result of misconduct or negligence. Notwithstanding anything to the contrary
contained  in the  foregoing,  neither  CFI nor any of its  affiliates  shall be
indemnified  by the Customer for any losses,  liabilities,  or expenses  arising
from or out of an alleged  violation of federal or state  securities laws unless
(a)  there  has been a  successful  adjudication  on the  merits  of each  count
involving alleged securities law violations as to the particular indemnitee,  or
(b) such claims have been  dismissed  with prejudice on the merits by a court of
competent  jurisdiction  as to the  particular  indemnitee,  or (c) a  court  of
competent   jurisdiction  approves  a  settlement  of  the  claims  against  the
particular  indemnitee  and finds that  indemnification  of the  settlement  and
related costs should be made, provided,  with regard to such court approval, the
indemnitee  must apprise the court of the position of the SEC, and the positions
of  the  respective  securities   administrators  of  Massachusetts,   Missouri,
Tennessee  and/or those other states and  jurisdictions  in which the plaintiffs
claim they were  offered or sold  Units,  with  respect to  indemnification  for
securities  laws violations  before seeking court approval for  indemnification.
Furthermore,  in any action or  proceeding  brought by a Limited  Partner in the
right  of the  Customer  to  which  CFI  or any  affiliate  thereof  is a  party
defendant,  any such person shall be indemnified  only to the extent and subject
to the conditions specified in this Section 11. The Customer shall make advances
to CFI or its affiliates hereunder only if: (i) the demand,  claim,  lawsuit, or
legal action relates to the performance of duties or services by such persons to
the Customer; (ii) such demand, claim, lawsuit, or legal action is not initiated
by a Limited Partner;  and (iii) such advances are repaid,  with interest at the
legal  rate  under  Delaware  law,  if the  person  receiving  such  advance  is
ultimately found not to be entitled to indemnification hereunder.

           CFI shall  indemnify,  defend and hold  harmless the Customer and its
successors or assigns from and against any losses,  liabilities,  damages, costs
or expenses  (including in connection  with the defense or settlement of claims;
provided  CFI  has  approved  such  


                                      -4-
<PAGE>

settlement)  incurred as a result of the  activities  of CFI or its  affiliates,
provided,  further, that the act, omission,  conduct, or activity giving rise to
the  claim  for  indemnification  was the  result of bad  faith,  misconduct  or
negligence.

           The  indemnities  provided in this  Section 11 by the Customer to CFI
and  its  affiliates   shall  be  inapplicable  in  the  event  of  any  losses,
liabilities,  damages,  costs,  or expenses  arising out of, or based upon,  any
material breach of any warranty, covenant, or agreement of CFI contained in this
Agreement  to the  extent  caused  by such  breach.  Likewise,  the  indemnities
provided in this Section 11 by CFI to the Customer and any of its successors and
assigns shall be inapplicable in the event of any losses, liabilities,  damages,
costs,  or expenses  arising out of, or based upon,  any material  breach of any
warranty,  covenant, or agreement of the Customer contained in this Agreement to
the extent caused by such breach.

           As used in this Section 11, the term  "affiliate"  of CFI shall mean:
(i) any natural person,  partnership,  corporation,  association, or other legal
entity directly or indirectly owning, controlling, or holding with power to vote
10% or more of the outstanding  voting  securities of CFI; (ii) any partnership,
corporation, association, or other legal entity 10% or more of whose outstanding
voting  securities are directly or indirectly  owned,  controlled,  or held with
power  to vote by CFI;  (iii)  any  natural  person,  partnership,  corporation,
association,   or  other  legal  entity  directly  or  indirectly   controlling,
controlled  by, or under  common  control  with,  CFI;  or (iv) any  officer  or
director of CFI.  Notwithstanding  the foregoing,  "affiliates"  for purposes of
this Section 11 shall include only those persons  acting on behalf of CFI within
the scope of the authority of CFI, as set forth in this Agreement.

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

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

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

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


                                      -5-
<PAGE>

                         (50%) or more of CFI's or such entity's (or their 
                         respective affiliate's) outstanding equity securities; 
                         and

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

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

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

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

Any such termination by any party shall be without penalty.

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

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

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

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


                                      -6-
<PAGE>

           if to the Customer:

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

           if to DWR:

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

           if to CFI:

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

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

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

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

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


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<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 TECHNICAL L.P

                               By:  Demeter Management Corporation,
                                    General Partner


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

                               DEAN WITTER REYNOLDS INC.


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

                               CARR FUTURES INC.


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


                                      -8-
<PAGE>

                                CARR FUTURES INC.
                            FUTURES ACCOUNT AGREEMENT

In consideration of the acceptance by Carr Futures Inc.  ("Carr") of one or more
accounts  of the  undersigned  ("Customer")  (if more than one account is at any
time opened or reopened  with Carr,  all are covered by this  Agreement  and are
referred  to  individually  and  collectively  as  the  "Account"),  and  Carr's
agreement  to act as broker,  directly  or  indirectly,  or as  dealer,  for the
execution,  clearance  and/or carrying of transactions for the purchase and sale
of commodity  interests,  including  commodities,  forward contracts,  commodity
futures  contracts,  options on  commodity  futures  contracts  and  transaction
involving  the  exchange  of futures  for cash  commodities  or the  exchange of
futures in  connection  with cash  commodity  transactions,  Customer  agrees as
follows:

1.    APPLICABLE RULES AND REGULATIONS

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

2.    PAYMENTS TO CARR

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

3.    CUSTOMER'S DUTY TO MAINTAIN ADEQUATE MARGIN

      Customer shall at all times, and without prior notice or demand from Carr,
      maintain adequate margin (also known as "performance bond") in the Account
      so  as  to  continually  to  meet  the  original  and  maintenance  margin
      requirements  established  by Carr  for  Customer.  Carr may  change  such
      requirements  from  time  to  time  at  Carr's  discretion.   Such  margin
      requirements  may exceed the margin  requirements  set by any  exchange or
      other regulatory authority and may vary from Carr's requirements for other
      customers. 

<PAGE>

      Customer  agrees,  when  so  requested,   orally  or  by  written  notice,
      immediately  (in no less than one hour) to wire  transfer (by federal bank
      wire system to the account of Carr) margin funds, and to furnish Carr with
      names of bank  officers  for  immediate  verification  of such  transfers.
      Customer  acknowledges  and agrees that Carr may receive and retain as its
      own  any  interest,  increment,  profit,  gain  or  benefit,  directly  or
      indirectly, accruing from any of the funds Carr receives from Customer.

4.    DELIVERY; OPTION EXERCISE

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

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

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

      Customer  understands  that (a) all short option  positions are subject to
      assignment at any time,  including  positions  established on the same day
      that  exercises are assigned,  and (b)  


                                      -2-
<PAGE>

      exercised  assignment  notices are allocated  randomly from among all Carr
      customer's short options  positions which are subject to exercise.  A more
      detailed  description  of Carr's  allocation  procedures is available upon
      request.

5.    FOREIGN CURRENCY

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

6.    CARR MAY LIMIT POSITIONS HELD

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

7.    NO WARRANTY AS TO INFORMATION OR RECOMMENDATION

      Customer acknowledges that:

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

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

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

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


                                      -3-
<PAGE>

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

8.    LIMITS ON CARR DUTIES; LIABILITY

      Customer agrees:

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

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

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

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

9.    EXTRAORDINARY EVENTS

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

10.   INDEMNIFICATION OF CARR, CONTRIBUTION AND REIMBURSEMENT

      (a)   To the extent  permitted by law,  Customer  agrees to indemnify  and
            hold  harmless  Carr  


                                      -4-
<PAGE>

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

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

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

11.   NOTICES; TRANSMITTALS

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

12.   CONFIRMATION CONCLUSIVE

      Confirmation  of trades and any other  notices  sent to Customer  shall be
      conclusive  and binding on Customer  unless  customer or Customer's  agent
      notifies Carr to the contrary (a) in the case of an oral report, orally at
      the  time  received  by  Customer  or its  agent;  or (b) in the case of a
      written  report or notice,  in writing  prior to opening of trading on the
      business  day next  following  receipt  of the  report.  In  addition,  if
      Customer has not received a written confirmation that a commodity interest
      transaction  has been executed  within three  business days after Customer
      has placed an order  with Carr to effect  such  transaction,  and has been
      informed  or  believes  that  such  order  has been or  should  have  been
      executed, then Customer immediately shall notify Carr thereof. Absent such
      notice,  Customer  conclusively  shall be deemed estopped to object and to
      have  waived any such  objection  to the failure to execute or cause to be
      executed such  transaction.  Anything in 


                                      -5-
<PAGE>

      this Section 12 notwithstanding,  neither Customer nor Carr shall be bound
      by any transaction or price reported in error.

13.   SECURITY INTEREST

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

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

14.   TRANSFER OF FUNDS

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

15.   CARR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS

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

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

      (b)   Whenever Carr  reasonably  considers it necessary for its protection
            because of margin requirements or otherwise;


                                      -6-
<PAGE>

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

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

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

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

      Carr shall have the right to (i) satisfy any  obligations  due Carr out of
      any  Customer's  property  (also  referred to as  "Collateral")  in Carr's
      custody or control,  (ii)  liquidate  any or all of  Customer's  commodity
      interest positions,  such liquidation shall include transactions involving
      the exchange of futures for cash commodities or the exchange of futures in
      connection  with cash commodity  transactions,  (iii) cancel any or all of
      Customer's  outstanding  orders,  (iv)  treat  any or  all  of  Customer's
      obligations due Carr as immediately  due and payable,  (v) sell any or all
      of Customer's property in Carr's custody or control in such manner as Carr
      determines to be commercially reasonable, and/or (vi) terminate any or all
      of Carr's obligations for future performance to Customer,  all without any
      notice to or demand on  Customer  if deemed  necessary  by Carr.  Any sale
      hereunder  may be made in any  commercially  reasonable  manner.  Customer
      agrees  that a prior  demand,  call or notice  shall not be  considered  a
      waiver of Carr's right to act without demand or notice as herein provided,
      that  Customer  shall at all times be liable for the  payment of any debit
      balance  owing  in each  Account  upon  demand  whether  occurring  upon a
      liquidation  as provided  under this  Section 15 or  otherwise  under this
      Agreement,  and  that  in all  cases  Customer  shall  be  liable  for any
      deficiency  remaining in each Account in the event of liquidation  thereof
      in whole or in part together with interest  thereon and all costs relating
      to liquidation and collection  (including  reasonable attorneys' fees). In
      the event that the provisions of Section 15, which relate to Collateral in
      any account carried by Carr for Customer other than an Account  instituted
      hereunder,  conflict with the agreement under which such other account was
      instituted,  such other  agreement  between Carr and  Customer  shall take
      precedence over the provisions of this Section 15.

16.   CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS

      Customer represents and warrants to and agrees with Carr that:


                                      -7-
<PAGE>

      (a)   Customer has full power and  authority to enter into this  Agreement
            and to  engage  in the  transactions  and  perform  its  obligations
            hereunder and contemplated hereby, and:

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

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

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

      (c)   Any  financial   statements  or  other   information   furnished  in
            connection  therewith  are true,  correct  and  complete.  Except as
            disclosed  in writing,  (i)  Customer is not a commodity  pool or is
            exempt  from  registration  under the  rules of the  CFTC,  and (ii)
            Customer  is  acting  solely  as  principal  and no one  other  than
            Customer  has any  interest  in any  Account of  Customer.  Customer
            hereby authorizes Carr to contact 


                                      -8-
<PAGE>

            such banks, financial institutions and credit agencies as Carr shall
            deem  appropriate  for  verification  of the  information  contained
            herein;

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

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

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

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

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

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


                                      -9-
<PAGE>

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

17.   SUCCESSORS AND ASSIGNS

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

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

      This Agreement may only be altered,  modified or amended by mutual written
      consent of the parties.  The rights and remedies conferred upon Carr shall
      be cumulative,  and its forbearance to take any remedial action  available
      to it under this  Agreement  shall not waive its right at any time or from
      time to time thereafter to take such action.

19.   SEVERABILITY

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

20.   CAPTIONS

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

21.   TERMINATION

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

22.   ENTIRE AGREEMENT

      This Agreement (as amended by the attached  Customer  Agreement  dated the
      date  hereof  into which this  Agreement  is  incorporated  by  reference)
      constitutes the entire agreement between Customer and Carr with respect to
      the subject matter hereof and supersedes any prior agreements  between the
      parties with respect to such subject matter.

23.   GOVERNING LAW; CONSENT TO JURISDICTION


                                      -10-
<PAGE>

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

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

24.   ARBITRATION AGREEMENT (OPTIONAL)

      Every dispute between  Customer and Carr arising out of or relating to the
      making or  performance of this  Agreement or any  transaction  pursuant to
      this  Agreement,  shall be settled by arbitration  in accordance  with the
      rules, then in effect, of the National Futures  Association,  the contract
      market upon which the  transacting  giving rise to the claim was executed,
      or the National  Association of Securities  Dealers as Customer may elect.
      If Customer does not make such election by  registered  mail  addressed to
      Carr at 10 South  Wacker  Drive,  Suite  1100,  Chicago,  Illinois  60606,
      Attention:  Legal/Compliance  Department,  within 45 days after  demand by
      Carr  that the  Customer  make  such  election,  then  Carr may make  such
      election. Carr agrees to pay any incremental fees which may be assessed by
      a qualified  forum for making  available a "mixed  panel" of  arbitrators,
      unless the  arbitrators  determine that Customer has acted in bad faith in
      initiating or conducting the proceedings. Judgment upon any aware rendered
      by  the  arbitrators  may be  entered  in any  court  having  jurisdiction
      thereof.

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


                                      -11-
<PAGE>

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

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

      YOU NEED NOT AGREE TO THIS  ARBITRATION  AGREEMENT TO OPEN AN
      ACCOUNT WITH CARR.

      See 17 CFR 1890.1-180.5.

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

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

      Without its prior notice,  Customer agrees that when Carr executes sell or
      buy orders on Customer's behalf, Carr, its directors, officers, employees,
      agents,  affiliates,  and any  floor  broker  may take the  other  side of
      customer's  transaction  through any Account of such person subject to its
      being executed at prevailing  prices in accordance with and subject to the
      limitations  and  conditions,  if any,  contained in applicable  rules and
      regulations.

26.   AUTHORIZATION TO TRANSFER FUNDS (OPTIONAL)

      Without limiting other provisions  herein,  Carr is authorized to transfer
      from any segregated  Account subject to the Commodity Exchange Act carried
      by Carr for the  Customer  to any other  Account  carried  by Carr for the
      Customer  such  amount  of  excess  funds  as in  Carr's  judgment  may be
      necessary at any time to avoid a margin call or to reduce a debit  balance
      in said Account.  It is understood  that Carr will confirm in writing 


                                      -12-
<PAGE>

      each such transfer of funds made pursuant to this  authorization  within a
      reasonable time after such transfer.

27.   ELECTRONIC TRANSMISSION OF STATEMENTS (OPTIONAL)

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

28.   SUBORDINATION AGREEMENT

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

      Funds of customers  trading on United States contract  markets may be held
      in accounts  denominated in a foreign currency with  depositories  located
      outside or inside the United States or its  territories if the customer is
      domiciled in a foreign country or if the funds are held in connection with
      contracts  priced and settled in a foreign  currency.  Such  accounts  are
      subject to the risk that events  could  occur which  hinder or prevent the
      availability of these funds for  distribution to customers.  Such accounts
      also may be subject to foreign currency exchange rate risks.

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

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


                                      -13-
<PAGE>

OPTIONAL ELECTIONS/ACKNOWLEDGMENT

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

Signature required for each election


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

CONSENT TO TAKE THE OTHER SIDE OF             
ORDERS (Agreement Paragraph 25)               X /s/ Mark J. Hawley       11-6-98
                                              ----------------------------------
                                                                          (Date)
AUTHORIZATION TO TRANSFER
FUNDS (Agreement Paragraph 26)                ----------------------------------
                                                                          (Date)

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

ACKNOWLEDGMENT OF SUBORDINATION               
AGREEMENT (Agreement Paragraph 28)            X /s/ Mark J. Hawley       11-6-98
(Required for accounts holding                ----------------------------------
non-U.S. currency)                                                        (Date)

HEDGE ELECTION

|_|   Customer confirms that all transactions in the Account will represent bona
      fide hedging  transactions,  as defined by the Commodity  Futures  Trading
      Commission,  unless Carr is notified  otherwise not later than the time an
      order is placed for the Account:

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

A) |_|   Liquidate  all  open  contracts  without  first  seeking
         instructions either from or on behalf of Customer.

B) |_|   Attempt  to  obtain  instructions  with  respect  to the
         disposition of all open contracts.

(If neither box is checked, Customer shall be deemed to elect A).)


                                      -14-
<PAGE>

ACKNOWLEDGMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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

o     Risk Disclosure Statement for Futures and Options
o     LME Risk Warning Notice
o     NYMEX ACCESS (SM) Risk Disclosure Statement
o     Globex(R)Customer Information and Risk Disclosure Statement
o     Project A(TM)Customer Information Statement
o     Questions & Answers on Flexible Options Trading at the CBOT
o     CME Average Pricing System Disclosure Statement
o     Special Notice to Foreign Brokers and Foreign Traders

REQUIRED SIGNATURES

CUSTOMER

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

Dean Witter Spectrum Technical L.P.
--------------------------------------------------------------------------------
Customer name(s)

By:   Demeter Management Corporation

By:  /s/ Mark J. Hawley                                  December 1, 1997
--------------------------------------------------------------------------------
Authorized signature(s)                                  Date

Mark J. Hawley, President                                               
--------------------------------------------------------------------------------
[If applicable, print name and title of signatory]

CARR FUTURES INC.

Accepted and Agreed:

Carr Futures Inc.

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

Title: Bruce A. Beatus, General Counsel      Title: Associate General Counsel
---------------------------------------      --------------------------------

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


                                      -15-