Exhibit 10.02

                              MANAGEMENT AGREEMENT

                  THIS  AGREEMENT,  made as of the 1st  day of  November,  1994,
among DEAN WITTER SPECTRUM  TECHNICAL L.P., a Delaware limited  partnership (the
"Partnership"),  DEMETER  MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General Partner"), and CHESAPEAKE CAPITAL CORPORATION,  an Illinois 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  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;


<PAGE>

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

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

                  (a) The Trading  Manager agrees with respect to the continuing
offering of Units: (i) to make all disclosures  regarding itself, its principals
and affiliates,  its trading  performance,  its trading  systems,  methods,  and
strategies  (subject to the need,  in the  reasonable  discretion of the Trading
Manager,  to preserve the secrecy of  proprietary  information  concerning  such
systems,  methods,  and  strategies),  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") 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
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 


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<PAGE>

policies of the Partnership described in writing to the Trading Manager and with
applicable   speculative  position  limits,  (ii)  to  fund  any  distributions,
redemptions,   or   reapportionments   among  other  trading   managers  to  the
Partnership,  (iii) to pay the  Partnership's  expenses,  (iv) to the extent the
General  Partner  believes  doing  so is  necessary  for the  protection  of the
Partnership,  (v) to terminate the futures interests trading of the Partnership,
or (vi) to comply with any  applicable law or  regulation.  The General  Partner
agrees not to  override  any such  instructions  for the  reasons  specified  in
clauses (ii) or (iii) of the preceding sentence unless the Trading Manager fails
to comply with a request of the General Partner to make the necessary  amount of
funds available to the Partnership within five days of such request. The Trading
Manager shall not be liable for the  consequences of any decision by the General
Partner to override  instructions of the Trading  Manager,  except to the extent
that the Trading Manager is in breach of this Agreement.  In performing services
to the  Partnership  the Trading  Manager shall  utilize the trading  program(s)
described in the Prospectus,  as modified from time to time. The Trading Manager
shall  give the  General  Partner  prior  written  notice of any  change in such
program(s)  the Trading  Manager  considers to be material (and shall not effect
such change on behalf of the Partnership without the General Partner's consent),
it being  understood that changes in the futures  interests  traded shall not be
deemed an alteration in the Trading Manager's trading program(s).

                  (b) The Trading Manager shall:

                  (i)  Exercise  good  faith  and due  care in  trading  futures
            interests for the account of the  Partnership in accordance with the
            prohibitions  and trading  policies of the  Partnership  provided in
            writing to the Trading Manager and the trading systems, methods, and
            strategies of the Trading Manager described in the Prospectus,  with
            such  changes and  additions  to such  trading  systems,  methods or
            strategies as the Trading Manager,  from time to time,  incorporates
            into its trading approach for accounts the size of the Partnership.

                  (ii) Subject to reasonable  assurances of  confidentiality  by
            the  General  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.


                                      -3-
<PAGE>

                  (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  Trading  Manager  requested  by the General
            Partner  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) Subject to Section 8a(a) hereof, 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,  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 floors 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 


                                      -4-
<PAGE>

apportionment  of Net Assets to any such  trading  manager(s)  pursuant  to this
Section 3 shall neither  terminate  this  Agreement nor modify in any regard the
respective  rights and obligations of the  Partnership,  the General Partner and
the Trading Manager  hereunder.  In the event that an additional trading manager
or managers is so  designated,  the Trading  Manager  shall  thereafter  receive
management  and incentive fees based,  respectively,  on that portion of the Net
Assets managed by the Trading  Manager and the Trading  Profits  attributable to
the trading by the Trading Manager.

                  (b) The General Partner may at any time 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  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.


                                      -5-
<PAGE>

                  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
            manager(s) of the  Partnership.  The initial  incentive  period will
            commence  on the  date of the  Partnership's  initial  closing  (the
            "Initial  Closing") and shall end on the last day of the first month
            ending after such Closing occurs.

                  (b) If this  Agreement is  terminated on a date other than the
last day of the month,  the incentive fee described above shall be determined as
if such date were the end of the 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 in which the
Partnership account managed by the Trading Manager engaged in trading operations
or utilized  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


                                      -6-
<PAGE>

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 on such  contract  for such  day.  The  market  value of a forward
contract or a futures or option  contract 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 pro rata portion of the monthly
brokerage fee relating 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  amounts  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 amounts 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 interests 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.

                  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 


                                      -7-
<PAGE>

expiration of such  three-year  period,  the Trading  Manager may terminate this
Agreement at the end of the three-year period by providing written notice to the
Partnership  indicating  that the  Trading  Manager  desires to  terminate  such
Agreement  at the  end of  such  three-year  period.  If  the  Agreement  is not
terminated  upon  the  expiration  of  the  three-year  period,  then  upon  the
expiration of such three-year period,  this Agreement shall  automatically renew
for an additional  one-year  period and shall  continue to renew for  additional
one-year periods until this Agreement is otherwise  terminated,  as provided for
herein.  At least  thirty  days  prior to the  expiration  of any such  one-year
period,  the Trading  Manager may  terminate  this  Agreement  at the end of the
current  one-year  period  by  providing   written  notice  to  the  Partnership
indicating  that the Trading  Manager desires to terminate such Agreement at the
end of such one year period.  This Agreement  shall terminate if the Partnership
terminates.  The Partnership shall have the right to terminate this Agreement at
its  discretion  (a) at any month end upon 5 days' prior  written  notice to the
Trading  Manager or (b) at any time upon written  notice to the Trading  Manager
upon the occurrence of any of the following events:  (i) if any person described
as a "principal" of the Trading Manager in the Prospectus  ceases for any reason
to be an active executive  officer of the Trading  Manager;  (ii) if the Trading
Manager become 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 thereof, 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 Trading Manager certifies to the
General  Partner  in  writing  that it  believes  such  changes  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 the Partnership will be materially  adversely
affected;  (iv) the Partnership  materially breaches this Agreement and does not
correct the breach within 10 days of receipt of a written  notice of such breach
from the Trading  Manager;  or (v) the  Trading  Manager has amended its trading
program to include a foreign  futures or option  contract  which may lawfully be
traded  by  the  Partnership  under  CFTC  regulations  and  counsel,   mutually
acceptable  to the  parties,  has not


                                      -8-
<PAGE>

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;  or
(vi) the assets  allocated to the Trading  Manager fall below  $1,000,000 at any
time.

                  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 connection
with this Agreement,  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.  Notwithstanding
anything to the contrary in this Agreement,  Mr. R. Jerry Parker, Jr. shall have
no  liability  to the  Partnership,  the  General  Partner  or  their  officers,
shareholders,  directors  or  controlling  person  under  this  Agreement  or in
connection with the  transactions  contemplated by this Agreement  except in the
case of fraud or willful misconduct by Mr. R. Jerry Parker, Jr. himself.

                  (b)  Trading  Manager   Indemnity  in  Respect  of  Management
Activities.  The Trading Manager shall  indemnify,  defend and hold harmless the
Partnership and the General Manager, their controlling persons, their affiliates
and  their  respective  directors,   officers,   shareholders,   employees,  and
controlling  persons  from and  against  any and all  losses,  claims,  damages,
liabilities (joint and several),  costs, and expenses  (including any reasonable
investigatory,  legal,  and other expenses  incurred in connection with, and any
amounts paid in, any  settlement,  provided that the Trading  Manager shall have
approved  such  settlement)  incurred  as a result  of any  action  or  omission
involving the Partnership's futures interests trading of the Trading Manager, or
any of its  controlling  persons or  affiliates or their  respective  directors,
officers,  partners,  shareholders,  or employees;  provided that such liability
arises from an act or omission of the Trading Manager, or any of its controlling
persons  or  affiliates  or  their  respective  directors,  officers,  partners,
shareholders,  or employees which is found by a court of competent  jurisdiction
upon entry of a final  judgment  (or, if no final  judgment  is  entered,  by an
opinion  rendered by counsel who is approved by the  Partnership and the Trading
Manager,  such approval not to be unreasonably  withheld) to be a breach of this
Agreement 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 Indemnity in Respect of Management Activities.
The Partnership and the General Partner shall, jointly and severally, indemnify,
defend, and hold


                                      -9-
<PAGE>

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 this Agreement (except as covered by
paragraph  (e)  below)  or  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  judgment  finds (or, if no final
judgment 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,  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  certificates
delivered  pursuant to this  Agreement or the failure by the Trading  Manager to
perform  any  covenant  made by the  Trading  Manager  herein;  (ii) the factual
accuracy of the  information  relating to the  Trading  Manager in the  customer
brochure  attached  hereto  as  Exhibit  A (the  "Customer  Brochure");  (iii) a
misleading or untrue  statement or alleged  misleading or untrue  statement of a
material  fact  made  in the  Registration  Statement  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,  and such statement or omission relates  specifically to the Trading
Manager, or its Trading Manager Principals (including the historical performance
tables but excluding the pro forma performance information unless such statement
or omission was based on inaccurate  historical actual information  furnished by
the  Trading  Manager  in  connection  with the  preparation  of such pro  forma
performance information), and was made in reliance upon, and in conformity with,
written information or instructions furnished by the Trading Manager, and in the
case of the  Customer  Brochure  only,  was  approved  in writing by the Trading
Manager.

                  (e)  Partnership  Indemnity  in Respect of Sale of Units.  The
Partnership and the General Partner agree, jointly and severally,  to indemnify,
defend  and  hold  harmless  the  


                                      -10-
<PAGE>

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

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

                  (g) Promptly after receipt by an indemnified  person of notice
of the  commencement  of any action,  claim,  or  proceeding to which any of the
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 preceding  paragraph,  if, in any action,
claim,  or  proceeding  as to  which  indemnification  is or  may  be  available
hereunder, an indemnified person reasonably 


                                      -11-
<PAGE>

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  favor any account  advised or
managed by the Trading Manager over the account of the Partnership in any way or
manner (other than by charging  different  management  and/or  incentive  fees).
Subject to the Trading  Manager's  obligations under applicable law, 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  regulations  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
regulation of the CFTC or any other regulatory body, exchange, or board so as to
require the 


                                      -12-
<PAGE>

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 accounts'  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 


                                      -13-
<PAGE>

            Trading  Manager  Principals'  trading  approaches,   systems,   and
            performance  information,   as  applicable,   (i)  the  Registration
            Statement and  Prospectus  contain all  statements  and  information
            required to be included  therein under the  Commodity  Exchange Act,
            (ii) the  Registration  Statement as of its effective  date will not
            contain any  misleading  or untrue  statement of a material  fact or
            omit to state a material fact which is required to be stated therein
            or necessary to make the statements therein not misleading and (iii)
            the  Prospectus at its date of issue and as of each closing will not
            contain any untrue  statement of a material  fact or omit to state a
            material fact necessary to make the statements  therein, in light of
            the  circumstances  under  which  such  statements  were  made,  not
            misleading.

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

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

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

                  (ix) Since the  respective  dates as of which  information  is
            given in the  Registration  Statement and the Prospectus,  except as
            may  otherwise  be stated  in or  contemplated  by the  Registration
            Statement  and the  Prospectus,  there  has not  been  any  material
            adverse change in the condition, financial or otherwise, business or
            prospects of the Trading Manager or any Trading Manager Principal.

                  (x)  Except  as set  forth in the  Registration  Statement  or
            Prospectus  there has not been in the five years  preceding the date
            of the  Prospectus  and there is not pending,  or to the best of the
            Trading  Manager's  knowledge   threatened,   any  action,  suit  or
            proceeding  before  or by any  court or other  governmental  body to
            which the Trading Manager or any Trading Manager Principal is or was
            a party,  or to which any of the assets of the Trading Manager is or
            was subject and which resulted in or might reasonably be expected to
            result in any material adverse change in the condition, financial or
            otherwise,  business or  prospects  of the Trading  Manager or which
            would  be  


                                      -14-
<PAGE>

            material to an  investor's  decision  to invest in the  Partnership.
            None of the Trading  Manager or any Trading  Manager  Principal  has
            received  any  notice  of an  investigation  by the NFA or the  CFTC
            regarding noncompliance by the Trading Manager or any of the Trading
            Manager Principals with the Commodity Exchange Act.

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

                  (xii) The actual performance of each discretionary  account of
            a client  directed  by the Trading  Manager and the Trading  Manager
            Principals  since at least the later of (i) the date of commencement
            of trading for each such  account or (ii) a date five years prior to
            the effective date of the  Registration  Statement,  is disclosed in
            the  Prospectus   (other  than  such   discretionary   accounts  the
            performance  of  which  are  exempt  from  Commodity   Exchange  Act
            disclosure  requirements);  all of  the  information  regarding  the
            actual  performance  of the accounts of the Trading  Manager and the
            Trading  Manager  Principals set forth in the Prospectus is complete
            and accurate in all material  respects and is in accordance with and
            in compliance with the disclosure  requirements  under the Commodity
            Exchange  Act and the  Securities  Act,  including  the  Division of
            Trading and Markets "notional equity" advisories and interpretations
            and the rules and regulations of the NFA, except as disclosed in the
            Prospectus.

                  (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 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 (subject to the limitation set forth in
            Section 1).


                                      -15-
<PAGE>

                  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,   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  the  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.


                                      -16-
<PAGE>

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

                  (vi) The  Registration  Statement and  Prospectus  contain all
            statements and  information  required to be included  therein by the
            Commodity Act. When the  Registration  Statement  becomes  effective
            under the 1933 Act and at all  times  subsequent  thereto  up to and
            including each Closing,  the  Registration  Statement and Prospectus
            will comply in all material  respects with the  requirements  of the
            1933  Act,  the  SEC  Regulations,  the  rules  of the  NFA  and the
            Commodity Act. The  Registration  Statement as of its effective date
            will not contain any  misleading  or untrue  statement of a material
            fact or omit to state a material fact required to be stated  therein
            or  necessary to make the  statements  therein not  misleading.  The
            Prospectus  as of its date of  issue  and at each  Closing  will not
            contain any  misleading  or untrue  statement of a material  fact or
            omit to state a  material  fact  necessary  to make  the  statements
            therein,  in light of the circumstances  under which such statements
            were made, not misleading.  The supplemental sales literature,  when
            read in conjunction with the Prospectus, will not contain any untrue
            statement  of a  material  fact  or omit to  state a  material  fact
            necessary  to  make  the  statements   therein,   in  light  of  the
            circumstances under which such statements were made, not misleading.
            The supplemental sales literature will comply with the Commodity Act
            and  the   regulations   and  rules  of  the  NFA  and  NASD.   This
            representation  and  warranty  shall  not,  however,  apply  to  any
            statement or omission in the Registration  Statement,  Prospectus or
            supplemental   sales   literature  made  in  reliance  upon  and  in
            conformity with information furnished by and relating to the Trading
            Manager, its trading methods or its trading performance.

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

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

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


                                      -17-
<PAGE>

                  (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 and will not use any such  amendments or supplements as 


                                      -18-
<PAGE>

            to which the  Trading  Manager in writing has  reasonably  or timely
            objected to the references of the Trading Manager.

                  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)  (but in the case of (b) below not more than once a
year), 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:


                                      -19-
<PAGE>

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

                  (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  


                                      -20-
<PAGE>

            preceding the date of the Prospectus  against the Trading Manager of
            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 on certain SEC No-Action letters,  as
            of the closing the performance 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 misleadin g;  provided, however, that such
            counsel need express no opinion or belief as to the performance data
            and notes or  descriptions  thereto  set  forth in the  Registration
            Statement  and  Prospectus,  except that such  counsel  shall opine,
            without  rendering any opinion as to the accuracy of the information
            in such tables,  that the actual  performance  tables of the Trading
            Manager  set  forth  in the  Prospectus  comply  as to  form  in all
            material  respects with  applicable  CFTC rules and all CFTC and NFA
            interpretations thereof, except as disclosed in the Prospectus.

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

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


                                      -21-
<PAGE>

                  (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)  (but in the case of (b) below not more than once a
year), 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 effect 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


                                      -22-
<PAGE>

            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 of whether such  enforceability is
            considered  in a  proceeding  in  equity or at law),  and  except as
            enforceability  of  indemnification,  exculpation  and  contribution
            provisions contained in such agreements may be limited by applicable
            law or public policy.

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

                  (vi) To the best of such counsel's  knowledge,  based upon due
            inquiry of certain  officers  of the General  Partner,  there are no
            actions, claims or proceedings pending or threatened in any court or
            before or by any governmental or administrative body, nor have there
            been any such  suits,  claims or  proceedings  within the five years
            preceding the date of the Prospectus,  to which the General Partner,
            any General Partner Principal, or the Partnership is or was a party,
            or to which any of their  assets is or was  subject,  which would be
            material to an investor's  decision to invest in the  Partnership or
            which might  reasonably be expected to materially  adversely  affect
            the  condition,  financial or otherwise,  or business of the General
            Partner, or the Partnership,  whether or 


                                      -23-
<PAGE>

            not arising in the  ordinary  course of  business,  or impair  their
            ability  to  discharge   their   obligations  as  described  in  the
            Prospectus.

                  (vii) The  Registration  Statement is effective under the 1933
            Act and, to the best of such counsel's knowledge, no proceedings for
            a stop order are pending or  threatened  under  Section  8(d) of the
            1933 Act or any similar state securities laws.

                  (viii)  At  the  time  the   Registration   Statement   became
            effective,   the  Registration  Statement,   and  at  the  time  the
            Prospectus  was  issued  and  as of  the  closing,  the  Prospectus,
            complied as to form in all material  respects with the  requirements
            of the 1933 Act, the Securities  Regulations,  the Commodity Act and
            the  regulations  of the  NFA and  NASD.  Nothing  has  come to such
            counsel's  attention  that  would  lead  them to  believe  that  the
            Registration Statement at the time it became effective contained any
            untrue  statement of a material  fact or omitted to state a material
            fact  required  to be  stated  therein  or  necessary  to  make  the
            statements  therein not  misleading,  or that the  Prospectus at the
            time it was issued or at the closing  contained an untrue  statement
            of a material fact or omitted to state a material fact  necessary to
            make the statements  therein,  in light of the  circumstances  under
            which  they were  made,  not  misleading;  provided,  however,  that
            Cadwalader,  Wickersham & Taft need express no opinion or belief (a)
            as to  information  in the  Registration  Statement  and  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 the
            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,  officials,  officers of the General Partner and
other sources believed by it to be responsible and may assume that signatures on
all documents examined by it are genuine, and that a Subscription  Agreement and
Power of Attorney  in the forms  referred  to in the  Prospectus  have been duly
authorized, completed, dated, executed, and delivered and funds representing the
full  subscription  price for the Units  purchased  have been  delivered by each
purchaser  of  Units  in  accordance  with  the  requirements  set  forth in the
Prospectus.

                  18. Inconsistent Filings.

                  The Trading  Manager  agrees not to file,  participate  in the
filing  of,  or  publish  any  description  of the  Trading  Manager,  or of its
respective principals or trading approaches that is materially inconsistent with
those in the  Registration  Statement and  Prospectus,  without so informing the
General  Partner  and  furnishing  to it  copies  of all such  filings  within a
reasonable  period  prior  to  the  date  of  filing  or  publication.  No  such
description shall be published or filed to which the General Partner  reasonably
objects, except as otherwise required by law. 

                  19. Disclosure Documents.


                                      -24-
<PAGE>

                  (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 August
26, 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.

                  20. Notices.

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

                  if to the Partnership:

                           Dean Witter Spectrum Technical 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:

                           Mr. John M. Hoade
                           Chesapeake Capital Corporation
                           62 Broad Street
                           Manakin-Sabot, Virginia  23103

                           With a copy to:

                           William D. Kerr, Esq.
                           Sidley & Austin
                           One First National Plaza
                           Chicago, Illinois  60603


                                      -25-
<PAGE>

                  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, except that Trading Manager may seek a
declaratory  judgment  with respect to the  indemnification  provisions  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.


                                      -26-
<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         
                                                ------------------------------

                                            DEMETER MANAGEMENT CORPORATION

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

                                            CHESAPEAKE CAPITAL CORPORATION

                                            By  /s/ John M. Hoade          
                                                ------------------------------