Exhibit 10.03

                              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 JOHN W.
HENRY & CO., a California corporation (the "Trading Manager").

                              W I T N E S S E T H:

                  WHEREAS,  the Partnership  has been organized  pursuant to the
Limited Partnership Agreement dated as of May 27, 1994 (the "Limited Partnership
Agreement") to engage primarily in speculative trading of commodities (including
foreign  currencies,   mortgage-backed  securities,  money  market  instruments,
financial  instruments,  obligations  of or  guaranteed  by  the  United  States
Government,  and any other financial instruments,  securities,  stock, financial
and economic indexes, and items which are now or may hereafter be the subject of
futures  contract  trading),  futures  contracts,   forward  contracts,  foreign
exchange commitments,  options on physical commodities and on futures contracts,
spot  (cash)  commodities  and  currencies,  and any rights  pertaining  thereto
(hereinafter  referred to  collectively  as "futures  interests") and securities
(such as United States Treasury bills) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer funds;

                  WHEREAS,   the   Partnership   intends   to  become  a  member
partnership  of the Dean Witter  Spectrum  Series (the "Fund Group") by entering
into an  agreement  pursuant  to which  units of  limited  partnership  interest
("Units")  of such member  partnerships  will be sold to  investors  in a common
offering under the Securities  Act of 1933, as amended (the  "Securities  Act"),
pursuant to a Registration Statement on Form S-1 (No. 33-80146) (as amended from
time  to  time,  the  "Registration  Statement")  and a final  Prospectus  dated
September 15, 1994,  constituting  a part thereof (as amended and  supplemented,
the "Prospectus"), and thereafter, pursuant to which such Units can be exchanged
by a limited partner of a member partnership of the Fund Group at the end of any
month after he has been a limited  partner of a member  partnership  of the Fund
Group for six months for Units of other member partnerships of the Fund Group at
100% of the respective Net Asset Value thereof;

                  WHEREAS,  the Trading Manager has extensive experience trading
in futures  interests and is willing to provide  certain  services and undertake
certain obligations as set forth herein;

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

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

<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  provided that nothing  herein shall  require the Trading  Manager to
disclose any  proprietary  information  concerning  such systems,  methods,  and
strategies),  any  client  accounts  over  which  it has  discretionary  trading
authority  (other than the names of any such  clients),  and  otherwise,  as the
Partnership  may  reasonably  require  (x)  to  be  made  in  the  Partnership's
Prospectus  required by Section 4.21 of the  regulations of the CFTC,  including
any  amendments or  supplements  thereto,  or (y) to comply with any  applicable
federal or state law or rule or  regulation,  including  those of the Securities
and Exchange  Commission (the "SEC"), the CFTC, the National Futures Association
(the "NFA"), the National  Association of Securities Dealers,  Inc. (the "NASD")
or any  other  regulatory  body,  exchange,  or  board;  and (ii)  otherwise  to
cooperate with the Partnership and the General Partner by providing  information
regarding the Trading  Manager in connection  with the preparation and filing of
the  Registration   Statement  and  Prospectus,   including  any  amendments  or
supplements  thereto,  with the  SEC,  CFTC,  NFA,  NASD,  and with  appropriate
governmental  authorities as part of making  application for registration of the
Units  under  the  securities  or Blue  Sky  laws of such  jurisdictions  as the
Partnership may deem  appropriate.  As used herein,  the term "principal"  shall
have the meaning as defined in Section 4.10(e) of the CFTC's Regulations and the
term "affiliate"  shall mean an individual or entity that directly or indirectly
controls,  is  controlled  by, or is under  common  control  with,  the  Trading
Manager.

                  (b) If,  while  Units  continue  to be offered  and sold,  the
Trading Manager becomes aware of any materially  untrue or misleading  statement
or omission  regarding  itself or any of its  principals  or  affiliates  in the
Registration  Statement  or  Prospectus,  or of the  occurrence  of any event or
change in circumstances  which would result in there being any materially untrue
or misleading statement or omission in the Registration  Statement or Prospectus
regarding  itself or any of its principals or affiliates,  such Trading  Manager
shall  promptly  notify the General  Partner and shall  cooperate with it in the
preparation  of any necessary  amendments  or  supplements  to the  Registration
Statement or Prospectus.  Neither the Trading Manager nor any of its principals,
or affiliates,  or any  Stockholders,  officers,  directors,  or employees shall
distribute the  Prospectus or selling  literature or shall engage in any selling
activities whatsoever in connection with the continuing offering of Units except
as may be specifically requested by the General Partner.

                  2. Duties of the Trading Manager.

                  (a)  Upon  the  commencement  of  trading  operations  by  the
Partnership,  the Trading  Manager hereby agrees to act as a Trading Manager for
the Partnership and, as such, shall have sole authority and  responsibility  for
directing the  investment  and  reinvestment  of its allocable  share of the Net
Assets of the Partnership  which shall initially be allocated  equally among its
Original  Investment Program and Financial and Metals Portfolio on the terms and
conditions  and in accordance  with the  prohibitions  and trading  policies set
forth in this Agreement or provided in writing to the Trading Manager; provided,
however,  that the General 


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<PAGE>

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

                  (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,  that the Trading Manager offers 10 different  portfolios 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 the Trading  Manager other than  proprietary
            information (including, without limitation,  information relating to
            changes in control,  principals,  trading approach or any materially
            adverse  change  in  Trading  Manager's  financial  condition).  The
            General Partner  acknowledges that all trading  instructions made by
            the  Trading  Manager  will  be held in  confidence  by the  General
            Partner,  except to the extent  necessary to conduct the business of
            the Partnership or as required by law.

                  (iv) Inform the  General  Partner  when the Trading  Manager's
            open positions  maintained by the Trading Manager exceed the Trading
            Manager's applicable speculative position limits.

                  (c) All purchases and sales of futures  interests  pursuant to
this Agreement shall be for the account, and at the risk, of the Partnership and
not for the  account,  or at the  risk,  of the  Trading  Manager  or any of its
stockholders,  directors,  officers, or employees,  or any other person, if any,
who controls the Trading  Manager within the meaning of the Securities  Act. All
brokerage  fees  arising from  trading by the Trading  Manager  shall be for the
account of the Partnership.  The Trading Manager makes no  representations as to
whether its trading will produce profits or avoid losses.

                  (d)   Notwithstanding   anything  in  this  Agreement  to  the
contrary,  the Trading  Manager shall assume  financial  responsibility  for any
errors committed or caused by it in transmitting orders for the purchase or sale
of futures interests for the  Partnership's  account including payment to DWR of
the floor brokerage  commissions,  exchange and NFA fees, and other  transaction
charges  and  give-up  charges  incurred  by DWR on such trades but only for the
amount of DWR's  out-of-pocket  costs in respect thereof.  The Trading Manager's
errors shall include,  but not be limited to, inputting improper trading signals
or communicating incorrect orders to DWR. However, the Trading Manager shall not
be  responsible  for errors  committed or caused by DWR or by 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 


                                      -4-
<PAGE>

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 and the  apportionment of Net Assets to any such trading manager
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 Net Assets are
reallocated  from the Trading  Manager,  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.  The Trading  Manager  shall have the right to refuse any  additional
allocations to be made pursuant to this Section 3(b).

                  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 on the last day of each  month,
            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 (as defined in Section 6(c))
            allocated  to the Trading  Manager  calculated  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 a month.  If this Agreement is terminated on a date
other than the end of a month,  the  management  fee  described  above  shall be
determined  as if such  date  were  the end of a month,  but  such fee  shall be
prorated  based on the ratio of the number of trading days in the month  through
the date of  termination  to the total number of trading days in the month.  If,
during any month after the Partnership  commences trading operations  (including
the month in which the Partnership  commences such operations),  the Partnership
does not conduct business operations, or suspends trading for the account of the
Partnership  managed  by the  Trading  Manager,  or,  as a  result  of an act or
material failure to act by the Trading  Manager,  is otherwise unable to utilize
the  trading  advice of the Trading  Manager on any of the trading  days of that
period for any reason,  the  management  fee  described  above shall be prorated
based on the  ratio of the  number  of  trading  days in the  month 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.

                  (f) If the Trading Manager's  allocated Net Assets are reduced
pursuant to Section 3 hereof on a date other than the last day of the month, the
Trading  Manager  shall be paid an  incentive  fee with  respect to any  Trading
Profits earned as of such date with respect to the Net Assets to be reallocated.


                                      -7-
<PAGE>

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

                  7. Term.

                  This Agreement  shall continue in effect for a period of three
years  after  the end of the month in which the  Partnership  commences  trading
operations.  At least  thirty days prior to the  expiration  of such  three-year
period,  the Trading  Manager may  terminate  this  Agreement  at the end of the
three-year period by providing written notice to the Partnership indicating that
the Trading  Manager  desires to  terminate  such  Agreement  at the end of such
three-year period. If the Agreement is not terminated upon the expiration of the
three-year  period,  then upon the expiration of such  three-year  period,  this
Agreement shall  automatically renew for an additional one-year period and shall
continue  to renew for  additional  one-year  periods  until this  Agreement  is
otherwise terminated,  as provided for herein. At least thirty days prior to the
expiration of any such one-year  period,  the Trading Manager may terminate this
Agreement at the end of the current one-year period by providing  written notice
to the Partnership indicating that the Trading Manager desires to terminate such
Agreement at the end of such one year period.  This Agreement shall terminate if
the Partnership  terminates.  The Partnership  shall have the right to terminate
this Agreement at its discretion (a) at any month end upon 5 days' prior written
notice to the  Trading  Manager  or (b) at any time upon  written  notice to the
Trading Manager upon the occurrence of any of the following events:  (i) if John
W. Henry ceases for any reason to be a principal 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;  (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  


                                      -8-
<PAGE>

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

                  (b)  Trading  Manager   Indemnity  in  Respect  of  Management
Activities.  The Trading Manager shall  indemnify,  defend and hold harmless the
Partnership and the General 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 business or activities  undertaken by the Trading Manager pursuant
to this Agreement;  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.  The  termination of any
demand, claim, lawsuit, action or proceeding by settlement 


                                      -9-
<PAGE>

shall not, in itself,  create a presumption that the conduct in question was not
undertaken  in good  faith  in a manner  reasonably  believed  to be in,  or not
opposed to, the best interest of the Partnership.

            (c)  Partnership  and  General  Partner   Indemnity  in  Respect  of
Management  Activities.  The Partnership and the General Partner shall,  jointly
and severally,  indemnify,  defend,  and hold harmless the Trading Manager,  its
controlling persons, their affiliates and their respective directors,  officers,
shareholders,  employees,  and controlling persons, from and against any and all
losses, claims,  damages,  liabilities (joint and several),  costs, and expenses
(including any reasonable  investigatory,  legal, and other expenses incurred in
connection  with,  and any amounts paid in, any  settlement;  provided  that the
Partnership shall have approved such settlement) resulting from a demand, claim,
lawsuit,  action, or proceeding (other than those incurred as a result of claims
brought by or in the right of an indemnified  party) relating to the business or
activities  undertaken by the Trading  Manager  pursuant to this  Agreement or a
breach of this Agreement or a breach of a  representation,  warranty or covenant
of the  General  Partner  or  Partnership;  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. The termination of any demand, claim, lawsuit, action or proceeding
by settlement  shall not, in itself,  create a  presumption  that the conduct in
question was not undertaken in good faith in a manner reasonably  believed to be
in, or not opposed to, the best interest of the Partnership.

            (d)  Trading  Manager  Indemnity  in Respect  of Sale of Units.  The
Trading Manager shall indemnify,  defend and hold harmless DWR, the Partnership,
the General  Partner,  any Additional  Seller,  and their affiliates and each of
their officers, directors,  principals,  shareholders,  controlling persons from
and against any loss, claim,  damage,  liability,  cost, and expense,  joint and
several, to which any indemnified person may become subject under the Securities
Act, the Securities  and Exchange Act of 1934,  the Commodity  Exchange Act, the
securities  or Blue Sky law of any  jurisdiction,  or otherwise  (including  any
reasonable investigatory, legal, and other expenses incurred in connection with,
and any amounts paid in, any  settlement,  provided that the  Partnership  shall
have  approved  such  settlement,  and in  connection  with  any  administrative
proceedings),  in respect  of the offer or sale of Units,  insofar as such loss,
claim, damage, liability, cost, or expense (or action in respect thereof) arises
out  of,  or is  based  upon:  (i) a  breach  by  the  Trading  Manager  of  any
representation,  warranty,  or agreement in this  Agreement or any  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, 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 


                                      -10-
<PAGE>

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  tables and the notes  thereto  unless such
statement or omission was based on information  furnished by the Trading Manager
for the General Partner's  preparation of such pro forma tables), or was made in
reliance  upon, and in conformity  with,  written  information  or  instructions
furnished  by the Trading  Manager,  and, in the case of the  Customer  Brochure
only, was approved in writing by the Trading Manager.

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

            (f) Notwithstanding  anything in the above to the contrary,  John W.
Henry shall have no liability to the General  Partner or the  Partnership  under
this  Agreement or in  connection  with the  transactions  contemplated  by this
Agreement except for fraud and willful misconduct by John W. Henry.

            (g) 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.

            (h) 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, 


                                      -11-
<PAGE>

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 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 or
if there is a final  judgment for the  plaintiff in any such action,  claim,  or
proceeding, 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). The
Trading Manager agrees to treat the  Partnership in a fiduciary  capacity to the
extent recognized by applicable law, but, subject to that standard,  the Trading
Manager  or any of its  principals  or  affiliates  shall be free to advise  and
manage  accounts for other  investors and shall be free to trade on the basis of
the same trading systems, methods, or strategies employed by the Trading Manager
for the account of the Partnership,  or trading systems,  methods, or strategies
which are entirely  independent of, or materially different from, those employed
for the  account of the  Partnership,  and shall be free to 


                                      -12-
<PAGE>

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

            (c)  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
regulations of the CFTC or any other regulatory body,  exchange,  or board so as
to require the  significant  modification of positions taken or intended for the
account of the  Partnership;  provided  that the Trading  Manager may modify its
trading systems,  methods or strategies to accommodate the trading of additional
funds or accounts. If applicable speculative position limits are exceeded by the
Trading  Manager in the opinion of (i)  independent  counsel (who shall be other
than counsel to the  Partnership),  (ii) the CFTC, or (iii) any other regulatory
body, exchange,  or board, the Trading Manager and its principals and affiliates
shall  promptly  liquidate  positions in all of their  accounts,  including  the
Partnership's  account,  as to which  positions  are  attributed  to the Trading
Manager as nearly as possible in proportion to the 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 Original
      Investment  Program and  Financial  and Metals  Portfolio on behalf of the
      Partnership as 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  Original  Investment  Program and  Financial  and
      Metals Portfolio as 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


                                      -13-
<PAGE>

      contracts traded with DWR, and such commodity interests which are approved
      in writing by the General Partner.

            (iv) The Trading Manager is duly organized,  validly existing and in
      good  standing  as a  corporation  under  the  laws  of the  state  of its
      incorporation and is qualified to do business as a foreign corporation and
      in good standing in each other jurisdiction in which the nature or conduct
      of its business requires such  qualification and the failure to so qualify
      would materially adversely affect the Trading Manager's ability to perform
      its duties under this  Agreement.  The Trading  Manager has full corporate
      power and authority to perform its obligations  under this Agreement,  and
      as  described  in the  Registration  Statement  and  Prospectus.  The only
      principals  (as defined in Rule 4.10(e) under the Commodity  Exchange Act)
      of the Trading Manager are those set forth in the Prospectus (the "Trading
      Manager Principals").

            (v) All references to the Trading  Manager and each Trading  Manager
      Principal,  including the Trading Manager's trading  approaches,  systems,
      and  performance,  in the  Registration  Statement and the  Prospectus are
      accurate  and  complete  in all  material  respects.  With  respect to the
      material  relating  to  the  Trading  Manager  and  each  Trading  Manager
      Principal,  including  the  Trading  Manager's  and  the  Trading  Manager
      Principals' trading approaches,  systems, and performance information,  as
      applicable  (excluding  pro  forma  performance  information  unless  such
      statement  or omission was based on  information  furnished by the Trading
      Manager for the  preparation of such pro forma  performance  information),
      (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  


                                      -14-
<PAGE>

      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 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.

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


                                      -15-
<PAGE>

            (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.

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

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

            (i) The Partnership has provided to the Trading  Manager,  and filed
      with the Securities and Exchange  Commission (the "SEC"), the Registration
      Statement  and has  filed  copies  thereof  with:  (i) the CFTC  under the
      Commodity   Exchange  Act  and  the  rules  and  regulations   promulgated
      thereunder (collectively,  the "Commodity Act"); (ii) the NASD pursuant to
      its  Rules of Fair  Practice;  and (iii)  the NFA in  accordance  with NFA
      Compliance Rule 2-13. The  Partnership  will not file any amendment to the
      Registration  Statement or any amendment or  supplement to the  Prospectus
      unless the Trading Manager has received  reasonable  prior notice of and a
      copy of such  amendments or supplements  and has not  reasonably  objected
      thereto in writing.

            (ii) The Limited Partnership Agreement provides for the subscription
      for and sale of the Units;  all action required to be taken by the General
      Partner and the  Partnership  as a  condition  to the sale of the Units to
      qualified  subscribers  therefor  has been,  or prior to each  Closing  as
      defined  in the  Prospectus  have been  taken;  and,  upon  payment of the
      consideration  therefor specified in each accepted Subscription  Agreement
      and Power of Attorney  or Exchange  Agreement  and Power of  Attorney,  as
      applicable,  in such  forms are  attached  to the  Prospectus  (except  as
      otherwise specified herein, the term "Subscription  Agreement and Power of
      Attorney" shall also mean the Exchange  Agreement and Power of Attorney in
      case of  subscribers  executing  same),  the Units will  constitute  valid
      limited partnership interests in the Partnership.


                                      -16-
<PAGE>

            (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.

            (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.


                                      -17-
<PAGE>

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

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

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

            (x) Except as set forth in the Registration Statement or Prospectus,
      there has not been in the five years  preceding the date of the Prospectus
      and  there  is not  pending  or,  to the  best  of the  General  Partner's
      knowledge,  threatened, any action, suit or proceeding at law or in equity
      before  or by any  court  or by any  federal,  state,  municipal  or other
      governmental  body or any  administrative,  self-regulatory  or  commodity
      exchange  organization  to which the General Partner or the Partnership is
      or was a party,  or to which any of the assets of the  General  Partner or
      the Partnership is or was subject; and neither the General Partner nor any
      of the principals of the General Partner, as "principals" is defined under
      Rule 4.10 under the  Commodity  Act  ("General  Partner  Principals")  has
      received  any notice of an  investigation  by the NFA,  NASD,  SEC or CFTC
      regarding  non-compliance  by the General  Partner or the General  Partner
      Principals or the Partnership with the Commodity Act or the 1933 Act which
      is material to an investor's decision to invest in the Partnership.

            (xi) The General Partner and each principal of the General  Partner,
      as defined in Rule 3.1 under the Commodity Act, have all federal and state
      governmental,  regulatory  and exchange  approvals and licenses,  and have
      effected all filings and registrations  with federal and state and foreign
      governmental  agencies  required to conduct  their  business and to act as
      described in the  Registration  Statement  and  Prospectus  or required to
      perform  their  obligations  under  this  Agreement  (including,   without
      limitation,  registration as a commodity pool operator under the Commodity
      Act and  membership  in the NFA as a  commodity  pool  operator)  and will
      maintain all such required approvals,  licenses, filings and registrations
      for  the  term  of  this  Agreement.   The  General  Partner's  principals
      identified in the  Registration  Statement are all of the General  Partner
      Principals.


                                      -18-
<PAGE>

            (b) Covenants of the General Partner.  The General Partner covenants
and agrees that:

            (i) The General  Partner  shall use its best efforts to maintain all
      registrations  and  memberships  necessary  for  the  General  Partner  to
      continue to act as described herein and in the Prospectus and to all times
      comply in all material  respects  with all  applicable  laws,  rules,  and
      regulations,  to the extent  that the  failure  to so comply  would have a
      materially  adverse  effect on the  General  Partner's  ability  to act as
      described herein and in the Prospectus.

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

            (iii) The Partnership  will furnish to the Trading Manager copies of
      the  Registration  Statement,  the  Prospectus,  and  all  amendments  and
      supplements thereto, in each case as soon as available.

            12. Merger or Transfer of Assets of Trading Manager.

            The  Trading  Manager  may  merge or  consolidate  with,  or sell or
otherwise transfer its advisory business, or all or a substantial portion of its
assets,  any  portion  of its  commodity  trading  systems  or  methods,  or its
goodwill,   to  any  entity  that  is  directly  or  indirectly  controlled  by,
controlling,  or under common control with, the Trading  Manager,  provided that
such entity expressly  assumes all obligations of the Trading Manager under this
Agreement and agrees to continue to operate the business of the Trading Manager,
substantially as such business is being conducted on the date hereof.

            13. Complete Agreement.

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

            14. Assignment.

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

            15. Amendment.

            This Agreement may not be amended  except by the written  consent of
the parties hereto.


                                      -19-
<PAGE>

            16. Severability.

            The  invalidity  or   unenforceability  of  any  provision  of  this
Agreement  or any  covenant  herein  contained  shall not affect the validity or
enforceability of any other provision or covenant hereof or herein contained and
any such invalid provision or covenant shall be deemed to be severable.

            17. Closing Certificates and Opinions.

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

            (a) To DWR, the General  Partner and the  Partnership a certificate,
dated the date of any such  closing and in form and  substance  satisfactory  to
such parties, to the effect that:

            (i) The  representations  and  warranties by the Trading  Manager in
      this Agreement are true,  accurate,  and complete on and as of the date of
      the closing, as if made on the date of the closing.

            (ii) The Trading  Manager has performed all of its  obligations  and
      satisfied  all of the  conditions on its part to be performed or satisfied
      under this Agreement, at or prior to the date of such closing.

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

            (i) The Trading Manager is a corporation  duly organized and validly
      existing under the laws of the state of its incorporation and is qualified
      to do business and in good  standing in each other  jurisdiction  in which
      the nature or conduct of its business requires such  qualification and the
      failure to be duly qualified would materially adversely affect the Trading
      Manager's  ability to perform its obligations  under this  Agreement.  The
      Trading  Manager has full  corporate  power and  authority  to conduct its
      business as described in the Registration  Statement and Prospectus and to
      perform its obligations under this Agreement.

            (ii) The Trading Manager (including the Trading Manager  Principals)
      has all governmental,  regulatory,  self-regulatory and commodity exchange
      and clearing association licenses and memberships required by law, and the
      Trading Manager (including the Trading Manager Principals) has received or
      made all filings and  registrations  necessary to perform its  obligations
      under this  Agreement  and to conduct  its  business as  described  in the
      Registration   Statement  and   Prospectus,   except  for  such  licenses,
      memberships,  filings  and  registrations,  the absence of which would not
      have a material  adverse  effect on its ability to act as described in the
      Registration  Statement and Prospectus or to perform its obligations under
      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.


                                      -20-
<PAGE>

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

            (iv) Based  upon due  inquiry of  certain  officers  of the  Trading
      Manager, to the best of such counsel's  knowledge,  except as disclosed in
      the Prospectus, there are no material actions, claims or proceedings known
      to such counsel either  threatened or pending in any court or before or by
      any  governmental  or  administrative  body nor have  there  been any such
      actions, claims or proceedings at any time within the five years preceding
      the date of the  Prospectus  against  the  Trading  Manager 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,  the
      performance by the Trading  Manager of the  transactions  contemplated  by
      this  Agreement  and as described in the  Prospectus  will not require the
      Trading  Manager to be registered as an "investment  adviser" as that term
      is defined in the Investment Advisers Act of 1940, as amended.

            (vii) Nothing has come to such  counsel's  attention that would lead
      them to believe that, (A) the Registration Statement at the time it became
      effective,  insofar  as  the  Trading  Manager  and  the  Trading  Manager
      Principals  are  concerned,  contained any untrue  statement of a material
      fact or omitted to state a material fact required to be stated  therein or
      necessary  to make  the  statements  therein  not  misleading,  or (B) the
      Prospectus at the time it was issued or at the closing contained an untrue
      statement of a material fact or omitted to state a material fact necessary
      in order to make the statements therein relating to the Trading Manager or
      the Trading Manager Principals,  in light of the circumstances under which
      they were made, not misleading;  provided, however, that such counsel need
      express  no  opinion  or  belief as to the  performance  data and notes or
      descriptions   thereto  set  forth  in  the  Registration   Statement  and
      Prospectus,  except that 


                                      -21-
<PAGE>

      such counsel shall opine, without rendering any opinion as to the accuracy
      of the information in such tables,  that the actual  performance tables of
      the Trading  Manager set forth in the Prospectus  comply as to form in all
      material  respects  with  applicable  CFTC  rules  and  all  CFTC  and NFA
      interpretations thereof, except as disclosed in the Prospectus.

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

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

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

            (a) To the  Trading  Manager  a  certificate,  dated the date of the
Initial 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 


                                      -22-
<PAGE>

      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 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


                                      -23-
<PAGE>

            inquiry  of  certain  officers  of the  General  Partner,  will  not
            constitute  a breach of, or default  under,  or a  violation  of any
            agreement or  instrument  known to such counsel by which the General
            Partner or the  Partnership is bound and will not violate any order,
            law,  rule or regulation  applicable  to the General  Partner or the
            Partnership of any court or any governmental  body or administrative
            agency or panel or self-regulatory  organization having jurisdiction
            over the General Partner or the Partnership.

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

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

                  (viii)  At  the  time  the   Registration   Statement   became
            effective,   the  Registration  Statement,   and  at  the  time  the
            Prospectus  was  issued  and  as of  the  closing,  the  Prospectus,
            complied as to form in all material  respects with the  requirements
            of the 1933 Act, the Securities  Regulations,  the Commodity Act and
            the  regulations  of the  NFA and  NASD.  Nothing  has  come to such
            counsel's  attention  that  would  lead  them to  believe  that  the
            Registration Statement at the time it became effective contained any
            untrue  statement of a material  fact or omitted to state a material
            fact  required  to be  stated  therein  or  necessary  to  make  the
            statements  therein not  misleading,  or that the  Prospectus at the
            time it was issued or at the closing  contained an untrue  statement
            of a material fact or omitted to state a material fact  necessary to
            make the statements  therein,  in light of the  circumstances  under
            which  they were  made,  not  misleading;  provided,  however,  that
            Cadwalader,  Wickersham & Taft need express no opinion or belief (a)
            as to  information  in the  Registration  Statement  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 


                                      -24-
<PAGE>

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.   

                  (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 May 31,
1994. Failure to provide a disclosure  document shall not constitute a breach of
this Agreement  unless the Trading  Manager fails to provide a document within 7
days of a  request.  

                  (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


                                      -25-
<PAGE>

                  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:

                           John W. Henry & Co., Inc.
                           One Glendinning Place
                           Westport, Connecticut  06880
                           Attn: [___________________]

                  21. Survival.

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

                  22. Governing Law.

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

                  23. Remedies.

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

                  24. Headings.

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


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

                               JOHN W. HENRY & CO., INC.


                               By   /s/ Bruce Nemirow                        
                                    ----------------------------------