AMENDED AND RESTATED CUSTOMER AGREEMENT

                  THIS   AMENDED   AND   RESTATED   CUSTOMER   AGREEMENT   (this
"Agreement"),  made as of the 1st day of  December,  1997,  by and between  DEAN
WITTER SPECTRUM BALANCED L.P., a Delaware limited  partnership (the "Customer"),
and DEAN WITTER REYNOLDS INC., a Delaware corporation ("DWR");

                             W I T N E S S E T H :

                  WHEREAS,  the Customer was organized pursuant to a Certificate
of  Limited  Partnership  filed in the office of the  Secretary  of State of the
State of Delaware on April 29, 1994, and a Limited  Partnership  Agreement dated
as of May 27,  1994,  as amended,  between  Demeter  Management  Corporation,  a
Delaware corporation  ("Demeter"),  acting as general partner (in such capacity,
the "General Partner"),  and the limited partners of the Customer to trade, buy,
sell, spread or otherwise acquire,  hold, or dispose of commodities  (including,
but not limited, to foreign currencies, mortgage-backed securities, money market
instruments, financial instruments, and any other securities or items which are,
or may become,  the subject of futures contract  trading),  domestic and foreign
commodity  futures  contracts,  commodity  forward  contracts,  foreign exchange
commitments,  options on physical  commodities  and on futures  contracts,  spot
(cash)   commodities  and  currencies,   and  any  rights   pertaining   thereto
(hereinafter  referred to  collectively  as "futures  interests") and securities
(such as United States Treasury bills) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer funds and other securities on
a limited basis, and to engage in all activities incident thereto;

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

                  WHEREAS,  the  Customer  and DWR  entered  into  that  certain
Amended and  Restated  Customer  Agreement  dated as of  September  1, 1996 (the
"Customer Agreement"), whereby DWR agreed to perform futures interests brokerage
and certain other services for the Customer; and

                  WHEREAS,  the  Customer  and DWR wish to amend and restate the
Customer  Agreement  to set forth the terms and  conditions  upon which DWR will
continue to perform certain non-clearing futures interests brokerage and certain
other services for the Customer;

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

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

                  2.  Duties  of  DWR.  DWR  agrees  to  act  as a  non-clearing
commodity  broker for the Customer and introduce the Customer's  account to Carr
Futures,   Inc.  ("CFI")  for  execution  and  clearing  of  futures   interests
transactions on behalf of the Customer in accordance with instructions  provided
by the Trading Advisors, and the Customer agrees to retain DWR as a non-clearing
commodity broker for the term of this Agreement.

                  DWR agrees to furnish to the  Customer as soon as  practicable
all of the information from time to time in its possession which Demeter, as the
general partner of the Customer,  is required to furnish to the Limited Partners
pursuant to the Limited Partnership Agreement as from time to time in effect and
as required by applicable  law,  rules, or regulations and to perform such other
services for the Customer as are set forth herein and in the Prospectus.

                  3.  Obligations  and  Expenses.  Except as otherwise set forth
herein and in the  Prospectus,  the Customer,  and not DWR, shall be responsible
for all taxes, management and incentive fees to the Trading Advisors,  brokerage
fees to DWR, and all extraordinary expenses incurred by it. DWR shall pay all of
the organizational, initial and continuing offering, and ordinary administrative
expenses of the Customer (including,  but not limited to, legal, accounting, and
auditing fees,  printing costs,  filing fees,  escrow fees,  marketing costs and
expenses and other  related  expenses)  and all charges of CFI for executing and
clearing the Customer's  futures  interests  trades (as described in paragraph 5
below), and shall not be reimbursed therefor.

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

                  5.  Compensation  of DWR. The Customer will pay brokerage fees
to DWR at a monthly flat-rate.  The Customer will pay to DWR a monthly flat-rate
fee of 1/12 of 1.25% of the  Customer's  Net Assets (a 1.25%  annual rate) as of
the first day of each month.  DWR will receive such brokerage fees  irrespective
of the number of trades executed on the Customer's behalf.

                  DWR will pay, from  brokerage fees received by it, all charges
of CFI for  executing  and clearing  trades for the  Customer,  including  floor
brokerage fees, exchange fees, clearinghouse fees, NFA fees, "give up" fees, any
taxes (other than income taxes), any third party clearing costs incurred by CFI,
costs  associated  with  taking  delivery  of  futures  interests,  and fees for
execution of forward contract transactions.

                  From time to time, DWR may increase or decrease brokerage fees
to be charged  to the  Customer;  provided,  however,  that:  (i) notice of such
increase is mailed to each Limited  Partner at least five business days prior to
the last  date on which a  "Request  for  Redemption"  must be  received  by the
General  Partner with respect to the applicable  Redemption  Date; and (ii) such
notice shall describe the redemption and voting rights of Limited Partners.

                  Notwithstanding  the foregoing,  the  Customer's  expenses are
subject to the  following  limits:  (a) if the  Customer  were to pay  roundturn
brokerage commissions, the brokerage commissions (excluding transaction fees and
costs)  payable by the  Customer to DWR shall not exceed 80% of DWR's  published
non-member rates for speculative accounts and (b) the aggregate of (i) brokerage
commissions (or fees) payable to DWR, (ii) transaction fees and costs payable by
the Customer, and (iii) net excess interest and compensating balance benefits to
DWR (after  crediting the Customer with interest as described in the Prospectus)
shall not exceed 14% annually of the  Customer's  average  month-end  Net Assets
during each calendar year.

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

                  7.  Investment of Customer  Funds.  The Customer shall deposit
its assets in accounts with DWR. The Customer's  assets  deposited with DWR will
be segregated or secured in accordance with the Commodity  Exchange Act and CFTC
regulations.  DWR will credit the Customer with interest  income at month-end at
the rate  earned by DWR on its U.S.  Treasury  Bill  investments  with  customer
segregated  funds as if 100% of the Customer's  average daily Net Assets for the
month were invested in U.S.  Treasury Bills. All of such funds will be available
for  margin  for the  Customer's  trading.  For  the  purpose  of such  interest
payments,  Net Assets  will not  include  monies due to the  Customer on or with
respect  to forward  contracts  and other  futures  interests  but not  actually
received by it from banks,  brokers,  dealers and other  persons.  The  Customer
understands that it will not receive any other interest income on its assets and
that Broker will receive  interest  income from CFI, as agreed from time to time
by Broker and CFI, on the  Customer's  assets  deposited as margin with CFI. The
Customer's  funds will either be invested along with other  customer  segregated
and secured  funds of DWR or held in  non-interest  bearing bank  accounts.  The
Customer's  assets held by DWR may be used  solely as margin for the  Customer's
trading.

                  Ownership of the right to receive  interest on the  Customer's
assets pursuant to the preceding paragraph shall be reflected and maintained and
may be transferred only on the books and records of DWR. Any purported  transfer
of such ownership shall not be effective or recognized until such transfer shall
have been recorded on the books and records of DWR.

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

                  The Customer shall indemnify, defend and hold harmless DWR and
its affiliates  from and against any loss,  liability,  damage,  cost or expense
(including attorneys' and accountants' fees and expenses incurred in the defense
of any demands,  claims, or lawsuits)  actually and reasonably  incurred arising
from any act, omission,  conduct or activity  undertaken by DWR on behalf of the
Customer pursuant to this Agreement, including, without limitation, any demands,
claims  or  lawsuits  initiated  by a Limited  Partner  (or  assignee  thereof),
provided that (i) DWR has  determined,  in good faith,  that the act,  omission,
conduct,  or activity  giving rise to the claim for  indemnification  was in the
best interests of the Customer, and (ii) the act, omission, conduct, or activity
that was the basis for such loss,  liability,  damage,  cost, or expense was not
the result of misconduct or negligence. Notwithstanding anything to the contrary
contained  in the  foregoing,  neither  DWR nor any of its  affiliates  shall be
indemnified  by the Customer for any losses,  liabilities,  or expenses  arising
from or out of an alleged  violation of federal or state  securities laws unless
(a)  there  has been a  successful  adjudication  on the  merits  of each  count
involving alleged securities law violations as to the particular indemnitee,  or
(b) such claims have been  dismissed  with prejudice on the merits by a court of
competent  jurisdiction  as to the  particular  indemnitee,  or (c) a  court  of
competent   jurisdiction  approves  a  settlement  of  the  claims  against  the
particular  indemnitee  and finds that  indemnification  of the  settlement  and
related costs should be made, provided,  with regard to such court approval, the
indemnitee  must apprise the court of the position of the SEC, and the positions
of  the  respective  securities   administrators  of  Massachusetts,   Missouri,
Tennessee  and/or those other states and  jurisdictions  in which the plaintiffs
claim they were  offered or sold  Units,  with  respect to  indemnification  for
securities  laws violations  before seeking court approval for  indemnification.
Furthermore,  in any action or  proceeding  brought by a Limited  Partner in the
right  of the  Customer  to  which  DWR  or any  affiliate  thereof  is a  party
defendant,  any such person shall be indemnified  only to the extent and subject
to the conditions  specified in this Section 8. The Customer shall make advances
to DWR or its affiliates hereunder only if: (i) the demand,  claim,  lawsuit, or
legal action relates to the performance of duties or services by such persons to
the Customer; (ii) such demand, claim, lawsuit, or legal action is not initiated
by a Limited Partner;  and (iii) such advances are repaid,  with interest at the
legal  rate  under  Delaware  law,  if the  person  receiving  such  advance  is
ultimately found not to be entitled to indemnification hereunder.

                  DWR shall indemnify, defend and hold harmless the Customer and
its  successors  or assigns from and against any losses,  liabilities,  damages,
costs,  or expenses  (including in connection  with the defense or settlement of
claims;  provided DWR has approved such settlement)  incurred as a result of the
activities of DWR or its affiliates,  provided, further, that the act, omission,
conduct, or activity giving rise to the claim for indemnification was the result
of bad faith, misconduct or negligence.

                  The indemnities  provided in this Section 8 by the Customer to
DWR and its  affiliates  shall  be  inapplicable  in the  event  of any  losses,
liabilities,  damages,  costs,  or expenses  arising out of, or based upon,  any
material breach of any warranty, covenant, or agreement of DWR contained in this
Agreement  to the  extent  caused  by such  breach.  Likewise,  the  indemnities
provided in this Section 8 by DWR to the Customer and any of its  successors and
assigns shall be inapplicable in the event of any losses, liabilities,  damages,
costs,  or expenses  arising out of, or based upon,  any material  breach of any
warranty,  covenant, or agreement of the Customer contained in this Agreement to
the extent caused by such breach.

                  As used in this Section 8, the term  "affiliate"  of DWR shall
mean: (i) any natural person,  partnership,  corporation,  association, or other
legal entity directly or indirectly owning,  controlling,  or holding with power
to vote  10% or more of the  outstanding  voting  securities  of DWR;  (ii)  any
partnership,  corporation,  association,  or other  legal  entity 10% or more of
whose   outstanding   voting   securities  are  directly  or  indirectly  owned,
controlled,  or held  with  power  to vote by DWR;  (iii)  any  natural  person,
partnership,  corporation,  association,  or  other  legal  entity  directly  or
indirectly  controlling,  controlled by, or under common  control with,  DWR; or
(iv) any officer or director of DWR. Notwithstanding the foregoing, "affiliates"
for purposes of this Section 8 shall include only those persons acting on behalf
of DWR within the scope of the authority of DWR, as set forth in this Agreement.

                  9.  Term.  This  Agreement  shall  continue  in  effect  until
terminated by either party giving not less than 60 days' prior written notice of
termination  to the other party.  Any such  termination by either party shall be
without penalty.

                  10. 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.

                  11.  Assignment.  This Agreement may not be assigned by either
party without the express written consent of the other party.

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

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

                  if to the Customer:

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

                  if to DWR:

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

                  14.  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.

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

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



<PAGE>





                  IN WITNESS  WHEREOF,  this Agreement has been executed for and
on behalf of the undersigned as of the day and year first above written.


                              DEAN WITTER SPECTRUM BALANCED
                                L.P.

                              By:Demeter Management Corporation,
                                  General Partner


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


                              DEAN WITTER REYNOLDS, INC.


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



<PAGE>

FUTURES CUSTOMER AGREEMENT

In  consideration  of the acceptance by Dean Witter Reynolds Inc. ("DWR") of one
or more accounts of the  undersigned  ("Customer")  (if more than one account is
carried  by DWR,  all  are  covered  by  this  Agreement  and  are  referred  to
collectively as the "Account") and DWR's  agreement to act as Customer's  broker
for the execution,  clearance  and/or carrying of transactions  for the purchase
and  sale of  commodity  interests,  including  commodities,  commodity  futures
contracts and commodity options, Customer agrees as follows:

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

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

3.       CUSTOMER'S DUTY TO MAINTAIN ADEQUATE MARGIN - Customer shall at all
         times and without prior notice or demand from DWR maintain adequate
         margins in the account so as continually to meet the original and
         maintenance margin requirements established by DWR for Customer.  DWR
         may change such requirements from time to time at DWR's discretion.
         Such margin requirements may exceed the margin requirements set by
         any exchange or other regulatory authority and may vary from DWR's
         requirements for other customers.  Customer agrees, when so
         requested, immediately to wire transfer margin funds and to furnish
         DWR with names of bank officers for immediate verification of such
         transfers.  Customer acknowledges and agrees that DWR may receive and
         retain as its own any interest, increment, profit, gain or benefit
         directly or indirectly, accruing from any of the funds DWR receives
         from Customer.

4.       DELIVERY; OPTION EXERCISE

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

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

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

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

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

7.       NO WARRANTY AS TO INFORMATION OR RECOMMENDATION - Customer acknowledges
         that:

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

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

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

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

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

8.       LIMITS ON DWR DUTIES; LIABILITY - Customer agrees:

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

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

         (c)      that if Customer has authorized any third party or parties
                  to place orders or effect transactions on behalf of Customer
                  in any Account, each such party has been selected by
                  Customer based on its own evaluation and assessment of such
                  party and that such party is solely the agent of Customer,
                  and if any such party allocates commodity interests among
                  its customers, Customer has reviewed each such party's
                  commodity interest allocation system, has satisfied itself
                  that such allocation system is fair and will seek recovery
                  solely from such party to recover any damages sustained by
                  Customer as the result of any allocation made by such party;
                  and

         (d)      to waive any and all claims, rights or causes of action
                  which Customer has or may have against DWR or its officers,
                  employees and agents (i) arising in whole or in part,
                  directly or indirectly, out of any act or omission of any
                  person, whether or not legally deemed an agent of DWR, who
                  refers or introduces Customer to DWR or places orders for
                  Customer and (ii) for any punitive damages and to limit any
                  claims arising out of this Agreement or the Account to
                  Customer's direct out-of-pocket damages.

9.       EXTRAORDINARY EVENTS - Customer shall have no claim against DWR for
         any loss, damage, liability, cost, charge, expense, penalty, fine or
         tax caused directly or indirectly by (a) governmental, court,
         exchange, regulatory or self-regulatory organization restrictions,
         regulations, rules, decisions or orders, (b) suspension or
         termination of trading, (c) war or civil or labor disturbance,
         (d) delay or inaccuracy in the transmission or reporting of orders due
         to a breakdown or failure of computer services, transmission or
         communication facilities, (e) the failure or delay by any exchange to
         enforce its rules or to pay to DWR any margin due in respect of
         Customer's Account, (f) the failure or delay by any bank, trust
         company, clearing organization or other person which, pursuant to
         applicable exchange rules, is holding Customer funds, securities or
         other property to pay or deliver the same to DWR or (g) any other
         cause or causes beyond DWR's control.

10.      INDEMNIFICATION OF DWR - Customer agrees to indemnify,  defend and hold
         harmless DWR and its  officers,  employees  and agents from and against
         any loss, cost, claim,  damage (including any consequential  cost, loss
         or damage), liability or expense (including reasonable attorneys' fees)
         and any fine,  sanction or penalty made or imposed by any regulatory or
         self-regulatory  authority or any  exchange as the result,  directly or
         indirectly, of:

         (a)      Customer's  failure or refusal to comply with any provision of
                  this  Agreement  or perform any  obligation  on its part to be
                  performed pursuant to this Agreement; and

         (b)      Customer's  failure to timely deliver any security,  commodity
                  or other property previously sold by DWR on Customer's behalf.

11       NOTICES; TRANSMITTALS - DWR shall transmit all communications to
         Customer at Customer's address, telefax or telephone number set forth
         in the accompanying Futures Account Application or to such other
         address as Customer may hereafter direct in writing.  Customer shall
         transmit all communications to DWR (except routine inquiries
         concerning the Account) to 130 Liberty Street, New York, NY 10006,
         Attention:  Futures Compliance Officer.  All payments and deliveries
         to DWR shall be made as instructed by DWR from time to time and shall
         be deemed received only when actually received by DWR.

12.      CONFIRMATION CONCLUSIVE - Confirmation of trades and any other
         notices sent to Customer shall be conclusive and binding on Customer
         unless Customer or Customer's agent notifies DWR to the contrary
         (a) in the case of an oral report, orally at the time received by
         Customer or its agent or (b) in the case of a written report or
         notice, in writing prior to opening of trading on the business day
         next following receipt of the report.  In addition, if Customer has
         not received a written confirmation that a commodity interest
         transaction has been executed within three business days after
         Customer has placed an order with DWR to effect such transaction, and
         has been informed or believes that such order has been or should have
         been executed, then Customer immediately shall notify DWR thereof.
         Absent such notice, Customer conclusively shall be deemed estopped to
         object and to have waived any such objection to the failure to
         execute or cause to be executed such transaction.  Anything in this
         Section 12 withstanding, neither Customer nor DWR shall be bound by
         any transaction or price reported in error.

13.      SECURITY INTEREST - All money and property ("collateral") now or at any
         future time held in Customer's  Account,  or otherwise  held by DWR for
         Customer,  is subject to a security  interest  in DWR's favor to secure
         any  indebtedness  at any time  owing to it by  Customer.  DWR,  in its
         discretion,  may  liquidate  any  collateral  to satisfy  any margin or
         Account  deficiencies  or to  transfer  the  collateral  to the general
         ledger account of DWR.

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

15.      DWR'S RIGHT TO LIQUIDATE  CUSTOMER POSITIONS - In addition to all other
         rights of DWR set forth in this Agreement:

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

         (b)      whenever,  in its  discretion,  DWR considers it necessary for
                  its protection because of margin requirements or otherwise;

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

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

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

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

         DWR shall have the right to (i) satisfy any  obligations due DWR out of
         any Customer's property in DWR's custody or control, (ii) liquidate any
         or all of Customer's commodity interest positions,  (iii) cancel any or
         all  of  Customer's  outstanding  orders,  (iv)  treat  any  or  all of
         Customer's obligations due DWR as immediately due and payable, (v) sell
         any or all of  Customer's  property in DWR's custody or control in such
         manner as DWR  determines to be  commercially  reasonable,  and/or (vi)
         terminate any or all of DWR's  obligations  for future  performance  to
         Customer,  all  without any notice to or demand on  Customer.  Any sale
         hereunder may be made in any commercially  reasonable manner.  Customer
         agrees that a prior  demand,  call or notice shall not be  considered a
         waiver  of DWR's  right to act  without  demand  or  notice  as  herein
         provided, that Customer shall at all times be liable for the payment of
         any debit balance owing in each account upon demand  whether  occurring
         upon a liquidation as provided under this Section 15 or otherwise under
         this Agreement,  and that in all cases Customer shall be liable for any
         deficiency  remaining  in each  Account  in the  event  of  liquidation
         thereof in whole or in part  together  with  interest  thereon  and all
         costs relating to  liquidation  and  collection  (including  reasonable
         attorneys' fees).

16.      CUSTOMER   REPRESENTATIONS,   WARRANTIES   AND  AGREEMENTS  -  Customer
         represents and warrants to and agrees with DWR that:

         (a)      Customer has full power and authority to enter into this
                  Agreement and to engage in the transactions and perform its
                  obligations hereunder and contemplated hereby and (i) if a
                  corporation or a limited liability company, is duly
                  organized under the laws of the jurisdiction set forth in
                  the accompanying Futures Account Application, or (ii) if a
                  partnership, is duly organized pursuant to a written
                  partnership agreement and the general partner executing this
                  Agreement is duly authorized to do so under the partnership
                  agreement;

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

         (c)      The accompanying Futures Account Application and Personal
                  Financial Statements, if applicable, (including any
                  financial statements furnished in connection therewith) are
                  true, correct and complete.  Except as disclosed on the
                  accompanying Futures Account Application or otherwise
                  provided in writing, (i) Customer is not a commodity pool or
                  is exempt from registration under the rules of the
                  Commission, and (ii) Customer is acting solely as principal
                  and no one other than Customer has any interest in any
                  Account of Customer.  Customer hereby authorizes DWR to
                  contact such banks, financial institutions and credit
                  agencies as DWR shall deem appropriate for verification of
                  the information contained herein.

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

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

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

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

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

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

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

17.      SUCCESSORS AND ASSIGNS - This  Agreement  shall inure to the benefit of
         DWR, its successors and assigns, and shall be binding upon Customer and
         Customer's executors, trustees, administrators, successors and assigns,
         provided,  however,  that this  Agreement is not assignable by Customer
         without the prior written consent of DWR.

18.      MODIFICATION OF AGREEMENT BY DWR; NON-WAIVER PROVISION - This
         Agreement may only be altered, modified or amended by mutual written
         consent of the parties, except that if DWR notifies Customer of a
         change in this Agreement and Customer thereafter effects a commodity
         interest transaction in an account, Customer agrees that such action
         by Customer will constitute consent by Customer to such change.  No
         employee of DWR other than DWR's General Counsel or his or her
         designee, has any authority to alter, modify, amend or waive in any
         respect any of the terms of this Agreement.  The rights and remedies
         conferred upon DWR shall be cumulative, and its forbearance to take
         any remedial action available to it under this Agreement shall not
         waive its right at any time or from time to time thereafter to take
         such action.

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

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

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

22.      ENTIRE  AGREEMENT - This  Agreement  constitutes  the entire  agreement
         between  Customer and DWR with respect to the subject matter hereof and
         supersedes  any prior  agreements  between the parties  with respect to
         such subject matter.

23.      GOVERNING LAW; CONSENT TO JURISDICTION -

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

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

24.      ARBITRATION AGREEMENT (OPTIONAL) - Every dispute between Customer and
         DWR arising out of or relating to the making or performance of this
         Agreement or any transaction pursuant to this Agreement, shall be
         settled by arbitration in accordance with the rules, then in effect,
         of the National Futures Association, the contract market upon which
         the transaction giving rise to the claim was executed, or the
         National Association of Securities Dealers as Customer may elect.  If
         Customer does not make such election by registered mail addressed to
         DWR at 130 Liberty Street, 29th Floor, New York, NY 10006;
         Attention:  Deputy General Counsel, within 45 days after demand by
         DWR that the Customer make such election, then DWR may make such
         election.  DWR agrees to pay any incremental fees which may be
         assessed by a qualified forum for making available a "mixed panel" of
         arbitrators, unless the arbitrators determine that Customer has acted
         in bad faith in initiating or conducting the proceedings.  Judgment
         upon any award rendered by the arbitrators may be entered in any
         court having jurisdiction thereof.

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

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

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

         YOU NEED NOT AGREE TO THIS ARBITRATION AGREEMENT TO OPEN AN ACCOUNT
         WITH DWR.  See 17 CFR 180.1-180.5.  ACCEPTANCE OF THIS ARBITRATION
         AGREEMENT REQUIRES A SEPARATE SIGNATURE ON PAGE 8.

25.      CONSENT TO TAKE THE OTHER SIDE OF ORDERS (OPTIONAL) - Without its
         prior notice, Customer agrees that when DWR executes sell or buy
         orders on Customer's behalf, DWR, its directors, officers, employees,
         agents, affiliates, and any floor broker may take the other side of
         Customer's transaction through any account of such person subject to
         its being executed at prevailing prices in accordance with and
         subject to the limitations and conditions, if any, contained in
         applicable rules and regulations.

26.      AUTHORIZATION TO TRANSFER FUNDS (OPTIONAL) - Without limiting other
         provisions herein, DWR is authorized to transfer from any segregated
         account subject to the Commodity Exchange Act carried by DWR for the
         Customer to any other account carried by DWR for the Customer such
         amount of excess funds as in DWR's judgment may be necessary at any
         time to avoid a margin call or to reduce a debit balance in said
         account.  It is understood that DWR will confirm in writing each such
         transfer of funds made pursuant to this authorization within a
         reasonable time after such transfer.

27.      SUBORDINATION AGREEMENT (APPLIES ONLY TO ACCOUNTS WITH FUNDS HELD IN
         FOREIGN COUNTRIES) - Funds of customers trading on United States
         contract markets may be held in accounts denominated in a foreign
         currency with depositories located outside the United States or its
         territories if the customer is domiciled in a foreign country or if
         the funds are held in connection with contracts priced and settled in
         a foreign currency.  Such accounts are subject to the risk that
         events could occur which hinder or prevent the availability of these
         funds for distribution to customers.  Such accounts also may be
         subject to foreign currency exchange rate risks.

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

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



<PAGE>




OPTIONAL ELECTIONS

The following  provisions,  which are set forth in this  agreement,  need not be
entered into to open the Account.  Customer  agrees that its optional  elections
are as follows:
                                             SIGNATURE REQUIRED FOR EACH
                                                       ELECTION
ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                             -----------------------------------

CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                     X /s/ Mark J. Hawley
                                             -----------------------------------

AUTHORIZATION TO TRANSFER FUNDS:
(Agreement Paragraph 26)
                                             -----------------------------------

ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                     X /s/ Mark J. Hawley
                                             -----------------------------------
                                             (Required for accounts holding non-
                                              U.S. currency)

--------------------------------------------------------------------------------
HEDGE ELECTION

     Customer confirms that all transactions in the Account will           [ ]
     represent bona fide hedging transactions, as defined by the
     Commodity Futures Trading Commission, unless DWR is notified
     otherwise not later than the time an order is placed for the
     Account [check box if applicable]:


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

    A.    Liquidate all open contracts without first seeking               [ ]
          instructions either from or on behalf of Customer.

    B.    Attempt to obtain instructions with respect to the               [ ]
          disposition of all open contracts. (IF NEITHER BOX IS
          CHECKED, CUSTOMER SHALL BE DEEMED TO ELECT A)

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

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

The undersigned each hereby acknowledges its separate receipt from DWR, and
its understanding of each of the following documents prior to the opening of
the account:
|o| Risk Disclosure Statement        |o| Project A(TM)  Customer Information
    for Futures and Options              Statement
    (in the form prescribed by CFTC 
    Regulation 1.55(c))
|o| LME Risk Warning Notice          |o| Questions & Answers  on  Flexible 
                                         Options Trading at the CBOT
|o| Dean Witter Order Presumption    |o| CME Average  Pricing  System Disclosure
    for After Hours                      Statement       
    Electronic Markets
|o| NYMEX ACCESS(SM) Risk Disclosure   |o| Special Notice to Foreign Brokers
    Statement                            and Foreign Traders
|o| Globex(R) Customer Information 
    and Risk Disclosure Statement

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

REQUIRED SIGNATURES

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

DEAN WITTER SPECTRUM GLOBAL BALANCED L. P.
--------------------------------------------------------------------------------
CUSTOMER NAME(S)
By: DEMETER MANAGEMENT CORPORATION

By: /s/ Mark J. Hawley                      December 1, 1997
-----------------------------------------   ------------------------------------
AUTHORIZED SIGNATURE(S)                     DATE
--------------------------------------------------------------------------------

Mark J. Hawley, President
--------------------------------------------------------------------------------
(If applicable, print name and title of signatory)