Exhibit 10.2



                   THE MERRILL LYNCH FUTURESACCESS(SM) PROGRAM

















                                SELLING AGREEMENT




              Private Placement of Limited Liability Company Units










                        Effective as of October 31, 2004


                    MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC
                                     Manager



               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                  Selling Agent


<PAGE>



<TABLE>
<CAPTION>
                                     THE MERRILL LYNCH FUTURESACCESS(SM) PROGRAM



                                                  SELLING AGREEMENT

                                                  TABLE OF CONTENTS

Section                                                                                                      Page
-------                                                                                                      ----


<S>        <C>                                                                                                   <C>
SECTION 1.  REPRESENTATIONS AND WARRANTIES OF THE MANAGER.........................................................2


SECTION 2.  OFFERING AND SALE OF UNITS............................................................................4


SECTION 3.  COVENANTS OF THE MANAGER..............................................................................6


SECTION 4.  OFFERING MATERIALS....................................................................................7


SECTION 5.  CONDITIONS OF CLOSING.................................................................................7


SECTION 6.  INDEMNIFICATION AND EXCULPATION.......................................................................8


SECTION 7.  STATUS OF PARTIES.....................................................................................9


SECTION 8.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.......................................10


SECTION 9.  TERMINATION..........................................................................................10


SECTION 10.  NOTICES AND AUTHORITY TO ACT........................................................................10


SECTION 11.  PARTIES.............................................................................................10


SECTION 12.  GOVERNING LAW.......................................................................................10


SECTION 13.  REQUIREMENTS OF LAW.................................................................................10

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


APPENDIX:        SCHEDULE OF COMPANIES dated as of October 31, 2004
</TABLE>

<PAGE>



                   THE MERRILL LYNCH FUTURESACCESS(SM) PROGRAM


              Private Placement of Limited Liability Company Units



                                SELLING AGREEMENT

                                                          as of October 31, 2004


MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York  10080-6106

Dear Sirs:

            Your affiliate, Merrill Lynch Alternative Investments LLC, a
Delaware limited liability company (referred to herein in its individual
capacity and as manager as the "Manager" or "MLAI"), has caused the formation of
a group of managed futures funds comprising the Merrill Lynch FuturesAccess(SM)
Program (the "Program") which, at the effective date hereof, consist of the four
limited liability companies formed pursuant to the Limited Liability Company Act
of the State of Delaware (the "DLLCA") and listed in the Schedule of Companies
(the "Schedule") attached hereto as the Appendix. Each company within the
Program is hereinafter referred to as a "FuturesAccess Fund." It is intended
that the terms and conditions of this Selling Agreement (the "Agreement") shall
apply to and be binding upon any company which subsequently becomes a
FuturesAccess Fund (each a "New FuturesAccess Fund") and, likewise, shall cease
to apply to any company which ceases, for whatever reason, to be a FuturesAccess
Fund (each an "Old Futures Access Fund"). It is hereby agreed therefore that, in
the event of any New FuturesAccess Fund or Old FuturesAccess Fund joining or
leaving the Program as the case may be, the Schedule shall be amended
accordingly with the intent and effect that (from the effective date on which
such Schedule is acknowledged and accepted on behalf of the FuturesAccess Funds
specified therein, the Manager and Merrill Lynch, Pierce, Fenner & Smith
Incorporated) any such New FuturesAccess Fund shall become, and any such Old
FuturesAccess Fund shall cease to be, a party to this Agreement. Upon becoming a
party hereto, a New FuturesAccess Fund shall agree to observe, perform and be
bound by all the terms of this Agreement which are capable of applying to it and
which have not been performed as at that time.

            The FuturesAccess Funds (hereinafter referred to, individually, as a
"Company," and, collectively, as the "Companies") will operate as single-advisor
managed futures funds to which professional trading advisors ("Trading
Advisors") unaffiliated with MLAI will provide trading advice on an independent
contractor basis.



                                       1
<PAGE>

            Capitalized terms used herein, unless otherwise indicated, shall
have the meanings attributed to them in the Companies' Part One (A) Confidential
Program Disclosure Document: FuturesAccess(SM) Program General Information, Part
One (B) Confidential Program Disclosure Document: Trading Advisor Information
and the Part Two Confidential Program Disclosure Document: Statement of
Additional Information, as amended or supplemented from time to time
(collectively, the "Memorandum"). Defined terms used herein shall have the
meaning of both the singular and the plural unless otherwise specified.

            Section 1. Representations and Warranties of the Manager. The
Manager represents and warrants to the Selling Agent as follows:

            (a) Each Company has been formed pursuant to a Certificate of
      Formation (each a "Certificate of Formation") and a Limited Liability
      Company Operating Agreement (each an "Operating Agreement") which provide
      for the subscription for and sale of each Company's units of limited
      liability company interest ("Units") in classes; all action required to be
      taken by the Manager and each Company as a condition to the sale of the
      Units to subscribers who qualify as "Accredited Investors" within the
      meaning of the Securities Act of 1933, as amended (the "1933 Act") has
      been, or prior to the Initial and each Additional Closing Time (as defined
      in Section 2 hereof) will have been taken, and, upon payment of the
      consideration therefor specified in all accepted FuturesAccess Program
      Subscription and Exchange Agreements and Signature Pages thereto
      (collectively, the "Subscription Agreements"), the Units will constitute
      valid limited liability company interests in a Company.

            (b) Each Company is a limited liability company duly organized
      pursuant to a Certificate of Formation and the DLLCA and validly existing
      under the laws of the State of Delaware with full power and authority to
      conduct its business and operations, as described in its Memorandum; each
      Company has received (or will receive prior to the Initial Closing Time) a
      certificate of authority to do business in the State of New Jersey.

            (c) The Manager is duly organized and validly existing and in good
      standing as a limited liability company under the laws of the State of
      Delaware and in good standing as a foreign limited liability company under
      the laws of the State of New Jersey and 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
      Companies' or the Manager's ability to perform its obligations hereunder.

            (d) Each Company and the Manager have full limited liability company
      power and authority under applicable law to perform their respective
      obligations under an Operating Agreement, an Escrow Agreement relating to
      the offering of the Units (each an "Escrow Agreement"), the Customer
      Agreement ("Customer Agreement") and the Advisory Agreement ("Advisory
      Agreement") relating to the trading of commodity interests and this
      Agreement, as described in the Memorandum.


                                       2
<PAGE>


            (e) The Memorandum as of its date of issue, the Initial Closing Time
      and at each Additional Closing Time will not contain an 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. This representation and warranty
      shall not, however, apply to any statement or omission in the Memorandum
      made in reliance upon and in conformity with information relating to the
      Trading Advisors and furnished or approved in writing by the Trading
      Advisors; it being acknowledged that each of the Trading Advisors have
      approved the information relating to such party or its principals, as set
      forth in the Memorandum.

            (f) Since the respective dates as of which information is given in
      the Memorandum., there has not been any material adverse change in the
      condition (financial or otherwise), business or prospects of the Manager
      or the Companies, whether or not arising in the ordinary course of
      business.

            (g) An Operating Agreement, an Escrow Agreement, a Customer
      Agreement, an Advisory Agreement and this Agreement have each been duly
      and validly authorized, executed and delivered by the Manager on behalf of
      each Company, and each constitutes a valid, binding and enforceable
      agreement of each Company, in accordance with its terms.

            (h) The execution and delivery of the Operating Agreements, the
      Escrow Agreement, the Customer Agreement, the Advisory Agreement and this
      Agreement, the incurrence of the obligations set forth in each of such
      agreements and the consummation of the transactions contemplated therein
      and in the Memorandum will not constitute a breach of, or default under,
      any instrument by which either the Manager or a Company is bound or any
      order, rule or regulation applicable to the Manager or a Company of any
      court or any governmental body or administrative agency having
      jurisdiction over the Manager or a Company.

            (i) There is not pending, or, to the best of the Manager's
      knowledge, threatened, any action, suit or proceeding before or by any
      court or other governmental body to which the Manager or a Company is a
      party, or to which any of the assets of the Manager or a Company is
      subject, which is not referred to in the Memorandum and which might
      reasonably be expected to result in any material adverse change in the
      condition (financial or otherwise), business or prospects of the Manager
      or the Company.

            (j) The Manager has all federal and state governmental and
      regulatory approvals and licenses, and has effected all filings and
      registrations with federal and state governmental agencies required to
      conduct its business and to act as described in the Memorandum or required
      to perform its obligations as described under the Operating Agreements and
      this Agreement, and the performance of such obligations will not
      contravene or result in a breach of any provision of its certificate of
      incorporation, by-laws or any agreement, order, law or regulation binding
      upon it.


                                       3
<PAGE>


            (k) The Companies do not require any federal or state governmental
      or regulatory approvals or licenses, or need to effect any filings or
      registrations with any federal or state governmental agencies in order to
      conduct their business, to act as contemplated by the Memorandum and to
      issue and sell Units (other than filings relating solely to the offering
      of the Units).

            (l) Deloitte & Touche LLP are, with respect to the Manager and the
      Companies, independent public accountants within the meaning of the 1933
      Act and the regulations of the Securities and Exchange Commission ("SEC").

            (m) The offer and sale of the Units in the manner contemplated by
      this Agreement will be exempt from the registration requirements of the
      1933 Act by reason of Regulation D promulgated thereunder.

            Section 2. Offering and Sale of Units.

            (a) The Selling Agent is hereby granted the exclusive right to
      distribute Units. Subject to the performance by the Manager of all its
      obligations to be performed hereunder, and to the completeness and
      accuracy in all material respects of all the representations and
      warranties of the Manager contained herein, the Selling Agent hereby
      accepts such agency and agrees on the terms and conditions herein set
      forth to use its best efforts to find acceptable subscribers for the Units
      as of the beginning of each calendar month.

            It is understood that the Selling Agent's agreement to use its best
      efforts to find acceptable subscribers for the Units shall not prevent it
      from acting as a selling agent or underwriter for the securities of other
      issuers which may be offered or sold during the term of this Agreement.
      The agency of the Selling Agent hereunder shall continue until this
      Agreement is terminated in accordance with the provisions of this Section
      or Section 9.

            (b) In the event insufficient subscriptions (as described in the
      Memorandum) are received prior to the intended close of the initial
      offering period, all funds received from subscribers shall be returned in
      full, with any interest payable thereon (irrespective of amount) and
      without deduction for any escrow or other fee or expense; and thereupon
      the Selling Agent's duties as agent and this Agreement shall terminate
      without further obligation hereunder on the part of the Selling Agent, the
      Manager or the Company.

            (c) The Manager shall notify the Selling Agent of the aggregate
      number of Units in each Company for which the Manager has received
      acceptable subscriptions, and payment of the purchase price for the Units
      of such Company may, if the Manager so elects, be made at the office of
      the Manager, Princeton Corporate Campus, 800 Scudders Mill Road, Section
      2G, Plainsboro, New Jersey 08536 or at such other place as shall be agreed
      upon between the Selling Agent and the Manager, at 10:00 A.M., New York
      time, on the fifth full business day after the day on which the Manager
      notifies the Selling Agent of the Units for


                                       4
<PAGE>


      which subscriptions have been accepted or such other day and time as shall
      be agreed upon between the Selling Agent and the Manager (the "Initial
      Closing Time").

            At the Initial Closing Time, all interest earned on subscriptions
      while held in escrow will be credited to the relevant FuturesAccess Fund.

            (d) After the Initial Closing Time, the Manager shall notify the
      Selling Agent of the aggregate value of Units in each Company for which
      the Manager has accepted subscriptions for purchase as of the beginning of
      each month for which sufficient subscriptions (as described in the
      Memorandum) are received (each additional sale of Units hereinafter
      referred to as an "Additional Closing Time").

            (e) Initial sales commissions of 1.0% - 2.5% of the amount of each
      Company's Class A Unit subscription, and up to 0.50% of each Company's
      Class I and Class D Unit subscription, shall be deducted from the
      subscription amount. No initial sales commissions will be paid on a
      Company's Class C Units.

            MLAI will pay to the Selling Agent, at no additional cost to the
      Companies or their Members, ongoing compensation on the Units for as long
      as such Units remain outstanding. Such ongoing compensation will equal
      1.0%, 0.80%, 2.00% and 0.30% per annum of the average month-end Net Asset
      Value per Unit of each Company's Class A, Class I, Class C and Class D
      Units, respectively.

            Ongoing compensation in respect of each Company's Class A Units will
      begin in the thirteenth month, and in the case of all other Units,
      immediately after their issuance. Units are issued for such purposes when
      they begin to participate in the profits and losses of a Company (i.e.,
      when a Company begins to participate in the profits and losses of the
      applicable Company), not when the related Subscription Agreements are
      accepted.

            (f) The Selling Agent will use its best efforts to find eligible
      persons to purchase the Units as of the intended close of the initial
      offering period (as described in the Memorandum) and thereafter on the
      terms stated herein and in the Memorandum. It is understood that the
      Selling Agent has no commitment with regard to the sale of the Units other
      than to use its commercially reasonable efforts. In connection with the
      offer and sale of the Units, the Selling Agent represents that it will not
      knowingly violate applicable laws, and the rules of the National
      Association of Securities Dealers, Commodity Futures Trading Commission
      ("CFTC"), the National Futures Association ("NFA"), the SEC, state
      securities administrators and any other regulatory body. The Selling Agent
      further represents that it has not and will not offer and sell, or arrange
      any commitments to purchase, any Units by any form of general solicitation
      or general advertising (as those terms are used in Regulation D
      promulgated under the 1933 Act) or in any manner involving a public
      offering (within the meaning of


                                       5
<PAGE>


      Section 4(2) of the Securities Act), or offer and sell or otherwise
      negotiate in respect of any security the offering which is or could be
      integrated with the sale of Units in a manner that would require
      registration of the Units under 1933 Act. The Selling Agent shall not
      execute any sales of Units from a discretionary account over which it has
      control without prior written approval of the customer in whose name such
      discretionary account is maintained.

            The Selling Agent agrees not to recommend the purchase of Units to
      any subscriber unless the Selling Agent shall have reasonable grounds to
      believe, on the basis of information obtained from the subscriber
      concerning, among other things, the subscriber's investment objectives,
      other investments, financial situation and needs, that the subscriber is
      or will be in a financial position appropriate to enable the subscriber to
      realize to a significant extent the benefits of a Company, including tax
      benefits described in the Memorandum; the subscriber has a fair-market net
      worth sufficient to sustain the risks inherent in participating in the
      Companies, including loss of investment and lack of liquidity; the Units
      are otherwise a suitable investment for the subscriber; and the subscriber
      is qualified to purchase Units as described in the Memorandum.

            (g) None of the Selling Agent, the Companies or the Manager shall,
      directly or indirectly, pay or award any finder's fees, commissions or
      other compensation to any person engaged by a potential investor for
      investment advice as an inducement to such advisor to advise the purchase
      of Units; provided, however, the normal sales commissions payable to a
      registered broker-dealer or other properly licensed person for selling
      Units shall not be prohibited hereby.

            (h) All payments for subscriptions shall be made by debiting
      subscribers' customer securities accounts maintained with the Selling
      Agent as described in the Memorandum.

            (i) In connection with the offer and sale of the Units, the Manager
      will not knowingly violate applicable laws and the rules of the SEC, the
      CFTC, the NFA, state securities administrators and any other regulatory
      body.

            Section 3. Covenants of the Manager.

            (a) The Manager will notify the Selling Agent immediately and
      confirm such notification in writing of the issuance by the SEC or any
      other federal or state regulatory body of any order or decree enjoining
      the offering or the use of the then current Memorandum or of the
      institution, or notice of the intended institution, of any action or
      proceeding for that purpose.

            (b) Until termination of this Agreement, the Manager will take all
      necessary regulatory steps, make all necessary ongoing regulatory filings
      and obtain all necessary regulatory approvals to maintain the ongoing
      offering of the Units.


                                       6
<PAGE>


            (c) If any event relating to or affecting the Manager or a Company
      shall occur as a result of which it is necessary to amend or supplement a
      Company's Memorandum in order to make the Memorandum not materially
      misleading in light of the circumstances existing at the time it is
      delivered to a subscriber, MLAI and the Company will forthwith prepare and
      furnish to the Selling Agent, at the expense of MLAI, a reasonable number
      of copies of an amendment or amendments of, or a supplement or supplements
      to, the Memorandum which will amend or supplement the Memorandum so that
      as amended or supplemented it will not contain an untrue statement of a
      material fact or omit to state a material fact necessary in order to make
      the statements therein, in light of the circumstances existing at the time
      the Memorandum is delivered to a subscriber, not misleading.

            Section 4. Offering Materials. The Manager will ensure the printing
and delivery to the Selling Agent of copies of a reasonable number of copies of
the Memoranda and any supplements or amendments thereto, and of any supplemental
sales materials, as necessary from time to time.

            Section 5. Conditions of Closing. The obligations of each of the
parties hereunder are subject to the accuracy of the representations and
warranties of the other parties hereto, to the performance by such other parties
of their respective obligations hereunder and to the following further
conditions:

            (a) If requested by the Selling Agent, MLAI shall deliver a
      certificate to the effect that: (i) the representations and warranties of
      MLAI contained herein are true and correct with the same effect as though
      expressly made at the Initial Closing Time and in respect of the
      Memorandum as in effect at the Initial Closing Time; and (ii) MLAI has
      performed all covenants and agreements herein contained to be performed on
      its part as of or prior to the Initial Closing Time.

            (b) As of the Initial Closing Time, Sidley Austin Brown & Wood LLP,
      counsel to the Manager, shall deliver to all the parties hereto its
      opinion, in form and substance satisfactory to each of the parties hereto.

            (c) The parties hereto shall have been furnished with such
      additional information, opinions, certificates and documents, including
      supporting documents relating to parties described in the Memorandum and
      letters of representation signed by such parties with regard to
      information relating to them and included in the Memorandum as they may
      reasonably require for the purpose of enabling them to pass upon the sale
      of the Units as herein contemplated and related proceedings, in order to
      evidence the accuracy or completeness of any of the representations or
      warranties or the fulfillment of any of the conditions herein contained;
      and all actions taken by the parties hereto in connection with the sale of
      the Units as herein contemplated shall be reasonably satisfactory in form
      and substance to Sidley Austin Brown & Wood LLP.


                                       7
<PAGE>


            (d) As of each Additional Closing Time, the parties hereto shall
      have been furnished with such information, opinions and certified
      documents as the Manager and the Selling Agent may deem to be necessary or
      appropriate.

            If any of the conditions specified in this Section 5 shall not have
been fulfilled when and as required by this Agreement to be fulfilled, this
Agreement and all obligations hereunder may be canceled by any party hereto by
notifying the other parties hereto of such cancellation in writing or by
telegram at any time at or prior to the Initial Closing Time, and any such
cancellation or termination shall be without liability of any party to any other
party except as otherwise provided in Section 6.

            Section 6. Indemnification and Exculpation.

            (a) Indemnification by the Manager. The Manager agrees to indemnify
      and hold harmless the Selling Agent and each person, if any, who controls
      the Selling Agent within the meaning of Section 15 of the 1933 Act, as
      follows:

            (i) against any and all loss, liability, claim, damage and expense
            whatsoever arising out of (A) any breach by the Manager of its
            representations and warranties or failure of the Manager to comply
            with any of its agreements contained herein or any act, omission,
            activity or conduct undertaken in connection with this Agreement by
            or on behalf of the Manager, except to the extent such loss results
            from the negligence or willful misconduct of the Selling Agent or
            (B) any untrue statement or alleged untrue statement of a material
            fact contained in the Memorandum (or any amendment thereto) or any
            omission or alleged omission therefrom of a material fact required
            to be stated therein or necessary in order to make the statements
            therein not misleading or arising out of any untrue statement or
            alleged untrue statement of a material fact contained in the
            Memorandum (or any amendment or supplement thereto) or the omission
            or alleged omission therefrom of a material fact necessary in order
            to make the statements therein, in light of the circumstances under
            which they were made, not misleading, unless such untrue statement
            or omission or alleged untrue statement or omission was made in
            reliance upon and in conformity with information relating to the
            Selling Agent or a Trading Advisor or furnished or approved by the
            Selling Agent or Trading Advisor as the case may be;

            (ii) against any and all loss, liability, claim, damage and expense
            whatsoever with respect to each Company to the extent of the
            aggregate amount paid in settlement of any litigation, or any
            investigation or proceeding by any governmental agency or body,
            commenced or threatened, or of any claim whatsoever based upon any
            such untrue statement or omission or any such alleged untrue
            statement or omission (any settlement to be subject to indemnity
            hereunder only if effected with the written consent of the Manager);
            and


                                       8
<PAGE>


            (iii) against any and all expense whatsoever with respect to each
            Company (including the fees and disbursements of counsel) reasonably
            incurred in investigating, preparing or defending against
            litigation, or any investigation or proceeding by any governmental
            agency or body, commenced or threatened, or any claim whatsoever
            based upon any such untrue statement or omission, or any such
            alleged untrue statement or omission, to the extent that any such
            expense is not paid under clauses (i) or (ii) above.

      In no case shall the Manager be liable under this indemnity agreement with
      respect to any claim made against any indemnified party unless the Manager
      shall be notified in writing of the nature of the claim within a
      reasonable time after the assertion thereof, but failure to so notify the
      Manager shall not relieve the Manager from any liability which it may have
      otherwise than on account of this indemnity agreement. The Manager shall
      be entitled to participate at its own expense in the defense or, if it so
      elects within a reasonable time after receipt of such notice, to assume
      the defense of that portion of any suit so brought relating to the
      Manager's indemnification obligations hereunder, which defense shall be
      conducted by counsel chosen by it and satisfactory to the indemnified
      party or parties, defendant or defendants therein. In the event that the
      Manager elects to assume the defense of any such suit and retain such
      counsel, the indemnified party or parties, defendant or defendants in the
      suit, shall bear the fees and expenses of any additional counsel
      thereafter retained by it or them; provided, however, that the Manager
      may, upon the mutual agreement of the Manager and the indemnified party or
      parties, bear the fees and expenses of additional counsel retained by an
      indemnified party if the named parties in such suit include both the
      Manager and the indemnified party and representation of both the Manager
      and the indemnified party would be inappropriate due to actual or
      potential differing interests between them or there are defenses available
      to the indemnified party that are or would not be available to the
      Manager. In the event the Manager assumes the defense of the portion of a
      suit relating to the Manager's indemnification obligations hereunder, the
      Manager will not, without the prior written consent of the indemnified
      party, effect any settlement of such suit, unless such settlement includes
      a release of the indemnified party from all liability or claims that are
      the subject of such suit.

            The Manager agrees to notify the Selling Agent within a reasonable
      time of the assertion of any claim in connection with the sale of the
      Units against it or any of its officers or directors or any person who
      controls the Manager within the meaning of Section 15 of the 1933 Act.

            Section 7. Status of Parties. In selling the Units for the
Companies, the Selling Agent is acting solely as an agent for the Companies and
not as a principal. The Selling Agent will use its best efforts to assist the
Companies in obtaining performance by each purchaser whose offer to purchase
Units from a Company has been accepted on behalf of a Company, but the Selling
Agent shall not have any liability to a Company in the event that any such
purchase is not consummated for any reason.


                                       9
<PAGE>


            Section 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or contained in certificates of any party hereto submitted pursuant
hereto shall remain operative and in full force and effect, regardless of any
investigation made by, or on behalf of, the Selling Agent, the Manager or any
person who controls any of the foregoing and shall survive the Initial and each
Additional Closing Time in the form restated and reaffirmed as of each such
closing time.

            Section 9. Termination. The Manager shall have the right to
terminate this Agreement at any time by giving notice to the Selling Agent, and
the Selling Agent to do so upon 30 calendar days' notice to the Manager.

            Section 10. Notices and Authority to Act. All communications
hereunder shall be in writing and, if sent to the Selling Agent, shall be
mailed, delivered or telegraphed and confirmed to it at: Merrill Lynch World
Headquarters, North Tower, World Financial Center, New York, New York,
10080-6106; if sent to the Manager or a Company shall be mailed, delivered or
telegraphed and confirmed to it at Princeton Corporate Campus, 800 Scudders Mill
Road, Section 2G, Plainsboro, New Jersey 08536, Attention: Mr. Steven B. Olgin.

            Section 11. Parties. This Agreement shall inure to the benefit of
and be binding upon the Selling Agent, the Companies, the Manager and such
parties' respective successors to the extent provided herein. This Agreement and
the conditions and provisions hereof are intended to be and are for the sole and
exclusive benefit of the parties hereto and their respective successors, assigns
and controlling persons and parties indemnified hereunder, and for the benefit
of no other person, firm or corporation. No purchaser of a Unit shall be
considered to be a successor or assign solely on the basis of such purchase.

            SECTION 12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES CREATED HEREBY SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

            Section 13. Requirements of Law. Whenever in this Agreement it is
stated that a party will take or refrain from taking a particular action, such
party may nevertheless refrain from taking or take such action if advised by
counsel that doing so is required by law or advisable to ensure compliance with
law, and shall not be subject to any liability hereunder for doing so, although
such action shall permit termination of this Agreement by the other parties
hereto.




                                       10
<PAGE>



            If the foregoing is in accordance with each party's understanding of
its agreement, each party is requested to sign and return to the Manager a
counterpart hereof, whereupon this instrument along with all counterparts will
become a binding agreement among them in accordance with its terms effective as
of the date first above written.

                                      Very truly yours,

                                      Signed for and on behalf of:

                                      ML Appleton FuturesAccess LLC
                                      ML Aspect FuturesAccess LLC
                                      ML Cornerstone FuturesAccess LLC
                                      ML Winton FuturesAccess LLC

                                      By:  Merrill Lynch Alternative Investments
                                           LLC
                                              Manager

                                      By:  /s/ Steven B. Olgin
                                           -----------------------------
                                           Name:  Steven B. Olgin
                                           Title: Vice President, Chief
                                           Operating Officer and Manager


                                      MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC

                                      By:  /s/ Steven B. Olgin
                                           -----------------------------
                                           Name:  Steven B. Olgin
                                           Title: Vice President, Chief
                                           Operating Officer and Manager

Confirmed and accepted as of
the date first above written:

MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
       Selling Agent


By:  /s/ Steven B. Olgin
     ---------------------------------
     Name:  Steven B. Olgin
     Title: Authorized Signatory



                                       11
<PAGE>


                                                                        APPENDIX

                              SCHEDULE OF COMPANIES
                              ---------------------
                         (Dated as of October 31, 2004)


ML APPLETON FUTURESACCESS LLC

ML ASPECT FUTURESACCESS LLC

ML CORNERSTONE FUTURESACCESS LLC

ML WINTON FUTURESACCESS LLC