Exhibit 10.02


                              AMENDED AND RESTATED
                              MANAGEMENT AGREEMENT

            THIS  AGREEMENT,  made as of the 1st day of June,  1998,  among DEAN
WITTER SPECTRUM SELECT L.P., a Delaware limited  partnership (the "Partnership,"
formerly Dean Witter Select Futures Fund L.P.), DEMETER MANAGEMENT  CORPORATION,
a Delaware  corporation  (the "General  Partner"),  and EMC CAPITAL  MANAGEMENT,
INC., an Illinois corporation (the "Trading Advisor").


                             W I T N E S S E T H:


            WHEREAS,  the Partnership has been organized pursuant to the Limited
Partnership Agreement, dated as of March 21, 1991, as amended from time to time,
and as further  amended and  restated  as of May 31,  1998,  1998 (the  "Limited
Partnership   Agreement"),   to  engage  primarily  in  speculative  trading  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 now, or may  hereafter be, the subject of futures
contract trading),  domestic and foreign futures  contracts,  forward contracts,
foreign  exchange  commitments,  options on physical  commodities and on futures
contracts,  spot (cash)  commodities and currencies,  and any rights  pertaining
thereto  (hereinafter  referred  to  collectively  as "futures  interests")  and
securities (such as United States Treasury securities) approved by the Commodity
Futures Trading Commission (the "CFTC") for investment of customer funds;


            WHEREAS,  the  Partnership and the Trading Advisor have entered into
that certain  Management  Agreement  dated May 17, 1991, as amended by Amendment
No. 1 to such  agreement,  dated July 22, 1992, as amended by Amendment No. 2 to
such agreement  dated as of August 31, 1993, and as further amended by Amendment
No. 3 to such  agreement,  dated  November  29, 1996  (together,  the  "Original
Management Agreement");


            WHEREAS,  the  Partnership and the Trading Advisor wish to amend and
restate the Original  Management  Agreement  upon the terms and  conditions  set
forth herein;

            WHEREAS,  the Partnership  intends to become a member partnership of
the Dean Witter Spectrum Series (the "Fund Group") by entering into an agreement
pursuant to which units of limited partnership interest ("Units") of such member
partnerships will be sold to investors in a common offering under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  pursuant to a  Registration
Statement on Form S-1, as it may be amended from time to time (the "Registration
Statement"),  and a final  Prospectus,  dated May 11, 1998,  constituting a part
thereof  as  it  may  be  amended  and  supplemented  from  time  to  time  (the
"Prospectus"),  and thereafter, pursuant to which such Units can be exchanged by
a limited  partner of a member  partnership  of the Fund Group at the end of any
month after he has been a limited  partner of a member  partnership  of the Fund
Group for six months for Units of other member partnerships of the Fund Group at
100% of the respective Net Asset Value thereof;

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

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

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

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


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

            (a) The  Trading  Advisor  agrees  with  respect  to the  continuing
offering of Units: (i) to make all disclosures  regarding itself, its principals
and affiliates, its trading performance, its trading programs, systems, methods,
and strategies (subject to the need, in the reasonable discretion of the Trading
Advisor,  to preserve the secrecy of  proprietary  information  concerning  such
programs,  systems, methods, and strategies),  any client accounts over which it
has discretionary  trading authority (other than the names of any such clients),
and otherwise,  as the Partnership may reasonably  require (x) to be made in the
Partnership's  Prospectus  required by Section  4.21 of the  regulations  of the
CFTC, including any amendments or supplements thereto, or (y) to comply with any
applicable  federal or state law or rule or regulation,  including  those of the
Securities and Exchange  Commission (the "SEC"),  the CFTC, the National Futures
Association (the "NFA"), the National  Association of Securities  Dealers,  Inc.
(the  "NASD")  or any  other  regulatory  body,  exchange,  or  board;  and (ii)
otherwise to cooperate with the Partnership and the General Partner by providing
information regarding the Trading Advisor in connection with the preparation and
filing of the Registration Statement and Prospectus, including any amendments or
supplements  thereto,  with the  SEC,  CFTC,  NFA,  NASD,  and with  appropriate
governmental  authorities as part of making  application for registration of the
Units  under  the  securities  or Blue  Sky  laws of such  jurisdictions  as the
Partnership may deem  appropriate.  As used herein,  the term "principal"  shall
have the meaning as defined in Section 4.10(e) of the CFTC's Regulations and the
term "affiliate"  shall mean an individual or entity that directly or indirectly
controls,  is  controlled  by, or is under  common  control  with,  the  Trading
Advisor.

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


            2.    Duties of the Trading Advisor.

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

            (b)   The Trading Advisor shall:

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

                 (ii) Subject to reasonable assurances of confidentiality by the
General Partner and the Partnership, provide the General Partner, within 30 days
of a request  therefor by the General Partner,  with  information  comparing the
performance of the Partnership's account and the performance of all other client
accounts  directed by the Trading Advisor using the trading programs used by the
Trading  Advisor  for the  Partnership  over a  specified  period  of  time.  In
providing  such  information,  the  Trading  Advisor  may take such steps as are
necessary  to assure  the  confidentiality  of the  Trading  Advisor's  clients'
identities.  The Trading  Advisor  shall,  upon the General  Partner's  request,
consult  with the  General  Partner  concerning  any  discrepancies  between the
performance of such other accounts and the  Partnership's  account.  The Trading
Advisor shall promptly inform the General Partner of any material  discrepancies
of which the Trading  Advisor is aware.  The General Partner  acknowledges  that
different trading programs, strategies or implementation methods may be utilized
for different  accounts,  accounts with  different  trading  policies,  accounts
experiencing  differing  inflows or outflows of equity,  accounts  that commence
trading  at  different  times,  accounts  which  have  different  portfolios  or
different  fiscal years and that such  differences may cause  divergent  trading
results.

                (iii)  Upon  request  of the  General  Partner  and  subject  to
reasonable  assurances  of  confidentiality  by  the  General  Partner  and  the
Partnership,   provide  the  General  Partner  with  all  material   information
concerning the Trading Advisor other than  proprietary  information  (including,
without  limitation,  information  relating  to changes in  control,  personnel,
trading approach, or financial condition). The General Partner acknowledges that
all trading  instructions made by the Trading Advisor will be held in confidence
by the General  Partner,  except to the extent necessary to conduct the business
of the Partnership or as required by law.

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

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

            (d) Notwithstanding  anything in this Agreement to the contrary, the
Trading Advisor shall assume financial  responsibility  for any negligent errors
committed  or caused by it in  transmitting  orders for the  purchase or sale of
futures interests for the Partnership's account, including payment to DWR of the
floor  brokerage  commissions,  exchange  and NFA fees,  and  other  transaction
charges  and give up  charges  incurred  by DWR on such  trades but only for the
amount of DWR's out of pocket  costs in respect  thereof.  However,  the Trading
Advisor  shall not be  responsible  for errors  committed or caused by DWR or by
floor  brokers or other FCM's.  The Trading  Advisor  shall have an  affirmative
obligation promptly to notify the General Partner of its negligent errors.

            (e) Prior to the  commencement  of trading by the  Partnership,  the
General  Partner  on behalf of the  Partnership  shall  deliver  to the  Trading
Advisor a trading authorization appointing the Trading Advisor the Partnership's
attorney-in-fact for such purpose.


            3.    Designation of Additional Trading Advisors and Reallocation of
                  Net Assets.

            (a) If the  General  Partner  at any time deems it to be in the best
interests of the  Partnership,  the General  Partner may designate an additional
trading  advisor or  advisors  for the  Partnership  and may  apportion  to such
additional  trading  advisor(s) the management of such amounts of Net Assets (as
defined in Section 6(c) hereof) as the General  Partner  shall  determine in its
absolute  discretion.  The  designation  of an  additional  trading  advisor  or
advisors  and the  apportionment  of Net Assets to any such  trading  advisor(s)
pursuant to this Section 3 shall neither  terminate this Agreement nor modify in
any regard the respective rights and obligations of the Partnership, the General
Partner  and the  Trading  Advisor  hereunder.  In the event that an  additional
trading  advisor  or  advisors  is so  designated,  the  Trading  Advisor  shall
thereafter  receive management and incentive fees based,  respectively,  on that
portion of the Net Assets managed by the Trading Advisor and the Trading Profits
attributable to the trading by the Trading Advisor.

            (b) The  General  Partner may at any time and from time to time upon
two business days' prior notice  reallocate Net Assets  allocated to the Trading
Advisor to any other trading  advisor or advisors of the Partnership or allocate
additional  Net Assets  upon two  business  days'  prior  notice to the  Trading
Advisor  from such other  trading  advisor or advisors;  provided  that any such
addition to or withdrawal  from Net Assets  allocated to the Trading  Advisor of
the Net  Assets  will  only  take  place on the last day of a month  unless  the
General Partner  determines  that the best interests of the Partnership  require
otherwise.


            4.    Trading Advisor Independent.

            For all purposes of this  Agreement,  the Trading  Advisor  shall be
deemed to be an independent  contractor and shall,  unless  otherwise  expressly
provided  herein or  authorized,  have no authority to act for or represent  the
Partnership  in any way or  otherwise  be  deemed  an agent of the  Partnership.
Nothing  contained herein shall be deemed to require the Partnership to take any
action contrary to the Limited Partnership Agreement, the Certificate of Limited
Partnership of the Partnership as from time to time in effect (the  "Certificate
of Limited  Partnership"),  or any  applicable  law or rule or regulation of any
regulatory body,  exchange,  or board. Nothing herein contained shall constitute
the Trading Advisor or any other trading advisor or advisors for the Partnership
as members of any partnership,  joint venture,  association,  syndicate or other
entity, or be deemed to confer on any of them any express,  implied, or apparent
authority to incur any  obligation  or  liability on behalf of any other.  It is
expressly  agreed that the Trading  Advisor is neither a promoter,  sponsor,  or
issuer with respect to the  Partnership,  nor does the Trading  Advisor have any
authority or responsibility with respect to the sale or issuance of Units.


            5.    Commodity Broker.

            The  Trading  Advisor  shall  effect  all  transactions  in  futures
interests for the  Partnership  through,  and shall maintain a separate  account
with, such commodity  broker or brokers as the General Partner shall direct.  At
the present time,  Dean Witter  Reynolds Inc.  ("DWR") shall act as non-clearing
commodity  broker  and Carr  Futures,  Inc.  ("CFI")  shall act as the  clearing
commodity  broker for the  Partnership.  The General  Partner  shall provide the
Trading Advisor with copies of brokerage  statements.  Notwithstanding  that CFI
shall act as the  clearing  commodity  broker for the  Partnership,  the Trading
Advisor may execute  trades  through floor brokers other than those  employed by
CFI so long as  arrangements  are made for such floor  brokers to  "give-up"  or
transfer the  positions to CFI and provided that the rates charged by such floor
brokers have been  approved in writing by DWR.  The Trading  Advisor will not be
responsible for paying give-up fees.


            6.    Fees.

            (a)  For the  services  to be  rendered  to the  Partnership  by the
Trading  Advisor under this  Agreement,  the  Partnership  shall pay the Trading
Advisor the following fees:

                  (i)  A  monthly   management   fee,   without  regard  to  the
profitability of the Trading Advisor's  trading for the  Partnership's  account,
equal to 1/4 of 1% (a 3% annual  rate) of the "Net  Assets"  of the  Partnership
allocated to the Trading  Advisor (as defined in Section 6(c)) as of the opening
of business on the first day of each calendar month.

                 (ii) A  monthly  incentive  fee  equal  to 15% of the  "Trading
Profits"  (as  defined in Section  6(d)) as of the end of each  calendar  month,
payable  on a  non-netted  basis  vis-a-vis  other  trading  advisors(s)  of the
Partnership.

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

            (c) As used  herein,  the term  "Net  Assets"  shall  mean the total
assets of the  Partnership  (including,  but not  limited  to, all cash and cash
equivalents,  accrued interest and amortization of original issue discount,  and
the market value of all open futures interest  positions and other assets of the
Partnership) less all liabilities of the Partnership (including, but not limited
to, all  brokerage  fees,  incentive  and  management  fees,  and  extraordinary
expenses) determined in accordance with generally accepted accounting principles
consistently  applied under the accrual basis of  accounting.  Unless  generally
accepted accounting principles require otherwise,  the market value of a futures
or option  contract traded on a United States exchange shall mean the settlement
price on the exchange on which the particular  futures or option  contract shall
be traded by the Partnership on the day with respect to which the Net Assets are
being determined;  provided, however, that if a contract could not be liquidated
on such day due to the  operation of daily limits or other rules of the exchange
on which that contract shall be traded or otherwise, the settlement price on the
first  subsequent  day on which the contract  could be  liquidated  shall be the
market  value of such  contract  for such  day.  The  market  value of a forward
contract or a futures or option contract traded on a foreign  exchange or market
shall mean its market  value as  determined  by the  General  Partner on a basis
consistently applied for each different variety of contract.

            (d) As used  herein,  the  term  "Trading  Profits"  shall  mean net
futures  interests  trading  profits  (realized  and  unrealized)  earned on the
Partnership's  Net Assets  allocated  to the Trading  Advisor,  decreased by the
Trading Advisor's monthly  management fees and a pro rata portion of the monthly
brokerage fee relating to the Trading Advisor's  allocated Net Assets; with such
trading profits and items of decrease  determined from the end of the last month
in which an incentive fee was earned by the Trading  Advisor or, if no incentive
fee has been earned  previously by the Trading  Advisor,  from the date that the
Partnership commenced trading to the end of the month as of which such incentive
fee calculation is being made.

            (e) If any payment of incentive fees is made to the Trading  Advisor
on account of Trading Profits earned by the Partnership on Net Assets  allocated
to the Trading  Advisor and the  Partnership  thereafter  fails to earn  Trading
Profits or experiences  losses for any subsequent  incentive period with respect
to such amounts so  allocated,  the Trading  Advisor shall be entitled to retain
such amounts of incentive fees previously paid to the Trading Advisor in respect
of such Trading Profits.  However, no subsequent incentive fees shall be payable
to the Trading Advisor until the Partnership has again earned Trading Profits on
the Trading  Advisor's  allocated  Net Assets;  provided,  however,  that if the
Trading  Advisor's  allocated  Net Assets are  reduced or  increased  because of
redemptions,  additions or reallocations that occur at the end of, or subsequent
to, an incentive period in which the Partnership experiences a futures interests
trading loss with respect to Net Assets  allocated to the Trading  Advisor,  the
trading  loss for that  incentive  period  which  must be  recovered  before the
Trading  Advisor's  allocated  Net Assets will be deemed to  experience  Trading
Profits  will be equal to the amount  determined  by (x)  dividing  the  Trading
Advisor's  allocated  Net Assets after such  increase or decrease by the Trading
Advisor's  allocated Net Assets immediately before such increase or decrease and
(y) multiplying that fraction by the amount of the unrecovered futures interests
trading loss  experienced  in that month prior to such increase or decrease.  In
the event that the Partnership  experiences a futures  interests trading loss in
more than one month with respect to the Trading  Advisor's  allocated Net Assets
without the payment of an intervening incentive fee and Net Assets are increased
or reduced in more than one such month  because  of  redemptions,  additions  or
reallocations,  then the  trading  loss for each such month shall be adjusted in
accordance with the formula described above and such increased or reduced amount
of futures  interests  trading loss shall be carried  forward and used to offset
subsequent  futures interest  trading profits.  The portion of redemptions to be
allocated  to the Net Assets of the  Partnership  managed by each of the trading
advisors  to the  Partnership  shall be in the sole  discretion  of the  General
Partner.

            (f) The Partnership  will remit the management and incentive fees to
the Trading Advisor as soon as practicable,  but in no event later than 30 days,
in the case of the  management  fee, or 45 days in the case of the incentive fee
of the month-end as of which they are due,  together with an itemized  statement
showing the  calculations.  All  management  and  incentive  fees may be paid by
wiring such amounts to an account designated in writing by the Trading Advisor.


            7.    Term.

            This  Agreement  shall  continue  in  effect  until May 1, 2000 (the
"Initial  Termination  Date").  At  least  thirty  days  prior  to  the  Initial
Termination Date, the Trading Advisor may terminate this Agreement upon 30 days'
prior written notice to the Partnership.  If this Agreement is not terminated on
the Initial Termination Date, as provided for herein, then, this Agreement shall
automatically  renew for an  additional  one-year  period and shall  continue to
renew  for  additional  one-year  periods  until  this  Agreement  is  otherwise
terminated, as provided for herein. At least thirty days prior to the expiration
of any such one-year period, the Trading Advisor may terminate this Agreement at
the end of the  current  one-year  period  by  providing  written  notice to the
Partnership  indicating  that the  Trading  Advisor  desires to  terminate  this
Agreement  at the  end of  such  one-year  period.  This  Agreement  shall  also
terminate if the Partnership terminates. The Partnership shall have the right to
terminate  this  Agreement at its  discretion  (a) at any month end upon 5 days'
prior  written  notice to the  Trading  Advisor or (b) at any time upon  written
notice  to the  Trading  Advisor  upon the  occurrence  of any of the  following
events:  (i) if any person  described as a "principal" of the Trading Advisor in
the Prospectus  ceases for any reason to be an active  executive  officer of the
Trading  Advisor;  (ii) if the Trading  Advisor  becomes  bankrupt or insolvent;
(iii) if the Trading Advisor is unable to use its trading  programs,  systems or
methods  as in effect on the date  hereof  and as refined  and  modified  in the
future  for the  benefit  of the  Partnership;  (iv) if the  registration,  as a
commodity  trading  advisor,  of  the  Trading  Advisor  with  the  CFTC  or its
membership  in the NFA is revoked,  suspended,  terminated,  or not renewed,  or
limited  or  qualified  in any  respect;  (v) except as  provided  in Section 12
hereof,  if the  Trading  Advisor  merges  or  consolidates  with,  or  sells or
otherwise  transfers its advisory business,  or all or a substantial  portion of
its assets,  any portion of its futures interests  trading programs,  systems or
methods,  or its  goodwill  to, any  individual  or entity;  (vi) if the Trading
Advisor's  initially  allocated Net Assets,  after adjusting for  distributions,
additions,  redemptions, or reallocations,  if any, shall decline by 50% or more
as a result of trading losses or if Net Assets  allocated to the Trading Advisor
fall below $1,000,000.00 at any time; (vii) if, at any time, the Trading Advisor
violates  any  trading  or  administrative  policy  described  in writing to the
Trading  Advisor by the General  Partner,  except with the prior express written
consent of the  General  Partner;  or (viii) if the Trading  Advisor  fails in a
material  manner to perform any of its  obligations  under this  Agreement.  The
Trading Advisor may terminate this Agreement at any time, upon written notice to
the Partnership,  in the event: (i) that the General Partner imposes  additional
trading   limitation(s)  in  the  form  of  one  or  more  trading  policies  or
administrative  policies  which the Trading  Advisor does not agree to follow in
its management of its allocable share of the Partnership's Net Assets;  (ii) the
General Partner objects to the Trading Advisor  implementing a proposed material
change in the Trading Advisor's  trading  program(s) used by the Partnership and
Trading  Advisor  certifies  to the General  Partner in writing that it believes
such  change is in the best  interests  of the  Partnership;  (iii) the  General
Partner  overrides  a trading  instruction  of the  Trading  Advisor for reasons
unrelated to a determination by the General Partner that the Trading Advisor has
violated the Partnership's trading policies and the Trading Advisor certifies to
the General Partner in writing that as a result,  the Trading  Advisor  believes
the performance  results of the Trading Advisor relating to the Partnership will
be materially adversely affected;  (iv) the Partnership materially breaches this
Agreement and does not correct the breach within 10 days of receipt of a written
notice of such breach from the Trading  Advisor;  or (v) the Trading Advisor has
amended  its  trading  program to include a foreign  futures or option  contract
which may  lawfully  be traded by the  Partnership  under CFTC  regulations  and
counsel,  mutually acceptable to the parties, has not opined that such inclusion
would cause adverse tax consequences to Limited Partners and the General Partner
does  not  consent  to the  Trading  Advisor's  trading  such  contract  for the
Partnership  within 5 business days of a written  request by the Trading Advisor
to do so,  and,  if such  consent  is  given,  does  not  make  arrangements  to
facilitate  such  trading  within  30 days of such  notice;  or (vi) the  assets
allocated to the Trading Advisor fall below $1,000,000 at any time.

            The  indemnities  set forth in Section 8 hereof  shall  survive  any
termination of this Agreement.

            8.  Standard of Liability; Indemnifications.

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

            (b) Trading Advisor  Indemnity in Respect of Management  Activities.
The Trading  Advisor shall  indemnify,  defend and hold harmless the Partnership
and the General Partner,  their controlling persons,  their affiliates and their
respective directors, officers, shareholders, employees, and controlling persons
from and against any and all losses,  claims,  damages,  liabilities  (joint and
several),  costs, and expenses (including any reasonable  investigatory,  legal,
and other  expenses  incurred in connection  with,  and any amounts paid in, any
settlement;   provided  that  the  Trading  Advisor  shall  have  approved  such
settlement)  incurred  as a result  of any  action  or  omission  involving  the
Partnership's  futures interests  trading of the Trading Advisor,  or any of its
controlling  persons or  affiliates  or their  respective  directors,  officers,
partners,  shareholders,  or employees; provided that such liability arises from
an act or omission of the Trading Advisor,  or any of its controlling persons or
affiliates or their respective directors,  officers, partners,  shareholders, or
employees  which is found by a court of competent  jurisdiction  upon entry of a
final judgment (or, if no final judgment is entered,  by an opinion  rendered by
counsel  who is  approved  by the  Partnership  and the  Trading  Advisor,  such
approval  not to be  unreasonably  withheld)  to be a  material  breach  of this
Agreement  or a  representation,  warranty  or covenant  herein,  the result of,
misconduct or  negligence,  or conduct not done in good faith in the  reasonable
belief that it was in, or not opposed to, the best interests of the Partnership.
The  termination  of any  demand,  claim,  lawsuit,  action,  or  proceeding  by
settlement  shall  not,  of itself,  create a  presumption  that the  conduct in
question was not undertaken in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the Partnership.

            (c) Partnership Indemnity in Respect of Management  Activities.  The
Partnership shall indemnify,  defend, and hold harmless the Trading Advisor, its
controlling persons, their affiliates and their respective directors,  officers,
shareholders,  employees,  and controlling persons, from and against any and all
losses, claims,  damages,  liabilities (joint and several),  costs, and expenses
(including any reasonable  investigatory,  legal, and other expenses incurred in
connection  with,  and any amounts paid in, any  settlement;  provided  that the
Partnership shall have approved such settlement) resulting from a demand, claim,
lawsuit,  action, or proceeding (other than those incurred as a result of claims
brought by or in the right of an indemnified  party) relating to the business or
activities of the Partnership undertaken by the Trading Advisor pursuant to this
Agreement or a material breach of this Agreement or a  representation,  warranty
or covenant  herein by the General Partner or the  Partnership;  provided that a
court of competent  jurisdiction upon entry of a final judgment finds (or, if no
final  judgment  is  entered,  an  opinion is  rendered  to the  Partnership  by
independent  counsel  reasonably  acceptable to both parties) to the effect that
the action or  inaction  of such  indemnified  party that was the subject of the
demand,  claim,  lawsuit,  action, or proceeding did not constitute  negligence,
misconduct, or a material breach of this Agreement or a representation, warranty
or covenant of the  Trading  Advisor  herein and was done in good faith and in a
manner such indemnified  party reasonably  believed to be in, or not opposed to,
the best interests of the  Partnership.  The  termination of any demand,  claim,
lawsuit,  action,  or proceeding by  settlement  shall not, of itself,  create a
presumption that the conduct in question was not undertaken in good faith and in
a manner reasonably  believed to be in, or not opposed to, the best interests of
the Partnership.

            (d)  Trading  Advisor  Indemnity  in Respect  of Sale of Units.  The
Trading  Advisor  shall  indemnify,  defend  and  hold  harmless  DWR,  CFI  the
Partnership,  the General Partner,  any Additional  Seller, and their affiliates
and each of their officers,  directors,  principals,  shareholders,  controlling
persons from and against any loss, claim, damage, liability,  cost, and expense,
joint and several,  to which any indemnified person may become subject under the
Securities  Act,  the  Securities  and Exchange Act of 1934 Act, as amended (the
"Exchange Act") the Commodity Exchange Act, and rules promulgated thereunder the
("CEAct")  the  securities  or Blue Sky law of any  jurisdiction,  or  otherwise
(including any reasonable  investigatory,  legal, and other expenses incurred in
connection  with,  and any amounts paid in, any  settlement,  provided  that the
Trading Advisor shall have approved such settlement,  and in connection with any
administrative proceedings),  in respect of the offer or sale of Units, but only
to the extent such loss, claim, damage,  liability,  cost, or expense (or action
in respect  thereof)  arises out of, or is based upon: (i) a material  breach by
the  Trading  Advisor of any  representation,  warranty,  or  agreement  in this
Agreement or any certificate delivered pursuant to this Agreement or the failure
by the Trading  Advisor to  materially  perform any covenant made by the Trading
Advisor herein;  (ii) a misleading or untrue statement or alleged  misleading or
untrue  statement of a material  fact made in the  Registration  Statement,  the
Prospectus,  or any related selling  material or an omission or alleged omission
to state a material  fact  therein  which is  required  to be stated  therein or
necessary to make the statements  therein (in the case of the Prospectus and any
selling material,  in light of the circumstances under which they were made) not
misleading,  and such statement or omission relates  specifically to the Trading
Advisor,  or its Trading  Advisor  Principals  (as defined below) or was made in
reliance  upon, and in conformity  with,  written  information  or  instructions
furnished by the Trading Advisor  (provided,  however,  that with respect to any
related selling  material only such related selling  material as shall have been
approved in writing by the Trading Advisor).

            (e)  Partnership   Indemnity  in  Respect  of  Sale  of  Units.  The
Partnership  agrees to indemnify,  defend and hold harmless the Trading  Advisor
and  each of its  officers,  directors,  principals,  shareholders,  controlling
persons from and against any loss, claim, damage, liability,  cost, and expense,
joint and several,  to which any indemnified person may become subject under the
Securities  Act, the Exchange Act, the CEAct,  the securities or Blue Sky law of
any jurisdiction,  or otherwise (including any reasonable investigatory,  legal,
and other  expenses  incurred in connection  with,  and any amounts paid in, any
settlement,  provided that the Partnership  shall have approved such settlement,
and in connection with any administrative proceedings),  in respect of the offer
or sale of Units,  insofar as such loss,  claim,  damage,  liability,  cost,  or
expense (or action in respect  thereof)  arises out of, or is based upon:  (i) a
material breach by the Partnership or the General Partner of any representation,
warranty,  or agreement in this  Agreement or the failure by the  Partnership or
the  General  Partner to perform any  covenant  made by them  herein;  or (ii) a
misleading or untrue  statement or alleged  misleading or untrue  statement of a
material fact made in the Registration Statement, the Prospectus, or any related
selling  material or an omission  or alleged  omission to state a material  fact
therein  which  is  required  to be  stated  therein  or  necessary  to make the
statements  therein (in the case of the Prospectus or the selling  material,  in
light of the circumstances under which they were made) not misleading,  provided
that such  materially  misleading  or untrue  statement  or  alleged  materially
misleading or untrue  statement or omission or alleged  omission does not relate
to the Trading  Advisor or its  Trading  Advisor  Principals  or was not made in
reliance upon, and in conformity with,  information or instructions furnished by
the Trading Advisor (provided, however, that with respect to any related selling
material,  only such  related  selling  material as shall have been  approved in
writing by the Trading  Advisor),  or does not result from a material  breach by
the  Trading  Advisor of any  representation,  warranty,  or  agreement  in this
Agreement or any certificate delivered pursuant to this Agreement or the failure
by the  Trading  Advisor  to  materially  perform  any  covenant  made  in  this
Agreement.

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

            (g) Promptly after receipt by an indemnified person of notice of the
commencement of any action, claim, or proceeding to which any of the indemnities
may apply, the indemnified  person will notify the indemnifying party in writing
of the commencement  thereof if a claim in respect thereof is to be made against
the indemnifying party hereunder; but the omission so to notify the indemnifying
party will not  relieve  the  indemnifying  party from any  liability  which the
indemnifying  party may have to the indemnified  person hereunder,  except where
such omission has materially  prejudiced  the  indemnifying  party.  In case any
action,  claim, or proceeding is brought  against an indemnified  person and the
indemnified person notifies the indemnifying  party of the commencement  thereof
as provided  above,  the  indemnifying  party will be  entitled  to  participate
therein and, to the extent that the  indemnifying  party desires,  to assume the
defense  thereof  with  counsel  selected  by the  indemnifying  party  and  not
unreasonably  disapproved  by the  indemnified  person.  After  notice  from the
indemnifying  party  to  the  indemnified  person  of the  indemnifying  party's
election so to assume the defense  thereof as provided above,  the  indemnifying
party  will  not be  liable  to  the  indemnified  person  under  the  indemnity
provisions hereof for any legal and other expenses  subsequently incurred by the
indemnified person in connection with the defense thereof, other than reasonable
costs of investigation.

            Notwithstanding the proceeding paragraph,  if, in any action, claim,
or proceeding as to which  indemnification is or may be available hereunder,  an
indemnified  person  reasonably  determines  that  its  interests  are or may be
adverse,  in whole or in part,  to the  indemnifying  party's  interests or that
there  may be legal  defenses  available  to the  indemnified  person  which are
different from, in addition to, or inconsistent  with the defenses  available to
the  indemnifying  party,  the indemnified  person may retain its own counsel in
connection with such action, claim, or proceeding and will be indemnified by the
indemnifying  party  for any legal and other  expenses  reasonably  incurred  in
connection with investigating or defending such action, claim, or proceeding.

            In no event will the  indemnifying  party be liable for the fees and
expenses of more than one counsel for all indemnified persons in connection with
any one action,  claim, or proceeding or in connection with separate but similar
or related actions,  claims, or proceedings in the same jurisdiction arising out
of the same general  allegations.  The indemnifying party will not be liable for
any  settlement  of any  action,  claim,  or  proceeding  effected  without  the
indemnifying  party's  express  written  consent,  but if any action,  claim, or
proceeding is settled with the indemnifying party's express written consent, the
indemnifying  party will  indemnify,  defend,  and hold harmless an  indemnified
person as provided in this Section 8.


            9.    Right to Advise  Others and  Uniformity of Acts 
                  and Practices.

            (a) The  Trading  Advisor  is engaged in the  business  of  advising
investors as to the purchase and sale of futures  interests.  During the term of
this Agreement,  the Trading  Advisor,  its principals and  affiliates,  will be
advising other investors (including  affiliates and the stockholders,  officers,
directors,  and employees of the Trading  Advisor and its  affiliates  and their
families) and trading for their own accounts.  However,  under no  circumstances
shall the Trading  Advisor by any act or omission  favor any account  advised or
managed by the Trading Advisor over the account of the Partnership in any way or
manner (other than by charging different  management and/or incentive fees). The
Trading Advisor agrees to treat the  Partnership in a fiduciary  capacity to the
extent recognized by applicable law, but, subject to that standard,  the Trading
Advisor  or any of its  principals  or  affiliates  shall be free to advise  and
manage  accounts for other  investors and shall be free to trade on the basis of
the same trading  programs,  systems,  methods,  or  strategies  employed by the
Trading  Advisor  for the  account  of the  Partnership,  or  trading  programs,
systems, methods, or strategies which are entirely independent of, or materially
different from, those employed for the account of the Partnership,  and shall be
free to compete for the same  futures  interests as the  Partnership  or to take
positions  opposite to the  Partnership,  where such actions do not knowingly or
deliberately prefer any of such accounts over the account of the Partnership.

            (b) The Trading  Advisor shall not be restricted as to the number or
nature of its clients, except that: (i) so long as the Trading Advisor acts as a
trading advisor for the Partnership,  neither the Trading Advisor nor any of its
principals or affiliates  shall hold knowingly any position or control any other
account  which  would  cause  the  Partnership,  the  Trading  Advisor,  or  the
principals  or  affiliates  of the  Trading  Advisor to be in  violation  of the
Commodity Exchange Act or any regulations promulgated thereunder, any applicable
rule or regulation of the CFTC or any other regulatory body, exchange, or board;
and (ii) neither the Trading  Advisor nor any of its  principals  or  affiliates
shall render futures  interests trading advice to any other individual or entity
or otherwise engage in activity which shall knowingly cause positions in futures
interests to be attributed to the Trading Advisor under the rules or regulations
of the CFTC or any other  regulatory body,  exchange,  or board so as to require
the  significant  modification of positions taken or intended for the account of
the  Partnership;  provided  that the  Trading  Advisor  may modify its  trading
programs,   systems,  methods  or  strategies  to  accommodate  the  trading  of
additional  funds or accounts.  If applicable  speculative  position  limits are
exceeded by the Trading Advisor in the opinion of (i)  independent  counsel (who
shall be other than  counsel to the  Partnership),  (ii) the CFTC,  or (iii) any
other  regulatory  body,  exchange,  or  board,  the  Trading  Advisor  and  its
principals and affiliates  shall  promptly  liquidate  positions in all of their
accounts,  including  the  Partnership's  account,  as to  which  positions  are
attributed  to the Trading  Advisor as nearly as possible in  proportion  to the
accounts'   respective  amounts  available  for  trading  (taking  into  account
different degrees of leverage and "notional"  equity) to the extent necessary to
comply with the applicable position limits.


            10.   Representations,  Warranties,  and  Covenants  of the  Trading
                  Advisor.

            (a) Representations of the Trading Advisor. The Trading Advisor with
respect to itself and each of its  principals  represents  and  warrants  to and
agrees with the General Partner and the Partnership as follows:

                  (i) It will  exercise  good  faith  and due care in using  the
trading  programs  on  behalf  of the  Partnership  that  are  described  in the
Prospectus (as modified from time to time) or any other trading  programs agreed
to by the General Partner.

                 (ii) The  Trading  Advisor  shall  follow,  at all  times,  the
trading  policies of the  Partnership  (as described in the  Prospectus)  and as
amended in writing  and  furnished  to the  Trading  Advisor  from time to time,
provided,  that the General  Partner has notified  the Trading  Advisor of these
trading policies.

                (iii) The Trading Advisor shall trade: (A) the Partnership's Net
Assets pursuant to the same trading programs  described in the Prospectus unless
the  General  Partner  agrees  otherwise  and (B)  only in  futures  and  option
contracts traded on U.S.  contract  markets,  foreign currency forward contracts
traded with CFI, and such other futures  interests which are approved in writing
by the General Partner or have been approved by the CFTC for U.S. persons.

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

                (v) All  references  to the  Trading  Advisor  and each  Trading
Advisor Principal, including the Trading Advisor's trading programs, approaches,
systems and performance,  in the Registration Statement and the Prospectus,  and
in the  supplemental  selling material which has been approved in writing by the
Trading  Advisor,  are  accurate and  complete in all  material  respects.  With
respect to the material relating to the Trading Advisor and each Trading Advisor
Principal,  including the Trading Advisor's and the Trading Advisor  Principals'
trading  programs,   approaches,  systems  ,  and  performance  information,  as
applicable, (i) the Registration Statement and Prospectus contain all statements
and  information  required  to be  included  therein  under the  CEAct,(ii)  the
Registration  Statement as of its effective date will not contain any misleading
or untrue statement of a material fact or omit to state a material fact which is
required to be stated  therein or necessary to make the  statements  therein not
misleading  and (iii) the Prospectus at its date of issue and as of each closing
will not  contain  any untrue  statement  of a material  fact or omit to state a
material  fact  necessary  to make  the  statements  therein,  in  light  of the
circumstances under which such statements were made, not misleading.

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

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

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

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

                (x)  Except  as set  forth  in  the  Registration  Statement  or
Prospectus  there  has not  been in the  five  years  preceding  the date of the
Prospectus  and there is not  pending,  or to the best of the Trading  Advisor's
knowledge  threatened,  any action, suit or proceeding before or by any court or
other  governmental  body to which the Trading  Advisor or any  Trading  Advisor
Principal  is or was a  party,  or to which  any of the  assets  of the  Trading
Advisor is or was subject and which resulted in or might  reasonably be expected
to  result  in any  material  adverse  change  in the  condition,  financial  or
otherwise,  business or  prospects  of the Trading  Advisor or which is required
under the Securities Act or CEAct to be disclosed in the Prospectus. None of the
Trading Advisor or any Trading  Advisor  Principal has received any notice of an
investigation  by the NFA or the CFTC  regarding  noncompliance  by the  Trading
Advisor or any of the Trading Advisor Principals with the CEAct.

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

            (b) Covenants of the Trading Advisor.  The Trading Advisor covenants
and agrees that:

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

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

                 (iii) The Trading  Advisor  agrees  reasonably  to cooperate by
providing information regarding itself and its performance in the preparation of
any amendments or supplements to the Registration Statement and the Prospectus.


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

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

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

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

                  (iii) The Partnership is a limited  partnership duly organized
pursuant to the  Certificate  of Limited  Partnership,  the Limited  Partnership
Agreement and the Delaware  Revised Uniform  Limited  Partnership Act ("DRULPA")
and is validly  existing under the laws of the State of Delaware with full power
and authority to engage in the trading of futures interests and to engage in its
other  contemplated  activities as described in the Prospectus;  the Partnership
has received a certificate  of authority to do business in the State of New York
as provided by Article 8-A of the New York Revised  Limited  Partnership Act and
is qualified to do business in each  jurisdiction in which the nature or conduct
of its business requires such qualification and where failure to be so qualified
could  materially  adversely  affect the  Partnership's  ability to perform  its
obligations hereunder.

                  (iv)  The  General  Partner  is  duly  organized  and  validly
existing and in good  standing as a  corporation  under the laws of the State of
Delaware  and in  good  standing  and  qualified  to do  business  as a  foreign
corporation  under  the laws of the  State of New  York and is  qualified  to do
business and is in good standing as a foreign  corporation in each  jurisdiction
in which the nature or conduct of its business  requires such  qualification and
where the  failure to be so  qualified  could  materially  adversely  affect the
General Partner's ability to perform its obligations hereunder.

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

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

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

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

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

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

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

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

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

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

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


            12.   Merger or Transfer of Assets of Trading Advisor.

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


            13.   Complete Agreement.

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


            14.   Assignment.

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


            15.   Amendment.

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


            16.   Severability.

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


            17.   Closing Certificates and Opinions.

            (1) The Trading  Advisor shall, at the  Partnership's  first Monthly
Closing  following the effective date of the  Registration  Statement and at the
request  of the  General  Partner  at any  Monthly  Closing  (as  defined in the
Prospectus), provide the following:

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

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

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

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

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

                        (ii)  The  Trading  Advisor   (including  the  Trading
Advisor  Principals)  has  all  governmental,  regulatory,  self-regulatory  and
commodity  exchange  and  clearing  association  licenses,   registrations,  and
memberships  required by law,  and the Trading  Advisor  (including  the Trading
Advisor  Principals)  has made all filings  necessary to perform its obligations
under  this   Agreement  and  to  conduct  its  business  as  described  in  the
Registration  Statement and Prospectus,  except for such licenses,  memberships,
filings  and  registrations,  the  absence  of which  would not have a  material
adverse effect on its ability to act as described in the Registration  Statement
and Prospectus or to perform its obligations  under this Agreement,  and, to the
best  of  such  counsel's  knowledge,  after  due  investigations,  none of such
licenses,   memberships  or  registrations  have  been  rescinded,   revoked  or
suspended.

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

                        (iv) Based upon due inquiry of certain officers of
the  Trading  Advisor,  to the  best  of such  counsel's  knowledge,  except  as
disclosed in the Prospectus, there are no material actions, suits or proceedings
at law or in equity  either  threatened  or pending in any court or before or by
any  governmental or  administrative  body nor have there been any such actions,
suits or proceedings at any time within the five years preceding the date of the
Prospectus  against the Trading Advisor or any Trading  Advisor  Principal which
are required to be disclosed in the Registration Statement or Prospectus.

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

                        (vi) Based upon reliance of certain SEC "no-action"
letters,  as of the  closing,  the  performance  by the  Trading  Advisor of the
transactions  contemplated  by this Agreement and as described in the Prospectus
will not require the Trading Advisor to be registered as an "investment adviser"
as that term is defined in the Investment Advisers Act of 1940, as amended.

                        (vii) Nothing has come to such counsel's attention
that would lead them to believe that, (A) the Registration Statement at the time
it became  effective,  insofar as the Trading  Advisor  and the Trading  Advisor
Principals are concerned,  contained any untrue  statement of a material fact or
omitted to state a material fact  required to be stated  therein or necessary to
make the statements therein not misleading, or (B) the Prospectus at the time it
was issued or at the closing contained an untrue statement of a material fact or
omitted  to state a  material  fact  necessary  in order to make the  statements
therein  relating to the Trading Advisor or the Trading Advisor  Principals,  in
light of the circumstances under which they were made, not misleading.

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

            (2) The General  Partner shall, at the  Partnership's  first Monthly
Closing following the effective date of the Registration Statement,  provide the
following:

                  (a) To the Trading  Advisor a  certificate,  dated the date of
such closing and in form and substance  satisfactory to the Trading Advisor,  to
the effect that:

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

                         (ii) No stop order suspending the  effectiveness of the
Registration  Statement has been issued by the SEC and no  proceedings  for that
purpose have been  instituted or are pending or, to the knowledge of the General
Partner,  are  contemplated  or threatened  under the  Securities  Act. No order
preventing or suspending  the use of the  Prospectus has been issued by the SEC,
NASD,  CFTC, or NFA and no proceedings  for that purpose have been instituted or
are pending or, to the knowledge of the General  Partner,  are  contemplated  or
threatened under the Securities Act or the CEAct.

                          (iii) The  Partnership  and the General  Partner  have
performed all of their  obligations and satisfied all of the conditions on their
part to be performed or satisfied  under this  Agreement at or prior to the date
of the closing.

                  (b)  Cadwalader,  Wickersham  & Taft,  counsel to the  General
Partner and the Partnership, shall deliver its opinion to the parties hereto, in
form and substance satisfactory to the parties hereto, to the effect that:

                          (i) The  Partnership  is a  limited  partnership  duly
formed  pursuant  to  the  Certificate  of  Limited  Partnership,   the  Limited
Partnership  Agreement and the DRULPA and is validly  existing under the laws of
the State of Delaware with full  partnership  power and authority to conduct the
business  in which it  proposes  to  engage  as  described  in the  Registration
Statement and Prospectus and to perform its  obligations  under this  Agreement;
the Partnership  has received a Certificate of Authority as  contemplated  under
the New York Revised Limited  Partnership Act and is qualified to do business in
New York and need not affect any other filings or qualifications  under the laws
of  any  other  jurisdictions  to  conduct  its  business  as  described  in the
Registration Statement and Prospectus.

                          (ii) The General Partner is duly organized and validly
existing and in good  standing as a  corporation  under the laws of the State of
Delaware and is  qualified  to do business and is in good  standing as a foreign
corporation in the State of New York and in each other jurisdiction in which the
nature or conduct of its business requires such qualification and the failure to
so  qualify  might   reasonably  be  expected  to  result  in  material  adverse
consequences to the Partnership or the General  Partner's ability to perform its
obligations  as described in the  Registration  Statement  and  Prospectus.  The
General  Partner has full corporate  power and authority to conduct its business
as described in the  Registration  Statement and  Prospectus  and to perform its
obligations under this Agreement.

                          (iii) The General  Partner and each of its  principals
as defined in Rule 3.1 under the CEAct, and the Partnership have all federal and
state  governmental  and  regulatory  licenses,  registrations  and  memberships
required  by law and have made all  filings  necessary  in order for the General
Partner and the Partnership to perform their obligations under this Agreement to
conduct  their  business  as  described  in  the   Registration   Statement  and
Prospectus, except for such licenses,  memberships,  filings, and registrations,
the absence of which would not have a material  adverse  effect on their ability
to act as described in the Registration Statement and Prospectus,  or to perform
their  obligations  under this  Agreement,  and,  to the best of such  counsel's
knowledge,  after due  investigation,  none of such licenses and  memberships or
registrations have been rescinded, revoked or suspended.

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

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

                          (vi) To  such  counsel's  knowledge,  based  upon  due
inquiry of certain officers of the General  Partner,  except as disclosed in the
Prospectus,  there  are no  actions,  suits or  proceedings  at law or in equity
pending or threatened before or by any court,  governmental body, administrative
agency,  panel or  self-regulatory  organization,  nor have  there been any such
suits or proceedings within the five years preceding the date of the Prospectus,
to which the General  Partner or the  Partnership is or was a party, or to which
any of their assets is or was subject,  which would be material to an investor's
decision to invest in the  Partnership or which might  reasonably be expected to
result in a materially adverse change in the condition,  financial or otherwise,
business or prospects of the General Partner, or the Partnership, whether or not
arising in the ordinary course of business.

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

                          (viii) At the time the  Registration  Statement became
effective, the Registration Statement, and at the time the Prospectus was issued
and as of the  closing,  the  Prospectus,  complied  as to form in all  material
respects  with  the   requirements   of  the  Securities   Act,  the  Securities
Regulations, the CEAct and the regulations of the NFA and NASD. Nothing has come
to  such  counsel's   attention  that  would  lead  them  to  believe  that  the
Registration  Statement  at the time it became  effective  contained  any untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
that the  Prospectus  at the time it was issued or at the closing  contained  an
untrue  statement  of a  material  fact or  omitted  to  state a  material  fact
necessary to make the statements  therein,  in light of the circumstances  under
which they where made,  not  misleading;  provided,  however,  that  Cadwalader,
Wickersham & Taft need express no opinion or belief (a) as to information in the
Registration  Statement or the Prospectus  regarding any Trading  Advisor or its
principals,  or (b) as to the  financial  statements,  notes  thereto  and other
financial  or  statistical  data set  forth in the  Registration  Statement  and
Prospectus,  or (c) as to the performance data and notes or descriptions thereto
set forth in the Registration Statement and Prospectus.

                          (ix) Based upon  reliance on certain  SEC  "no-action"
letters, as of the closing,  the Partnership need not register as an "investment
company" under the Investment Company Act of 1940, as amended.

            In  rendering  its  opinion,  such  counsel may rely on  information
obtained  from  public  officials,  officers  of the  General  Partner and other
sources  believed by it to be responsible  and may assume that signatures on all
documents  examined by it are  genuine,  and that a  Subscription  and  Exchange
Agreement and Power of Attorney in the form attached to the  Prospectus has been
duly  authorized,   completed,   dated,   executed,   and  delivered  and  funds
representing  the full  subscription  price  for the Units  purchased  have been
delivered by each  purchaser of Units in accordance  with the  requirements  set
forth in the Prospectus.


            18.   Inconsistent Filings.

            The Trading  Advisor  agrees not to file,  participate in the filing
of, or publish any  description  of the Trading  Advisor,  or of its  respective
principals or trading  approaches that is materially  inconsistent with those in
the  Registration  Statement  and  Prospectus,  without so informing the General
Partner and  furnishing  to it copies of all such  filings  within a  reasonable
period prior to the date of filing or publication.


            19.   Disclosure Documents.

            During the term of this Agreement, the Trading Advisor shall furnish
to the General Partner  promptly  copies of all disclosure  documents filed with
the CFTC or NFA by the Trading Advisor. The General Partner acknowledges receipt
of the Trading Advisor's disclosure document dated November 30, 1997.


            20.   Notices.

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

            if to the Partnership:

                  Dean Witter Spectrum Select L.P.
                  c/o Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York  10048

            if to the General Partner:

                  Demeter Management Corporation
                  2 World Trade Center
                  62nd Floor
                  New York, New York  10048
                  Attn:  Mark J. Hawley

            if to the Trading Advisor:

                  EMC Capital Management, Inc.
                  2201 Waukegan Road, Suite 240
                  Bannockburn, IL  60015
                  Attn:  Jeffrey D. Izenman, Esq.

            with a copy to:

                  Adam Cooper, Esq.
                  Katten, Muchin & Zavis
                  525 W. Monroe, Suite 1600
                  Chicago, Illinois  60661


            21.   Survival.

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


            22.   Governing Law.

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


            23.   Remedies.

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


            24.   Headings.

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



<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 SELECT L.P.
                              by Demeter Management Corporation,
                                 General Partner

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


                              DEMETER MANAGEMENT CORPORATION
                              By: /s/ Mark J. Hawley
                                  ----------------------------------
                                      Mark J. Hawley


                              EMC CAPITAL MANAGEMENT, INC.

                              By: /s/ Jeffrey D. Izenman
                                  ----------------------------------
---------------------------           Jeffrey D. Izenman