Exhibit 10.01


                     AMENDED AND RESTATED CUSTOMER AGREEMENT


               THIS CUSTOMER AGREEMENT (this "Agreement"), made as of the 31st
day of March, 2000, by and between MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY
L.P. (formerly, Morgan Stanley Tangible Asset Fund L.P.), a Delaware limited
partnership (the "Customer"), and DEAN WITTER REYNOLDS INC., a Delaware
corporation ("DWR");


                              W I T N E S S E T H :
                              - - - - - - - - - -


               WHEREAS, the Customer was organized pursuant to a Certificate of
Limited Partnership filed in the office of the Secretary of State of the State
of Delaware on July 31, 1997, and a Limited Partnership Agreement dated as of
July 31, 1997, as amended and restated as of March 6, 2000, between Demeter
Management Corporation, a Delaware corporation ("Demeter"), acting as general
partner (in such capacity, the "General Partner"), and the limited partners of
the Customer ("Limited Partners"), to trade, buy, sell, spread or otherwise
acquire, hold, or dispose of certain commodity-related interests including but
not limited to commodity futures contracts (hereinafter referred to 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 and to engage in all activities incident thereto.

               WHEREAS, the Customer (which is a commodity pool) and the General
Partner (which is a registered commodity pool operator) have entered into a
management agreement (the "Management Agreement") with a certain trading advisor
(the "Trading Advisor") which provides that the Trading Advisor has the
authority and responsibility, except in certain limited situations, to direct
the investment and reinvestment of the assets of the Customer in futures
interests under the terms set forth in the Management Agreement.

               WHEREAS, the Customer and DWR wish to enter into this Customer
Agreement to set forth the terms and conditions upon which DWR will perform
certain non-clearing futures interests brokerage and certain other services for
the Customer.

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

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

               2. Duties of DWR. DWR agrees to act as a non-clearing commodity
broker for the Customer and introduce the Customer's account to Morgan Stanley &
Co. Incorporated ("MS&Co.") and Morgan Stanley & Co. International Limited
("MSIL") for execution and clearing of futures interests transactions on behalf
of the Customer in accordance with instructions provided by the Trading Advisor,
and the Customer agrees to retain DWR as a non-clearing commodity broker for the
term of this Agreement.

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

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

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

               5. Compensation of DWR. The Customer will pay brokerage fees to
DWR at a monthly flat-rate. The Customer will pay to DWR a monthly flat-rate fee
of 1/12 of 4.60% of the Customer's Net Assets (a 4.60% annual rate) as of the
first day of each month. DWR will receive such brokerage fees irrespective of
the number of trades executed on the Customer's behalf.

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

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

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

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

               7. Investment of Customer Funds. The Customer shall deposit its
assets in accounts with DWR. The Customer's assets deposited with DWR will be
segregated or secured in accordance with the Commodity Exchange Act and CFTC
regulations. DWR will credit the Customer with interest income at month-end at
the rate earned by DWR on its U.S. Treasury bill investments with customer
segregated funds as if 80% of the Customer's average daily Net Assets for the
month were invested in U.S. Treasury bills at that rate. All of such funds will
be available for margin for the Customer's trading. For the purpose of such
interest payments, Net Assets will not include monies due to the Customer on or
with respect to forward contracts and other futures interests but not actually
received by it from banks, brokers, dealers and other persons. The Customer
understands that it will not receive any other interest income on its assets and
that DWR will receive interest income from MS&Co. and MSIL, as agreed from time
to time by DWR and MS&Co. and MSIL, on the Customer's assets deposited as margin
with MS&Co. and MSIL. The Customer's funds will either be invested along with
other customer segregated and secured funds of DWR or held in non-interest
bearing bank accounts. The Customer's assets held by DWR may be used solely as
margin for the Customer's trading.

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

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

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

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

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

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

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

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

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

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

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

               if to the Customer:

                      MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P.
                      c/o Demeter Management Corporation
                      Two World Trade Center, 62nd Floor
                      New York, New York  10048
                      Attn: Robert E. Murray
                            President

               if to DWR:

                      DEAN WITTER REYNOLDS INC.
                      Two World Trade Center, 62nd Floor
                      New York, New York  10048
                      Attn: Robert E. Murray
                            Senior Vice President

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

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

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

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

                                            MORGAN STANLEY DEAN WITTER
                                            SPECTRUM COMMODITY L.P.

                                            By: Demeter Management Corporation,
                                                  General Partner


                                            By:  /s/  Robert E. Murray
                                                --------------------------------
                                                Robert E. Murrary
                                                President

                                            DEAN WITTER REYNOLDS INC.


                                            By: /s/  Robert E. Murray
                                                --------------------------------
                                                Robert E. Murray
                                                Senior Vice President

<PAGE>


FUTURES CUSTOMER AGREEMENT

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

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

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

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

4.   DELIVERY; OPTION EXERCISE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23.  GOVERNING LAW; CONSENT TO JURISDICTION -

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

OPTIONAL ELECTIONS

The following provisions, which are set forth in this agreement, need not be
entered into to open the Account. Customer agrees that its optional elections
are as follows:

                                                     SIGNATURE REQUIRED FOR EACH
                                                               ELECTION

ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                                  ------------------------------

CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                          X   /s/ Robert E. Murray
                                                  ------------------------------

AUTHORIZATION TO TRANSFER FUNDS:
(Agreement Paragraph 26)                          X   /s/ Robert E. Murray
                                                  ------------------------------

ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                          X   /s/ Robert E. Murray
                                                  ------------------------------
                                                  (Required for accounts holding
                                                   non-U.S. currency)

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

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

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

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

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

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

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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

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

REQUIRED SIGNATURES

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

MORGAN STANLEY DEAN WITTER SPECTRUM COMMODITY L.P.
--------------------------------------------------------------------------------
CUSTOMER NAME(S)
By:  DEMETER MANAGEMENT CORPORATION

By:  /s/ Robert E. Murray                     March 31, 2000
-----------------------------------           ----------------------------------
AUTHORIZED SIGNATURE(S)                       DATE

Robert E. Murray, President
-----------------------------------           ----------------------------------
(If applicable, print name and title
of signatory)