EXHIBIT 10.03


                      SECURITIES ACCOUNT CONTROL AGREEMENT


          SECURITIES ACCOUNT CONTROL AGREEMENT dated as of May 1, 2000 among
MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGIC L.P. (the "LIEN Grantor"), MORGAN
STANLEY & CO. INCORPORATED (the "SECURED PARTY"), and DEAN WITTER REYNOLDS INC.
(the "SECURITIES INTERMEDIARY"). All references herein to the "UCC" refer to the
Uniform Commercial Code as in effect from time to time in the State of New York.
Terms defined in the UCC have the same meanings when used herein.


                              W I T N E S S E T H :

      WHEREAS, the Lien Grantor is the entitlement holder with respect to the
Account (as defined below);

      WHEREAS, the Lien Grantor pursuant to Section 6(f) of a Commodity Futures
Customer Agreement dated as of June 6, 2000 (the "CUSTOMER Agreement") has
granted to the Secured Party a continuing security interest (the "SECURITY
INTEREST") in all right, title and interest of the Lien Grantor in, to and under
the Account, all financial assets credited thereto and all security entitlements
in respect thereof, whether now owned or existing or hereafter acquired or
arising; and

      WHEREAS, the parties hereto are entering into this Agreement in order to
perfect the Security Interest in the Account, all financial assets from time to
time credited thereto and all security entitlements in respect thereof;

      NOW, THEREFORE, the parties hereto agree as follows:

      SECTION 1. Establishment of Account. The Securities Intermediary confirms
that:

            (i) the Securities Intermediary has established the account numbers
      listed on the attached Appendix A (which Appendix may be amended in
      writing by the parties from time to time) in the name of "Morgan Stanley
      Dean Witter Spectrum Strategic L.P." (such account and any successor
      account, the "ACCOUNT"),

            (ii) the Account is a "securities account" as defined in Section
      8-501 of the UCC,

            (iii) the Securities Intermediary is acting as a "securities
      intermediary" (as defined in Section 8-102 of the UCC) in respect of the
      Account,

            (iv) the Securities Intermediary shall, subject to the terms of this
      Agreement, treat the Lien Grantor as entitled to exercise the rights that
      comprise all financial assets from time to time credited to the Account,

            (v) all property delivered to the Securities Intermediary by or on
      behalf of the Lien Grantor for credit to the Account will be promptly
      credited to the Account, and

            (vi) all financial assets (except cash) credited to the Account will
      be registered in the name of the Securities Intermediary, indorsed to the
      Securities Intermediary or in blank or credited to another securities
      account maintained in the name of the Securities Intermediary and in no
      case will any financial asset credited to the Account be registered in the
      name of the Lien Grantor, payable to the order of the Lien Grantor or
      specially indorsed to the Lien Grantor unless such financial asset has
      been further indorsed to the Securities Intermediary or in blank.

      SECTION 2. "Financial Assets" Election. The parties hereto agree that each
item of property (whether investment property, financial asset, security,
instrument, cash or other property) credited to the Account shall be treated as
a "financial asset" within the meaning of Sections 8-102(a)(9) and 8-103 of the
UCC.

      SECTION 3. Entitlement Orders. The Securities Intermediary agrees to
comply with any "entitlement order" (as defined in Section 8-102 of the UCC)
originated by the Secured Party and relating to the Account or any financial
asset credited thereto without further consent by the Lien Grantor or any other
person. The Lien Grantor consents to the foregoing agreement by the Securities
Intermediary.

      SECTION 4. Choice of Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York. The State of New York
shall be deemed to be the securities intermediary's jurisdiction with respect to
the Account, all financial assets credited thereto and all security entitlements
in respect thereof for purposes of the UCC (including, without limitation,
Section 8-110 thereof).

      SECTION 5. Amendments. No amendment or modification of this Agreement or
waiver of any right hereunder shall be binding on any party hereto unless it is
in writing and is signed by all the parties hereto.

      SECTION 6. Notice of Adverse Claims. Except for the claims and interests
of the Secured Party and the Lien Grantor, and security interests in favor of
the Securities Intermediary, the Securities Intermediary does not know of any
claim to, or interest in, the Account, any financial asset credited thereto or
any security entitlement in respect thereof. If any person other than the Lien
Grantor, the Secured Party or the Securities Intermediary asserts any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment,
attachment, execution or similar process) against the Account, any financial
asset credited thereto or any security entitlement in respect thereof, the
Securities Intermediary will promptly notify the Secured Party and the Lien
Grantor thereof.

      SECTION 7. Maintenance of Account. In addition to, and not in lieu of, the
obligation of the Securities Intermediary to honor entitlement orders as agreed
in Section 3 hereof, the Securities Intermediary agrees to maintain the Account
as follows:

            (i) Lien Grantor Entitlement Orders; Notice of Exclusive Control. So
      long as the Securities Intermediary has not received a Notice of Exclusive
      Control (as defined below), the Securities Intermediary may, subject to
      paragraph (ii) below, comply with entitlement orders of the Lien Grantor
      or any duly authorized agent of the Lien Grantor in respect of the Account
      and any or all financial assets credited thereto. After the Securities
      Intermediary receives a written notice from the Secured Party that it is
      exercising exclusive control over the Account (a "NOTICE OF EXCLUSIVE
      CONTROL"), the Securities Intermediary will cease complying with
      entitlement orders of the Lien Grantor and any of its agents.

            (ii) Limits on Free Deliveries From Account. Notwithstanding the
      provisions of paragraph (i) above, the Securities Intermediary shall not,
      without specific prior written consent of the Secured Party:

                        (a) accept or comply with any entitlement order from the
                        Lien Grantor, or any agent of the Lien Grantor,
                        withdrawing from the Account, or making a free delivery
                        of, any financial asset credited to the Account,

                        (b) deliver any such financial asset to the Lien Grantor
                        or

                        (c) pay to the Lien Grantor any credit balance or other
                        cash amount credited to the Account.

      provided that, until the Securities Intermediary receives a Notice of
      Exclusive Control, the Securities Intermediary may pay to the Lien Grantor
      amounts sufficient to pay all fees and expenses of, and to fund all
      redemptions from, the Lien Grantor in the ordinary course of business.

            (iii) Voting Rights. Until the Securities Intermediary receives a
      Notice of Exclusive Control, the Lien Grantor shall be entitled to direct
      the Securities Intermediary with respect to the voting of any financial
      assets credited to the Account.

            (iv) Statements and Confirmations. The Securities Intermediary will
      promptly send copies of all statements, confirmations and other
      correspondence concerning the Account and/or any financial assets credited
      thereto simultaneously to each of the Lien Grantor and the Secured Party
      at their respective addresses specified in Section 12 hereof.

            (v) Tax Reporting. All items of income, gain, expense and loss
      recognized in the Account or in respect of any financial assets credited
      thereto shall be reported to the Internal Revenue Service and all state
      and local taxing authorities under the name and taxpayer identification
      number of the Lien Grantor.

      SECTION 8. Representations, Warranties and Covenants of the Securities
Intermediary. The Securities Intermediary makes the following representations,
warranties and covenants:

            (i) The Account has been established as set forth in Section 1 above
      and will be maintained in the manner set forth herein until this Agreement
      is terminated. The Securities Intermediary will not change the name or
      account number of the Account without the prior written consent of the
      Secured Party.

            (ii) No financial asset credited to the Account is or will be
      registered in the name of the Lien Grantor, payable to the order of the
      Lien Grantor, or specially indorsed to the Lien Grantor, unless such
      financial asset has been further indorsed by the Lien Grantor to the
      Securities Intermediary or in blank.

            (iii) This Agreement is a valid and binding agreement of the
      Securities Intermediary enforceable in accordance with its terms.

            (iv) The Securities Intermediary has not entered into, and until the
      termination of this Agreement will not enter into, any agreement with any
      person (other than the Secured Party) relating to the Account and/or any
      financial asset credited thereto pursuant to which it has agreed, or will
      agree, to comply with entitlement orders of such person. The Securities
      Intermediary has not entered into any other agreement with the Lien
      Grantor or the Secured Party purporting to limit or condition the
      obligation of the Securities Intermediary to comply with entitlement
      orders as agreed in Section 3 hereof.

      SECTION 9. Successors. This Agreement shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.

      SECTION 10. Notices. Each notice, request or other communication given to
any party hereunder shall be in writing (which term includes facsimile or other
electronic transmission) and shall be effective (i) when delivered to such party
at its address specified below, (ii) when sent to such party by facsimile or
other electronic transmission, addressed to it at its facsimile number or
electronic address specified below, and such party sends back an electronic
confirmation of receipt or (iii) ten days after being sent to such party by
certified or registered United States mail, addressed to it at its address
specified below, with first class or airmail postage prepaid:

      Lien Grantor:          Morgan Stanley Dean Witter Spectrum Strategic L.P.
                             c/o Demeter Management Corporation, General Partner
                             2 World Trade Center, 62nd Floor
                             New York, NY 10048

      Secured Party:         Morgan Stanley & Co. Incorporated
                             1 Pierrepont Plaza, 8th Floor
                             Brooklyn, New York 11210
                             Attention: Commodity Operations Manager

      Securities
        Intermediary:        Dean Witter Reynolds Inc.
                             2 World Trade Center
                             New York, NY 10048
                             Attention: Managed Futures Department


Any party may change its address, facsimile number and/or e-mail address for
purposes of this Section by giving notice of such change to the other parties in
the manner specified above.

      SECTION 11. Termination. The rights and powers granted herein to the
Secured Party (i) have been granted in order to perfect the Security Interest,
(ii) are powers coupled with an interest and (iii) will not be affected by any
bankruptcy of the Lien Grantor or any lapse of time. The obligations of the
Securities Intermediary hereunder shall continue in effect until the Secured
Party has notified the Securities Intermediary in writing that the Transaction
Lien has been terminated pursuant to the terms of the Security Agreement.


                             MORGAN STANLEY DEAN WITTER SPECTRUM STRATEGY L.P.
                             Demeter Management Corporation, General Partner


                             By: /s/ Robert E. Murray
                                ------------------------------------------------
                                Name:  Robert E. Murray
                                Title: President and Chairman


                             MORGAN STANLEY & CO. INCORPORATED


                             By: /s/ W. Thomas Clark
                                ------------------------------------------------
                                Name:  W. Thomas Clark
                                Title: Managing Director


                             DEAN WITTER REYNOLDS INC.


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

<PAGE>




                                                                       EXHIBIT A


                          [Letterhead of Secured Party]


                                     [Date]


[Name and Address of Securities Intermediary]

Attention: ________________________


      Re:   Notice of Exclusive Control
            ---------------------------

Ladies and Gentlemen:

      As referenced in the Securities Account Control Agreement dated as of June
30, 2000 among Morgan Stanley Dean Witter Spectrum Strategic L.P. (the "LIEN
GRANTOR"), us and you (a copy of which is attached), we notify you that we will
hereafter exercise exclusive control over securities account number __________
(the "ACCOUNT"), all financial assets from time to time credited thereto and all
security entitlements in respect thereof. You are instructed not to accept any
directions, instructions or entitlement orders with respect to the Account or
the financial assets credited thereto from the Lien Grantor or any of its agents
unless otherwise ordered by a court of competent jurisdiction.

      You are instructed to deliver a copy of this notice by facsimile
transmission to Morgan Stanley Dean Witter Spectrum Strategic L.P.


                             Very truly yours,

                             MORGAN STANLEY & CO. INCORPORATED


                             By:
                                ------------------------------------------------
                                Title:


cc: Morgan Stanley Dean Witter Spectrum Strategic L.P.

<PAGE>




                                   Appendix A


Account numbers established by the Securities Intermediary for Morgan Stanley
Dean Witter Spectrum Strategic L.P.

1.    779-001042
2.    779-001092