Exhibit 10.03



                               CUSTOMER AGREEMENT

     THIS  CUSTOMER  AGREEMENT  (this  "Agreement"),  made  as of the 6th day of
November, 1998, by and among MORGAN STANLEY DEAN WITTER CHARTER MILLBURN L.P., a
Delaware  limited  partnership (the  "Customer"),  CARR FUTURES INC., a Delaware
corporation  ("CFI"),  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 15, 1998, and a Limited Partnership  Agreement dated as of July
15,  1998  between  Demeter  Management  Corporation,   a  Delaware  corporation
("Demeter"),   acting  as  general  partner  (in  such  capacity,  the  "General
Partner"),  and the  limited  partners of the  Customer,  to trade,  buy,  sell,
spread, or otherwise acquire,  hold, or dispose of commodities  (including,  but
not limited to, foreign  currencies,  mortgage-backed  securities,  money market
instruments, financial instruments, and any other securities or items which are,
or may become,  the subject of futures contract  trading),  domestic and foreign
commodity  futures  contracts,  commodity  forward  contracts,  foreign exchange
commitments,  options on physical  commodities  and on futures  contracts,  spot
(cash)   commodities  and  currencies,   and  any  rights   pertaining   thereto
(hereinafter  referred to collectively as "futures  interests"),  and securities
(such as United States Treasury bills) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer funds and other securities on
a limited basis, and to engage in all activities incident thereto;

     WHEREAS,  the Customer  (which is a commodity pool) and the General Partner
(which is a registered  commodity  pool operator) have entered into a management
agreement  (the  "Management  Agreement")  with a certain  trading  advisor (the
"Trading  Advisor"),  which provides that the Trading  Advisor has 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 have  entered  into that  certain  Customer
Agreement, dated as of November 6, 1998 (the "DWR Customer Agreement"),  whereby
DWR agreed to perform certain non-clearing futures interests brokerage and other
services for the Customer; and

     WHEREAS, the Customer, DWR and CFI wish to enter into this Agreement to set
forth the terms and  conditions  upon which CFI will perform  futures  interests
execution and clearing 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 CFI.  CFI agrees to execute  and clear all  futures  interests
brokerage transactions on behalf of the Customer in accordance with instructions
provided by DWR or the Trading Advisor, and the Customer agrees to retain CFI as
its clearing broker for the term of this Agreement.  CFI agrees to maintain such
number of  subaccounts  for the Customer as DWR reasonably  shall  request.  The
execution and clearing services of CFI provided hereunder shall be in accordance
with applicable exchange rules.

     CFI 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.  CFI
shall  disclose  such  information  (including,  without  limitation,  financial
statements)  regarding  itself  and its  affiliates  as may be  required  by the
Customer for SEC, CFTC and state blue sky disclosure purposes.

     CFI agrees to notify the Trading Advisor and DWR immediately upon discovery
of any error  committed  by CFI or any of its  agents  with  respect  to a trade
executed or cleared by CFI on behalf of the  Customer and to notify DWR promptly
of any order or trade for the  Customer's  account  which CFI  believes  was not
executed or cleared in accordance with proper instructions given by DWR, Demeter
or  the   Trading   Advisor  or  other   agent  for  the   Customer's   account.
Notwithstanding  any  provision  of this  Agreement to the  contrary,  CFI shall
assume  financial  responsibility  for any errors  committed  or caused by it in
executing or clearing  orders for the purchase or sale of futures  interests for
the Customer's  account and shall credit the Customer's  account with any profit
resulting  from an  error of CFI.  Errors  made by floor  brokers  appointed  or
selected by CFI shall constitute errors made by CFI.  However,  CFI shall not be
responsible for errors committed by the Trading Advisor.

     CFI  acknowledges  that other  partnerships of which the General Partner is
the general partner are not affiliates of the Customer.

     3.  MARGINS.  The  futures  and futures  option  trades for the  Customer's
account shall be margined at the applicable  exchange or  clearinghouse  minimum
rates  for  speculative   accounts;   all  subaccounts  shall  be  combined  for
determining  such  margin  requirements.  All  margin  calls for the  Customer's
account  shall be made to DWR by CFI, and each such call for margin shall be met
by  Customer  within  three hours after DWR has  received  such call.  CFI shall
accept as margin for the  Customer's  account any instrument  deemed  acceptable
under exchange or clearinghouse  rules pertaining to such account.  Upon oral or
written request by DWR, CFI shall,  within three hours after receipt of any such
request,  wire  transfer  (by federal  bank wire  system) to DWR for  Customer's
account  any funds in the  Customer's  account  with CFI in excess of the margin
requirements for such account.

     4.  OBLIGATIONS  AND EXPENSES.  Except as otherwise set forth herein and in
the Prospectus,  the Customer,  and not CFI, shall be responsible for all taxes,
management and incentive fees to the Trading Advisor,  the brokerage fees to DWR
pursuant to the DWR Customer Agreement,  and all extraordinary expenses incurred
by it. DWR shall pay all of the organizational, initial and continuing offering,
and ordinary administrative expenses of the Customer (including, but not limited
to, legal,  accounting,  and auditing fees,  printing costs, filing fees, escrow
fees, marketing costs and expenses, and other related expenses), and all charges
of CFI (as  described  in  paragraph  6  below),  and  shall  not be  reimbursed
therefor.

     5.  AGREEMENT  NONEXCLUSIVE.  CFI 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 CFI 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 CFI. The parties acknowledge that the Customer may execute and
clear  trades for  futures  interests  through  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 CFI
hereunder.

     6.  COMPENSATION OF CFI. In compensation of CFI's services pursuant to this
Agreement,  DWR shall pay to CFI such fees and costs as DWR and CFI shall  agree
from time to time,  and the  Customer  shall pay CFI all floor  brokerage  fees,
exchange fees,  clearinghouse  fees, NFA fees,  "give-up" fees, any taxes (other
than  income  taxes),  any third party  clearing  costs  incurred by CFI,  costs
associated  with taking  delivery of futures  interests,  fees for  execution of
forward contract transactions (in the aggregate, "Transaction Costs"). DWR shall
reimburse the Customer at each month-end for all  Transaction  Costs incurred by
the  Customer.  The Customer  shall have no  obligation to reimburse DWR for any
payments made by DWR to CFI.

     7.  INVESTMENT  DISCRETION.  The parties  recognize  that CFI shall have no
authority  to  direct  the  futures  interests  investments  to be made  for the
Customer's  account,  but shall  execute  only such  orders  for the  Customer's
account as DWR,  Demeter or the  Trading  Advisor  may direct from time to time.
However, the parties agree that CFI, 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 8 hereof.

     8. INTEREST ON CUSTOMER  FUNDS.  The Customer's  assets  deposited with CFI
will be segregated or secured in accordance with the Commodity  Exchange Act and
CFTC  regulations.  All of such  funds  will be  available  for  margin  for the
Customer's trading and may be used solely as margin for the Customer's trading.

     CFI shall pay interest to DWR monthly based upon a daily calculation of the
U.S. Dollar balance equity (i.e.,  cash and open trade equity) in the Customer's
account as  principal  and the then  prevailing  13-week  Treasury  bill  weekly
auction  discount  rate,  less 10 basis  points,  divided by 360 as the interest
rate.  CFI shall pay to or earn interest  from DWR, as the case may be,  monthly
based upon a daily  calculation  of the  positive  or negative  non-U.S.  Dollar
balance (in each currency) in the account and any U.S. Dollar balance on deposit
at a  foreign  clearinghouse  at the  actual  interest  rate at which  earned or
borrowed by CFI less actual haircuts applied by a third-party other than CFI. If
CFI lends foreign  currency to the account,  CFI shall be entitled to charge the
account the prevailing  borrowing rate for such currency,  plus 10 basis points,
in accordance with the schedule of such rates provided by CFI.

     The Customer  understands  that it will not receive any interest  income on
its assets  held by CFI other than that  required  to be paid by DWR to Customer
pursuant to Section 7 of the DWR Customer Agreement.

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

     10. DELIVERY; OPTION EXERCISE.

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

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

     11. STANDARD OF LIABILITY AND INDEMNITY.  Subject to Section 2 hereof,  CFI
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 CFI determines, in
good  faith,  to be in the best  interests  of the  Customer,  unless  such act,
omission,  conduct, or activity by CFI or its affiliates  constituted misconduct
or negligence.

     The  Customer  shall  indemnify,  defend  and  hold  harmless  CFI  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 CFI 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) CFI 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  CFI 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  CFI  or any  affiliate  thereof  is a  party
defendant,  any such person shall be indemnified  only to the extent and subject
to the conditions specified in this Section 11. The Customer shall make advances
to CFI 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.

     CFI  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  CFI  has  approved  such  settlement)  incurred  as a  result  of  the
activities of CFI 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 11 by the Customer to CFI 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 CFI contained in this  Agreement to
the extent caused by such breach.  Likewise,  the  indemnities  provided in this
Section 11 by CFI 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 11, the term "affiliate" of CFI 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  CFI;  (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 CFI;  (iii)  any  natural  person,  partnership,  corporation,
association,   or  other  legal  entity  directly  or  indirectly   controlling,
controlled  by, or under  common  control  with,  CFI;  or (iv) any  officer  or
director of CFI.  Notwithstanding  the foregoing,  "affiliates"  for purposes of
this Section 11 shall include only those persons  acting on behalf of CFI within
the scope of the authority of CFI, as set forth in this Agreement.

     12. TERM. This Agreement  shall continue in effect until  terminated by any
party giving not less than 60 days' prior written  notice of  termination to the
other parties. The Customer shall have the right to terminate this Agreement

          (i) at any time, effective upon thirty (30) days' prior written notice
to CFI, in the event that:

               (A) CFI announces plans to discontinue the provision of execution
          and clearing  services with respect to futures  contracts,  options on
          futures  contracts  or acting  as a dealer  counterparty  for  foreign
          exchange cash and forward contracts; or

               (B) CFI merges or  consolidates  with or into or  acquires  or is
          acquired by, another entity or entities  acting in concert  (excluding
          any  intergroup  reorganizations  with  any  affiliates  of CFI or any
          capital  contributions  by, or sale of CFI stock to any  affiliates of
          CFI,  provided  that the  guarantee  agreement  between DWR and Credit
          Agricole Indosuez S.A. dated as of July 31, 1997 remains in place or a
          comparable  guaranty  is  substituted  by a bank  with a net worth and
          credit rating equal to Credit Agricole Indosuez S.A.) in a transaction
          involving  the purchase or sale of stock or  substantially  all of the
          assets of the acquired entity or which involves a capital contribution
          to or by such  entity or  entities  (in an amount  representing  fifty
          percent  (50%) or more of the book value of CFI's or such entity's (or
          their respective  affiliate's) net worth),  or the purchase or sale of
          stock  representing  fifty  percent  (50%)  or more of  CFI's  or such
          entity's  (or  their  respective   affiliate's)   outstanding   equity
          securities; and

          (ii) at any time effective  immediately  upon written notice to CFI in
the event:

               (A) CFI ceases to be registered or conduct  business as a futures
          commission   merchant  or  discontinues  its  membership  or  clearing
          membership on any major futures interest exchange in the United States
          (or any affiliated clearing corporation) or in the NFA; or

               (B) a  receiver,  liquidator  or trustee of CFI is  appointed  by
          court order and such order remains in effect for more than thirty (30)
          days; or CFI is  adjudicated  bankrupt or  insolvent;  or any of CFI's
          property  is  sequestered  by court  order and such  order  remains in
          effect for more than thirty (30) days;  or a petition is filed against
          CFI under any  bankruptcy,  reorganization,  arrangement,  insolvency,
          readjustment   or  debt,   dissolution  or  liquidation   law  of  any
          jurisdiction, whether now or hereafter in effect, and is not dismissed
          within thirty (30) days after such filing;  or CFI files a petition in
          voluntary  bankruptcy  or seeking  relief  under any  provision of any
          bankruptcy,  reorganization,  arrangement, insolvency, readjustment of
          debt, dissolution or liquidation law of any jurisdiction,  whether now
          or  hereafter  in effect,  or consents  to the filing of any  petition
          against it under any such law; or

               (C) CFI, DWR or the Customer is ordered or otherwise  directed to
          terminate  this  Agreement  by  any   governmental,   regulatory,   or
          self-regulatory authority.

Any such termination by any party shall be without penalty.

     13. COMPLETE  AGREEMENT.  This Agreement  constitutes the entire  agreement
among the parties with respect to the matters  referred to herein,  and no other
agreement,  verbal or otherwise, shall be binding as among 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 without the
express written consent of the other parties.

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

     16.  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 CHARTER MILLBURN L.P.
          c/o Demeter Management Corporation
          Two World Trade Center, 62nd Floor
          New York, New York 10048
          Attn: Robert E. Murray

     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

     if to CFI:

          CARR FUTURES INC
          10 South Wacker Drive, Suite 1125
          Chicago, Illinois 60606
          Attn:  Legal/Compliance Department

     17.   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.

     18.  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.

     19.  INCORPORATION  BY REFERENCE.  The Futures  Account  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.

     20.  GOVERNING  LAW;  VENUE.  This  Agreement  shall be  governed  by,  and
construed in accordance  with, the law of the State of New York (without  regard
to its choice of law  principles).  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.

<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.


                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       MILLBURN L.P.

                                       By:  Demeter Management Corporation,
                                              General Partner


                                       By:  /s/ MARK J. HAWLEY
                                            -------------------------------
                                            Mark J. Hawley
                                            President



                                       DEAN WITTER REYNOLDS INC.


                                       By:  /s/ MARK J. HAWLEY
                                            -------------------------------
                                            Mark J. Hawley
                                            Executive Vice President



                                       CARR FUTURES INC.


                                       By:  /s/ LAWRENCE P. ANDERSON
                                            -------------------------------
                                            Name: Lawrence P. Anderson
                                            Title: Executive Vice President
<PAGE>


                                CARR FUTURES INC.
                            FUTURES ACCOUNT AGREEMENT

In consideration of the acceptance by Carr Futures Inc.  ("Carr") of one or more
accounts  of the  undersigned  ("Customer")  (if more than one account is at any
time opened or reopened  with Carr,  all are covered by this  Agreement  and are
referred  to  individually  and  collectively  as  the  "Account"),  and  Carr's
agreement  to act as broker,  directly  or  indirectly,  or as  dealer,  for the
execution,  clearance  and/or carrying of transactions for the purchase and sale
of commodity  interests,  including  commodities,  forward contracts,  commodity
futures  contracts,  options on  commodity  futures  contracts  and  transaction
involving  the  exchange  of futures  for cash  commodities  or the  exchange of
futures in  connection  with cash  commodity  transactions,  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
      Carr's  protection  and  Carr's  failure  to  comply  therewith  shall not
      constitute  a  breach  of  this  Agreement  or  relieve  Customer  of  any
      obligation  or  responsibility  under  this  Agreement.  Carr shall not be
      liable to  Customer  as a result  of any  action  by Carr,  its  officers,
      directors, employees or agents to comply with any rule or regulation.

2.    PAYMENTS TO CARR

Customer agrees to pay to Carr immediately on request (a)  commissions,  give-up
      charges,  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 Carr  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 attorneys' fees incurred
      in collecting any such debit balance or liability.  Customer  acknowledges
      that Carr 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 Carr,
      maintain adequate margin (also known as "performance bond") in the Account
      so  as  to  continually  to  meet  the  original  and  maintenance  margin
      requirements  established  by Carr  for  Customer.  Carr may  change  such
      requirements  from  time  to  time  at  Carr's  discretion.   Such  margin
      requirements  may exceed the margin  requirements  set by any  exchange or
      other regulatory authority and may vary from Carr's requirements for other
      customers.  Customer  agrees,  when so  requested,  orally  or by  written
      notice,  immediately  (in no less  than  one  hour) to wire  transfer  (by
      federal  bank wire system to the  account of Carr)  margin  funds,  and to
      furnish Carr with names of bank  officers for  immediate  verification  of
      such transfers. Customer acknowledges and agrees that Carr may receive and
      retain  as its own  any  interest,  increment,  profit,  gain or  benefit,
      directly or indirectly,  accruing from any of the funds Carr receives from
      Customer.

4.    DELIVERY; OPTION EXERCISE

Liquidating  instructions on open positions maturing in a current delivery month
      must be given to Carr at  least  five  business  days  prior to the  first
      notice day in the case of long positions,  and at least five business days
      prior  to  the  last   trading  day  in  the  case  of  short   positions.
      Alternatively, sufficient funds to take delivery or the necessary delivery
      documents  must be  delivered  to Carr  within the same  period  described
      above.  If funds,  documents or instructions  are not received,  Carr may,
      without notice,  either liquidate  Customer's  position or make or receive
      delivery  on behalf of  Customer  upon such  terms and by such  methods as
      Carr, in its sole discretion, determines.

If,   at any time,  Customer  fails to deliver to Carr any  property  previously
      sold by Carr on Customer's  behalf in compliance  with commodity  interest
      contracts,  or Carr  shall  deem it  necessary  (whether  by reason of the
      requirements of any exchange,  clearing house or otherwise) to replace any
      securities,  commodity interest contracts, financial instruments, or other
      property  previously  delivered  by Carr for the Account of Customer  with
      other  property  of like or  equivalent  kind or amount,  Customer  hereby
      authorizes  Carr, in its sole  judgment,  to borrow or to buy any property
      necessary  to make  delivery  thereof,  or to  replace  any such  property
      previously  delivered,  or to deliver  the same to such other  party or to
      whom delivery is to be made. Carr may subsequently  repay any borrowing or
      purchase  thereof with  property  purchased or otherwise  acquired for the
      amount of Customer. Customer shall pay Carr for any cost, loss and damages
      from the foregoing,  including, but not limited to, consequential damages,
      penalties  and fines which Carr may incur or which Carr may  sustain  from
      its inability to borrow or buy any such property.

Customer understands  that some exchanges and clearing  houses have  established
      cut-off times for the tender of exercise instructions,  and that an option
      will  become  worthless  if  instructions  are not  delivered  before such
      expiration  time.  Customer also  understands  that certain  exchanges and
      clearing houses  automatically will exercise some  "in-the-money"  options
      unless instructed otherwise. Customer acknowledges full responsibility for
      taking  action  either to exercise or to prevent the exercise of an option
      contract,  as the case may be, and Carr is not required to take any action
      with respect to an option  contract,  including  without  limitations  any
      action to exercise an option prior to its  expiration  date, or to prevent
      the  automatic  exercise  of an option,  except  upon  Customer's  express
      instructions.   Customer  further  understands  that  Carr  may  establish
      exercise  cut-off times which may be different from the times  established
      by exchanges and clearing houses.

Customer  understands  that  (a) all  short  option  positions  are  subject  to
      assignment at any time,  including  positions  established on the same day
      that  exercises are assigned,  and (b)  exercised  assignment  notices are
      allocated  randomly from among all Carr customer's short options positions
      which are  subject to  exercise.  A more  detailed  description  of Carr's
      allocation procedures is available upon request.

5.    FOREIGN CURRENCY

If    Carr 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 Carr'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  Carr  in its  discretion  on the  basis  of then
      prevailing market rates of exchange for such foreign currency.

6.    CARR MAY LIMIT POSITIONS HELD

Customer agrees  that  Carr,  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 or exceeding  such  limits,  (b) that Carr may
      require  Customer to reduce open positions  carried with Carr and (c) that
      Carr may refuse to accept  orders to  establish  new  positions.  Carr 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 Carr 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 Carr may communicate to
            Customer,  although  based upon  information  obtained  from sources
            believed by Carr to be reliable,  may be incomplete  and not subject
            to verification;

      (b)   Carr 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  Carr's  personnel  due to diversity in
            analysis of fundamental and technical  factors and may vary from any
            standard  recommendation  made by Carr in its  research  reports  or
            otherwise; and

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

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

8.    LIMITS ON CARR DUTIES; LIABILITY

Customer agrees:

      (a)   That Carr 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 Carr receives are  consideration  solely
            for the execution, reporting and carrying of Customer's trades;

      (c)   If there is an Account Manager,  an Account Manager's  Agreement for
            the Account Manager will be provided to Carr. Customer represents it
            has  received:  (1) a disclosure  document  concerning  such Account
            Manager's  trading  advice,  including,  in the  event  the  Account
            Manager will trade options,  the options  strategies to be utilized,
            or (2) a written  statement  explaining  why Account  Manager is not
            required under applicable law to provide such a disclosure  document
            to Customer; and

      (d)   Customer acknowledges, understands and agrees that Carr is in no way
            responsible  for any loss to Customer  occasioned  by the actions of
            the Account  Manager and Carr does not by  implication  or otherwise
            endorse the operating  methods or trading  strategies or programs of
            the Account Manager.

9.    EXTRAORDINARY EVENTS

Customer agrees that Carr shall have no liability for damages, claims, losses or
      expenses caused by any errors,  omissions or delays resulting from an act,
      condition or cause beyond the reasonable control of Carr,  including,  but
      not limited to: war; insurrection;  riot; strike; act of God; fire; flood;
      extraordinary   weather   conditions;   accident;   action  of  government
      authority;  action of exchange,  clearinghouse  or clearing  organization;
      communications or power failure; equipment or software malfunction; error,
      omission or delay in the report of transactions; prices, exchange rates or
      other market or transaction  information;  or the insolvency,  bankruptcy,
      receivership,  liquidation  or other  financial  difficulty  of any  bank,
      clearing broker, exchange, market, clearinghouse or clearing organization.

10.   INDEMNIFICATION OF CARR, CONTRIBUTION AND REIMBURSEMENT

      (a)   To the extent  permitted by law,  Customer  agrees to indemnify  and
            hold  harmless  Carr  and  its  shareholders,  directors,  officers,
            employees,  agents,  affiliates and controlling  persons against any
            liability  for damages,  claims,  losses or expenses  which they may
            incur as the result of: (x) Customer's violation of federal or state
            laws or regulations,  or of rules of any exchange or self-regulatory
            organization; (y) any other breach of this Agreement by Customer; or
            (z) any breach by Carr of federal or state laws or  regulations,  or
            of  the  charter  provisions,   by-laws,   rules,  margin  or  other
            requirements,  of the  exchanges or  self-regulatory  organizations,
            provided  that such  violation  was caused by Carr's  acting in good
            faith on Customer's behalf. Such damages, claims, losses or expenses
            shall  include legal fees and  expenses,  costs of settling  claims,
            interest,   and  fines  or  penalties   imposed  by  the  exchanges,
            self-regulatory organization or governmental authority.

      (b)   Customer  agrees that if the  indemnification  provided in paragraph
            (a) above is held to be  unavailable  to Carr,  the  parties  hereto
            shall share in and  contribute  to such damages,  claims,  losses or
            expenses  in  proportion  to  their   relative   benefits  from  the
            transactions  involved and their relative degree of fault in causing
            the liability.

      (c)   Customer agrees to reimburse Carr and its  shareholders,  directors,
            officers,  employees,  agents, affiliates and controlling persons on
            demand for any costs  incurred in collecting  any sums Customer owes
            under this Agreement and any costs of successfully defending against
            claims asserted against them by Customer.

11.   NOTICES; TRANSMITTALS

Carr  shall  transmit  all  communications  to Customer at  Customer's  address,
      facsimile or telephone  number set forth below or to such other address as
      Customer may  hereafter  direct in writing.  Customer  shall  transmit all
      communications  to Carr regarding this Agreement (except routine inquiries
      concerning  the Account) to 10 South Wacker  Drive,  Suite 1100,  Chicago,
      Illinois 60606;  facsimile,  (312) 441-4201,  Attention:  Legal/Compliance
      Department.  All  payments  and  deliveries  to  Carr  shall  be  made  as
      instructed  by Carr from time to time and  shall be deemed  received  only
      when actually received by Carr.

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 Carr 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 Carr 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 Carr 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  notwithstanding,
      neither  Customer  nor Carr  shall be  bound by any  transaction  or price
      reported in error.

13.   SECURITY INTEREST

Customer hereby grants to Carr a first lien upon and a security  interest in any
      and all cash, securities, whether certificated or uncertificated, security
      entitlements,  investment property,  financial assets, foreign currencies,
      commodity interests and other property (including  securities and options)
      and the  proceeds  of all of the  foregoing  (together  the  "Collateral")
      belonging to Customer or in which Customer may have an interest, now or in
      the  future,  and held by Carr or in Carr's  control  or carried in any of
      Customer's  Accounts,  or  in  Customer's  accounts  carried  under  other
      agreements with Carr or its affiliates.  Such security interest is granted
      as security for the performance by Customer of its  obligations  hereunder
      and for the payment of all loans and other  liabilities which Customer has
      or may in the future have to Carr,  whether  under this  Agreement  or any
      other  agreement  between the parties  hereto.  Customer agrees to execute
      such further  instruments,  documents,  filings and  agreements  as may be
      requested at any time by Carr in order to perfect and  maintain  perfected
      the foregoing lien and security  interest.  Carr, 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 Carr.

In    the event that the provisions of Section 13, which relate to Collateral in
      any account carried by Carr for Customer other than an Account  instituted
      hereunder,  conflict with the agreement under which such other account was
      instituted,  such other  agreement  between Carr and  Customer  shall take
      precedence over the provisions of this Section 13.

14.   TRANSFER OF FUNDS

At    any time and from time to time and without prior notice to Customer,  Carr
      may transfer from one Account to another Account in which Customer has any
      interest, such excess funds, equities,  securities or other property as in
      Carr'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 Carr is
      effecting such transfer to enforce Carr's  security  interest  pursuant to
      Section 13.  Carr  promptly  shall  confirm  all  transfers  of funds made
      pursuant hereto to Customer in writing.

15.   CARR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS

In addition to all other rights of Carr set forth in this Agreement:

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

      (b)   Whenever Carr  reasonably  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 Carr;

      (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)   Carr 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 a Customer  or any  affiliate  of
            Customer with Carr;

Carr  shall have the right to (i)  satisfy any  obligations  due Carr out of any
      Customer's  property (also referred to as  "Collateral") in Carr's custody
      or control,  (ii)  liquidate any or all of Customer's  commodity  interest
      positions,  such  liquidation  shall  include  transactions  involving the
      exchange of futures  for cash  commodities  or the  exchange of futures in
      connection  with cash commodity  transactions,  (iii) cancel any or all of
      Customer's  outstanding  orders,  (iv)  treat  any or  all  of  Customer's
      obligations due Carr as immediately  due and payable,  (v) sell any or all
      of Customer's property in Carr's custody or control in such manner as Carr
      determines to be commercially reasonable, and/or (vi) terminate any or all
      of Carr's obligations for future performance to Customer,  all without any
      notice to or demand on  Customer  if deemed  necessary  by Carr.  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 Carr'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). In
      the event that the provisions of Section 15, which relate to Collateral in
      any account carried by Carr for Customer other than an Account  instituted
      hereunder,  conflict with the agreement under which such other account was
      instituted,  such other  agreement  between Carr and  Customer  shall take
      precedence over the provisions of this Section 15.

16.   CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS

Customer represents and warrants to and agrees with Carr 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:

            (1)   If  Customer  is  a  corporation  or   partnership,   Customer
                  represents  and warrants  that (a) it is duly  organize and in
                  good standing under the laws of the  jurisdiction  in which it
                  is  established  and in every state in which it does business;
                  (b) is empowered to enter into and perform this  Agreement and
                  to effectuate  transactions in commodity interests,  financial
                  instruments and foreign currency as contemplated  hereby;  (c)
                  that  Customer  has  determined   that  trading  in  commodity
                  interests  is  appropriate  for  Customer,  is  prudent in all
                  respects and does not and will not violate any statute,  rule,
                  regulation, judgment or decree to which Customer is subject or
                  bound;  (d) that  Customer  has had a least one  year's  prior
                  experience   in   effectuating   transactions   in   commodity
                  interests,  financial  instruments,  and  foreign  currency as
                  contemplated  hereby;  and (e) no  person  or  entity  has any
                  interest in or control of the Account to which this  Agreement
                  pertains except as disclosed by Customer to Carr in writing.

            (2)   If Customer is a trust,  Customer represents and warrants that
                  (a) it is a duly formed and  existing  trust under the laws of
                  the  state  of  its  formation  or  such  other  laws  as  are
                  applicable,  including  ERISA or similar  state  law,  and the
                  party or parties designated as trustee or trustees by Customer
                  to Carr in writing submitted  herewith  constitute the only or
                  all of  the  proper  trustees  thereof;  (b)  the  trustee  or
                  trustees  are   empowered  to  enter  into  and  perform  this
                  Agreement   and  to  effectuate   transactions   in  commodity
                  interests,  financial  instruments,  and  foreign  currency as
                  contemplated  hereby;  (c) the  trustee or  trustees  make the
                  representations  set forth in  Section 1 hereof as if the term
                  trustee(s) were substituted for the term Customer therein; and
                  (d) no person or entity has any  interest in or control of the
                  Account to which this Agreement  pertains  except as disclosed
                  by Customer to Carr in writing.

      (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,  bank,   broker-dealer,
            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 Carr;

      (c)   Any  financial   statements  or  other   information   furnished  in
            connection  therewith  are true,  correct  and  complete.  Except as
            disclosed  in writing,  (i)  Customer is not a commodity  pool or is
            exempt  from  registration  under the  rules of the  CFTC,  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 Carr to contact such banks, financial institutions
            and credit agencies as Carr 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
            other   regulatory   authority   documents   (such   as   contracts,
            confirmations, telex printouts, invoices an 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 Carr's discretion,
            of any or all telephone  conversations  with Carr (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 Carr'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 Carr with
            respect to give-ups, Carr, 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 Carr for clearance  and/or carrying
            in the Account;

      (h)   Carr,  for an 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 Carr 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 Carr'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 or
            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 Carr in writing if any of the warranties and
      representations  contained in this Section 16 become  inaccurate or in any
      way cease to be true, complete and correct.

17.   SUCCESSORS AND ASSIGNS

This  Agreement  shall  inure  to the  benefit  of  the  parties  hereto,  their
      successors  and  assigns,  and shall be binding  upon the parties  hereto,
      their successors and assigns,  provided,  however,  that this Agreement is
      not assignable by any party without the prior written consent of the other
      parties..

18.   MODIFICATION OF AGREEMENT BY CARR; NON-WAIVER PROVISION

This  Agreement  may only be  altered,  modified  or amended  by mutual  written
      consent of the parties.  The rights and remedies conferred upon Carr 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 Carr.  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 (as amended by the attached  Customer  Agreement  dated the date
      hereof into which this Agreement is incorporated by reference) constitutes
      the entire agreement between Customer and Carr 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 Carr  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 Illinois
            without regard to principles of conflicts of laws, and (ii) Customer
            will bring any legal proceeding against Carr in, and Customer hereby
            consents in any legal proceeding by Carr to the jurisdiction of, any
            state  or  federal  court  located  within  Chicago,   Illinois,  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  Carr  shall  be  deemed  a  proper  service  of  process  on the
            undersigned.  Customer agrees that venue of all proceedings shall be
            in Chicago, Illinois.

      (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 Carr 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 Carr) 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 Carr 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 transacting  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 Carr
      at 10 South Wacker Drive, Suite 1100, Chicago,  Illinois 60606, Attention:
      Legal/Compliance Department,  within 45 days after demand by Carr that the
      Customer make such election, then Carr may make such election. Carr 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 aware rendered by the arbitrators may
      be entered in any court having jurisdiction thereof.

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 OT 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 CARR 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 CARR  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 CARR.

See 17 CFR 1890.1-180.5.

Acceptance of this arbitration  agreement  requires a separate signature on page
      15.

25.   CONSENT TO TAKE THE OTHER SIDE OF ORDERS (OPTIONAL)

Without its prior  notice,  Customer  agrees that when Carr executes sell or buy
      orders on Customer's  behalf,  Carr, 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 a 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,  Carr is authorized to transfer from
      any segregated  Account  subject to the Commodity  Exchange Act carried by
      Carr  for the  Customer  to any  other  Account  carried  by Carr  for the
      Customer  such  amount  of  excess  funds  as in  Carr'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 Carr will confirm in writing each
      such  transfer  of funds  made  pursuant  to this  authorization  within a
      reasonable time after such transfer.

27.   ELECTRONIC TRANSMISSION OF STATEMENTS (OPTIONAL)

Customer  elects  and  consents  to  receive   transmission   of  statements  of
      transactions  and  statements  of  account  solely  by  electronic  means,
      including without  limitation,  by electronic mail or facsimile.  Customer
      shall not incur any costs or fees in  connection  with the receipt of such
      statements  by  electronic  transmission.   Customer  shall  receive  such
      statements  by electronic  transmission  until such time as it revokes its
      consent in writing to Carr.

28.   SUBORDINATION AGREEMENT

(Applies only to Accounts with funds held in foreign currencies)

Funds of  customers  trading on United  States  contract  markets may be held in
      accounts  denominated  in a foreign  currency  with  depositories  located
      outside or inside 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
      depositories.   For  customer   domiciled  in  the  United  States,   this
      authorization  permits the holding of funds in regulated  accounts 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 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) Carr 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  Carr'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 so held 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 Carr.


<PAGE>


OPTIONAL ELECTIONS/ACKNOWLEDGMENT

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)                                               (Date)

CONSENT TO TAKE THE OTHER SIDE OF
ORDERS (Agreement Paragraph 25)          X /s/ MARK J. HAWLEY          11-6-98
                                         ---------------------------------------
                                                                       (Date)

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

CONSENT TO RECEIVE STATEMENTS BY
ELECTRONIC TRANSMISSION                  ---------------------------------------
(Agreement Paragraph 27)                                               (Date)

ACKNOWLEDGMENT OF SUBORDINATION
AGREEMENT (Agreement Paragraph 28)
(Required for accounts holding non-U.S.  X /s/ MARK J. HAWLEY          11-6-98
currency)                                ---------------------------------------
                                                                       (Date)


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 Carr is notified  otherwise not later than the time an
      order is placed for the Account:

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
Carr'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 checks, Customer shall be deemed to elect A).)


<PAGE>


ACKNOWLEDGMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

The  undersigned  hereby  acknowledges  its separate  receipt from Carr, and its
understanding  of  each of the  following  documents  prior  to  opening  of the
Account:

o     Risk Disclosure Statement for Futures and Options
o     LME Risk Warning Notice
o     NYMEX ACCESS(SM) Risk Disclosure Statement
o     Globex(R)Customer Information and Risk Disclosure Statement
o     Project A(TM)Customer Information Statement
o     Questions & Answers on Flexible Options Trading at the CBOT
o     CME Average Pricing System Disclosure Statement
o     Special Notice to Foreign Brokers and Foreign Traders

REQUIRED SIGNATURES

CUSTOMER

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  Carr 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 CHARTER MILLBURN L.P.
--------------------------------------------------------------------------------
Customer name(s)

By:   DEMETER MANAGEMENT CORPORATION

By:   /s/ MARK J. HAWLEY                                   NOVEMBER 6, 1998
------------------------------------------------------     ---------------------
Authorized signature(s)                                    Date

MARK J. HAWLEY, PRESIDENT
--------------------------------------------------------------------------------
[If applicable, print name and title of signatory]



CARR FUTURES INC.

Accepted and Agreed:

Carr Futures Inc.

By:    /s/ LAWRENCE P. ANDERSON          By:    
       --------------------------------         --------------------------------

Title: EXECUTIVE VICE PRESIDENT          Title: 
       --------------------------------         --------------------------------

Date:  NOVEMBER 6, 1998                  Date:  
       --------------------------------         --------------------------------