MANAGEMENT AGREEMENT

          THIS  AGREEMENT, made as of the 6th day of March, 2000,
among  MORGAN  STANLEY  DEAN  WITTER SPECTRUM  CURRENCY  L.P.,  a
Delaware   limited   partnership  (the  "Partnership"),   DEMETER
MANAGEMENT  CORPORATION,  a  Delaware corporation  (the  "General
Partner"),  and  JOHN  W.  HENRY  &  COMPANY,  INC.,  a   Florida
corporation (the "Trading Advisor").

                      W I T N E S S E T H:

          WHEREAS, the Partnership has been organized pursuant to
the  Limited Partnership Agreement dated as of March 6, 2000 (the
"Limited Partnership Agreement"), to trade, buy, sell, spread, or
otherwise  acquire,  hold, or dispose  of,  among  other  things,
domestic   and  foreign  futures  contracts,  forward  contracts,
foreign exchange commitments, options on futures contracts,  spot
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.

          WHEREAS, the Partnership is a member partnership of the
Morgan  Stanley  Dean Witter Spectrum Series (the  "Fund  Group")
pursuant to which units of limited partnership interest ("Units")
of such member partnerships will be sold to investors in a common
prospectus.  Units of the Partnership are being offered  pursuant
to  a  Registration  Statement on Form S-1  (No.  333-90485)  (as
amended  from  time to time, the "Registration Statement")  filed
under  the  Securities Act of 1933, as amended  (the  "Securities
Act"), and a final Prospectus dated March 6, 2000, constituting a
part thereof (as amended and supplemented from time to time,  the
"Prospectus").

          WHEREAS,  the  Trading Advisor engages  in  trading  in
futures interests and is willing to provide certain services  and
undertake certain obligations as set forth herein.

          WHEREAS, the Partnership desires the Trading Advisor to
act  as  a  trading  advisor  for the  Partnership  and  to  make
investment  decisions with respect to futures interests  for  its
allocated  share of the Partnership's Net Assets (as  defined  in
Section 7(c) hereof) and the Trading Advisor desires so to act.

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



          <PAGE>

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

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

          (a)  The Trading Advisor agrees to cooperate with the Partnership
and   the  General  Partner  with  respect  to  the  initial  and
continuing  offering  of  Units:  (i)  to  make  all  disclosures
regarding  itself,  its  principals and affiliates,  its  trading
performance,   its  trading  programs,  systems,   methods,   and
strategies provided that nothing herein shall require the Trading
Advisor  to disclose any proprietary information concerning  such
programs, systems, methods, and strategies), any client  accounts
over which it has discretionary trading authority (other than the
names of any such clients), and otherwise, as the Partnership may
reasonably require to comply with any applicable federal or state
law  or rule or regulation, including those of the Securities and
Exchange  Commission (the "SEC"), the CFTC, the National  Futures
Association  (the "NFA"), the National Association of  Securities
Dealers,  Inc.  (the  "NASD")  or  any  other  regulatory   body,
exchange,  or  board; and (ii) otherwise to  cooperate  with  the
Partnership,  the General Partner and Dean Witter  Reynolds  Inc.
("DWR"),  the  selling agent for the Partnership,  in  connection
with  their preparation and filing of the Registration  Statement
and  Prospectus, including any pre- or post-effective  amendments
or  supplements thereto, with the SEC, CFTC, NFA, NASD, and  with
appropriate   governmental  authorities   as   part   of   making
application for registration of the Units under the securities or
Blue  Sky laws of such jurisdictions as the Partnership may  deem
appropriate  by  providing  information  regarding  the   Trading
Advisor.   As  used herein, the term "principal" shall  have  the
meaning  as  defined in Section 4.10(e) of the CFTC's Regulations
and  the term "affiliate" shall mean an individual or entity that
directly  or indirectly controls, is controlled by, or  is  under
common control with, the Trading Advisor.
(b)  The General Partner, in its sole discretion and at any time,
may (i) withdraw the SEC registration of the Units, or
(ii) discontinue the offering of Units.
(c)  If, while Units continue to be offered and sold, the Trading
Advisor becomes aware of any materially untrue or misleading
statement or omission regarding itself or any of its principals
or affiliates in the Registration Statement or Prospectus, or of
the occurrence of any event or change in circumstances which
would result in there being any materially untrue or misleading
statement or omission in the Registration Statement or Prospectus
regarding itself or any of its principals or affiliates, such
Trading Advisor shall promptly notify the General Partner and
shall cooperate with it in the preparation of any necessary
amendments or supplements to the Registration Statement or
Prospectus.  Neither the Trading Advisor nor any of its
principals, or affiliates, or any stockholders, officers,
directors, or employees shall distribute the Prospectus or
selling literature or shall engage in any selling activities
whatsoever in connection with the continuing offering of Units
except as may be specifically requested by the General Partner
and agreed to by the Trading Advisor.



          <PAGE>

          2.   Undertakings of the General Partner Relating to the Offering
               of Units.

          The  General  Partner  shall use its  best  efforts  to
consummate  the public offering of the Units (the "Offering")  as
contemplated by the Registration Statement.  Notwithstanding  the
foregoing,   the   General  Partner  may:    (a)   withdraw   the
Registration  Statement from either or both of the SEC  and  CFTC
(and, if required, so notify the NASD and NFA); (b) withdraw  the
applications filed under the securities or Blue Sky laws  of  the
various jurisdictions from any or all of such jurisdictions;  and
(c)  terminate the offering or the registration of Units with the
SEC  at any time.  The foregoing actions shall have no effect  on
the  Trading Advisor's obligation to continue providing  services
to  the  Partnership pursuant to the terms hereof.  In the  event
the  Offering terminates prior to the issuance of any Units, this
Agreement  shall terminate and the parties hereto shall  have  no
further obligations under this Agreement.

          The  General  Partner  shall use its  best  efforts  to
advise the Trading Advisor of estimated additions and redemptions
at  least three business days prior to the end of each month  and
at  the  end  of  each  month.   The  Trading  Advisor  shall  be
authorized  to rely on such estimated information in  making  its
trading decisions for the Partnership.  The General Partner shall
incur  no liability as a result of any actions taken pursuant  to
this Section 2; provided, however, that the General Partner shall
not  be relieved hereby of any liability that it may incur  under
other sections of this Agreement.

          3.   Duties of the Trading Advisor.

          (a)  The Trading Advisor hereby agrees to act as a trading
advisor  for the Partnership.  The Trading Advisor will initially
be  allocated  50% of the Partnership Net Assets and  shall  have
sole  authority  and responsibility for directing the  investment
and  reinvestment of its allocable share of the Net Assets of the
Partnership  which shall be traded pursuant to its  International
Foreign  Exchange  Program on the terms  and  conditions  and  in
accordance with the prohibitions and trading policies  set  forth
in  this Agreement or the Prospectus or as otherwise provided  in
writing  to  the  Trading Advisor; provided,  however,  that  the
General  Partner  may override the instructions  of  the  Trading
Advisor  to  the extent necessary (i) to comply with the  trading
policies  of the Partnership described in writing to the  Trading
Advisor and with applicable speculative position limits, (ii)  to
fund  any  distributions, redemptions, or reapportionments  among
other  trading  advisors to the Partnership,  (iii)  to  pay  the
Partnership's  expenses, (iv) to the extent the  General  Partner
believes  doing  so  is  necessary  for  the  protection  of  the
Partnership,  (v) to terminate the futures interests  trading  of
the  Partnership,  or (vi) to comply with any applicable  law  or
regulation.  The General Partner agrees not to override any  such
instructions for the reasons specified in clauses (ii)  or  (iii)
of  the  preceding sentence unless the Trading Advisor  fails  to
comply  with  a  request  of  the General  Partner  to  make  the
necessary  amount  of funds available to the  Partnership  within
five calendar days of such request.  Except as otherwise provided
herein,  the  Trading  Advisor  shall  not  be  liable  for   the
consequences of any decision by the General Partner  to  override
instructions of the Trading Advisor.  In performing  services  to
the  Partnership the Trading Advisor may not materially alter the
trading  program(s) used by the Trading Advisor in investing  and
reinvesting its allocable share of the Partnership's  Net  Assets
in  futures interests as described in the Prospectus without  the
prior               written              consent               of
<PAGE>the  General Partner, it being understood that  changes  in
the futures interests traded shall not be deemed an alteration in
the Trading Advisor's trading program(s).

          (b)  The Trading Advisor shall:

           (i)  Exercise good faith and due care in trading futures
     interests for the account of the Partnership in accordance with
     the  prohibitions  and trading policies of  the  Partnership
     described in the Prospectus and as otherwise provided in writing
     to  the  Trading Advisor and the trading programs,  systems,
     methods, and strategies of the Trading Advisor described in the
     Prospectus, with such changes and additions to such  trading
     programs, systems, methods or strategies as the Trading Advisor,
     from time to time, incorporates into its trading approach for
     accounts the size of the Net Assets allocated to the Trading
     Advisor.
(ii) Subject to reasonable assurances of confidentiality by the
General Partner and the Partnership, provide the General Partner,
within 30 calendar days of a request therefor by the General
Partner, with information comparing the performance of the
Partnership's account and the performance of all other client
accounts directed by the Trading Advisor using the trading
program used by the Trading Advisor for the Partnership over a
specified period of time.  In providing such information, the
Trading Advisor may take such steps as are necessary to assure
the confidentiality of the Trading Advisor's clients' identities.
The Trading Advisor shall, upon the General Partner's request,
consult with the General Partner concerning any discrepancies
between the performance of such other accounts and the
Partnership's account.  The Trading Advisor shall promptly inform
the General Partner of any material discrepancies of which the
Trading Advisor is aware.  The General Partner acknowledges that
different trading programs, systems, methods, and strategies may
be utilized for different accounts, accounts with different
trading policies, accounts experiencing differing inflows or
outflows of equity, accounts which commence trading at different
times, accounts which have different portfolios or different
fiscal years, accounts with different expense and interest
arrangements, and that the Trading Advisor offers different
trading programs and that such differences may cause divergent
trading results.
(iii)     Upon request of the General Partner and subject to
reasonable assurances of confidentiality by the General Partner
and the Partnership, provide the General Partner with all
material information concerning the Trading Advisor other than
proprietary information (including, without limitation,
information relating to changes in control, principals, trading
approach or any materially adverse change in the Trading
Advisor's financial condition).  The General Partner acknowledges
that all trading instructions made by the Trading Advisor and any
other details or other information regarding the trading systems,
strategies, methods or programs of the Trading Advisor will be
held in confidence by the General Partner and the Partnership,
except to the extent necessary, in
the reasonable judgment of the General Partner, to conduct the
business of the Partnership or as required by law.



           <PAGE>

           (iv) Inform the General Partner when the Trading Advisor's open
     positions maintained by the Trading Advisor exceed the Trading
     Advisor's applicable speculative position limits.
(v)  Not trade spot and forward contracts on physical and cash
commodities, other than in connection with exchange for physical
transactions, without the prior written consent of the General
Partner, which consent the General Partner may withhold in its
sole discretion.

          (c)  All purchases and sales of futures interests pursuant to
this Agreement shall be for the account, and at the risk, of  the
Partnership  and  not for the account, or at  the  risk,  of  the
Trading  Advisor or any of its stockholders, directors, officers,
or  employees,  or  any other person, if any,  who  controls  the
Trading  Advisor within the meaning of the Securities  Act.   All
brokerage fees arising from trading by the Trading Advisor  shall
be for the account of the Partnership.  The Trading Advisor makes
no representations as to whether its trading will produce profits
or avoid losses.
(d)  Notwithstanding anything in this Agreement to the contrary,
the Trading Advisor shall assume financial responsibility for any
errors committed or caused by it in transmitting orders for the
purchase or sale of futures interests for the Partnership's
account, including payment of the floor brokerage commissions,
exchange and NFA fees, and other transaction charges and give-up
charges incurred on such trades but only for the amount of DWR's
out-of-pocket costs in respect thereof.  The Trading Advisor's
errors shall include, but not be limited to, inputting improper
trading signals or communicating incorrect orders for execution.
The Trading Advisor shall not be responsible for errors committed
or caused by DWR, any clearing commodity broker designated by DWR
to clear futures interests trades for the Partnership (the
"Clearing Commodity Broker"), or any other floor broker or
futures commission merchant executing trades.  Initially, Carr
Futures Inc. shall serve as the Non-Clearing Commodity Broker.
The Trading Advisor shall have an affirmative obligation promptly
to notify the General Partner of its own errors, and the Trading
Advisor shall use its best efforts to identify and promptly
notify the General Partner of any order or trade which the
Trading Advisor reasonably believes was not executed in
accordance with its instructions.















          <PAGE>

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

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

          (a)  If the General Partner at any time deems it to be in the
best  interests  of  the  Partnership, the  General  Partner  may
designate  an  additional trading advisor  or  advisors  for  the
Partnership   and  may  apportion  to  such  additional   trading
advisor(s)  the management of such amounts of Net Assets  as  the
General Partner shall determine in its absolute discretion.   The
designation of an additional trading advisor or advisors and  the
apportionment  of Net Assets to such trading advisor(s)  pursuant
to  this  Section  4 shall neither terminate this  Agreement  nor
modify in any regard the respective rights and obligations of the
Partnership,   the  General  Partner  and  the  Trading   Advisor
hereunder.  In the event that Net Assets are reallocated from the
Trading  Advisor,  the Trading Advisor shall  thereafter  receive
management  and  incentive  fees  based,  respectively,  on  that
portion of the Net Assets managed by the Trading Advisor and  the
Trading  Profits (as defined in Section 7(d) hereof) attributable
to the trading by the Trading Advisor.
(b)  The General Partner may at any time and from time to time
upon three business days' prior notice reallocate Net Assets
allocated to the Trading Advisor to any other trading advisor or
advisors of the Partnership or allocate additional Net Assets
upon three business days' prior notice to the Trading Advisor
from such other trading advisor or advisors; provided that any
such addition to or withdrawal from Net Assets allocated to the
Trading Advisor of the Net Assets will only take place on the
last day of a month unless the General Partner determines that
the best interests of the Partnership require otherwise.  The
Trading Advisor shall have the right to refuse any additional
allocations to be made pursuant to this Section 4(b).
(c)  The General Partner shall not, without the consent of the
Trading Advisor, allocate to the Trading Advisor "notional"
assets of the Partnership.
(d)  If the Net Assets of the Partnership allocated to the
Trading Advisor equal or exceed $30,000,000 as of any month-end
allocation date, the Trading Advisor shall have the right to
reject additional monthly allocations to the extent they exceed
10 percent of the Net Assets of the Partnership allocated to the
Trading Advisor.

          5.   Trading Advisor Independent.

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

          6.   Commodity Broker.

          The  Trading  Advisor shall effect all transactions  in
futures interests for the Partnership through, and shall maintain
a  separate account with, such commodity broker or brokers as the
General  Partner  shall  direct.  The Trading  Advisor  shall  be
authorized to rely on the General Partner's and the Partnership's
assessments of the risks of trading on non-U.S. exchanges and the
creditworthiness   of   such  exchanges  and   their   associated
clearinghouses, if any.  At the present time, DWR  shall  act  as
the  non-clearing  commodity broker for the Partnership  and  all
trades  will  be  cleared  separately by the  Clearing  Commodity
Broker.   The  General Partner shall provide the Trading  Advisor
with  copies  of  brokerage  statements.   Notwithstanding  DWR's
designation  of a Clearing Commodity Broker, the Trading  Advisor
may  execute  trades  through  floor  brokers  other  than  those
employed by the Clearing Commodity Broker so long as arrangements
are  made  for  such floor brokers to "give-up" or  transfer  the
positions to the Clearing Commodity Broker and provided that  the
rates charged by such floor brokers have been approved in writing
by  DWR.  The Trading Advisor will not be responsible for  paying
give-up fees at rates approved by DWR.

          7.   Fees.

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

           (i)   A monthly management fee, without regard to  the
     profitability  of  the  Trading Advisor's  trading  for  the
     Partnership's account, equal to 1/12 of 4% (a 4% annual rate) of
     the Net Assets of the Partnership (as defined in Section 7(c))
     allocated to the Trading Advisor calculated as of the opening of
     business on the first day of each calendar month, commencing with
     the month in which the Partnership begins to receive trading
     advice from the Trading Advisor pursuant to this Agreement.
(ii) A monthly incentive fee equal to 15% of the "Trading
Profits" (as defined in Section 7(d)) experienced by the
Partnership as of the end of each calendar month, payable on a
non-netted basis vis-a-vis other trading advisors(s) of the
Partnership.  The initial incentive period will commence on the
date of the Partnership's initial closing (the "Initial Closing")
and shall end on the last day of the first month ending after
such Initial Closing occurs.

          (b)  If this Agreement is terminated on a date other than the
last  day of a month, the incentive fee described above shall  be
determined  as  if such date were the end of a  month.   If  this
Agreement is terminated on a date other than the end of a  month,
the  management <PAGE>fee described above shall be prorated based
on  the  ratio of the number of trading days in the month through
the  date of termination to the total number of trading  days  in
the  month.  If, during any month after the Partnership commences
trading  operations (including the month in which the Partnership
commences  such  operations), the Partnership  does  not  conduct
business operations, or suspends trading for the account  of  the
Partnership managed by the Trading Advisor, or, as a result of an
act  or  material  failure  to act by  the  Trading  Advisor,  is
otherwise  unable to utilize the trading advice  of  the  Trading
Advisor on any of the trading days of that period for any reason,
the management fee described above shall be prorated based on the
ratio  of  the  number  of trading days in the  month  which  the
Partnership  account managed by the Trading  Advisor  engaged  in
trading  operations or utilized the trading advice of the Trading
Advisor to the total number of trading days in the month.
(c)  As used herein, the term "Net Assets" shall mean the total
assets of the Partnership (including, but not limited to, all
cash and cash equivalents (valued at cost), accrued interest and
amortization of original issue discount, and the market value of
all open futures interests positions and other assets of the
Partnership) less the total liabilities of the Partnership
(including, but not limited to, all brokerage, management and
incentive fees, and extraordinary expenses) determined in
accordance with generally accepted accounting principles
consistently applied under the accrual basis of accounting.
Unless generally accepted accounting principles require
otherwise, the market value of a futures interest traded on a
U.S. exchange shall mean the settlement price on the exchange on
which the particular futures interest was traded by the
Partnership on the day with respect to which Net Assets are being
determined, provided, however, that if a futures interest could
not have been liquidated on such day due to the operation of
daily limits or other rules of the exchange upon which that
future interest shall be traded or otherwise, the settlement
price on the first subsequent day on which the futures interest
could be liquidated shall be the market value of such futures
interest for such day.  The market value of a forward contract or
a futures interest traded on a foreign exchange or market shall
mean its market value as determined by the General Partner on a
basis consistently applied for each different variety of forward
contract or futures interest.
(d)  As used herein, the term "Trading Profits" shall mean net
futures interests trading profits (realized and unrealized)
earned on the Partnership's Net Assets allocated to the Trading
Advisor, decreased by the Trading Advisor's monthly management
fees and a pro rata portion of the monthly brokerage fee relating
to the Trading Advisor's allocated Net Assets; with such trading
profits and items of decrease determined from the end of the last
calendar month in which an incentive fee was earned by the
Trading Advisor or, if no incentive fee has been earned
previously by the Trading Advisor, from the date that the
Partnership commenced trading to the end of the calendar month as
of which such incentive fee calculation is being made.
Extraordinary expenses of the partnership, if any, are not
deducted in determining Trading Profits.  No incentive fee will
be paid on interest income earned by the Partnership.
(e)  If any payment of incentive fees is made to the Trading
Advisor on account of Trading Profits earned by the Partnership
on Net Assets allocated to the Trading Advisor and the
Partnership thereafter fails to earn Trading Profits or
experiences losses for any subsequent incentive period with
respect to such amounts so allocated, the Trading Advisor shall
be entitled to retain such amounts of incentive fees previously
paid to the Trading Advisor in respect of such Trading Profits.
However, no subsequent incentive fees shall be payable to the
<PAGE>Trading Advisor until the Partnership has again earned
Trading Profits on the Trading Advisor's allocated Net Assets;
provided, however, that if the Trading Advisor's allocated Net
Assets are reduced or increased because of redemptions, additions
or reallocations which occur at the end of, or subsequent to, an
incentive period in which the Partnership experiences a futures
interests trading loss with respect to Net Assets allocated to
the Trading Advisor, the trading loss for that incentive period
which must be recovered before the Trading Advisor's allocated
Net Assets will be deemed to experience Trading Profits will be
equal to the amount determined by (x) dividing the Trading
Advisor's allocated Net Assets after such increase or decrease by
the Trading Advisor's allocated Net Assets immediately before
such increase or decrease and (y) multiplying that fraction by
the amount of the unrecovered futures interests trading loss
experienced in that month prior to such increase or decrease.  In
the event that the Partnership experiences a futures interests
trading loss in more than one month with respect to the Trading
Advisor's allocated Net Assets without the payment of an
intervening incentive fee and Net Assets are increased or reduced
in more than one such month because of redemptions, additions or
reallocations, then the trading loss for each such month shall be
adjusted in accordance with the formula described above and such
increased or reduced amount of futures interests trading loss
shall be carried forward and used to offset subsequent futures
interest trading profits.  The portion of redemptions to be
allocated to the Net Assets of the Partnership managed by each of
the trading advisors to the Partnership shall be in the sole
discretion of the General Partner.
(f)  If the Trading Advisor's allocated Net Assets are reduced
because of a reallocation pursuant to Section 4 hereof on a date
other than the last day of the month, the Trading Advisor shall
be paid an incentive fee with respect to any Trading Profits
earned as of such date with respect to the Net Assets to be
reallocated.
(g)  The Partnership will remit the management and incentive fees
to the Trading Advisor as soon as practicable, but in no event
later than 30 calendar days, in the case of the management fee,
or 45 calendar days in the case of any incentive fee, of the
month-end as of which they are due, together with an itemized
statement showing the calculations.

          8.   Term.

          This   Agreement   shall  continue  in   effect   until
December  31,  2002 (the "Initial Termination  Date").   If  this
Agreement is not terminated on the Initial Termination  Date,  as
provided  for  herein, then, this Agreement  shall  automatically
renew  for  an additional one-year period and shall  continue  to
renew  for  additional one-year periods until this  Agreement  is
otherwise  terminated,  as provided  for  herein.   At  least  30
calendar  days prior to the expiration of the Initial Termination
Date  or any subsequent one-year period, as the case may be,  the
Trading  Advisor may terminate this Agreement at the end  of  the
current  period  by providing written notice to  the  Partnership
indicating  that  the Trading Advisor desires to  terminate  this
Agreement  at the end of such period.  This Agreement shall  also
terminate  if the Partnership terminates.  The Partnership  shall
have  the  right  to terminate this Agreement at  its  discretion
(a)  at  any month-end upon 5 calendar days' prior written notice
to  the Trading Advisor or (b) at any time upon written notice to
the  Trading Advisor upon the occurrence of any of the  following
events:   (i)  if  John W. Henry ceases for any reason  to  be  a
principal  of  the Trading Advisor; (ii) if the  Trading  Advisor
becomes  bankrupt or insolvent; (iii) if the Trading  Advisor  is
unable to use its trading systems or methods as in effect on  the
date  hereof  and as refined and modified in the future  for  the
benefit <PAGE>of the Partnership; (iv) if the registration, as  a
commodity trading advisor, of the Trading Advisor with  the  CFTC
or  its  membership in the NFA is revoked, suspended, terminated,
or   not  renewed,  or  limited  or  qualified  in  any  respect;
(v)  except  as  provided in Section 12 hereof,  if  the  Trading
Advisor  merges  or  consolidates with,  or  sells  or  otherwise
transfers its advisory business, or all or a substantial  portion
of  its  assets,  any  portion of its futures  interests  trading
systems or methods, or its goodwill to, any individual or  entity
not controlled, directly or indirectly, by John W. Henry; (vi) if
the  Trading  Advisor's  initially allocated  Net  Assets,  after
adjusting   for   distributions,   additions,   redemptions,   or
reallocations, if any, shall decline by 50% or more as  a  result
of  trading  losses; (vii) if, at any time, the  Trading  Advisor
violates  any  trading  or  administrative  policy  described  in
writing  to  the  Trading Advisor by the General Partner,  except
with the prior express written consent of the General Partner; or
(viii)  if  the  Trading Advisor fails in a  material  manner  to
perform any of its obligations under this Agreement.  The Trading
Advisor  may  terminate this Agreement at any time, upon  written
notice  to  the Partnership, in the event:  (i) that the  General
Partner  imposes additional trading limitation(s) (not in  effect
on  the  date hereof) in the form of one or more trading policies
or  administrative policies which the Trading  Advisor  does  not
agree  to follow in its management of its allocable share of  the
Partnership's Net Assets; (ii) the General Partner objects to the
Trading  Advisor implementing a proposed material change  in  the
Trading Advisor's trading program(s) used by the Partnership  and
Trading Advisor certifies to the General Partner in writing  that
it  believes  such  change  is  in  the  best  interests  of  the
Partnership;  (iii)  the  General  Partner  overrides  a  trading
instruction  of  the Trading Advisor for reasons unrelated  to  a
determination by the General Partner that the Trading Advisor has
violated  the  Partnership's trading  policies  and  the  Trading
Advisor  certifies to the General Partner in writing  that  as  a
result,  the Trading Advisor believes the performance results  of
the  Trading  Advisor relating to Partnership will be  materially
adversely affected; (iv) the Partnership materially breaches this
Agreement  and  does not correct the breach  within  10  days  of
receipt  of  a  written notice of such breach  from  the  Trading
Advisor;  or  (v)  the  Trading Advisor has amended  its  trading
program to include a foreign futures or option contract which may
lawfully be traded by the Partnership under CFTC regulations  and
counsel, mutually acceptable to the parties, has not opined  that
such  inclusion would cause adverse tax consequences  to  Limited
Partners and the General Partner does not consent to the  Trading
Advisor's  trading  such contract for the  Partnership  within  5
business days of a written request by the Trading Advisor  to  do
so, and, if such consent is given, does not make arrangements  to
facilitate  such trading within 90 calendar days of such  notice;
or  (vi)  the assets allocated to the Trading Advisor fall  below
$2,000,000 at any time.

          The  indemnities set forth in Section  9  hereof  shall
survive any termination of this Agreement.

          9.   Standard of Liability; Indemnifications.

          (a)  Limitation of Trading Advisor Liability.  In respect of the
Trading  Advisor's role in the futures interests trading  of  the
Partnership's  assets,  none  of  the  Trading  Advisor,  or  its
controlling   persons,  its  affiliates,  and  their   respective
directors,   officers,  shareholders,  employees  or  controlling
persons shall be liable to the Partnership or the General Partner
or   their   partners,  officers,  shareholders,   directors   or
controlling  persons  except that the Trading  Advisor  shall  be
liable  for  acts or omissions of any such person  provided  that
such act or omission constitutes a breach of this Agreement or  a
representation, warranty or covenant herein, <PAGE>misconduct  or
negligence  or is the result of any such person not having  acted
in  good faith and in the reasonable belief that such actions  or
omissions were in, or not opposed to, the best interests  of  the
Partnership.
(b)  Trading Advisor Indemnity in Respect of Management
Activities.  The Trading Advisor shall indemnify, defend and hold
harmless the Partnership and the General Partner, their
controlling persons, their affiliates and their respective
directors, officers, shareholders, employees, and controlling
persons from and against any and all losses, claims, damages,
liabilities (joint and several), costs, and expenses (including
any reasonable investigatory, legal, and other expenses incurred
in connection with, and any amounts paid in, any settlement;
provided that the Trading Advisor shall have approved such
settlement) incurred as a result of any action or omission
involving the business or activities undertaken by the Trading
Advisor pursuant to this Agreement; provided that such liability
arises from an act or omission of the Trading Advisor, or any of
its controlling persons or affiliates or their respective
directors, officers, partners, shareholders, or employees which
is found by a court of competent jurisdiction upon entry of a
final judgment (or, if no final judgment is entered, by an
opinion rendered by counsel who is approved by the Partnership
and the Trading Advisor, such approval not to be unreasonably
withheld) to be a breach of this Agreement or a representation,
warranty or covenant herein, the result of bad faith, misconduct
or negligence, or conduct not done in good faith in the
reasonable belief that it was in, or not opposed to, the best
interests of the Partnership.  The termination of any demand,
claim, lawsuit, action or proceeding by settlement shall not, in
itself, create a presumption that the conduct in question was not
undertaken in good faith in a manner reasonably believed to be
in, or not opposed to, the best interest of the Partnership.
(c)  Partnership and General Partner Indemnity in Respect of
Management Activities.  The Partnership and the General Partner
shall, jointly and severally, indemnify, defend, and hold
harmless the Trading Advisor, its controlling persons, their
affiliates and their respective directors, officers,
shareholders, employees, and controlling persons, from and
against any and all losses, claims, damages, liabilities (joint
and several), costs, and expenses (including any reasonable
investigatory, legal, and other expenses incurred in connection
with, and any amounts paid in, any settlement; provided that the
Partnership shall have approved such settlement) resulting from a
demand, claim, lawsuit, action, or proceeding (other than those
incurred as a result of claims brought by or in the right of an
indemnified party) relating to the business or activities
undertaken by the Trading Advisor pursuant to this Agreement or a
breach of this Agreement or a breach of a representation,
warranty or covenant of the General Partner or Partnership;
provided that a court of competent jurisdiction upon entry of a
final judgment finds (or, if no final judgment is entered, an
opinion is rendered to the Partnership by independent counsel
reasonably acceptable to both parties) to the effect that the
action or inaction of such indemnified party that was the subject
of the demand, claim, lawsuit, action, or proceeding did not
constitute negligence, misconduct, or a breach of this Agreement
or a representation, warranty or covenant of the Trading Advisor
herein and was done in good faith and in a manner such
indemnified party reasonably believed to be in, or not opposed
to, the best interests of the Partnership.  The termination of
any demand, claim, lawsuit, action or proceeding by settlement
shall not, in itself, create a presumption that the conduct in
question was not undertaken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interest of the
Partnership.

          <PAGE>

          (d)  Trading Advisor Indemnity in Respect of Sale of Units.  The
Trading  Advisor shall indemnify, defend and hold  harmless  DWR,
the  Clearing  Commodity  Broker, the  Partnership,  the  General
Partner, any additional seller of Units, and their affiliates and
each of their officers, directors, principals, shareholders,  and
controlling  persons  from and against any loss,  claim,  damage,
liability,  cost, and expense, joint and several,  to  which  any
indemnified  person may become subject under the Securities  Act,
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),   the  Commodity  Exchange  Act,  as  amended  and   rules
promulgated thereunder (the "CEAct") the securities or  Blue  Sky
law  of  any jurisdiction, or otherwise (including any reasonable
investigatory, legal, and other expenses incurred  in  connection
with, and any amounts paid in, any settlement, provided that  the
Trading  Advisor  shall  have approved such  settlement,  and  in
connection  with any administrative proceedings), in  respect  of
the  offer or sale of Units, insofar as such loss, claim, damage,
liability, cost, or expense (or action in respect thereof) arises
out of, or is based upon:  (i) a breach by the Trading Advisor of
any  representation, warranty, or agreement in this Agreement  or
any  certificate  delivered pursuant to  this  Agreement  or  the
failure  by the Trading Advisor to perform any covenant  made  by
the  Trading  Advisor herein; (ii) the factual  accuracy  of  the
information  relating  to  the Trading  Advisor  in  any  selling
material that has been approved in writing by the Trading Advisor
herein;  (iii)  a  misleading  or  untrue  statement  or  alleged
misleading  or untrue statement of a material fact  made  in  the
Registration  Statement, or the Prospectus,  or  an  omission  or
alleged  omission  to  state a material  fact  therein  which  is
required to be stated therein or necessary to make the statements
therein  (in  the  case  of  the  Prospectus,  in  light  of  the
circumstances  under  which they were made) not  misleading,  and
such  statement or omission relates specifically to  the  Trading
Advisor,  or  its Trading Advisor Principals (as  defined  below)
(including the historical performance capsules but excluding  the
pro  forma performance information, except to the extent the  pro
forma  performance information was based on information furnished
by  the Trading Advisor for the General Partner's preparation  of
such  pro forma capsules), or was made in reliance upon,  and  in
conformity with, written information or instructions furnished by
the Trading Advisor.
(e)  Partnership and General Partner Indemnity in Respect of Sale
of Units.  The Partnership and the General Partner agree, jointly
and severally, to indemnify, defend and hold harmless the Trading
Advisor and each of its officers, directors, principals,
shareholders, and controlling persons from and against any loss,
claim, damage, liability, cost, and expense, joint and several,
to which any indemnified person may become subject under the
Securities Act, the Exchange Act, the CEAct, the securities or
Blue Sky law of any jurisdiction, or otherwise (including any
reasonable investigatory, legal, and other expenses incurred in
connection with, and any amounts paid in, any settlement,
provided that the Partnership and the General Partner shall have
approved such settlement, and in connection with any
administrative proceedings), in respect of the offer or sale of
Units, unless such loss, claim, damage, liability, cost, or
expense (or action in respect thereof) arises out of, or is based
upon:  (i) a breach by the Trading Advisor of any representation,
warranty, or agreement in this Agreement or the failure by the
Trading Advisor to perform any covenant made by it herein; (ii)
the factual accuracy of the information relating to the Trading
Advisor in any related selling material approved in writing by
the Trading Advisor; or (iii) a misleading or untrue statement or
alleged misleading or untrue statement of a material fact made in
the Registration Statement or the Prospectus, or an omission or
alleged <PAGE>omission to state a material fact therein which is
required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in light of the
circumstances under which they were made) not misleading,
provided that such misleading or untrue statement or alleged
misleading or untrue statement or omission or alleged omission
relates to the Trading Advisor or its Trading Advisor Principals
(including the historical performance capsules but excluding the
pro forma performance information unless such statement or
omission was based on information furnished by the Trading
Advisor in connection with the preparation of such pro forma
information) or was made in reliance upon, and in conformity
with, information or instructions furnished by the Trading
Advisor.
(f)  Notwithstanding anything in the above to the contrary, John
W. Henry shall have no liability to the General Partner or the
Partnership under this Agreement or in connection with the
transaction contemplated by this Agreement except for fraud and
willful misconduct by John W. Henry.
(g)  The foregoing agreements of indemnity shall be in addition
to, and shall in no respect limit or restrict, any other remedies
which may be available to an indemnified person.
(h)  Promptly after receipt by an indemnified person of notice of
the commencement of any action, claim, or proceeding to which any
of the indemnities may apply, the indemnified person will notify
the indemnifying party in writing of the commencement thereof if
a claim in respect thereof is to be made against the indemnifying
party hereunder; but the omission so to notify the indemnifying
party will not relieve the indemnifying party from any liability
which the indemnifying party may have to the indemnified person
hereunder, except where such omission has materially prejudiced
the indemnifying party.  In case any action, claim, or proceeding
is brought against an indemnified person and the indemnified
person notifies the indemnifying party of the commencement
thereof as provided above, the indemnifying party will be
entitled to participate therein and, to the extent that the
indemnifying party desires, to assume the defense thereof with
counsel selected by the indemnifying party and not unreasonably
disapproved by the indemnified person.  After notice from the
indemnifying party to the indemnified person of the indemnifying
party's election so to assume the defense thereof as provided
above, the indemnifying party will not be liable to the
indemnified person under the indemnity provisions hereof for any
legal and other expenses subsequently incurred by the indemnified
person in connection with the defense thereof, other than
reasonable costs of investigation.

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

          <PAGE>In no event will the indemnifying party be liable
for  the  fees  and  expenses of more than one  counsel  for  all
indemnified persons in connection with any one action, claim,  or
proceeding or in connection with separate but similar or  related
actions, claims, or proceedings in the same jurisdiction  arising
out  of the same general allegations. The indemnifying party will
not  be  liable  for  any  settlement of any  action,  claim,  or
proceeding  effected  without  the indemnifying  party's  express
written  consent,  but if any action, claim,  or  proceeding,  is
settled with the indemnifying party's express written consent  or
if  there  is  a  final judgment for the plaintiff  in  any  such
action,  claim,  or  proceeding,  the  indemnifying  party   will
indemnify,  defend,  and hold harmless an indemnified  person  as
provided in this Section 9.

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

          (a)  The Trading Advisor is engaged in the business of advising
investors  as  to  the  purchase and sale of  futures  interests.
During  the  term  of  this Agreement, the Trading  Advisor,  its
principals  and  affiliates,  will be  advising  other  investors
(including  affiliates and the stockholders, officers, directors,
and employees of the Trading Advisor and its affiliates and their
families) and trading for their own accounts.  However, under  no
circumstances  shall the Trading Advisor by any act  or  omission
favor any account advised or managed by the Trading Advisor  over
the  account of the Partnership in any way or manner (other  than
by  charging  different management and/or incentive  fees).   The
Trading  Advisor agrees to treat the Partnership in  a  fiduciary
capacity to the extent recognized by applicable law, but, subject
to that standard, the Trading Advisor or any of its principals or
affiliates shall be free to advise and manage accounts for  other
investors  and shall be free to trade on the basis  of  the  same
trading  systems, methods, or strategies employed by the  Trading
Advisor  for the account of the Partnership, or trading  systems,
methods,  or  strategies which are entirely  independent  of,  or
materially different from, those employed for the account of  the
Partnership,  and shall be free to compete for the  same  futures
interests as the Partnership or to take positions opposite to the
Partnership,  where such actions do not knowingly or deliberately
prefer any of such accounts over the account of the Partnership.
(b)  The Trading Advisor shall not be restricted as to the number
or nature of its clients, except that:  (i) so long as the
Trading Advisor acts as a trading advisor for the Partnership,
neither the Trading Advisor nor any of its principals or
affiliates shall hold knowingly any position or control any other
account which would cause the Partnership, the Trading Advisor,
or the principals or affiliates of the Trading Advisor to be in
violation of the CEAct or any regulations promulgated thereunder,
any applicable rule or regulation of the CFTC or any other
regulatory body, exchange, or board; and (ii) neither the Trading
Advisor nor any of its principals or affiliates shall render
futures interests trading advice to any other individual or
entity or otherwise engage in activity which shall knowingly
cause positions in futures interests to be attributed to the
Trading Advisor under the rules or regulations of the CFTC or any
other regulatory body, exchange, or board so as to require the
significant modification of positions taken or intended for the
account of the Partnership; provided that the Trading Advisor may
modify its trading systems, methods or strategies to accommodate
the trading of additional funds or accounts. If applicable
speculative position limits are exceeded by the Trading Advisor
in the opinion of (i) independent counsel (who shall be other
than counsel to the Partnership), (ii) the CFTC, or (iii) any
other regulatory body, exchange, or board, the Trading Advisor
and its principals and affiliates shall promptly liquidate
positions in all of their accounts, including the
<PAGE>Partnership's account, as to which positions are attributed
to the Trading Advisor as nearly as possible in proportion to the
accounts' respective amounts available for trading (taking into
account different degrees of leverage and "notional" equity) to
the extent necessary to comply with the applicable position
limits.

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

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

           (i)  It will exercise good faith and due care in using the
     International  Foreign Exchange Program  on  behalf  of  the
     Partnership as described in the Prospectus (as modified from time
     to time) or any other trading programs agreed to by the General
     Partner.
(ii) The Trading Advisor shall follow, at all times, the trading
policies of the Partnership (as described in the Prospectus) and
as amended in writing and furnished to the Trading Advisor from
time to time.
(iii)     The Trading Advisor shall trade:  (A) the Partnership's
Net Assets pursuant to the International Foreign Exchange Program
as described in the Prospectus unless the General Partner agrees
otherwise and (B) only in futures and option contracts traded on
U.S. contract markets, foreign currency forward contracts traded
with the Clearing Commodity Broker, and such other futures
interests that are approved in writing by the General Partner.
(iv) The Trading Advisor is duly organized, validly existing and
in good standing as a corporation under the laws of the state of
its incorporation and is qualified to do business as a foreign
corporation and in good standing in each other jurisdiction in
which the nature or conduct of its business requires such
qualification and the failure to so qualify would materially
adversely affect the Trading Advisor's ability to perform its
duties under this Agreement.  The Trading Advisor has full
corporate power and authority to perform its obligations under
this Agreement, and as described in the Registration Statement
and Prospectus.  The only principals (as defined in Rule 4.10(e)
under the CEAct) of the Trading Advisor are those set forth in
the Prospectus (the "Trading Advisor Principals").
(v)  All references to the Trading Advisor and each Trading
Advisor Principal, including the Trading Advisor's trading
programs, approaches, systems, and performance, in the
Registration Statement and the Prospectus, are accurate and
complete in all material respects, and any supplemental selling
material which has been approved in writing by the Trading
Advisor is accurate in all material respects.  With respect to
the information relating to the Trading Advisor and each Trading
Advisor Principal, including the Trading Advisor's and the
Trading Advisor Principals' trading programs, approaches,
systems, and performance information, as applicable (excluding
pro forma performance information, but including all information
furnished by the Trading Advisor <PAGE>for the preparation of
such pro forma performance information), (i) the Registration
Statement and Prospectus contain all statements and information
required to be included therein under the CEAct, (ii) the
Registration Statement as of its effective date will not contain
any misleading or untrue statement of a material fact or omit to
state a material fact which is required to be stated therein or
necessary to make the statements therein not misleading and
(iii) the Prospectus at its date of issue and as of each closing
will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
therein, in light of the circumstances under which such
statements were made, not misleading.
(vi) This Agreement has been duly and validly authorized,
executed and delivered on behalf of the Trading Advisor and is a
valid and binding agreement of the Trading Advisor enforceable in
accordance with its terms.
(vii)     Each of the Trading Advisor and each "principal" of the
Trading Advisor, as defined in Rule 3.1 under the CEAct, has all
federal and state governmental, regulatory and exchange licenses
and approvals and has effected all filings and registrations with
federal and state governmental and regulatory agencies required
to conduct its or his business and to act as described in the
Registration Statement and Prospectus or required to perform its
or his obligations under this Agreement.  The Trading Advisor is
registered as a commodity trading advisor under the CEAct and is
a member of the NFA in such capacity.
(viii)    The execution and delivery of this Agreement, the
incurrence of the obligations set forth herein, the consummation
of the transactions contemplated herein and in the Prospectus and
the payment of the fees hereunder will not violate, or constitute
a breach of, or default under, the certificate of incorporation
or bylaws of the Trading Advisor or any agreement or instrument
by which it is bound or of any order, rule, law or regulation
binding on it of any court or any governmental body or
administrative agency or panel or self-regulatory organization
having jurisdiction over it.
(ix) Since the respective dates as of which information is given
in the Registration Statement and the Prospectus, except as may
otherwise be stated in or contemplated by the Registration
Statement and the Prospectus, there has not been any material
adverse change in the condition, financial or otherwise, business
or prospects of the Trading Advisor or any Trading Advisor
Principal.
(x)  Except as set forth in the Registration Statement or
Prospectus there has not been in the five years preceding the
date of the Prospectus and there is not pending, or to the best
of the Trading Advisor's knowledge threatened, any action, suit
or proceeding before or by any court or other governmental body
or any administrative, self-regulatory or commodity exchange
organization to which the Trading Advisor or any Trading Advisor
Principal is or was a party, or to which any of the assets of the
Trading Advisor or any Trading Advisor Principal is or was
subject and which resulted in or might reasonably be expected to
result in any materially adverse change in the condition,
financial or otherwise, business or prospects of the Trading
Advisor or which would be material to an investor's decision to
invest in the Partnership.  None of the Trading <PAGE>Advisor or
any Trading Advisor Principal has received any notice of an
investigation by the NFA or the CFTC regarding noncompliance by
the Trading Advisor or any of the Trading Advisor Principals with
the CEAct.
(xi) Neither the Trading Advisor nor any Trading Advisor
Principal has received, or is entitled to receive, directly or
indirectly, any commission, finder's fee, similar fee, or rebate
from any person in connection with the organization or operation
of the Partnership, other than as described in the Prospectus.
(xii)     The actual performance of each discretionary account of
a client directed by the Trading Advisor and the Trading Advisor
Principals since at least the later of (i) the date of
commencement of trading for each such account or (ii) a date five
years prior to the effective date of the Registration Statement,
is disclosed in the Prospectus (other than such discretionary
accounts the performance of which are exempt from CEAct
disclosure requirements); all of the information regarding the
actual performance of the accounts of the Trading Advisor and the
Trading Advisor Principals set forth in the Prospectus is
complete and accurate in all material respects and is in
accordance with and in compliance with the disclosure
requirements under the CEAct and the Securities Act, including
the Division of Trading and Markets "notional equity" advisories
and interpretations and the rules and regulations of the NFA.

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

           (i)  The Trading Advisor shall use its best efforts to maintain
     all registrations

     <PAGE>and  memberships necessary for the Trading Advisor  to
     continue  to  act as described herein and to  at  all  times
     comply  in  all material respects with all applicable  laws,
     rules,  and  regulations, to the extent that the failure  to
     so  comply  would have a materially adverse  effect  on  the
     Trading Advisor's ability to act as described herein.

           (ii) The Trading Advisor shall inform the General Partner
     immediately  as soon as the Trading Advisor or  any  of  its
     principals becomes the subject of any investigation, claim or
     proceeding of any regulatory authority having jurisdiction over
     such person or becomes a named party to any litigation materially
     affecting the business of the Trading Advisor.  The  Trading
     Advisor shall also inform the General Partner immediately if the
     Trading Advisor or any of its officers becomes aware of  any
     breach of this Agreement by the Trading Advisor.
(iii)     The Trading Advisor agrees reasonably to cooperate with
the Partnership and the General Partner by providing information
regarding itself and its performance in the preparation of any
amendments or supplements to the Registration Statement and the
Prospectus.

          12.  Representations, Warranties, and Covenants of the General
               Partner and the Partnership.

          (a)   Representations  and Warranties  of  the  General
Partner  and  the  Partnership.   The  General  Partner  and  the
Partnership  represent  and warrant to the  Trading  Advisor,  as
follows:

           (i)  The Partnership has provided to the Trading Advisor, and
     filed with the SEC, the Registration Statement and has filed
     copies thereof with:  (i) the CFTC under the CEAct (ii) the NASD
     pursuant to its Conduct Rules; and (iii) the NFA in accordance
     with NFA Compliance Rule 2-13.  The Partnership will not file any
     amendment to the Registration Statement or any amendment  or
     supplement to the Prospectus unless the Trading Advisor  has
     received reasonable prior notice of and a copy of such amendments
     or  supplements and has not reasonably objected  thereto  in
     writing.
(ii) The Limited Partnership Agreement provides for the
subscription for and sale of the Units; all action required under
applicable law to be taken by the General Partner and the
Partnership as a condition to the sale of the Units to qualified
subscribers therefor has been, or prior to each Closing (as
defined in the Prospectus) have been taken; and, upon payment of
the consideration therefor specified in each accepted
Subscription and Exchange Agreement and Power of Attorney in such
forms as attached to the Prospectus, the Units will constitute
valid limited partnership interests in the Partnership.
(iii)     The Partnership is a limited partnership duly organized
pursuant to the Certificate of Limited Partnership, the Limited
Partnership Agreement and the Delaware Revised Uniform Limited
Partnership Act ("DRULPA") and is validly existing under the laws
of the State of Delaware with full power and authority to engage
in the trading of futures interests and to engage in its other
contemplated activities as described in the Prospectus; the
Partnership has received a certificate of authority to do
business in the <PAGE>State of New York as provided by
Article 8-A of the New York Revised Limited Partnership Act and
is qualified to do business in each jurisdiction in which the
nature or conduct of its business requires such qualification and
where failure to be so qualified could materially adversely
affect the Partnership's ability to perform its obligations
hereunder.
(iv) The General Partner is duly organized and validly existing
and in good standing as a corporation under the laws of the State
of Delaware and in good standing and qualified to do business as
a foreign corporation under the laws of the State of New York and
is qualified to do business and is in good standing as a foreign
corporation in each jurisdiction in which the nature or conduct
of its business requires such qualification and where the failure
to be so qualified could materially adversely affect the General
Partner's ability to perform its obligations hereunder.
(v)  The Partnership and the General Partner have full
partnership or corporate power and authority under applicable law
to conduct their business and to perform their respective
obligations under this Agreement.
(vi) The Registration Statement and Prospectus contain all
statements and information required to be included therein by the
CEAct.  When the Registration Statement becomes effective under
the Securities Act and at all times subsequent thereto up to and
including the Initial Closing and each Closing, the Registration
Statement and Prospectus will comply in all material respects
with the requirements of the Securities Act, the rules and
regulations promulgated thereunder (the "SEC Regulations"), the
rules of the NFA and the CEAct.  The Registration Statement as of
its effective date will not contain any misleading or untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading.  The Prospectus as of its date of issue
and at the Initial Closing and each Closing will not contain any
misleading or untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein,
in light of the circumstances under which such statements were
made, not misleading.  The supplemental selling material, when
read in conjunction with the Prospectus, will not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the
circumstances under which such statements were made, not
misleading.  The supplemental selling material will comply with
the CEAct and the regulations and rules of the NFA and NASD.  The
representations and warranties in this clause (vi) shall not,
however, apply to any statement or omission in the Registration
Statement, Prospectus or supplemental selling material
specifically relating to the Trading Advisor, or its Trading
Advisor Principals or its trading programs (other than the pro
forma performance information except to the extent such
information was based on information furnished by the Trading
Advisor) or made in reliance upon and in conformity with
information furnished by the Trading Advisor.
(vii)     Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has
not been any material adverse change in the condition, financial
or otherwise, business or prospects of the General Partner or the
Partnership, whether or not arising in the ordinary course of
business.

           <PAGE>

           (viii)    This Agreement has been duly and validly authorized,
     executed and delivered by the General Partner for itself and on
     behalf of the Partnership and constitutes a valid, binding and
     enforceable agreement of the Partnership and the General Partner
     in accordance with its terms.
(ix) The execution and delivery of this Agreement, the incurrence
of the obligations set forth herein and the consummation of the
transactions contemplated herein and in the Registration
Statement and Prospectus will not violate, or constitute a breach
of, or default under, the General Partner's certificate of
incorporation, bylaws, the Certificate of Limited Partnership, or
the Limited Partnership Agreement or any agreement or instrument
by which either the General Partner or the Partnership, as the
case may be, is bound or any order, rule, law or regulation
applicable to the General Partner or the Partnership of any court
or any governmental body or administrative agency or panel or
self-regulatory organization having jurisdiction over the General
Partner or the Partnership.
(x)  Except as set forth in the Registration Statement or
Prospectus, there has not been in the five years preceding the
date of the Prospectus and there is not pending or, to the best
of the General Partner's knowledge, threatened, any action, suit
or proceeding at law or in equity before or by any court or by
any federal, state, municipal or other governmental body or any
administrative, self-regulatory or commodity exchange
organization to which the General Partner or the Partnership is
or was a party, or to which any of the assets of the General
Partner or the Partnership is or was subject and which resulted
in or might reasonably be expected to result in any materially
adverse change in the condition, financial or otherwise, of the
General Partner or the Partnership or which is required under the
Securities Act or the CEAct to be disclosed in the Prospectus;
and neither the General Partner nor any of the principals of the
General Partner, as "principals" is defined under Rule 4.10 under
the CEAct ("General Partner Principals") has received any notice
of an investigation by the NFA, NASD, SEC or CFTC regarding non-
compliance by the General Partner or the General Partner
Principals or the Partnership with the Securities Act or the
CEAct which is required under the Securities Act or the CEAct to
be disclosed in the Prospectus.
(xi) The General Partner and each principal of the General
Partner, as defined in Rule 3.1 under the CEAct, have all federal
and state governmental, regulatory and exchange approvals and
licenses, and have effected all filings and registrations with
federal and state and foreign governmental agencies in order for
the General Partner to conduct its business and to act as
described in the Registration Statement and Prospectus or
required to perform its obligations under this Agreement
(including, without limitation, registration as a commodity pool
operator under the CEAct and membership in the NFA as a commodity
pool operator) and will maintain all such required approvals,
licenses, filings and registrations for the term of this
Agreement.  The General Partner's principals identified in the
Registration Statement are all of the General Partner Principals.

           <PAGE>

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

           (i)  The General Partner shall use its best efforts to maintain
     all  registrations and memberships necessary for the General
     Partner  to continue to act as described herein and  in  the
     Prospectus and to all times comply in all material respects with
     all applicable laws, rules, and regulations, to the extent that
     the failure to so comply would have a materially adverse effect
     on the General Partner's ability to act as described herein and
     in the Prospectus.
(ii) The General Partner shall inform the Trading Advisor
immediately as soon as the General Partner or any of its
principals becomes the subject of any investigation, claim, or
proceeding of any regulatory authority having jurisdiction over
such person or becomes a named party to any litigation materially
affecting the business of the General Partner.  The General
Partner shall also inform the Trading Advisor immediately if the
General Partner or any of its officers become aware of any breach
of this Agreement by the General Partner.
(iii)     The Partnership will furnish to the Trading Advisor
copies of the Registration Statement, the Prospectus, and all
amendments and supplements thereto, in each case as soon as
available.

          13.  Merger or Transfer of Assets of Trading Advisor.

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

          14.  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.

          15.  Assignment.

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



          <PAGE>

          16.  Amendment.

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

          17.  Severability.

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

          18.  Closing Certificates and Opinions.

          (a)  The Trading Advisor shall, at the Partnership's Initial
Closing and at the request of the General Partner at any Closing,
provide the following:

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

               (A)  The representations and warranties by the Trading Advisor in
          this Agreement are true, accurate, and complete on and as of the
          date of the closing, as if made on the date of the closing.
(B)  The Trading Advisor has performed all of its obligations and
satisfied all of the conditions on its part to be performed or
satisfied under this Agreement, at or prior to the date of such
closing.

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

               (A)  The Trading Advisor is a corporation duly organized and
          validly existing under the laws of the state of its incorporation
          and is qualified to do business and in good standing in each
          other jurisdiction in which the nature or conduct of its business
          requires such qualification and the failure to be duly qualified
          would materially adversely affect the Trading Advisor's ability
          to perform its obligations under this Agreement.  The Trading
          Advisor has full corporate power and authority to conduct its
          business as described in the Registration Statement and
          Prospectus and to perform its obligations under this Agreement.
(B)  The Trading Advisor (including the Trading Advisor
Principals) has all governmental, regulatory, and self-regulatory
registrations and memberships required by law, and the Trading
Advisor (including the Trading Advisor Principals) has received
or made all filings and registrations necessary to <PAGE>perform
its obligations under this Agreement and to conduct its business
as described in the Registration Statement and Prospectus, except
for such licenses, memberships, filings and registrations, the
absence of which would not have a material adverse effect on its
ability to act as described in the Registration Statement and
Prospectus or to perform its obligations under this Agreement,
and, to the best of such counsel's knowledge, after due
investigation, none of such, memberships or registrations have
been rescinded, revoked or suspended.
(C)  This Agreement has been duly authorized, executed and
delivered by or on behalf of the Trading Advisor and constitutes
a valid and binding agreement of the Trading Advisor enforceable
in accordance with its terms, subject only to bankruptcy,
insolvency, reorganization, moratorium or similar laws at the
time in effect affecting the enforceability generally of rights
of creditors and by general principals of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law), and except as enforceability of the
indemnification, exculpation, and contribution provisions
contained in such agreements may be limited by applicable law or
public policy.
(D)  Based upon due inquiry of certain officers of the Trading
Advisor, to such counsel's knowledge, except as disclosed in the
Prospectus, there are no actions, suits or proceedings at law or
in equity pending or threatened before or by any court,
governmental body, administrative agency, panel or self-
regulatory organization, nor have there been any such actions,
suits or proceedings within the five years preceding the date of
the Prospectus against the Trading Advisor or any Trading Advisor
Principal which are required to be disclosed in the Registration
Statement or Prospectus.
(E)  The execution and delivery of this Agreement, the incurrence
of the obligations herein set forth and the consummation of the
transactions contemplated herein and in the Prospectus will not
be in contravention of any of the provisions of the certificate
of incorporation or bylaws of the Trading Advisor and, based upon
due inquiry of certain officers of the Trading Advisor, to such
counsel's knowledge, will not constitute a breach of, or default
under, or a violation of any instrument or agreement known to
such counsel by which the Trading Advisor is bound and will not
violate any order, law, rule or regulation applicable to the
Trading Advisor of any court or any governmental body or
administrative agency or panel or self-regulatory organization
having jurisdiction over the Trading Advisor.
(F)  Based upon reliance of certain SEC "no-action" letters, the
performance by the Trading Advisor of the transactions
contemplated by this Agreement and as described in the Prospectus
will not require the Trading Advisor to be registered as an
"investment adviser" as that term is defined in the Investment
Advisers Act of 1940, as amended.
(G)  Nothing has come to such counsel's attention that would lead
them to believe that, (A) the Registration Statement at the time
it became effective, <PAGE>insofar as the Trading Advisor and the
Trading Advisor Principals are concerned, contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading, or (B) the Prospectus at the time it was
issued or at the closing contained an untrue statement of a
material fact or omitted to state a material fact necessary in
order to make the statements therein relating to the Trading
Advisor or the Trading Advisor Principals, in light of the
circumstances under which they were made, not misleading;
provided, however, that such counsel need express no opinion or
belief as to the performance data and notes or descriptions
thereto set forth in the Registration Statement and Prospectus,
except that such counsel shall opine, without rendering any
opinion as to the accuracy of the information in such tables,
that the actual performance tables of the Trading Advisor set
forth in the Prospectus comply as to form in all material
respects with applicable CFTC rules and all CFTC and NFA
interpretations thereof, except as disclosed in the Prospectus.

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

           (iii)     To DWR, the General Partner and the Partnership, a
     report dated the date of the closing which shall present, for the
     period from the date after the last day covered by the historical
     performance capsules in the Prospectus to the latest practicable
     day before closing, updated performance information which shall
     certify  that such figures are, to the best of such  Trading
     Advisor's knowledge, accurate in all material respects.

          (b)  The General Partner shall, at the Partnership's Initial
Closing and at the request of the Trading Advisor at any Closing,
provide the following:

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

               (A)  The representations and warranties by the Partnership and
          the General Partner in this Agreement are true, accurate, and
          complete on and as of the date of the closing as if made on the
          date of the closing.
(B)  No stop order suspending the effectiveness of the
Registration Statement has been issued by the SEC and no
proceedings for that purpose have been instituted or are pending
or, to the knowledge of the General Partner, are contemplated or
threatened under the Securities Act.  No order preventing or sus
pending the use of the Prospectus has been issued by the SEC,
NASD, CFTC, or NFA and no proceedings for that purpose have been
instituted or are pending or, to the knowledge of the General
Partner, are contemplated or threatened under the Securities Act
or the CEAct.





               <PAGE>

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

           (ii) To the parties hereto, an opinion of Cadwalader, Wickersham
     & Taft, counsel to the General Partner and the Partnership, in
     form and substance satisfactory to such parties, to the effect
     that:

               (A)  The Partnership is a limited partnership duly formed
          pursuant to the Certificate of Limited Partnership, the Limited
          Partnership Agreement and the DRULPA and is validly existing
          under the laws of the State of Delaware with full partnership
          power and authority to conduct the business in which it proposes
          to engage as described in the Registration Statement and
          Prospectus and to perform its obligations under this Agreement;
          the Partnership has received a Certificate of Authority as
          contemplated under the New York Revised Limited Partnership Act
          and is qualified to do business in New York and need not affect
          any other filings or qualifications under the laws of any other
          jurisdictions to conduct its business as described in the
          Registration Statement and Prospectus.
(B)  The General Partner is duly organized and validly existing
and in good standing as a corporation under the laws of the State
of Delaware and is qualified to do business and is in good
standing as a foreign corporation in the State of New York and in
each other jurisdiction in which the nature or conduct of its
business requires such qualification and the failure to so
qualify might reasonably be expected to result in material
adverse consequences to the Partnership or the General Partner's
ability to perform its obligations as described in the
Registration Statement and Prospectus.  The General Partner has
full corporate power and authority to conduct its business as
described in the Registration Statement and Prospectus and to
perform its obligations under this Agreement.
(C)  The General Partner, each of its principals as defined in
Rule 3.1 under the CEAct, and the Partnership have all federal
and state governmental and regulatory licenses, registrations and
memberships required by law and have made all filings necessary
in order for the General Partner and the Partnership to perform
their obligations under this Agreement to conduct their business
as described in the Registration Statement and Prospectus, except
for such licenses, memberships, filings, and registrations, the
absence of which would not have a material adverse effect on the
ability of the Partnership or the General Partner to act as
described in the Registration Statement and Prospectus, or to
perform their obligations under this Agreement, and, to the best
of such counsel's knowledge, after due investigation, none of
such licenses and memberships or registrations have been
rescinded, revoked or suspended.



               <PAGE>

               (D)  This Agreement has been duly authorized, executed and
          delivered by or on behalf of the General Partner and the
          Partnership, and constitutes a valid and binding agreement of the
          General Partner and the Partnership, enforceable in accordance
          with  its  terms,  subject  to bankruptcy,  insolvency,
          reorganization, moratorium or similar laws at the time in effect
          affecting the enforceability generally of rights of creditors and
          by general principals of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at
          law),  and except as enforceability of indemnification,
          exculpation and contribution provisions contained in this
          Agreement may be limited by applicable law or public policy.
(E)  The execution and delivery of this Agreement and the offer
and sale of the Units by the Partnership and the incurrence of
the obligations herein set forth and the consummation of the
transactions contemplated herein and in the Prospectus will not
be in contravention of the General Partner's certificate of
incorporation or bylaws, the Certificate of Limited Partnership,
and the Limited Partnership Agreement and, to such counsel's
knowledge based upon due inquiry of certain officers of the
General Partner, none of the foregoing will constitute a breach
of, or default under, or a violation of any agreement or
instrument known to such counsel by which the General Partner or
the Partnership is bound or violate any order known to such
counsel or any law, rule or regulation applicable to the General
Partner or the Partnership of any court, governmental body,
administrative agency, panel or self-regulatory organization
having jurisdiction over the General Partner or the Partnership.
(F)  To such counsel's knowledge, based upon due inquiry of
certain officers of the General Partner, there are no actions,
suits or proceedings at law or in equity pending or threatened
before or by any court governmental body, administrative agency,
panel or self regulatory organization, nor have there been any
such actions, suits or proceedings within the five years
preceding the date of the Prospectus against the General Partner
or the Partnership which are required to be disclosed in the
Registration Statement or Prospectus.
(G)  The Registration Statement is effective under the Securities
Act and, to the best of such counsel's knowledge, no proceedings
for a stop order are pending or threatened under Section 8(d) of
the Securities Act or any similar state securities laws.
(H)  At the time the Registration Statement became effective, the
Registration Statement, and at the time the Prospectus was issued
and as of the closing, the Prospectus, complied as to form in all
material respects with the requirements of the Securities Act,
the Securities Regulations, the CEAct and the regulations of the
NFA and NASD.



               <PAGE>

               (I)  Nothing has come to such counsel's attention that would lead
          them to believe that the Registration Statement at the time it
          became effective contained any untrue statement of a material
          fact or omitted to state a material fact required to be stated
          therein or necessary to make the statements therein not
          misleading, or that the Prospectus at the time it was issued or
          at the closing contained an untrue statement of a material fact
          or omitted to state a material fact necessary to make the
          statements therein, in light of the circumstances under which
          they where made, not misleading; provided, however, that
          Cadwalader, Wickersham & Taft need express no opinion or belief
          (a) as to information in the Registration Statement or the
          Prospectus regarding any Trading Advisor or its principals, or
          (b) as to the financial statements, notes thereto and other
          financial or statistical data set forth in the Registration
          Statement and Prospectus, or (c) as to the performance data and
          notes or descriptions thereto set forth in the Registration
          Statement and Prospectus.
(J)  Based upon reliance on certain SEC "no-action" letters, as
of the closing, the performance of the transactions contemplated
by this Agreement and as described in the Prospectus will not
require the Partnership to register as an "investment company"
under the Investment Company Act of 1940, as amended.

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

          19.  Inconsistent Filings.

          The Trading Advisor agrees not to file, participate  in
the filing of, or publish any description of the Trading Advisor,
or  of  its respective principals or trading approaches  that  is
materially inconsistent with those in the Registration  Statement
and  Prospectus,  without so informing the  General  Partner  and
furnishing  to it copies of all such filings within a  reasonable
period  prior  to  the  date of filing or publication.   No  such
description  shall  be published or filed to  which  the  General
Partner reasonably objects, except as otherwise required by law.

          20.  Disclosure Documents.

          (a)  During the term of this Agreement, the Trading Advisor shall
furnish  to the General Partner promptly copies of all disclosure
documents filed with the CFTC or NFA by the Trading Advisor.  The
General  Partner  acknowledges receipt of the  Trading  Advisor's
disclosure  document dated June 30, 1999, as amended October  31,
1999,  and  as  further amended November  5,  1999.   Failure  to
provide a disclosure document shall not constitute breach of this
<PAGE>agreement  unless the Trading Advisor fails  to  provide  a
document within 7 calendar days of a request.
(b)  The General Partner and the Partnership will not distribute
or supplement any promotional material relating to the Trading
Advisor unless the Trading Advisor has received reasonable prior
notice of and a copy of such promotional material and has not
reasonably objected thereto in writing.

          21.  Notices.

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

          if to the Partnership:

               Morgan Stanley Dean Witter Spectrum Currency L.P.
               c/o Demeter Management Corporation
               Two World Trade Center
               62nd Floor
               New York, New York 10048

          if to the General Partner:

               Demeter Management Corporation
               2 World Trade Center
               62nd Floor
               New York, New York 10048
               Attn:  Robert E. Murray

          if to the Trading Advisor:

               John W. Henry & Company, Inc.
               One Glendinning Place
               Westport, Connecticut 06880
               Attn:  Elizabeth Kenton

          22.  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.

          23.  Governing Law.

          This  Agreement shall be governed by, and construed  in
accordance with, the law of the State of New York.  If any action
or proceeding shall be brought by a party to this <PAGE>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.

          24.  Remedies.

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

          25.  Headings.

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

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


                                MORGAN STANLEY DEAN WITTER
                                   SPECTRUM CURRENCY L.P.

                                By:Demeter Management
                                    Corporation,
                                    General Partner



                                    By: /s/ Robert E. Murray
                                      Name:  Robert E. Murray
                                      Its:  Chairman & President


                                DEMETER MANAGEMENT CORPORATION



                                By:    /s/ Robert E. Murray
                                   Name:  Robert E. Murray
                                   Its:  Chairman & President


                                JOHN W. HENRY & COMPANY, INC.



                                By:/s/ Verne Sedlacek
                                   Name:  Verne Sedlacek
                                   Its:  President