Exhibit 10.02


                      COMMODITY FUTURES CUSTOMER AGREEMENT

      This  Commodity  Futures  Customer  Agreement  ("Agreement"),  dated as of
December 31, 1997, between Morgan Stanley & Co. Incorporated  ("Morgan Stanley")
and Morgan Stanley Tangible Asset Fund L.P. (the  "Customer"),  and acknowledged
and agreed to by Dean Witter  Reynolds Inc.  ("DWR"),  shall govern the purchase
and sale by Morgan Stanley of commodity  futures  contracts and options  thereon
(collectively,  "Contracts") for the account and risk of Customer through one or
more  accounts  carried by Morgan  Stanley on behalf and in the name of Customer
(collectively,   the  "Account").

      1.  APPLICABLE  LAW. The Account and all  transactions  and  agreements in
respect  of the  Account  shall be  subject to all  applicable  Federal,  state,
exchange,  clearinghouse  and  self-regulatory  agency  rules,  regulations  and
interpretations and custom and usage of the trade. All such rules,  regulations,
interpretations,  custom and usage are hereinafter  collectively  referred to as
"Applicable Law."

      2.  CUSTOMER'S  REPRESENTATIONS  AND WARRANTIES.  Customer  represents and
warrants  that:  (a) Customer has full right,  power and authority to enter into
this Agreement, and the person executing this Agreement on behalf of Customer is
authorized to do so; (b) this  Agreement is binding on Customer and  enforceable
against  Customer  in  accordance  with its terms;  (c)  Customer  may  lawfully
establish and open the Account for the purpose of effecting  purchases and sales
of Contracts through Morgan Stanley;  (d) transactions  entered into pursuant to
this  Agreement  will not violate any  applicable  law (including any Applicable
Law) to which  Customer is subject or any agreement to which Customer is subject
or a  party;  and  (e) all  information  provided  by  Customer  in the  Account
Application  preceding this Agreement  (which  Application  and the  information
contained  therein  hereby  is  incorporated  into this  Agreement)  is true and
correct and Customer  shall  immediately  (and in no event later than within one
business day) notify Morgan Stanley of any change in such information.

      3. PAYMENT & INTEREST OBLIGATIONS.

           (a) BROKERAGE  FEE.  Customer will pay to Morgan  Stanley upon demand
      (a) a monthly  flat-rate fee of 1/12 of 3.65% of Customer's Net Assets (an
      3.65% annual rate) as of the first day of each month;  (b) any tax imposed
      on such transactions by any competent taxing authority;  (c) the amount of
      any trading losses in the Account;  (d) any debit balance or deficiency in
      the Account;  (e) interest on any debit  balances or  deficiencies  in the
      Account,  at the overnight  rate  customarily  charged by Morgan  Stanley,
      together with costs and reasonable  attorneys' fees incurred in collecting
      any such debit  balance or  deficiency;  and (f) any other amounts owed by
      Customer to Morgan Stanley with respect to the Account or any transactions
      therein.  Morgan Stanley will pay, from the brokerage fees received by it,
      all costs of executing trades by Customer, including floor brokerage fees,
      exchange fees,  clearinghouse  fees, NFA fees, "give up" or transfer fees,
      any costs associated with taking delivery on Contracts.

           (b) PAYMENT TO DWR. In  connection  with the sale to investors by DWR
      of units of limited  partnership  interest  ("Units")  in Customer and the
      obligation of DWR and its employees to provide certain continuing services
      to those investors,  Morgan Stanley shall pay to DWR each month,  from the
      brokerage fee that Morgan Stanley receives from Customer,  an amount equal
      to 1/4 of 1% (a 3.0% annual rate) of Customer's Net Assets as of the first
      day of each month.

           (c) PAYMENT OF INTEREST.  Morgan Stanley will credit Customer at each
      month-end with interest  income as if 80% of Customer's  average daily Net
      Assets  for the month  were  invested  at a rate  based on U. S.  Treasury
      Bills.  All of such funds  will be  available  for  margin for  Customer's
      trading.  For the  purpose of such  interest  payments,  Net Assets do not
      include  monies due to Customer on or with  respect to  Contracts  but not
      actually received by it from banks,  brokers or dealers.  Customer's funds
      will either be invested  together with other Customer  segregated funds or
      will  be held in  non-interest-bearing  bank  accounts.  In  either  case,
      Customer will be credited  with  interest at the most recent  3-month U.S.
      Treasury  Bill auction rate as of the first  closing for the sale of Units
      and as of every 13 weeks  thereafter (as if 80% of Customer's  assets were
      invested in U.S. Treasury Bills at such rate);  Morgan Stanley will retain
      and pay to DWR any  interest  earned  in excess  of the  interest  paid to
      Customer.  To  the  extent  that  the  assets  of  Customer  are  held  in
      non-interest-bearing   bank  accounts,   Morgan  Stanley,   DWR  or  their
      affiliates will benefit from compensating  balance treatment in connection
      with Morgan  Stanley's  designation of a bank or banks in which Customer's
      assets are deposited,  i.e., Morgan Stanley,  DWR or their affiliates will
      receive  favorable  loan  rates  from such bank or banks by reason of such
      deposits. To the extent that such benefits to Morgan Stanley, DWR or their
      affiliates  exceed the interest  Morgan  Stanley is obligated to credit to
      Customer,  they will not be shared with Customer,  but will be retained by
      Morgan  Stanley,  DWR or their  affiliates  and shared  among them as they
      shall  agree  from time to time.  Ownership  of the right by  Customer  to
      receive interest on Customer's  assets pursuant to this paragraph shall be
      reflected and  maintained,  and may be transferred  only, on the books and
      records of Morgan Stanley.  Any purported transfer of such ownership shall
      not be  effective  or  recognized  until  such  transfer  shall  have been
      recorded on the books and records of Morgan Stanley.

           (d) CAPS ON BROKERAGE AND INTEREST.  Notwithstanding  the  foregoing,
      the aggregate of (i) brokerage fees payable by Customer,  and (ii) the net
      excess interest and compensating  balance benefits to Morgan Stanley,  DWR
      or their affiliates  (after crediting  Customer with interest as described
      above)  cannot  exceed 14% annually of  Customer's  average  month-end Net
      Assets during each calendar year; provided,  however,  that Morgan Stanley
      will not be responsible for monitoring such limitation.

           (e) In connection  with DWR's receipt of any fees,  interest or other
      payments as required above, DWR represents and warrants that such payments
      will not  violate  any  Applicable  Law to  which  DWR is  subject  or any
      agreement to which DWR is subject or a party.  Morgan  Stanley will not be
      responsible  for any errors or omissions in the  calculation  of the above
      referenced  fees,  interest and other payment  resulting  from  inaccurate
      information  or data  provided  to it by  Customer,  DWR,  or any of their
      respective   officers,   employees  or  agents  for  use  in  making  such
      calculations.

           (f) DEFINITION OF CUSTOMER'S "NET ASSETS." As used in this Section 3,
      Customer's  "Net Assets" shall be  determined  in accordance  with Section
      7(d)(1) of Customer's Limited Partnership Agreement.

      4. CUSTOMER'S EVENTS OF DEFAULT; MORGAN STANLEY'S REMEDIES.

           (a) EVENTS OF DEFAULT. As used herein, each of the following shall be
      deemed an "Event of  Default":  (i) the  commencement  of a case under any
      Federal or state  bankruptcy,  insolvency  or  reorganization  law, or the
      filing of a  petition  for the  appointment  of a  receiver  by or against
      Customer, an assignment made by Customer for the benefit of creditors,  an
      admission in writing by Customer  that it is insolvent or is unable to pay
      its debts when they  mature,  or the  suspension  by Customer of its usual
      business or any material portion thereof; (ii) the issuance of any warrant
      or order of  attachment  against  the  Account  or the levy of a  judgment
      against the Account;  (iii) the failure by Customer to deposit or maintain
      margins, to pay required premiums, or to make payments required by Section
      3 hereof;  and (iv) the failure by Customer  to perform,  in any  material
      respect, its obligations hereunder.

           (b)  REMEDIES.  Upon the  occurrence of an Event of Default or in the
      event Morgan Stanley,  in its sole and absolute  discretion,  considers it
      necessary for its  protection,  Morgan  Stanley  shall have the right,  in
      addition  to any other  remedy  available  to Morgan  Stanley at law or in
      equity,  and in  addition  to any other  action  Morgan  Stanley  may deem
      appropriate  under  the  circumstances,  to  liquidate  any  or  all  open
      Contracts held in or for the Account, sell any or all of the securities or
      other  property  of  Customer  held by  Morgan  Stanley,  and to apply the
      proceeds thereof to any amounts owed by Customer to Morgan Stanley, borrow
      or buy any  options,  securities,  Contracts  or  other  property  for the
      Account,  and  cancel any  unfilled  orders  for the  purchase  or sale of
      Contracts  for the Account,  or take such other or further  actions  which
      Morgan  Stanley,  in  its  reasonable   discretion,   deems  necessary  or
      appropriate for its protection,  all without demand for margin and without
      notice or advertisement.  Any such action may be made at the discretion of
      Morgan Stanley in any commercially  reasonable manner. In the event Morgan
      Stanley's position would not be jeopardized  thereby,  Morgan Stanley will
      make reasonable  efforts under the  circumstances to notify Customer prior
      to taking any such action.  A prior demand or margin call of any kind from
      Morgan Stanley or prior notice from Morgan Stanley shall not be considered
      a waiver of Morgan  Stanley's  right to take any action  without notice or
      demand. In the event Morgan Stanley exercises any remedies available to it
      under this Agreement,  Customer shall reimburse,  compensate and indemnify
      Morgan Stanley for any and all costs, losses, penalties,  fines, taxes and
      damages that Morgan  Stanley may incur,  including  reasonable  attorneys'
      fees  incurred in  connection  with the  exercise of its  remedies and the
      recovery of any such costs, losses, penalties, fines, taxes and damages.

      5. STANDARD OF LIABILITY AND INDEMNITY.

           (a) STANDARD OF  LIABILITY.  Morgan  Stanley and its  affiliates  (as
      defined  below) shall not be liable to Customer,  the limited  partners of
      Customer  ("Limited  Partners"),   or  any  of  its  or  their  respective
      successors  or  assigns,  for any  act,  omission,  conduct,  or  activity
      undertaken by Morgan  Stanley on behalf of Customer  which Morgan  Stanley
      determines, in good faith, to be in the best interests of Customer, unless
      such  act,  omission,  conduct,  or  activity  by  Morgan  Stanley  or its
      affiliates  constituted  misconduct or  negligence.  Without  limiting the
      foregoing,  Morgan  Stanley shall have no  responsibility  or liability to
      Customer   hereunder   (i)  in   connection   with  the   performance   or
      non-performance  by an contract market,  clearing house,  clearing firm or
      other third party (including floor brokers and banks) to Morgan Stanley of
      its  obligations in respect of any Contract or other property of Customer;
      (ii) as a result of any prediction, recommendation or advice made or given
      by a representative  of Morgan Stanley whether or not made or given at the
      request of Customer; (iii) as a result of Morgan Stanley's reliance on any
      instructions, notices and communications that it believes to be that of an
      individual  authorized  to act on behalf of Customer;  (iv) as a result of
      any delay in the performance or non-performance of any of Morgan Stanley's
      obligations  hereunder  directly or indirectly caused by the occurrence of
      any contingency  beyond the control of Morgan Stanley  including,  but not
      limited to, the  unscheduled  closure of an exchange or contract market or
      delays in the  transmission  of orders due to  breakdowns  or  failures of
      transmission  or  communication  facilities,   execution,  and/or  trading
      facilities  or  other  systems  (including,  without  limitation,  GLOBEX,
      ACCESS, or other electronic trading systems,  facilities or services),  it
      being  understood that Morgan Stanley shall be excused from performance of
      its  obligations  hereunder  for  such  period  of time  as is  reasonably
      necessary after such occurrence to remedy the effects therefrom;  (v) as a
      result of any  action  taken by Morgan  Stanley  or its floor  brokers  to
      comply with  Applicable  Law; or (vi) for any acts or  omissions  of those
      neither employed nor supervised by Morgan Stanley. In no event will Morgan
      Stanley be liable to Customer  for  consequential,  incidental  or special
      damages  hereunder.

           (b) INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and
      hold harmless Morgan Stanley and its affiliates from and against any loss,
      liability,  damage, cost or expense (including attorneys' and accountants'
      fees and  expenses  incurred in the  defense of any  demands,  claims,  or
      lawsuits) actually and reasonably incurred arising from any act, omission,
      conduct,  or activity  undertaken by Morgan Stanley on behalf of Customer,
      including,  without limitation,  any demands, claims or lawsuits initiated
      by a Limited  Partner  (or  assignee  thereof);  provided  that (i) Morgan
      Stanley has determined, in good faith, that the act, omission, conduct, or
      activity  giving  rise to the  claim for  indemnification  was in the best
      interests of  Customer,  and (ii) the act,  omission,  conduct or activity
      that was the basis for such loss,  liability,  damage, cost or expense was
      not the result of misconduct or negligence. Notwithstanding the foregoing,
      no  indemnification  of Morgan Stanley or its affiliates by Customer shall
      be permitted for any losses,  liabilities or expenses  arising from or out
      of an alleged  violation  of federal or state  securities  laws unless (i)
      there has been a  successful  adjudication  on the  merits  of each  count
      involving   alleged   securities  law  violations  as  to  the  particular
      indemnitee,  or (ii) such claims have been dismissed with prejudice on the
      merits  by  a  court  of  competent  jurisdiction  as  to  the  particular
      indemnitee,  or  (iii)  a  court  of  competent  jurisdiction  approves  a
      settlement of the claims against the particular  indemnitee and finds that
      indemnification  of the  settlement  and  related  costs  should  be made,
      provided,  with regard to such court approval, the indemnitee must apprise
      the court of the position of the SEC and the  positions of the  respective
      securities  administrators  of Massachusetts,  Missouri,  Tennessee and/or
      those other states and  jurisdictions  in which the plaintiffs  claim that
      they were  offered or sold  Units,  with  respect to  indemnification  for
      securities   laws   violations   before   seeking   court   approval   for
      indemnification.  Furthermore,  in any action or  proceeding  brought by a
      Limited  Partner in the right of Customer to which  Morgan  Stanley or any
      affiliate  thereof  is  a  party  defendant,  any  such  person  shall  be
      indemnified only to the extent and subject to the conditions  specified in
      the Delaware Revised Uniform Limited Partnership Act, as amended, and this
      Section 5. The  Customer  shall  make  advances  to Morgan  Stanley or its
      affiliates  hereunder  only if: (i) the  demand,  claim,  lawsuit or legal
      action relates to the performance of duties or services by such persons to
      Customer;  (ii)  such  demand,  claim,  lawsuit  or  legal  action  is not
      initiated by a Limited Partner;  and (iii) such advances are repaid,  with
      interest at the legal rate under  Delaware  law,  if the person  receiving
      such  advance is  ultimately  found not to be entitled to  indemnification
      hereunder.

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

           (d)  LIMITATION  ON  INDEMNITIES.  The  indemnities  provided in this
      Section  5 by  Customer  to Morgan  Stanley  and its  affiliates  shall be
      inapplicable in the event of any losses,  liabilities,  damages,  costs or
      expenses  arising  out of,  or based  upon,  any  material  breach  of any
      agreement  of Morgan  Stanley  contained  in this  Agreement to the extent
      caused by such event. Likewise, the indemnities provided in this Section 5
      by Morgan  Stanley to Customer and any of its successors and assigns shall
      be inapplicable in the event of any losses, liabilities, damages, costs or
      expenses  arising  out of,  or based  upon,  any  material  breach  of any
      representation,  warranty  or  agreement  of  Customer  contained  in this
      Agreement to the extent caused by such event.

           (e)  DEFINITION OF  "AFFILIATE."  As used in this Section 5, the term
      "affiliate"  of  Morgan  Stanley  shall  mean:  (i)  any  natural  person,
      partnership,  corporation,  association, or other legal entity directly or
      indirectly owning,  controlling, or holding with power to vote 10% or more
      of  the  outstanding  voting  securities  of  Morgan  Stanley;   (ii)  any
      partnership,  corporation,  association, or other legal entity 10% or more
      of whose  outstanding  voting securities are directly or indirectly owned,
      controlled,  or held  with  power to vote by  Morgan  Stanley;  (iii)  any
      natural  person,  partnership,  corporation,  association,  or other legal
      entity directly or indirectly controlling,  controlled by, or under common
      control with,  Morgan  Stanley;  or (iv) any officer or director of Morgan
      Stanley. Notwithstanding the foregoing,  "affiliates" for purposes of this
      Section 5 shall  include  only  those  persons  acting on behalf of Morgan
      Stanley  and  performing  services  for  Customer  within the scope of the
      authority of Morgan Stanley, as set forth in this Agreement.

      6. GENERAL AGREEMENTS. The parties agree that:

           (a) MORGAN STANLEY'S RESPONSIBILITY.  Morgan Stanley is not acting as
      a  fiduciary,  foundation  manager,  commodity  pool  operator,  commodity
      trading advisor or investment  adviser in respect of any Account opened by
      Customer.  Morgan  Stanley  shall  have no  responsibility  hereunder  for
      compliance   with  any  law  or   regulation   governing  the  conduct  of
      fiduciaries,  foundation  managers,  commodity pool  operators,  commodity
      trading advisors or investment advisers.

           (b) ADVICE. All advice communicated by Morgan Stanley with respect to
      any Account  opened by Customer  hereunder is incidental to the conduct of
      Morgan Stanley's business as a futures commission merchant and such advice
      will not serve as the primary  basis for any decision made by or on behalf
      of  Customer in respect of the  Account,  regardless  of whether  Customer
      relies on the  advice  of Morgan  Stanley  in  making  any such  decision.
      Customer  acknowledges  that Morgan  Stanley and its  managing  directors,
      officers,  employees  and  affiliates  may take or hold  positions  in, or
      advise  other  Customers  concerning,  contracts  that are the  subject of
      advice from Morgan Stanley to Customer. The positions and advice of Morgan
      Stanley and its managing directors, officers, employees and affiliates may
      be inconsistent with or contrary to positions of, and the advice given by,
      Morgan Stanley to Customer.

           (c) RECORDING.  Morgan Stanley, in its sole and absolute  discretion,
      may record,  on tape or  otherwise,  any  telephone  conversation  between
      Morgan Stanley and Customer  involving their respective  officers,  agents
      and employees, and Customer hereby agrees and consents thereto.

           (d) ACCEPTANCE OF ORDERS; POSITION LIMITS.

                (i)  Morgan  Stanley  shall  have the right to limit the size of
           open positions (net or gross) of Customer with respect to the Account
           at any time and to  refuse  acceptance  of orders  to  establish  new
           positions,  whether  such  refusal or  limitation  is required by, or
           based on  position  limits  imposed  under,  Applicable  Law.  Morgan
           Stanley  shall  immediately  notify  Customer of its rejection of any
           order. Unless specified by Customer, Morgan Stanley may designate the
           exchange or other markets (including,  without limitation,  GLOBEX or
           ACCESS) on which it will attempt to execute orders.

                (ii) Customer  shall file or cause to be filed all  applications
           or  reports  required  under  Applicable  Law  with  the  CFTC or the
           relevant contract market or  clearinghouse,  and shall provide Morgan
           Stanley  with a copy of such  applications  or reports and such other
           information as Morgan  Stanley may  reasonably  request in connection
           therewith.

           (e)  ORIGINAL  AND  VARIATION   MARGIN;   PREMIUMS;   OTHER  CONTRACT
      OBLIGATIONS.  Customer  shall make,  or cause to be made,  all  applicable
      original margin,  intra-day margin and premium  payments,  and perform all
      other   obligations   attendant  to  transactions  or  positions  in  such
      Contracts,  as may be required  by  Applicable  Law or by Morgan  Stanley.
      Requests  for margin  deposits  and/or  premium  payments  may,  at Morgan
      Stanley's election, be communicated to Customer orally,  telephonically or
      in writing. Customer margin deposits and/or premium payments shall be made
      by wire transfer to Morgan Stanley's Customer Segregated Account and shall
      be in U.S. dollars unless Morgan Stanley specifically requests otherwise.

           (f) SECURITY INTEREST AND RIGHTS RESPECTING COLLATERAL. Except to the
      extent proscribed by Applicable Law not subject to waiver,  all Contracts,
      cash,  securities,  and/or  any  other  property  of  Customer  whatsoever
      (collectively, the "Collateral") at any time held by Morgan Stanley or its
      affiliates,  or carried by others for the  Account,  hereby are pledged to
      Morgan  Stanley  and  shall be  subject  to a  general  lien and  security
      interest in Morgan  Stanley's  favor to secure any  indebtedness  or other
      amounts, obligations and/or liabilities at any time owing from Customer to
      Morgan Stanley  (collectively,  the  "Customer's  Liabilities").  Customer
      hereby  grants  Morgan  Stanley  the right to  borrow,  pledge,  repledge,
      hypothecate,   rehypothecate,  loan  or  invest  any  of  the  Collateral,
      including  utilizing the Collateral to purchase  United States  Government
      Treasury  obligations   pursuant  to  repurchase   agreements  or  reverse
      repurchase  agreements  with any  party,  in each case  without  notice to
      Customer and without any  obligation  to pay or to account to Customer for
      any interest,  income or benefit that may be derived therefrom,  except to
      the extent set forth in Section 3 hereof. The rights of Morgan Stanley set
      forth  above  shall  be  qualified  by  any  applicable  requirements  for
      segregation of Customers' property under Applicable Law.

           (g) REPORTS AND  OBJECTIONS.  All  confirmations,  purchase  and sale
      notices,   correction  notices  and  account   statements   (collectively,
      "Statements")  shall be submitted to Customer and shall be conclusive  and
      binding  on  Customer  unless  Customer  notifies  Morgan  Stanley  of any
      objection  thereto prior to the opening of trading on the contract  market
      on which such  transaction  occurred on the business day following the day
      on which Customer receives such Statement;  provided that, with respect to
      monthly  Statements,  Customer may notify Morgan  Stanley of any objection
      thereto within five business days after receipt of such monthly Statement,
      provided  the  objection  could not have been raised at the time any prior
      Statement was received by Customer as provided for above.  Any such notice
      of objection, if given orally to Morgan Stanley, shall immediately (and no
      later than within one business day) be confirmed in writing by Customer.

           (h) DELIVERY PROCEDURES; OPTIONS ALLOCATION PROCEDURE.

                (i) Customer  will  provide  Morgan  Stanley  with  instructions
           either to liquidate  Contracts  previously  established  by Customer,
           make or take delivery under any such Contracts,  or exercise  options
           entered into by Customer, within such time limits as may be specified
           by Morgan  Stanley.  Morgan Stanley shall have no  responsibility  to
           take any action on behalf of  Customer  or  positions  in the Account
           unless and until Morgan Stanley receives oral or written instructions
           reasonably  acceptable to Morgan Stanley indicating the action Morgan
           Stanley is to take.  Funds  sufficient to take  delivery  pursuant to
           such  Contract or  deliverable  grade  commodities  to make  delivery
           pursuant to such Contract must be delivered to Morgan Stanley at such
           time as Morgan Stanley may require in connection with any delivery.

                (ii) Short  option  Contracts  may be subject to exercise at any
           time. Exercise notices received by Morgan Stanley from the applicable
           contract market with respect to option Contracts sold by Customer may
           be allocated to Customer pursuant to a random  allocation  procedure,
           and  Customer  shall  be bound by any  such  allocation  of  exercise
           notices.  In the event of any  allocation to Customer,  unless Morgan
           Stanley has previously  received  instructions from Customer,  Morgan
           Stanley's  sole  responsibility  shall be to use its best  efforts to
           notify Customer of such allocation.

                (iii) If  Customer  fails to  comply  with any of the  foregoing
           obligations, Morgan Stanley may, in its sole and absolute discretion,
           liquidate  any  open  positions,  make  or  receive  delivery  of any
           commodities  or  instruments,  or exercise or allow the expiration of
           any options,  in such manner and on such terms as Morgan Stanley,  in
           its sole and absolute discretion, deems necessary or appropriate, and
           Customer shall indemnify and hold Morgan Stanley harmless as a result
           of any  action  taken or not taken by Morgan  Stanley  in  connection
           therewith or pursuant to Customer's instructions.

           (i) FINANCIAL AND OTHER INFORMATION. Customer shall provide to Morgan
      Stanley such financial  information  regarding  Customer as Morgan Stanley
      may from time to time  reasonably  request.  Customer  shall notify Morgan
      Stanley  immediately  (and no later than within one  business  day) if the
      financial condition of Customer changes materially and adversely from that
      shown in the most recent  financial  information  theretofore  provided to
      Morgan Stanley. An investigation may be conducted pertaining to Customer's
      credit standing and business.

           (j) CURRENCY EXCHANGE RISK.  Customer shall bear all risk and cost in
      respect of the conversion of currencies incident to transactions  effected
      on behalf of Customer pursuant hereto.

      7.  TERMINATION.  This Agreement may be terminated at any time by Customer
or Morgan Stanley upon ten (10) days' prior written notice to the other.  In the
event of such notice,  Customer  shall  either  close out open  positions in the
Account or arrange for such open positions to be transferred to another  futures
commission  merchant.  Upon  satisfaction  by  Customer  of  all  of  Customer's
Liabilities,  Morgan  Stanley  shall  transfer  to  another  futures  commission
merchant all Contracts, if any, then held for the Account, and shall transfer to
Customer or to another futures  commission  merchant,  as Customer may instruct,
all cash,  securities  and other  property held in the Account,  whereupon  this
Agreement shall terminate.

      8. MISCELLANEOUS.

           (a)  SEVERABILITY.  If any provision of this  Agreement is, or at any
      time  becomes,  inconsistent  with any  present  or  future  law,  rule or
      regulation  of any  exchange  or other  market,  sovereign  government  or
      regulatory body thereof, and if any of these authorities have jurisdiction
      over the subject  matter of this  Agreement,  the  inconsistent  provision
      shall be deemed  superseded  or modified to conform with such law, rule or
      regulation but in all other  respects,  this Agreement  shall continue and
      remain in full force and effect.

           (b) BINDING  EFFECT.  This Agreement shall be binding on and inure to
      the benefit of the parties and their successors. Morgan Stanley shall have
      the right to transfer or assign this  Agreement  (and thereby the Account)
      to  any  successor  entity  or  to  another  properly  registered  futures
      commission merchant only upon obtaining the prior consent of Customer.

           (c) ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement
      between  the  parties  and  supersedes  any prior  agreements  between the
      parties as to the subject  matter  hereof.  No provision of this Agreement
      shall in any respect be waived, altered,  modified, or amended unless such
      waiver,  alteration,  modification,  or  amendment  is signed by the party
      against whom such waiver, alteration,  modification, or amendment is to be
      enforced.

           (d) CURRENCY  DENOMINATION.  Unless another currency is designated in
      the confirmations  reporting  transactions  entered into by Customer,  all
      margin  deposits  in  connection  with such  transactions,  and a debit or
      credit in the  Account,  shall be stated in  United  States  dollars,  and
      margin requirements, debits or credits expressed in another currency shall
      be converted into United States  dollars at a rate of exchange  determined
      by Morgan Stanley,  in its sole and absolute  discretion,  on the basis of
      the then  prevailing  money  market  rates of  exchange  for such  foreign
      currency.

           (e) INSTRUCTIONS,  NOTICES OR COMMUNICATIONS.  Except as specifically
      otherwise provided in this Agreement,  all instructions,  notices or other
      communications  may be oral or  written.  All  oral  instructions,  unless
      custom and usage of trade dictate  otherwise,  shall be promptly confirmed
      in writing.  All  written  instructions,  notices or other  communications
      shall be addressed as follows:

               (i)  if to Morgan Stanley:

                    Morgan Stanley & Co. Incorporated
                    One Pierrepont Plaza, 8th Floor
                    Brooklyn,  New York 11201
                    Attention:  Commodity Operations Manager

               (ii) if to Customer, at the address as indicated on the Commodity
                    Account Application.

           (f) RIGHTS AND REMEDIES  CUMULATIVE.  All rights and remedies arising
      under  this  Agreement  as  amended  and  modified  from  time to time are
      cumulative  and not  exclusive  of any  rights  or  remedies  which may be
      available at law or otherwise.

           (g) NO WAIVER.  No failure on the part of Morgan Stanley to exercise,
      and no delay in exercising, any contractual right will operate as a waiver
      thereof,  nor will any single or partial exercise by Morgan Stanley of any
      right preclude any other or future exercise thereof or the exercise of any
      other partial right.

           (h)  GOVERNING  LAW.  THE  INTERPRETATION  AND  ENFORCEMENT  OF  THIS
      AGREEMENT AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES SHALL BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REGARD TO PRINCIPLES OF CHOICE OF LAW.

           (i) CONSENT TO  JURISDICTION.  ANY LITIGATION  BETWEEN MORGAN STANLEY
      AND CUSTOMER  RELATING TO THIS AGREEMENT OR  TRANSACTIONS  HEREUNDER SHALL
      TAKE PLACE IN THE COURTS OF THE STATE OF NEW YORK  LOCATED IN THE  BOROUGH
      OF  MANHATTAN  OR IN THE UNITED  STATES  DISTRICT  COURT FOR THE  SOUTHERN
      DISTRICT OF NEW YORK.  CUSTOMER  CONSENTS TO THE SERVICE OF PROCESS BY THE
      MAILING TO CUSTOMER OF COPIES OF SUCH COURT  FILING BY  CERTIFIED  MAIL TO
      THE  ADDRESS OF  CUSTOMER AS IT APPEARS ON THE BOOKS AND RECORDS OF MORGAN
      STANLEY,  SUCH SERVICE TO BE EFFECTIVE  TEN DAYS AFTER  MAILING.  CUSTOMER
      HEREBY  WAIVES  IRREVOCABLY  ANY  IMMUNITY TO WHICH IT MIGHT  OTHERWISE BE
      ENTITLED IN ANY  ARBITRATION,  ACTION AT LAW,  SUIT IN EQUITY OR ANY OTHER
      PROCEEDING ARISING OUT OF OR BASED ON THIS AGREEMENT OR ANY TRANSACTION IN
      CONNECTION HEREWITH.

           (j) WAIVER OF JURY TRIAL.  Customer  hereby waives a trial by jury in
      any action arising out of or relating to this Agreement or any transaction
      in connection therewith.

           (k) AGREEMENT  NON-EXCLUSIVE.  Morgan Stanley shall be free to render
      services  of the nature to be  rendered  to  Customer  hereunder  to other
      persons or entities in addition to Customer,  and the parties  acknowledge
      that  Morgan  Stanley  may render such  services  to  additional  entities
      similar in nature to Customer.  It is expressly understood and agreed that
      this  Agreement is  non-exclusive  and that  Customer has no obligation to
      execute  any or all of its trades for  futures  interests  through  Morgan
      Stanley.  The  parties  acknowledge  that  Customer  may execute and clear
      trades for  futures  interests  through  such  other  broker or brokers as
      Customer may direct from time to time.  Customer's  utilization  of one or
      more additional  commodity  brokers shall neither terminate this Agreement
      nor modify in any regard the respective rights and obligations of Customer
      and Morgan Stanley.

           (l) CUSTOMER ACKNOWLEDGMENTS.

                (i)  CUSTOMER  HEREBY  ACKNOWLEDGES  THAT  IT HAS  RECEIVED  AND
           UNDERSTANDS THE FOLLOWING DISCLOSURE STATEMENT PRESCRIBED BY THE CFTC
           AND FURNISHED HEREWITH (please initial):

                  [ X ]        RISK DISCLOSURE STATEMENT
                               FOR FUTURES OPTIONS

                               (Appendix A to CFTC Rule 1.55(c)  transcribed in
                               full  on  pages   1-3  of   Booklet  2  --  Risk
                               Disclosure Statements)

                (II) IF CUSTOMER HAS INDICATED ON THE COMMODITY  FUTURES ACCOUNT
           APPLICATION  THAT ORDERS PLACED FOR THE ACCOUNT  REPRESENT  BONA FIDE
           HEDGING TRANSACTIONS,  PLEASE COMPLETE THE FOLLOWING. You should note
           that CFTC Regulation ss.190.06 permits you to specify whether, in the
           unlikely  event  of  Morgan  Stanley's  bankruptcy,  you  prefer  the
           bankruptcy  trustee  to  liquidate  all  positions  in  the  Account.
           Accordingly, Customer hereby elects as follows: (PLEASE INITIAL):


                 [  ]   LIQUIDATE                [  ]   NOT LIQUIDATE


      IF  NEITHER  ALTERNATIVE  IS  INITIALED,  CUSTOMER  WILL BE DEEMED TO HAVE
ELECTED TO HAVE ALL  POSITIONS  LIQUIDATED.  THIS ELECTION MAY BE CHANGED AT ANY
TIME BY WRITTEN NOTICE.


<PAGE>


           IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of
the date first indicated above.

                           MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                           By:  Demeter Management Corporation, General Partner

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

                           MORGAN STANLEY & CO. INCORPORATED

                           By: /s/ Jeffrey Jennings
                               -------------------------
                               Name:  Jeffrey Jennings
                               Title: Principal

Acknowledged and Agreed
(as to Section 3(b), (c) and (d))

DEAN WITTER REYNOLDS INC.

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

          REMINDER: PLEASE BE SURE TO INITIAL THE APPROPRIATE BOXES IN
                           SECTIONS 8(K)(1)(I)ABOVE.