EXHIBIT 10.02

                     AMENDED AND RESTATED CUSTOMER AGREEMENT


                  THIS   AMENDED   AND   RESTATED   CUSTOMER   AGREEMENT   (this
"Agreement"),  made as of the 1st day of December,  1997,  by and between  DWFCM
INTERNATIONAL ACCESS FUND L.P., a Delaware limited partnership (the "Customer"),
and DEAN WITTER REYNOLDS INC., a Delaware corporation ("DWR");


                              W I T N E S S E T H :


                  WHEREAS,  the Customer was organized pursuant to a Certificate
of  Limited  Partnership  filed in the office of the  Secretary  of State of the
State of Delaware on October 22, 1993, and a Limited Partnership Agreement dated
as of October 22,  1993,  between  Demeter  Management  Corporation,  a Delaware
corporation  ("Demeter"),  acting as  general  partner  (in such  capacity,  the
"General  Partner"),  and the limited  partners of the  Customer to trade,  buy,
sell, spread or otherwise acquire,  hold, or dispose of commodities  (including,
but not limited, to foreign currencies, mortgage-backed securities, money market
instruments, financial instruments, and any other securities or items which are,
or may become,  the subject of futures contract  trading),  domestic and foreign
commodity  futures  contracts,  commodity  forward  contracts,  foreign exchange
commitments,  options on physical  commodities  and on futures  contracts,  spot
(cash)   commodities  and  currencies,   and  any  rights   pertaining   thereto
(hereinafter  referred to  collectively  as "futures  interests") and securities
(such as United States Treasury bills) approved by the Commodity Futures Trading
Commission (the "CFTC") for investment of customer  funds,  and to engage in all
activities incident thereto;

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

                  WHEREAS,  the  Customer  and DWR  entered  into  that  certain
Amended and  Restated  Customer  Agreement  dated as of  September  1, 1996 (the
"Customer Agreement"), whereby DWR agreed to perform futures interests brokerage
and certain other services for the Customer; and

                  WHEREAS,  the  Customer  and DWR wish to amend and restate the
Customer  Agreement  to set forth the terms and  conditions  upon which DWR will
continue to perform certain non-clearing futures interests brokerage and certain
other services for the Customer;

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

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

                  2. Duties  of  DWR.  DWR  agrees  to  act  as  a  non-clearing
commodity  broker for the Customer and introduce the Customer's  account to Carr
Futures,   Inc.  ("CFI")  for  execution  and  clearing  of  futures   interests
transactions on behalf of the Customer in accordance with instructions  provided
by the Trading Advisor,  and the Customer agrees to retain DWR as a non-clearing
commodity broker for the term of this Agreement.

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

                  3. Obligations and Expenses.

                           (a)  Except  as  otherwise  set  forth  herein,   the
Customer,  and not DWR,  shall be  responsible  for all  taxes,  management  and
incentive  fees to the Trading  Advisor,  brokerage  commissions to DWR, and all
extraordinary  expenses incurred by it. In addition,  the Customer, and not DWR,
shall pay the charges of CFI for executing and clearing the  Customer's  futures
interests trades (as described in paragraph 5(b) below).

                           (b) The Customer will pay its ordinary administrative
expenses, subject to a cap of 0.25% per year of the Customer's average month-end
Net Assets,  including  expenses for services provided by third parties selected
by the General Partner and reimbursement of all out-of-pocket  expenses incurred
by such  persons and by the  General  Partner and its  affiliates  in  providing
services to the Customer.  Such expenses  shall include  legal,  accounting  and
auditing  expenses  (including  expenses  incurred in preparing  reports and tax
information  to Limited  Partners and  regulatory  authorities  and expenses for
specialized administrative services), printing and duplication expenses, mailing
expenses,  and filing fees. The General Partner or its affiliates  shall pay any
ordinary administrative expenses which exceed the cap.

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

                  5. (a)  Compensation  of DWR. The Customer  will pay brokerage
commissions to DWR at a roundturn rate (but charged on a half-turn basis) of 80%
of DWR's published  non-member rates for speculative accounts (which covers both
the taking and liquidation of a position),  and  substantially  equivalent rates
for currency forward contract transactions in the forward contract and interbank
markets.

                  The Customer will pay DWR brokerage  commissions  for currency
forward  contract  transactions  at  rates  established  with  reference  to the
brokerage commission rate charged on exchange-traded currency futures contracts.
DWR may from time to time  adjust  the United  States  dollar  size of  currency
forward  contracts  so  that  the  brokerage  commission  rate  charged  on such
contracts will approximate the rate charged on exchange-traded  currency futures
contracts  of similar  United  States  dollar  value.  DWR shall also charge the
Partnership brokerage commissions for rollovers of forward contract positions.

                           (b)  Compensation  of  CFI.  The  Customer  will  pay
certain  charges of CFI for  executing  and  clearing  trades  for the  Customer
pursuant to that certain Customer  Agreement dated as of December 1, 1997, among
the Customer,  CFI and DWR. In addition,  DWR shall pay CFI certain charges with
respect to the execution and clearance of trades for the Customer as agreed from
time to time between DWR and CFI.

                           (c)   Notwithstanding   the   foregoing,    brokerage
commissions,  together with  transaction  fees and costs including those paid by
the Customer to CFI, with respect to the Trading Advisor's  allocated Net Assets
will be  capped at 13/20 of 1% per  month  (in the  event  the  Trading  Advisor
employs  multiple  trading  systems in trading  on behalf of the  Customer,  the
foregoing cap is applied on a per trading  system basis) of the  Customer's  Net
Assets  allocated to the Trading Advisor or trading system as of the last day of
each month (a maximum  7.8% annual  rate).  In  addition,  the  aggregate of (i)
brokerage  commissions and  transaction  fees and costs payable by the Customer,
and (ii) net excess  interest and  compensating  balance  benefits to DWR (after
crediting  the  Customer  with  interest)  shall not exceed 14%  annually of the
Customer's average month-end Net Assets during each calendar year.

                           (d) Any brokerage  commissions,  and transaction fees
and costs in excess of such caps  shall be borne or paid by DWR or an  affiliate
and shall not be  reimbursed  by the  Customer.  The  foregoing  caps may not be
increased except as permitted in the Customer's Limited  Partnership  Agreement,
as amended from time to time.

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

                  7.  Investment of Customer  Funds.  The Customer shall deposit
its assets in accounts with DWR. The Customer's  assets  deposited with DWR will
be segregated or secured in accordance with the Commodity  Exchange Act and CFTC
regulations.  DWR will credit the Customer with interest  income at month-end in
an amount equal to 80% of the Customer's  average daily Net Assets for the month
at a rate equal to the average yield on the 13-week U.S.  Treasury  Bills issued
during  such  month.  All of such  funds  will be  available  for margin for the
Customer's trading.  For the purpose of such interest payments,  Net Assets will
not include  monies due to the Customer on or with respect to forward  contracts
and other futures interests but not actually received by it from banks, brokers,
dealers and other persons. The Customer understands that it will not receive any
other interest  income on its assets and that DWR will receive  interest  income
from CFI, as agreed from time to time by DWR and CFI, on the  Customer's  assets
deposited as margin with CFI. The Customer's funds will either be invested along
with other customer  segregated and secured funds of DWR or held in non-interest
bearing bank accounts.  The Customer's  assets held by DWR may be used solely as
margin for the Customer's trading.

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

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

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

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

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

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

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

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

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

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

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

                  if to the Customer:

                           DWFCM INTERNATIONAL ACCESS FUND L.P.
                           c/o Demeter Management Corporation
                           Two World Trade Center, 62nd Floor
                           New York, New York  10048
                           Attn:    Mark J. Hawley
                                    President

                  if to DWR:

                           DEAN WITTER REYNOLDS INC.
                           Two World Trade Center, 62nd Floor
                           New York, New York  10048
                           Attn:    Mark J. Hawley
                                    Executive Vice President

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

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

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

<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.

                            DWFCM INTERNATIONAL ACCESS FUND L.P.

                            By:  Demeter Management Corporation,
                                   General Partner



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

                            DEAN WITTER REYNOLDS INC.



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



<PAGE>

FUTURES CUSTOMER AGREEMENT

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

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

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

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

4.        DELIVERY; OPTION EXERCISE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

23.       GOVERNING LAW; CONSENT TO JURISDICTION -

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

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

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

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

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

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

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

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

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

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

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

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



<PAGE>

**OPTIONAL ELECTIONS

The following  provisions,  which are set forth in this  agreement,  need not be
entered into to open the Account.  Customer  agrees that its optional  elections
are as follows:
                                                   SIGNATURE REQUIRED FOR EACH
                                                             ELECTION
ARBITRATION AGREEMENT:
(Agreement Paragraph 24)
                                                  ------------------------------

CONSENT TO TAKE THE OTHER SIDE OF ORDERS:
(Agreement Paragraph 25)                          X /s/ Mark J. Hawley
                                                  ------------------------------

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

ACKNOWLEDGEMENT TO SUBORDINATION AGREEMENT
(Agreement Paragraph 27)                          X /s/ Mark J. Hawley
                                                  ------------------------------
                                                  (Required for accounts holding
                                                   non-U.S. currency)

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

HEDGE ELECTION

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

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

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

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

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

ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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


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REQUIRED SIGNATURES

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

DWFCM INTERNATIONAL ACCESS FUND L.P.
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CUSTOMER NAME(S)
By:      DEMETER MANAGEMENT CORPORATION

By: /s/ Mark J. Hawley                                December 1, 1997
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AUTHORIZED SIGNATURE(S)                               DATE

Mark J. Hawley, President
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(If applicable, print name and title of signatory)