<PAGE>



                       CUSTOMER AGREEMENT


          THIS CUSTOMER AGREEMENT (this "Agreement"), made as  of
the  1st  day  of  December,  1997,  by  and  among  DEAN  WITTER
DIVERSIFIED  FUTURES FUND II L.P., a Delaware limited partnership
(the  "Customer"),  CARR  FUTURES INC.,  a  Delaware  corporation
("CFI"),  and  DEAN WITTER REYNOLDS INC., a Delaware  corporation
("DWR");


                      W I T N E S S E T H :


          WHEREAS,  the  Customer  was organized  pursuant  to  a
Certificate  of Limited Partnership filed in the  office  of  the
Secretary of State of the State of Delaware on September 6, 1988,
and  a  Limited  Partnership Agreement dated as of  September  6,
1988,   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 foreign  currencies,
mortgage-backed  securities, money market  instruments,  and  any
other  securities or items which are, or may become, the  subject
of   futures  contract  trading),  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;

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

          WHEREAS,  the Customer and DWR have entered  into  that
certain  Amended  and Restated Customer Agreement,  dated  as  of
December  1,  1997  (the "DWR Customer Agreement"),  whereby  DWR
agreed   to   perform  certain  non-clearing  futures   interests
brokerage and other services for the Customer; and

          WHEREAS,  the Customer, DWR and CFI wish to enter  into
this  Agreement to set forth the terms and conditions upon  which
CFI   will  perform  futures  interests  execution  and  clearing
services for the Customer;

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





          <PAGE>

          1.    Duties  of CFI.  CFI agrees to execute and  clear
all  futures  interests brokerage transactions on behalf  of  the
Customer in accordance with instructions provided by DWR, Demeter
or  the Trading Advisor, and the Customer agrees to retain CFI as
its  clearing broker for the term of this Agreement.  CFI  agrees
to  maintain such number of subaccounts for the Customer  as  DWR
reasonably shall request.  The execution and clearing services of
CFI  provided  hereunder shall be in accordance  with  applicable
exchange rules.

          CFI  agrees  to  furnish to the  Customer  as  soon  as
practicable  all  of the information from time  to  time  in  its
possession which Demeter, as the general partner of the Customer,
is  required to furnish to the Limited Partners pursuant  to  the
Limited Partnership Agreement as from time to time in effect  and
as  required by applicable law, rules, or regulations.  CFI shall
disclose   such   information  (including,  without   limitation,
financial statements) regarding itself and its affiliates as  may
be  required  by  the Customer for SEC, CFTC and state  blue  sky
disclosure purposes.

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

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

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

          3.   Obligations and Expenses.  Except as otherwise set
forth herein, the Customer, and not CFI, shall be responsible for
all  taxes, management and incentive fees to the Trading Advisor,
the  brokerage  commissions to DWR pursuant to the  DWR  Customer
Agreement, and all extraordinary expenses incurred by it.







          <PAGE>

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

          5.    Compensation  of CFI.  In compensation  of  CFI's
services pursuant to this Agreement, the Customer shall  pay  CFI
all   NFA  fees,  clearinghouse  fees,  exchange  fees  or  other
regulatory fees, taxes (other than income taxes), floor brokerage
fees, third-party clearing fees and give-up fees.  DWR shall  pay
to  CFI  such charges with respect to the execution and clearance
of  trades for the Customer as DWR and CFI shall agree from  time
to  time.   Subject to the brokerage commission  and  transaction
fees and costs caps set forth in the DWR Customer Agreement,  DWR
shall  have  no  obligation to reimburse  the  Customer  for  any
payments made by the Customer to CFI.  The Customer shall have no
obligation to reimburse DWR for any payments made by DWR to CFI.

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

          7.   Interest on Customer Funds.  The Customer's assets
deposited  with CFI will be segregated or secured  in  accordance
with  the  Commodity Exchange Act and CFTC regulations.   All  of
such  funds  will  be  available for margin  for  the  Customer's
trading.   CFI  shall  pay  to DWR such interest  income  on  the
Customer's  assets held by CFI as CFI and DWR  shall  agree  from
time  to time.  The Customer understands that it will not receive
any  interest  income on its assets held by CFI other  than  that
paid  by  DWR  pursuant  to  the  DWR  Customer  Agreement.   The
Customer's  assets held by CFI may be used solely as  margin  for
the Customer's trading.

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

          9.   Delivery; Option Exercise.

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

          <PAGE>

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

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

          10.   Standard of Liability and Indemnity.  Subject  to
Section 1 hereof, CFI and its affiliates (as defined below) shall
not  be  liable to the Customer, the General Partner  or  Limited
Partners,  or  any  of  its  or their  respective  successors  or
assigns,  for any act, omission, conduct, or activity  undertaken
by  or on behalf of the Customer pursuant to this Agreement which
CFI determines, in good faith, to be in the best interests of the
Customer, unless such act, omission, conduct, or activity by  CFI
or its affiliates constituted misconduct or negligence.

          The  Customer shall indemnify, defend and hold harmless
CFI  and  its  affiliates from and against any  loss,  liability,
damage,  cost  or expense (including attorneys' and  accountants'
fees and expenses incurred in the defense of any demands, claims,
or  lawsuits) actually and reasonably incurred arising  from  any
act,  omission, conduct, or activity undertaken by CFI on  behalf
of  the  Customer pursuant to this Agreement, including,  without
limitation,  any  demands,  claims or  lawsuits  initiated  by  a
Limited Partner (or assignee thereof), provided that (i) CFI  has
determined,  in good faith, that the act, omission,  conduct,  or
activity giving rise to the claim for indemnification was in  the
best  interests  of  the Customer, and (ii)  the  act,  omission,
conduct, or activity that was the basis for such loss, liability,
damage,  cost,  or  expense was not the result of  misconduct  or
negligence.   Notwithstanding anything to the contrary  contained
in  the foregoing, neither CFI nor any of its affiliates shall be
indemnified  by  the  Customer for any  losses,  liabilities,  or
expenses  arising from or out of an alleged violation of  federal
or  state  securities laws unless (a) there has been a successful
adjudication  on  the  merits  of each  count  involving  alleged
securities law violations as to the particular indemnitee, or (b)
such claims have been dismissed with prejudice on the merits by a
court  of competent jurisdiction as to the particular indemnitee,
or (c) a court of competent jurisdiction approves a settlement of
the  claims  against  the particular indemnitee  and  finds  that
indemnification  of the settlement and related  costs  should  be
made,   provided,  with  regard  to  such  court  approval,   the
indemnitee must apprise the court of the position of the SEC, and
the  positions  of  the respective securities  administrators  of
Massachusetts, Missouri, Tennessee and/or those other states  and
jurisdictions in which the plaintiffs claim they were offered  or
sold  Units, with respect to indemnification for securities  laws
violations  before  seeking court approval  for  indemnification.
Furthermore,  in any action or proceeding brought  by  a  Limited
Partner  in  the  right  of the Customer  to  which  CFI  or  any
affiliate thereof is a party defendant, any such person shall  be
indemnified  only  to the extent and subject  to  the  conditions
specified  in  the  Delaware Revised Uniform Limited  Partnership
Act,  as  amended, and this Section 10.  The Customer shall  make
advances  to  CFI or its affiliates hereunder only  if:  (i)  the
demand,   claim,  lawsuit,  or  legal  action  relates   to   the
performance  of  duties  or  services  by  such  persons  to  the
Customer;  (ii) such demand, claim, lawsuit, or legal  action  is
not  initiated by a Limited Partner; and (iii) such advances  are
repaid,  with interest at the legal rate under Delaware  law,  if
the  person receiving such advance is ultimately found not to  be
entitled to indemnification hereunder.



          <PAGE>

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

          The  indemnities  provided in this Section  10  by  the
Customer to CFI and its affiliates shall be inapplicable  in  the
event  of  any losses, liabilities, damages, costs,  or  expenses
arising  out  of,  or  based upon, any  material  breach  of  any
warranty,  covenant,  or  agreement  of  CFI  contained  in  this
Agreement  to  the extent caused by such breach.   Likewise,  the
indemnities  provided in this Section 10 by CFI to  the  Customer
and  any  of its successors and assigns shall be inapplicable  in
the event of any losses, liabilities, damages, costs, or expenses
arising  out  of,  or  based upon, any  material  breach  of  any
warranty,  covenant,  or agreement of the Customer  contained  in
this Agreement to the extent caused by such breach.

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

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

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

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

                    (B)  CFI  merges or consolidates with or into
                         or  acquires or is acquired by,  another
                         entity  or  entities acting  in  concert
                         (excluding         any        intergroup
                         reorganizations with any  affiliates  of
                         CFI or any capital contributions by,  or
                         sale  of CFI stock to any affiliates  of
                         CFI,   provided   that   the   guarantee
                         agreement   between   DWR   and   Credit
                         Agricole Indosuez S.A. dated as of  July
                         31,   1997   remains  in  place   or   a
                         comparable guaranty is substituted by  a
                         bank  with a net worth and credit rating
                         equal  to Credit Agricole Indosuez S.A.)
                         in  a transaction involving the purchase
                         or sale of stock or substantially all of
                         the  assets  of the acquired  entity  or
                         which involves a capital contribution to
                         or by such entity

                         <PAGE>

                         or  entities  (in an amount representing
                         fifty percent (50%) or more of the  book
                         value  of  CFI's  or such  entity's  (or
                         their   respective   affiliate's)    net
                         worth), or the purchase or sale of stock
                         representing fifty percent (50%) or more
                         of  CFI's  or  such entity's  (or  their
                         respective    affiliate's)   outstanding
                         equity securities; and

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

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

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

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

Any such termination by any party shall be without penalty.

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

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

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



          <PAGE>

          15.   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:

               DEAN WITTER DIVERSIFIED FUTURES FUND II 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

          if to CFI:

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

          16.   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.

          17.  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.

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

          19.   Governing  Law; Venue.  This Agreement  shall  be
governed  by, and construed in accordance with, the  law  of  the
State  of  New  York  (without  regard  to  its  choice  of   law
principles).  If any action or proceeding shall be brought  by  a
party  to this Agreement or to enforce any right or remedy  under
this Agreement, each party hereto hereby consents and will submit
to the jurisdiction of the courts of the State of New York or any
federal court sitting in the County, City and State of New  York.
Any  action or proceeding brought by any party to this  Agreement
to  enforce  any  right, assert any claim, or obtain  any  relief
whatsoever in connection with this Agreement shall be brought  by
such party exclusively in the courts of the State of New York  or
any  federal court sitting in the County, City and State  of  New
York.

          <PAGE>

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

                              DEAN WITTER DIVERSIFIED FUTURES
                              FUND II L.P.

                              By:  Demeter Management Corporation,
                                   General Partner



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

                              DEAN WITTER REYNOLDS INC.



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

                              CARR FUTURES INC.



                              By: /s/ Lawrence P. Anderson

                              Name: Lawrence P. Anderson

                              Title: Executive Vice President
                             <PAGE>
                        CARR FUTURES INC.
                    FUTURES ACCOUNT AGREEMENT

In  consideration of the acceptance by Carr Futures Inc. ("Carr")
of  one or more accounts of the undersigned ("Customer") (if more
than one account is at any time opened or reopened with Carr, all
are  covered  by this Agreement and are referred to  individually
and  collectively as the "Account"), and Carr's agreement to  act
as  broker,  directly  or  indirectly,  or  as  dealer,  for  the
execution,  clearance  and/or carrying of  transactions  for  the
purchase  and sale of commodity interests, including commodities,
forward  contracts,  commodity  futures  contracts,  options   on
commodity   futures  contracts  and  transaction  involving   the
exchange  of  futures for cash commodities  or  the  exchange  of
futures  in connection with cash commodity transactions, Customer
agrees as follows:

1.   APPLICABLE RULES AND REGULATIONS

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

2.   PAYMENTS TO CARR

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

3.   CUSTOMER'S DUTY TO MAINTAIN ADEQUATE MARGIN

     Customer  shall  at all times, and without prior  notice  or
     demand  from Carr, maintain adequate margin (also  known  as
     "performance  bond") in the Account so as to continually  to
     meet   the  original  and  maintenance  margin  requirements
     established  by  Carr for Customer.  Carr  may  change  such
     requirements  from time to time at Carr's discretion.   Such
     margin  requirements may exceed the margin requirements  set
     by any exchange or

<PAGE>

     other   regulatory  authority  and  may  vary  from   Carr's
     requirements for other customers.  Customer agrees, when  so
     requested, orally or by written notice, immediately  (in  no
     less  than one hour) to wire transfer (by federal bank  wire
     system  to the account of Carr) margin funds, and to furnish
     Carr  with names of bank officers for immediate verification
     of  such  transfers.  Customer acknowledges and agrees  that
     Carr  may  receive  and  retain as  its  own  any  interest,
     increment,  profit, gain or benefit, directly or indirectly,
     accruing from any of the funds Carr receives from Customer.

4.   DELIVERY; OPTION EXERCISE

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

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

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

     <PAGE>

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

5.   FOREIGN CURRENCY

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

6.   CARR MAY LIMIT POSITIONS HELD

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

7.   NO WARRANTY AS TO INFORMATION OR RECOMMENDATION

     Customer acknowledges that:

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

(b)  Carr makes no representation, warranty or guarantee as to,
and shall not be responsible for, the accuracy or completeness of
any information or trading recommendation furnished to Customer;
(c)  Recommendations to Customer as to any particular transaction
at any given time may differ among Carr's personnel due to
diversity in analysis of fundamental and technical factors and
may vary from any standard recommendation made by Carr in its
research reports or otherwise; and
<PAGE>

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

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

8.   LIMITS ON CARR DUTIES; LIABILITY

     Customer agrees:

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

(b)  That the commissions which Carr receives are consideration
solely for the execution, reporting and carrying of Customer's
trades;
(c)  If there is an Account Manager, an Account Manager's
Agreement for the Account Manager will be provided to Carr.
Customer represents it has received:  (1) a disclosure document
concerning such Account Manager's trading advice, including, in
the event the Account Manager will trade options, the options
strategies to be utilized, or (2) a written statement explaining
why Account Manager is not required under applicable law to
provide such a disclosure document to Customer; and
(d)  Customer acknowledges, understands and agrees that Carr is
in no way responsible for any loss to Customer occasioned by the
actions of the Account Manager and Carr does not by implication
or otherwise endorse the operating methods or trading strategies
or programs of the Account Manager.
9.   EXTRAORDINARY EVENTS

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

<PAGE>

10.  INDEMNIFICATION OF CARR, CONTRIBUTION AND REIMBURSEMENT

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

(b)  Customer agrees that if the indemnification provided in
paragraph (a) above is held to be unavailable to Carr, the
parties hereto shall share in and contribute to such damages,
claims, losses or expenses in proportion to their relative
benefits from the transactions involved and their relative degree
of fault in causing the liability.
(c)  Customer agrees to reimburse Carr and its shareholders,
directors, officers, employees, agents, affiliates and
controlling persons on demand for any costs incurred in
collecting any sums Customer owes under this Agreement and any
costs of successfully defending against claims asserted against
them by Customer.
11.  NOTICES; TRANSMITTALS

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

12.  CONFIRMATION CONCLUSIVE

     Confirmation  of  trades  and  any  other  notices  sent  to
     Customer shall be conclusive and binding on Customer  unless
     customer  or Customer's agent notifies Carr to the  contrary
     (a)  in  the  case  of an oral report, orally  at  the  time
     received by Customer or its agent; or (b) in the case  of  a
     written  report or notice, in writing prior  to  opening  of
     trading  on the business day next following receipt  of  the
     report.  In addition, if Customer has not received a written
     confirmation that a commodity interest transaction has  been
     executed  within  three  business days  after  Customer  has
     placed an order with Carr to effect such

<PAGE>

     transaction,  and  has been informed or believes  that  such
     order  has been or should have been executed, then  Customer
     immediately shall notify Carr thereof.  Absent such  notice,
     Customer conclusively shall be deemed estopped to object and
     to  have waived any such objection to the failure to execute
     or  cause to be executed such transaction.  Anything in this
     Section 12 notwithstanding, neither Customer nor Carr  shall
     be bound by any transaction or price reported in error.

13.  SECURITY INTEREST

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

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

14.  TRANSFER OF FUNDS

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





<PAGE>

15.  CARR'S RIGHT TO LIQUIDATE CUSTOMER POSITIONS

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

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

(b)  Whenever Carr reasonably considers it necessary for its
protection because of margin requirements or otherwise;
(c)  If Customer or any affiliate of Customer repudiates,
violates, breaches or fails to perform on a timely basis any
term, covenant or condition on its part to be performed under
this Agreement or another agreement with Carr;
(d)  If a case in bankruptcy is commenced or if a proceeding
under any insolvency or other law for the protection of creditors
or for the appointment of a receiver, liquidator, trustee,
conservator, custodian or similar officer is filed by or against
Customer or any affiliate of Customer, or if Customer or any
affiliate of Customer makes or proposes to make any arrangement
or composition for the benefit of its creditors, or if Customer
(or any such affiliate) or any or all of its property is subject
to any agreement, order, judgment or decree providing for
Customer's dissolution, winding-up, liquidation, merger,
consolidation, reorganization or for the appointment of a
receiver, liquidator, trustee, conservator, custodian or similar
officer of Customer, such affiliate or such property;
(e)  Carr is informed of Customer's death or mental incapacity;
or
(f)  If an attachment or similar order is levied against the
Account or any other account maintained by a Customer or any
affiliate of Customer with Carr;
     Carr shall have the right to (i) satisfy any obligations due
     Carr  out  of any Customer's property (also referred  to  as
     "Collateral")  in Carr's custody or control, (ii)  liquidate
     any  or all of Customer's commodity interest positions, such
     liquidation   shall  include  transactions   involving   the
     exchange of futures for cash commodities or the exchange  of
     futures  in  connection  with cash  commodity  transactions,
     (iii)  cancel  any or all of Customer's outstanding  orders,
     (iv) treat any or all of Customer's obligations due Carr  as
     immediately  due  and  payable,  (v)  sell  any  or  all  of
     Customer's  property in Carr's custody or  control  in  such
     manner  as  Carr  determines to be commercially  reasonable,
     and/or  (vi) terminate any or all of Carr's obligations  for
     future performance to Customer, all without any notice to or
     demand  on Customer if deemed necessary by Carr.   Any  sale
     hereunder may be made in any commercially reasonable manner.
     Customer  agrees that a prior demand, call or  notice  shall
     not  be  considered a waiver of Carr's right to act  without
     demand or notice as herein provided, that Customer shall  at
     all  times  be  liable for the payment of any debit  balance
     owing  in each Account upon demand whether occurring upon  a
     liquidation  as provided under this Section 15 or  otherwise
     under  this Agreement, and that in all cases Customer  shall
     be liable for any deficiency remaining in each

<PAGE>

     Account in the event of liquidation thereof in whole  or  in
     part  together with interest thereon and all costs  relating
     to   liquidation   and   collection  (including   reasonable
     attorneys'  fees).   In  the event that  the  provisions  of
     Section  15,  which  relate  to Collateral  in  any  account
     carried   by  Carr  for  Customer  other  than  an   Account
     instituted  hereunder,  conflict with  the  agreement  under
     which   such  other  account  was  instituted,  such   other
     agreement  between Carr and Customer shall  take  precedence
     over the provisions of this Section 15.

16.  CUSTOMER REPRESENTATIONS, WARRANTIES AND AGREEMENTS

     Customer  represents and warrants to and  agrees  with  Carr
     that:

     (a)  Customer has full power and authority to enter into this
          Agreement and to engage in the transactions and perform its
          obligations hereunder and contemplated hereby, and:

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

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

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

(c)  Any financial statements or other information furnished in
connection therewith are true, correct and complete.  Except as
disclosed in writing, (i) Customer is not a commodity pool or is
exempt from registration under the rules of the CFTC, and (ii)
Customer is acting solely as principal and no one other than
Customer has any interest in any Account of Customer.  Customer
hereby authorizes Carr to contact such banks, financial
institutions and credit agencies as Carr shall deem appropriate
for verification of the information contained herein;
(d)  Customer has determined that trading in commodity interests
is appropriate for Customer, is prudent in all respects and does
not and will not violate Customer's charter or by-laws (or other
comparable governing document) or any law, rule, regulation,
judgment, decree, order or agreement to which Customer or its
property is subject or bound;
(e)  As required by CFTC regulations, Customer shall create,
retain and produce upon request of the applicable contract
market, the CFTC or other regulatory authority documents (such as
contracts, confirmations, telex printouts, invoices an documents
of title) with respect to cash transactions underlying exchanges
of futures for cash commodities or exchange of futures in
connection with cash commodity transactions;
(f)  Customer consents to the electronic recording, at Carr's
discretion, of any or all telephone conversations with Carr
(without automatic tone warning device); the use of same as
evidence by either party in any action or proceeding arising out
of the Agreement and in Carr's erasure, at its discretion, of any
recording as part of its regular procedure for handling of
recordings;
(g)  Absent a separate written agreement between Customer and
Carr with respect to give-ups, Carr, in its discretion, may, but
shall have no obligation to, accept from other brokers commodity
interest transactions executed by such brokers on an exchange for
Customer and proposed to be "given-up" to Carr for clearance
and/or carrying in the Account;






<PAGE>

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

(i)  If Customer is subject to the Financial Institution Reform,
Recovery and Enforcement Act of 1989, the certified resolutions
set forth following this Agreement have been caused to be
reflected in the minutes of Customer's Board of Directors (or
other comparable governing body) and this Agreement is and shall
be, continuously from the date hereof, an official record of
Customer.
     Customer agrees to promptly notify Carr in writing if any of
     the warranties and representations contained in this Section
     16  become  inaccurate  or in any  way  cease  to  be  true,
     complete and correct.

17.  SUCCESSORS AND ASSIGNS

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

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

     This  Agreement may only be altered, modified or amended  by
     mutual  written  consent  of the parties.   The  rights  and
     remedies  conferred upon Carr shall be cumulative,  and  its
     forbearance  to  take any remedial action  available  to  it
     under  this Agreement shall not waive its right at any  time
     or from time to time thereafter to take such action.

19.  SEVERABILITY

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

<PAGE>

20.  CAPTIONS

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

21.  TERMINATION

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

22.  ENTIRE AGREEMENT

     This   Agreement  (as  amended  by  the  attached   Customer
     Agreement dated the date hereof into which this Agreement is
     incorporated by reference) constitutes the entire  agreement
     between Customer and Carr with respect to the subject matter
     hereof  and  supersedes  any prior  agreements  between  the
     parties with respect to such subject matter.

23.  GOVERNING LAW; CONSENT TO JURISDICTION

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









<PAGE>

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

24.  ARBITRATION AGREEMENT (OPTIONAL)

     Every  dispute between Customer and Carr arising out  of  or
     relating  to the making or performance of this Agreement  or
     any transaction pursuant to this Agreement, shall be settled
     by arbitration in accordance with the rules, then in effect,
     of  the  National  Futures Association, the contract  market
     upon  which  the transacting giving rise to  the  claim  was
     executed, or the National Association of Securities  Dealers
     as  Customer  may  elect.  If Customer does  not  make  such
     election  by registered mail addressed to Carr at  10  South
     Wacker   Drive,   Suite  1100,  Chicago,   Illinois   60606,
     Attention:   Legal/Compliance  Department,  within  45  days
     after  demand by Carr that the Customer make such  election,
     then  Carr may make such election.  Carr agrees to  pay  any
     incremental fees which may be assessed by a qualified  forum
     for  making available a "mixed panel" of arbitrators, unless
     the  arbitrators determine that Customer has  acted  in  bad
     faith in initiating or conducting the proceedings.  Judgment
     upon any aware rendered by the arbitrators may be entered in
     any court having jurisdiction thereof.

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

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

     BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT
     TO SUE IN A COURT OF LAW AND (2) ARE AGREEING TO BE BOUND BY
     ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR CARR
     MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT.  YOU

<PAGE>

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

     YOU NEED NOT AGREE TO THIS ARBITRATION AGREEMENT TO OPEN  AN
     ACCOUNT WITH CARR.

     See 17 CFR 1890.1-180.5.

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

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

     Without  its  prior notice, Customer agrees that  when  Carr
     executes sell or buy orders on Customer's behalf, Carr,  its
     directors, officers, employees, agents, affiliates, and  any
     floor   broker  may  take  the  other  side  of   customer's
     transaction  through any Account of such person  subject  to
     its  being  executed a prevailing prices in accordance  with
     and  subject  to  the  limitations and conditions,  if  any,
     contained in applicable rules and regulations.

26.  AUTHORIZATION TO TRANSFER FUNDS (OPTIONAL)

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

27.  ELECTRONIC TRANSMISSION OF STATEMENTS (OPTIONAL)

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

<PAGE>

28.  SUBORDINATION AGREEMENT

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

     Funds of customers trading on United States contract markets
     may  be  held in accounts denominated in a foreign  currency
     with  depositories  located outside  or  inside  the  United
     States or its territories if the customer is domiciled in  a
     foreign country or if the funds are held in connection  with
     contracts  priced and settled in a foreign  currency.   Such
     accounts  are  subject to the risk that events  could  occur
     which hinder or prevent the availability of these funds  for
     distribution  to  customers.   Such  accounts  also  may  be
     subject to foreign currency exchange rate risks.

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

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

<PAGE>OPTIONAL ELECTIONS/ACKNOWLEDGMENT

The  following provisions, which are set forth in this Agreement,
need  not  be entered into to open the Account.  Customer  agrees
that its optional elections are as follows:

Signature required for each election

ARBITRATION AGREEMENT
(Agreement Paragraph 24)                                  (Date)

CONSENT TO TAKE THE OTHER SIDE   X    /s/    Mark   J.    Hawley
OF ORDERS (Agreement Paragraph   12-1-97
25)                                                       (Date)

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

CONSENT TO RECEIVE STATEMENTS
BY ELECTRONIC TRANSMISSION       X    /s/    Mark   J.    Hawley
(Agreement Paragraph 27)         12-1-97
                                                          (Date)

ACKNOWLEDGMENT OF SUBORDINATION
AGREEMENT (Agreement Paragraph
28) (Required for accounts       X    /s/    Mark   J.    Hawley
holding non-U.S. currency)       12-1-97
                                                          (Date)


HEDGE ELECTION

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

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

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

B)   Attempt   to  obtain  instructions  with  respect   to   the
     disposition of all open contracts.

(If neither box is checks, Customer shall be deemed to elect A).)

<PAGE>ACKNOWLEDGMENT OF RECEIPT OF RISK DISCLOSURE STATEMENTS

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

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

REQUIRED SIGNATURES

CUSTOMER

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

DEAN WITTER PRINCIPAL PLUS FUND MANAGEMENT L.P.
Customer name(s)
By:  Demeter Management Corporation

By:_    /s/   Mark   J.   Hawley   ______________________________
December 1, 1997
Authorized signature(s)                            Date

Mark J. Hawley, President
[If applicable, print name and title of signatory]



CARR FUTURES INC.

Accepted and Agreed:

Carr Futures Inc.

By:                              By:
_______________________________  _______________________________
__                               __

Title:                           Title:
_______________________________  _______________________________
_                                _

Date: December 1, 1997           Date:
                                 _______________________________
                                 _