WITTER DEAN CORNERSTONE FUND II
AMENDMENT TO MANAGEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO MANAGEMENT AGREEMENT
<TEXT>




                                                                    EXHIBIT 10.1

                                    AMENDMENT

                                        TO

                              MANAGEMENT AGREEMENT

        WHEREAS,  DEMETER MANAGEMENT  CORPORATION,  a Delaware  corporation (the
"General  Partner")  on behalf of DEAN  WITTER  CORNERSTONE  FUND II, a New York
limited partnership (the  "Partnership"),  and JOHN W. HENRY & COMPANY,  INC., a
Florida corporation (the "Trading Manager"), have agreed to amend the Management
Agreement,  dated as of November 14, 1983, as amended by Amendment to Management
Agreement,  dated as of February 1, 1998 (together, the "Management Agreement"),
among the Partnership,  the General Partner,  and the Trading Manager, to change
the management fee payable to the Trading Manager.

        WHEREAS,  all provisions contained in the Management Agreement remain in
full force and effect and are modified  only to the extent  necessary to provide
for the amendment set forth below.

        NOW, THEREFORE, the parties hereto hereby amend the Management Agreement
as follows:

        1.  The  monthly  management  fee rate of 1/3 of 1% (a 4%  annual  rate)
referred to in Section 7(a)(i) of the Management  Agreement is hereby changed to
7/24 of 1% (a 3.5% annual rate).

        2. The foregoing change shall take effect as of December 1, 2000.



<PAGE>


        IN WITNESS WHEREOF,  this Amendment to the Management Agreement has been
executed  for and on behalf of the  undersigned  as of the 30th day of November,
2000.

                                          DEAN WITTER CORNERSTONE FUND II

                                          By:   Demeter Management Corporation,
                                                General Partner


                                          By:   /s/ Robert E. Murray
                                             -----------------------------------
                                                Name:  Robert E. Murray
                                                Title:  President



                                          DEMETER MANAGEMENT CORPORATION


                                          By:   /s/ Robert E. Murray
                                             -----------------------------------
                                                Name:  Robert E. Murray
                                                Title:  President



                                          JOHN W. HENRY & COMPANY, INC


                                          By:   /s/ V. Sedlacek
                                             -----------------------------------
                                                Name:  Verne Sedlacek
                                                Title:  President


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</DOCUMENT>
