Exhibit 10.07

CARR FUTURES INC.
10 South Wacker Drive, Suite 1100
Chicago, IL 60606
Facsimile (312) 441-4201



               INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT

     MASTER  AGREEMENT  dated as of August 1, 1997,  by and between CARR FUTURES
INC., a Delaware corporation and DEAN WITTER CORNERSTONE FUND III

SECTION 1.   DEFINITIONS

             Unless otherwise required by the context, the following terms shall
             have the following meanings in the Agreement:

             "Agreement" has the meaning given to it in Section 2.2.

             "Base  Currency",  as to a Party,  means the Currency  agreed to as
             such in relation to it in Part VII of the Schedule.

             "Business  Day" means for purposes of: (i) clauses (i),  (viii) and
             (xii) of the definition of Event of Default, a day which is a Local
             Banking Day for the  Non-Defaulting  Party; (ii) solely in relation
             to delivery of a  Currency,  a day which is a Local  Banking Day in
             relation to that  Currency;  and (iii) any other  provision  of the
             Agreement,  a day which is a Local  Banking Day for the  applicable
             Designated Offices of both Parties; provided, however, that neither
             Saturday  nor Sunday  shall be  considered  a Business  Day for any
             purpose.

             "Close-Out Amount" has the meaning given to it in Section 5.1.

             "Close-Out  Date" means a day on which,  pursuant to the provisions
             of Section  5.1,  the  Non-Defaulting  Party  closes  out  Currency
             Obligations or such a close-out occurs automatically.

             "Closing  Gain",  as  to  the   Non-Defaulting   Party,  means  the
             difference described as such in relation to a particular Value Date
             under the provisions of Section 5.1.

             "Closing  Loss",  as  to  the   Non-Defaulting   Party,  means  the
             difference described as such in relation to a particular Value Date
             under the provisions of Section 5.1.

             "Confirmation"  means a writing  (including  telex,  facsimile,  or
             other  electronic means from which it is possible to produce a hard
             copy) evidencing an FX Transaction, and specifying:

             (i)    the Parties  thereto and their  Designated  Offices  through
                    which they are respectively acting,

             (ii)   the amounts of the  Currencies  being  bought or sold and by
                    which Party,

             (iii)  the Value Date, and

             (iv)   any other  term  generally  included  in such a  writing  in
                    accordance  with  the  practice  of  the  relevant   foreign
                    exchange market.

             "Credit Support" has the meaning given to it in Section 5.2.

             "Credit Support Document", as to a Party (the "first Party"), means
             a guaranty,  hypothecation agreement,  margin or security agreement
             or document,  or any other  document  containing an obligation of a
             third party  ("Credit  Support  Provider") or of the first Party in
             favor of the other Party  supporting  any  obligations of the first
             Party under the Agreement.

             "Credit  Support  Provider"  has  the  meaning  given  to it in the
             definition of Credit Support Document.

             "Currency"  means money  denominated in the lawful  currency of any
             country or the Ecu.

             "Currency  Obligation" means any obligation of a Party to deliver a
             Currency  pursuant  to an FX  Transaction  or  the  application  of
             Section 3.3(a) or (b).

             "Custodian"  has  the  meaning  given  to it in the  definition  of
             Insolvency Proceeding.

             "Defaulting Party" has the meaning given to it in the definition of
             Event of Default.

             "Designated Office(s)",  as to a Party, means the office or offices
             specified in Part II of the Schedule.

             "Effective Date" means the date of this Master Agreement.

             "Event of Default"  means the  occurrence  of any of the  following
             with respect to a Party (the  "Defaulting  Party",  the other Party
             being the "Non-Defaulting Party"):

             (i)    the  Defaulting  Party shall (A) default in any payment when
                    due under the  Agreement  to the  Non-Defaulting  Party with
                    respect to any Currency  Obligation  and such failure  shall
                    continue for two (2) Business Days after the  Non-Defaulting
                    Party has  given  the  Defaulting  Party  written  notice of
                    non-payment, or (B) fail to perform or comply with any other
                    obligation  assumed  by it  under  the  Agreement  and  such
                    failure   is   continuing   thirty   (30)  days   after  the
                    Non-Defaulting  Party has given the Defaulting Party written
                    notice thereof;

             (ii)   the Defaulting  Party shall commence a voluntary  Insolvency
                    Proceeding or shall take any  corporate  action to authorize
                    any such Insolvency Proceeding;

             (iii)  a  governmental  authority or  self-regulatory  organization
                    having  jurisdiction over either the Defaulting Party or its
                    assets  in the  country  of its  organization  or  principal
                    office (A) shall  commence  an  Insolvency  Proceeding  with
                    respect to the  Defaulting  Party or its assets or (B) shall
                    take any action under any  bankruptcy,  insolvency  or other
                    similar  law or any  banking,  insurance  or similar  law or
                    regulation  governing the operation of the Defaulting  Party
                    which may prevent the Defaulting  Party from  performing its
                    obligations under the Agreement as and when due;

             (iv)   an involuntary Insolvency Proceeding shall be commenced with
                    respect  to the  Defaulting  Party or its assets by a person
                    other  than  a  governmental  authority  or  self-regulatory
                    organization  having jurisdiction over either the Defaulting
                    Party or its assets in the  country of its  organization  or
                    principal office and such Insolvency  Proceeding (A) results
                    in  the   appointment  of  a  Custodian  or  a  judgment  of
                    insolvency  or  bankruptcy  or the  entry  of an  order  for
                    winding-up,  liquidation,  reorganization  or other  similar
                    relief,  or (B) is not dismissed within five (5) days of its
                    institution or presentation;

             (v)    the  Defaulting  Party is bankrupt or insolvent,  as defined
                    under any bankruptcy or insolvency law applicable to it;

             (vi)   the Defaulting Party fails, or shall otherwise be unable, to
                    pay its debts as they become due;

             (vii)  the  Defaulting  Party or any Custodian  acting on behalf of
                    the Defaulting Party shall disaffirm,  disclaim or repudiate
                    any Currency Obligation;

             (viii) any  representation or warranty made or given or deemed made
                    or given by the  Defaulting  Party pursuant to the Agreement
                    or any  Credit  Support  Document  shall  prove to have been
                    false or misleading  in any material  respect as at the time
                    it was  made or given or  deemed  made or given  and one (1)
                    Business Day has elapsed after the Non-Defaulting  Party has
                    given the Defaulting Party written notice thereof;

             (ix)   the Defaulting  Party  consolidates  or amalgamates  with or
                    merges into or transfers all or substantially all its assets
                    to  another  entity  and  (A)  the  creditworthiness  of the
                    resulting,  surviving  or  transferee  entity is  materially
                    weaker  than  that of the  Defaulting  Party  prior  to such
                    action,   or  (B)  at  the   time  of  such   consolidation,
                    amalgamation, merger or transfer the resulting, surviving or
                    transferee entity fails to assume all the obligations of the
                    Defaulting  Party under the Agreement by operation of law or
                    pursuant to an agreement  satisfactory to the Non-Defaulting
                    Party;

             (x)    by  reason  of any  default,  or event of  default  or other
                    similar  condition  or  event,  any  Specified  Indebtedness
                    (being  Specified  Indebtedness  of an  amount  which,  when
                    expressed in the  Currency of the  Threshold  Amount,  is in
                    aggregate equal to or in excess of the Threshold  Amount) of
                    the  Defaulting  Party or any  Credit  Support  Provider  in
                    relation to it: (A) is not paid on the due date therefor and
                    remains  unpaid  after  any  applicable   grace  period  has
                    elapsed,  or (B) becomes,  or becomes capable at any time of
                    being  declared,   due  and  payable  under   agreements  or
                    instruments evidencing such Specified Indebtedness before it
                    would otherwise have been due and payable;

             (xi)   the  Defaulting  Party is in breach of or default  under any
                    Specified  Transaction  and any applicable  grace period has
                    elapsed,   and  there  occurs  any   liquidation   or  early
                    termination of, or acceleration of obligations  under,  that
                    Specified  Transaction  or  the  Defaulting  Party  (or  any
                    Custodian on its behalf) disaffirms, disclaims or repudiates
                    the whole or any part of a Specified Transaction;

             (xii)  (A) any Credit Support  Provider of the Defaulting  Party or
                    the Defaulting  Party itself fails to comply with or perform
                    any agreement or obligation to be complied with or performed
                    by it in  accordance  with  the  applicable  Credit  Support
                    Document and such failure is continuing after any applicable
                    grace period has elapsed;  (B) any Credit  Support  Document
                    relating to the Defaulting  Party expires or ceases to be in
                    full  force  and  effect  prior to the  satisfaction  of all
                    obligations  of the  Defaulting  Party under the  Agreement,
                    unless  otherwise  agreed in writing  by the  Non-Defaulting
                    Party;  (C)  the  Defaulting  Party  or any  Credit  Support
                    Provider of the  Defaulting  Party (or, in either case,  any
                    Custodian  acting on its behalf)  disaffirms,  disclaims  or
                    repudiates,  in whole or in part, or challenges the validity
                    of, any Credit Support Document;  (D) any  representation or
                    warranty made or given or deemed made or given by any Credit
                    Support  Provider of the  Defaulting  Party  pursuant to any
                    Credit  Support  Document  shall prove to have been false or
                    misleading  in any  material  respect  as at the time it was
                    made or given or deemed  made or given and one (1)  Business
                    Day has elapsed after the Non-Defaulting Party has given the
                    Defaulting  Party written notice  thereof;  or (E) any event
                    set out in (ii) to (vii)  or (ix) to (xi)  above  occurs  in
                    respect of any Credit  Support  Provider  of the  Defaulting
                    Party; or

             (xiii) any other  condition  or event  specified  in Part IX of the
                    Schedule  or in  Section  8.14  if  made  applicable  to the
                    Agreement in Part XI of the Schedule.

             "FX Transaction" means any transaction  between the Parties for the
             purchase by one Party of an agreed  amount in one Currency  against
             the  sale  by it to  the  other  of an  agreed  amount  in  another
             Currency,  both such amounts  either being  deliverable on the same
             Value  Date or,  if the  Parties  have so  agreed in Part VI of the
             Schedule,  being  cash-settled  in a single  Currency,  which is or
             shall  become  subject  to the  Agreement  and in  respect of which
             transaction the Parties have agreed (whether orally, electronically
             or in  writing):  the  Currencies  involved,  the  amounts  of such
             Currencies  to be  purchased  and sold,  which Party will  purchase
             which Currency and the Value Date.

             "Insolvency  Proceeding"  means  a case  or  proceeding  seeking  a
             judgment of or arrangement for insolvency, bankruptcy, composition,
             rehabilitation,    reorganization,    administration,   winding-up,
             liquidation  or other similar relief with respect to the Defaulting
             Party or its debts or  assets,  or  seeking  the  appointment  of a
             trustee,   receiver,   liquidator,   conservator,    administrator,
             custodian or other similar  official  (each, a "Custodian")  of the
             Defaulting Party or any substantial  part of its assets,  under any
             bankruptcy,  insolvency  or  other  similar  law  or  any  banking,
             insurance or similar law governing the operation of the  Defaulting
             Party.

             "LIBOR",  with respect to any Currency and date,  means the average
             rate at which deposits in the Currency for the relevant  amount and
             time  period  are  offered by major  banks in the London  interbank
             market as of 11:00 a.m.  (London  time) on such date,  or, if major
             banks  do not  offer  deposits  in  such  Currency  in  the  London
             interbank  market on such date,  the average rate at which deposits
             in the Currency for the relevant amount and time period are offered
             by major banks in the relevant foreign exchange market at such time
             on  such  date  as  may  be  determined  by the  Party  making  the
             determination.

             "Local  Banking  Day"  means (i) for any  Currency,  a day on which
             commercial  banks effect  deliveries of that Currency in accordance
             with the market practice of the relevant  foreign  exchange market,
             and (ii) for any Party,  a day in the  location  of the  applicable
             Designated  Office of such Party on which  commercial banks in that
             location are not authorized or required by law to close.

             "Master Agreement" means the terms and conditions set forth in this
             Master Agreement, including the Schedule.

             "Matched Pair Novation Netting  Office(s)",  in respect of a Party,
             means the Designated Office(s) specified in Part V of the Schedule.

             "Non-Defaulting   Party"  has  the  meaning  given  to  it  in  the
             definition of Event of Default.

             "Novation  Netting  Office(s)",  in respect  of a Party,  means the
             Designated Office(s) specified in Part V of the Schedule.

             "Parties"  means the  parties  to the  Agreement,  including  their
             successors  and  permitted  assigns (but  without  prejudice to the
             application of clause (ix) of the definition Event of Default); and
             the term "Party" shall mean whichever of the Parties is appropriate
             in the context in which such expression may be used.

             "Proceedings" means any suit, action or other proceedings  relating
             to the Agreement or any FX Transaction.

             "Schedule"  means the Schedule  attached to and part of this Master
             Agreement,  as it may be amended  from time to time by agreement of
             the Parties.

             "Settlement  Netting  Office(s)",  in respect of a Party, means the
             Designated Office(s) specified in Part V of the Schedule.

             "Specified  Indebtedness"  means any obligation (whether present or
             future,   contingent  or  otherwise,  as  principal  or  surety  or
             otherwise) in respect of borrowed  money,  other than in respect of
             deposits received.

             "Specified   Transaction"  means  any  transaction   (including  an
             agreement with respect  thereto) between one Party to the Agreement
             (or any Credit Support  Provider of such Party) and the other Party
             to the  Agreement  (or any Credit  Support  Provider of such Party)
             which  is  a  rate  swap  transaction,  basis  swap,  forward  rate
             transaction,  commodity swap,  commodity  option,  equity or equity
             linked swap, equity or equity index option,  bond option,  interest
             rate option, foreign exchange transaction,  cap transaction,  floor
             transaction,   collar   transaction,   currency  swap  transaction,
             cross-currency rate swap transaction,  currency option or any other
             similar  transaction  (including  any option with respect to any of
             these  transactions)  or any  combination  of any of the  foregoing
             transactions.

             "Spot Date" means the spot  delivery day for the  relevant  pair of
             Currencies  as  generally  used by the  relevant  foreign  exchange
             market.

             "Threshold  Amount"  means the  amount  specified  as such for each
             Party in Part VIII of the Schedule.

             "Value  Date"  means,  with  respect  to  any FX  Transaction,  the
             Business  Day (or where  market  practice in the  relevant  foreign
             exchange market in relation to the two Currencies involved provides
             for delivery of one  Currency on one date which is a Local  Banking
             Day in relation to that Currency but not to the other  Currency and
             for delivery of the other Currency on the next Local Banking Day in
             relation to that other Currency  ("Split  Settlement")  the two (2)
             Local Banking Days in accordance with that market  practice) agreed
             by the Parties for delivery of the  Currencies  to be purchased and
             sold  pursuant to such FX  Transaction,  and,  with  respect to any
             Currency  Obligation,  the  Business  Day (or, in the case of Split
             Settlement, Local Banking Day) upon which the obligation to deliver
             Currency pursuant to such Currency Obligation is to be performed.

SECTION 2.   FX TRANSACTIONS

             2.1 Scope of the Agreement.  The Parties  (through their respective
             Designated  Offices)  may  enter  into FX  Transactions,  for  such
             quantities  of such  Currencies,  as may be agreed  subject  to the
             terms  of the  Agreement;  provided  that  neither  Party  shall be
             required  to enter into any FX  Transaction  with the other  Party.
             Unless  otherwise  agreed  in  writing  by  the  Parties,  each  FX
             Transaction  entered into between Designated Offices of the Parties
             on or after the Effective  Date shall be governed by the Agreement.
             Each FX  Transaction  between  any two  Designated  Offices  of the
             Parties  outstanding  on the Effective  Date which is identified in
             Part I of the Schedule shall also be governed by the Agreement.

             2.2 Single  Agreement.  This  Master  Agreement,  the terms  agreed
             between the Parties with respect to each FX  Transaction  (and,  to
             the extent recorded in a Confirmation, each such Confirmation), and
             all  amendments  to any of  such  items  shall  together  form  the
             agreement  between the Parties (the "Agreement") and shall together
             constitute  a single  agreement  between the  Parties.  The Parties
             acknowledge  that all FX Transactions  are entered into in reliance
             upon such fact,  it being  understood  that the  Parties  would not
             otherwise enter into any FX Transaction.

             2.3  Confirmations.  FX Transactions shall be promptly confirmed by
             the Parties by Confirmations exchanged by mail, telex, facsimile or
             other  electronic means from which it is possible to produce a hard
             copy.  The  failure  by a Party to issue a  Confirmation  shall not
             prejudice or invalidate the terms of any FX Transaction.

             2.4 Inconsistencies.  In the event of any inconsistency between the
             provisions  of  the  Schedule  and  the  other  provisions  of  the
             Agreement,   the  Schedule  will  prevail.  In  the  event  of  any
             inconsistency  between  the terms of a  Confirmation  and the other
             provisions of the Agreement,  the other provisions of the Agreement
             shall  prevail,  and the  Confirmation  shall not  modify the other
             terms of the Agreement.

SECTION 3.   SETTLEMENT AND NETTING

             3.1  Settlement.  Subject to Sections 3.2 and 3.3, each Party shall
             deliver  to the  other  Party  the  amount  of the  Currency  to be
             delivered by it under each  Currency  Obligation  on the Value Date
             for such Currency Obligation.

             3.2 Settlement Netting.  If, on any date, more than one delivery of
             a particular  Currency  under  Currency  Obligations  is to be made
             between a pair of Settlement Netting Offices, then each Party shall
             aggregate the amounts of such Currency  deliverable  by it and only
             the difference  between these aggregate  amounts shall be delivered
             by the Party owing the larger  aggregate amount to the other Party,
             and,  if the  aggregate  amounts  are  equal,  no  delivery  of the
             Currency shall be made.

             3.3 Novation Netting.

             (a)  By  Currency.  If the  Parties  enter  into an FX  Transaction
                  through a pair of Novation  Netting  Offices  giving rise to a
                  Currency  Obligation  for the same  Value Date and in the same
                  Currency as a then existing  Currency  Obligation  between the
                  same pair of Novation Netting  Offices,  then immediately upon
                  entering  into  such  FX   Transaction,   each  such  Currency
                  Obligation shall  automatically  and without further action be
                  individually  canceled  and  simultaneously  replaced by a new
                  Currency Obligation for such Value Date determined as follows:
                  the amounts of such  Currency that would  otherwise  have been
                  deliverable  by  each  Party  on  such  Value  Date  shall  be
                  aggregated  and the Party  with the  larger  aggregate  amount
                  shall have a new Currency  Obligation  to deliver to the other
                  Party the  amount  of such  Currency  by which  its  aggregate
                  amount exceeds the other Party's  aggregate  amount,  provided
                  that if the  aggregate  amounts  are  equal,  no new  Currency
                  Obligation shall arise.  This Section 3.3 shall not affect any
                  other Currency  Obligation of a Party to deliver any different
                  Currency on the same Value Date.

             (b)  By Matched Pair.  If the Parties enter into an FX  Transaction
                  between a pair of Matched Pair Novation  Netting  Offices then
                  the  provisions of Section  3.3(a) shall apply only in respect
                  of Currency  Obligations  arising by virtue of FX Transactions
                  entered  into  between  such  pair of  Matched  Pair  Novation
                  Netting  Offices and involving the same pair of Currencies and
                  the same Value Date.

             3.4 General.

             (a)  Inapplicability  of Sections  3.2 and 3.3. The  provisions  of
                  Sections  3.2 and 3.3 shall not apply if a Close-Out  Date has
                  occurred or a voluntary or involuntary  Insolvency  Proceeding
                  or action of the kind described in clause (ii),  (iii) or (iv)
                  of the  definition  of Event of Default has  occurred  without
                  being dismissed in relation to either Party.

             (b)  Failure to Record.  The  provisions of Section 3.3 shall apply
                  notwithstanding  that either  Party may fail to record the new
                  Currency Obligations in its books.

             (c)  Cutoff  Date and  Time.  The  provisions  of  Section  3.3 are
                  subject to any cut-off  date and cut-off  time agreed  between
                  the  applicable  Novation  Netting  Offices and  Matched  Pair
                  Novation Netting Offices of the Parties.

SECTION 4.   REPRESENTATIONS, WARRANTIES AND COVENANTS

             4.1  Representations  and  Warranties.  Each Party  represents  and
             warrants to the other Party as of the Effective  Date and as of the
             date of each FX  Transaction  that:  (i) it has  authority to enter
             into  the  Agreement  (including  such FX  Transaction);  (ii)  the
             persons entering into the Agreement (including such FX Transaction)
             on its  behalf  have  been  duly  authorized  to do so;  (iii)  the
             Agreement  (including  such FX  Transaction) is binding upon it and
             enforceable  against it in  accordance  with its terms  (subject to
             applicable bankruptcy,  reorganization,  insolvency,  moratorium or
             similar laws affecting  creditors'  rights generally and applicable
             principles  of equity)  and does not and will not violate the terms
             of any  agreements  to which such Party is bound;  (iv) no Event of
             Default,  or event  which,  with  notice  or lapse of time or both,
             would  constitute  and  Event  of  Default,  has  occurred  and  is
             continuing  with  respect  to it; and (v) it acts as  principal  in
             entering into each FX Transaction;  and (vi) if the Parties have so
             specified in Part XV of the Schedule,  it makes the representations
             and warranties set forth in such Part XV.

             4.2 Covenants. Each Party covenants to the other Party that: (i) it
             will at all times  obtain and  comply  with the terms of and do all
             that  is  necessary  to  maintain  in full  force  and  effect  all
             authorizations, approvals, licenses and consents required to enable
             it lawfully to perform its obligations under the Agreement; (ii) it
             will promptly notify the other Party of the occurrence of any Event
             of Default with respect to itself or any Credit Support Provider in
             relation to it; and (iii) if the Parties have set forth  additional
             covenants in Part XVI of the  Schedule,  it makes the covenants set
             forth in such Part XVI.

SECTION 5.   CLOSE-OUT AND LIQUIDATION

             5.1 Manner of Close-Out and Liquidation. (a) Close-Out. If an Event
             of Default has occurred and is continuing,  then the Non-Defaulting
             Party shall have the right to close-out all, but not less than all,
             outstanding Currency Obligations (including any Currency Obligation
             which has not been performed and in respect of which the Value Date
             is on or precedes the Close-Out  Date) except to the extent that in
             the good faith opinion of the Non-Defaulting  Party certain of such
             Currency  Obligations may not be closed-out  under  applicable law.
             Such  close-out  shall be effective  upon receipt by the Defaulting
             Party of notice that the  Non-Defaulting  Party is terminating such
             Currency   Obligations.   Notwithstanding  the  foregoing,   unless
             otherwise  agreed by the Parties in Part X of the Schedule,  in the
             case of an Event of  Default in clause  (ii),  (iii) or (iv) of the
             definition  thereof  with  respect to a Party and, if agreed by the
             Parties in Part IX of the Schedule,  in the case of any other Event
             of  Default  specified  and so agreed in Part IX with  respect to a
             Party,  close-out shall be automatic as to all outstanding Currency
             Obligations,  as of the time immediately  preceding the institution
             of the relevant Insolvency Proceeding or action. The Non-Defaulting
             Party shall have the right to liquidate  such  closed-out  Currency
             Obligations as provided below.

             (b) Liquidation.  Liquidation of Currency Obligations terminated by
             close-out shall be effected as follows:

                  (i)    Calculating  Closing Gain or Loss.  The  Non-Defaulting
                         Party shall  calculate  in good faith,  with respect to
                         each such terminated Currency Obligation, except to the
                         extent   that  in  the  good   faith   opinion  of  the
                         Non-Defaulting   Party   certain   of   such   Currency
                         Obligations  may not be liquidated  as provided  herein
                         under  applicable  law, as of the Close-Out  Date or as
                         soon thereafter as reasonably practicable,  the Closing
                         Gain, or, as appropriate, the Closing Loss, as follows:

                         (A)  for   each   Currency   Obligation   calculate   a
                              "Close-Out Amount" as follows:

                              (1)  in the case of a  Currency  Obligation  whose
                                   Value  Date is the same as or is  later  than
                                   the  Close-Out   Date,  the  amount  of  such
                                   Currency Obligation; or

                              (2)  in the case of a  Currency  Obligation  whose
                                   Value Date precedes the Close-Out  Date,  the
                                   amount of such Currency Obligation increased,
                                   to the extent permitted by applicable law, by
                                   adding  interest  thereto from and  including
                                   the Value Date to but excluding the Close-Out
                                   Date at overnight LIBOR; and

                              (3)  for each such amount in a Currency other than
                                   the  Non-Defaulting  Party's  Base  Currency,
                                   convert  such amount into the  Non-Defaulting
                                   Party's Base Currency at the rate of exchange
                                   at which, at the time of the calculation, the
                                   Non-Defaulting   Party   can  buy  such  Base
                                   Currency  with or against the Currency of the
                                   relevant Currency Obligation for delivery (x)
                                   if the Value Date of such Currency Obligation
                                   is on or after  the Spot Date as of such time
                                   of calculation for the Base Currency,  on the
                                   Value Date of that Currency Obligation or (y)
                                   if such Value Date  precedes  such Spot Date,
                                   for delivery on such Spot Date (or, in either
                                   case,   if  such  rate  of  exchange  is  not
                                   available,  conversion  shall be accomplished
                                   by  the   Non-Defaulting   Party   using  any
                                   commercially reasonable method); and

                         (B)  determine in relation to each Value Date:  (1) the
                              sum of all Close-Out  Amounts relating to Currency
                              Obligations under which the  Non-Defaulting  Party
                              would  otherwise have been entitled to receive the
                              relevant  amount on that Value  Date;  and (2) the
                              sum of all Close-Out  Amounts relating to Currency
                              Obligations under which the  Non-Defaulting  Party
                              would  otherwise  have been obliged to deliver the
                              relevant  amount to the  Defaulting  Party on that
                              Value Date; and

                         (C)  if the sum determined under (B)(1) is greater than
                              the sum  determined  under (B)(2),  the difference
                              shall be the Closing Gain for such Value Date;  if
                              the sum  determined  under (B)(1) is less than the
                              sum determined under (B)(2),  the difference shall
                              be the Closing Loss for such Value Date.

                  (ii)   Determining  Present Value. To the extent  permitted by
                         applicable law, the  Non-Defaulting  Party shall adjust
                         the  Closing  Gain or Closing  Loss for each Value Date
                         falling  after the  Close-Out  Date to present value by
                         discounting  the Closing  Gain or Closing Loss from and
                         including the Value Date to but excluding the Close-Out
                         Date,  at  LIBOR  with  respect  to the  Non-Defaulting
                         Party's Base  Currency as at the  Close-Out  Date or at
                         such other rate as may be prescribed by applicable law.

                  (iii)  Netting.  The Non-Defaulting  Party shall aggregate the
                         following  amounts so that all such  amounts are netted
                         into a single  liquidated  amount  payable to or by the
                         Non-Defaulting  Party: (x) the sum of the Closing Gains
                         for all Value Dates (discounted to present value, where
                         appropriate,  in  accordance  with  the  provisions  of
                         Section  5.1(b)(ii))  (which for the  purposes  of this
                         aggregation  shall be a positive  figure);  and (y) the
                         sum  of  the   Closing   Losses  for  all  Value  Dates
                         (discounted to present  value,  where  appropriate,  in
                         accordance  with the provisions of Section  5.1(b)(ii))
                         (which for the purposes of the  aggregation  shall be a
                         negative figure).

                  (iv)   Settlement  Payment.  If the  resulting  net  amount is
                         positive,  it shall be payable by the Defaulting  Party
                         to the  Non-Defaulting  Party,  and if it is  negative,
                         then the absolute value of such amount shall be payable
                         by the Non-Defaulting Party to the Defaulting Party.

             5.2 Set-Off Against Credit Support. Where close-out and liquidation
             occurs in  accordance  with Section 5.1, the  Non-Defaulting  Party
             shall also be entitled (i) to set off the net payment calculated in
             accordance with Section 5.1(b)(iv) which the  Non-Defaulting  Party
             owes to the Defaulting Party, if any, against any credit support or
             other  collateral  ("Credit  Support") held by the Defaulting Party
             pursuant to a Credit Support  Document or otherwise  (including the
             liquidated  value of any non-cash Credit Support) in respect of the
             Non-Defaulting  Party's  obligations under the Agreement or (ii) to
             set off the net  payment  calculated  in  accordance  with  Section
             5.1(b)(iv)  which the Defaulting  Party owes to the  Non-Defaulting
             Party,   if  any,   against   any  Credit   Support   held  by  the
             Non-Defaulting   Party  (including  the  liquidated  value  of  any
             non-cash  Credit  Support)  in  respect of the  Defaulting  Party's
             obligations  under the  Agreement;  provided  that, for purposes of
             either such set-off,  any Credit Support  denominated in a Currency
             other  than  the  Non-Defaulting  Party's  Base  Currency  shall be
             converted  into such Base Currency at the spot price  determined by
             the Non-Defaulting Party at which, at the time of calculation,  the
             Non-Defaulting  Party  could  enter into a contract  in the foreign
             exchange market to buy the Non-Defaulting  Party's Base Currency in
             exchange for such Currency.

             5.3  Other  Foreign  Exchange  Transactions.  Where  close-out  and
             liquidation   occurs  in   accordance   with   Section   5.1,   the
             Non-Defaulting  Party  shall  also be  entitled  to  close-out  and
             liquidate,  to the extent  permitted by  applicable  law, any other
             foreign exchange transaction entered into between the Parties which
             is then  outstanding in accordance  with provisions of Section 5.1,
             with each  obligation of a Party to deliver a Currency under such a
             foreign exchange transaction being treated as if it were a Currency
             Obligation under the Agreement.

             5.4 Payment and Late Interest.  The net amount payable by one Party
             to the other Party  pursuant to the  provisions of Sections 5.1 and
             5.3 above shall be paid by the close of  business  on the  Business
             Day following the receipt by the Defaulting  Party of notice of the
             Non-Defaulting  Party's  settlement  calculation,  with interest at
             overnight  LIBOR  from  and  including  the  Close-Out  Date to but
             excluding   such  Business  Day  (and   converted  as  required  by
             applicable law into any other Currency,  any costs of conversion to
             be borne by, and  deducted  from any  payment  to,  the  Defaulting
             Party). To the extent permitted by applicable law, any amounts owed
             but not paid when due under this  Section 5 shall bear  interest at
             overnight  LIBOR (or, if conversion  is required by applicable  law
             into some other  Currency,  either  overnight LIBOR with respect to
             such other Currency or such other rate as may be prescribed by such
             applicable  law) for each day for which such amount remains unpaid.
             Any addition of interest or discounting required under this Section
             5 shall be calculated on the basis of a year of such number of days
             as is customary for transactions involving the relevant Currency in
             the relevant foreign exchange market.

             5.5 Suspension of Obligations.  Without prejudice to the foregoing,
             so long as a Party shall be in default in payment or performance to
             the other  Party  under the  Agreement  and the other Party has not
             exercised  its  rights  under  this  Section  5, or,  if  "Adequate
             Assurances" is specified as applying to the Agreement in Part XI of
             the  Schedule,  during the  pendency of a  reasonable  request to a
             Party  for  adequate  assurances  of its  ability  to  perform  its
             obligations  under the  Agreement,  the  other  Party  may,  at its
             election and without  penalty,  suspend its  obligation  to perform
             under the Agreement.

             5.6   Expenses.   The   Defaulting   Party  shall   reimburse   the
             Non-Defaulting  Party  in  respect  of all  out-of-pocket  expenses
             incurred  by  the   Non-Defaulting   Party   (including   fees  and
             disbursements of counsel,  including attorneys who may be employees
             of the  Non-Defaulting  Party) in  connection  with any  reasonable
             collection or other enforcement proceedings related to the payments
             required under the Agreement.

             5.7  Reasonable  Pre-Estimate.  The Parties  agree that the amounts
             recoverable  under this Section 5 are a reasonable  pre-estimate of
             loss and not a penalty.  Such  amounts  are payable for the loss of
             bargain and the loss of protection against future risks and, except
             as  otherwise  provided  in the  Agreement,  neither  Party will be
             entitled to recover any additional damages as a consequence of such
             losses.

             5.8 No  Limitation  of Other Rights;  Set-Off.  The  Non-Defaulting
             Party's  rights  under this  Section 5 shall be in addition to, and
             not in  limitation  or  exclusion  of, any other  rights  which the
             Non-Defaulting  Party may have (whether by agreement,  operation of
             law or  otherwise),  and, to the extent not  prohibited by law, the
             Non-Defaulting  Party  shall have a general  right of set-off  with
             respect  to all  amounts  owed by each  Party to the  other  Party,
             whether due and payable or not due and payable  (provided  that any
             amount not due and payable at the time of such  set-off  shall,  if
             appropriate,  be  discounted  to  present  value in a  commercially
             reasonable manner by the Non-Defaulting  Party). The Non-Defaulting
             Party's rights under this Section 5.8 are subject to Section 5.7.

SECTION 6.   FORCE MAJEURE, ACT OF STATE, ILLEGALITY OR IMPOSSIBILITY

             6.1 Force Majeure,  Act of State,  Illegality or Impossibility.  If
             either Party is prevented  from or hindered or delayed by reason of
             force  majeure  or act of state in the  delivery  or receipt of any
             Currency in respect of a Currency  Obligation  or if it becomes or,
             in the  good  faith  judgment  of one of the  Parties,  may  become
             unlawful  or  impossible  for either  Party to make or receive  any
             payment in respect  of a  Currency  Obligation,  then the Party for
             whom such  performance has been  prevented,  hindered or delayed or
             has become illegal or impossible shall promptly give notice thereof
             to the other  Party and either  Party  may,  by notice to the other
             Party,  require the  close-out  and  liquidation  of each  affected
             Currency  Obligation in accordance  with the provisions of Sections
             5.1 and,  for such  purposes,  the Party  unaffected  by such force
             majeure,  act of state,  illegality or  impossibility  (or, if both
             Parties are so affected,  whichever Party gave the relevant notice)
             shall perform the  calculation  required under Section 5.1 as if it
             were the Non-Defaulting Party. Nothing in this Section 6.1 shall be
             taken as indicating that the Party treated as the Defaulting  Party
             for  the  purpose  of  calculations  required  by  Section  5.1 has
             committed any breach or default.

             6.2 Transfer to Avoid Force  Majeure,  Act of State,  Illegality or
             Impossibility. If Section 6.1 becomes applicable, unless prohibited
             by law,  the Party  which has been  prevented,  hindered or delayed
             from  performing  shall, as a condition to its right to designate a
             close-out and liquidation of any affected Currency Obligation,  use
             all reasonable  efforts (which will not require such Party to incur
             a loss, excluding  immaterial,  incidental expenses) to transfer as
             soon as practicable, and in any event before twenty (20) days after
             it gives notice under  Section 6.1, all its rights and  obligations
             under the Agreement in respect of the affected Currency Obligations
             to another of its  Designated  Offices so that such force  majeure,
             act of state, illegality or impossibility ceases to exist. Any such
             transfer will be subject to the prior written  consent of the other
             Party,  which  consent  will not be withheld if such other  Party's
             policies  in  effect  at such time  would  permit it to enter  into
             transactions  with the  transferee  Designated  Office on the terms
             proposed, unless such transfer would cause the other Party to incur
             a material tax or other cost.

SECTION 7.   PARTIES TO RELY ON THEIR OWN EXPERTISE

             Each Party will be deemed to  represent  to the other  Party on the
             date on which it  enters  into an FX  Transaction  that  (absent  a
             written  agreement  between  the  Parties  that  expressly  imposes
             affirmative  obligations to the contrary for that FX  Transaction):
             (i)(A) it is acting  for its own  account,  and it has made its own
             independent  decisions to enter into that FX Transaction  and as to
             whether that FX  Transaction  is appropriate or proper for it based
             upon its own judgment and upon advice from such  advisors as it has
             deemed  necessary;  (B) it is  not  relying  on  any  communication
             (written or oral) of the other Party as  investment  advice or as a
             recommendation  to  enter  into  that  FX  Transaction,   it  being
             understood that information and  explanations  related to the terms
             and  conditions  of an  FX  Transaction  shall  not  be  considered
             investment  advice  or a  recommendation  to  enter  into  that  FX
             Transaction;  and (C) it has not received  from the other Party any
             assurance  or  guarantee  as to the  expected  results  of  that FX
             Transaction; (ii) it is capable of evaluating and understanding (on
             its own behalf or through  independent  professional  advice),  and
             understands and accepts, the terms, conditions and risks of that FX
             Transaction; and (iii) the other Party is not acting as a fiduciary
             or an advisor for it in respect of that FX Transaction.

SECTION 8.   MISCELLANEOUS

             8.1  Currency  Indemnity.  The receipt or recovery by either  Party
             (the "first  Party") of any amount in respect of an  obligation  of
             the other Party (the "second  Party") in a Currency other than that
             in which such amount was due, whether pursuant to a judgment of any
             court  or  pursuant  to  Section  5  or  6,  shall  discharge  such
             obligation  only to the extent that,  on the first day on which the
             first Party is open for business immediately following such receipt
             or  recovery,  the first Party shall be able,  in  accordance  with
             normal  banking  practice,  to purchase  the Currency in which such
             amount was due with the  Currency  received  or  recovered.  If the
             amount so purchasable shall be less than the original amount of the
             Currency in which such amount was due, the second Party shall, as a
             separate  obligation and notwithstanding any judgment of any court,
             indemnify  the first Party  against any loss  sustained  by it. The
             second Party shall in any event  indemnify  the first Party against
             any costs incurred by it in making any such purchase of Currency.

             8.2  Assignment.  Neither  Party may assign,  transfer or charge or
             purport to assign, transfer or charge its rights or its obligations
             under the  Agreement  to a third party  without  the prior  written
             consent of the other Party and any purported  assignment,  transfer
             or charge in violation of this Section 8.2 shall be void.

             8.3 Telephonic Recording. The Parties agree that each Party and its
             agents  may  electronically  record  all  telephonic  conversations
             between  them  and that any such  recordings  may be  submitted  in
             evidence  to any court or in any  Proceedings  for the  purpose  of
             establishing any matters pertinent to the Agreement.

             8.4 Notices. Unless otherwise agreed, all notices, instructions and
             other  communications  to be given to a Party  under the  Agreement
             shall  be  given  to  the  address,  telex  (if  confirmed  by  the
             appropriate  answerback),  facsimile  (confirmed  if  requested) or
             telephone  number and to the individual or department  specified by
             such Party in Part III of the Schedule. Unless otherwise specified,
             any notice,  instruction or other communication given in accordance
             with this Section 8.4 shall be effective upon receipt.

             8.5 Termination. Each of the Parties may terminate the Agreement at
             any time by seven (7) days' prior written notice to the other Party
             delivered as  prescribed in Section 8.4, and  termination  shall be
             effective at the end of such seventh day; provided,  however,  that
             any such  termination  shall not  affect any  outstanding  Currency
             Obligations,  and the provisions of the Agreement shall continue to
             apply  until all the  obligations  of each Party to the other under
             the Agreement have been fully performed.

             8.6  Severability.  In the event any one or more of the  provisions
             contained  in the  Agreement  should be held  invalid,  illegal  or
             unenforceable in any respect under the law of any jurisdiction, the
             validity,  legality and enforceability of the remaining  provisions
             contained in the Agreement under the law of such jurisdiction,  and
             the  validity,  legality and  enforceability  of such and any other
             provisions under the law of any other jurisdiction shall not in any
             way be affected or impaired thereby.  The Parties shall endeavor in
             good  faith  negotiations  to  replace  the  invalid,   illegal  or
             unenforceable  provisions with valid provisions the economic effect
             of which comes as close as possible to that of the invalid, illegal
             or unenforceable provisions.

             8.7 No Waiver.  No indulgence or concession  granted by a Party and
             no  omission  or delay on the  part of a Party  in  exercising  any
             right,  power or privilege  under the Agreement  shall operate as a
             waiver  thereof,  nor shall any single or partial  exercise  of any
             such  right,  power or  privilege  preclude  any  other or  further
             exercise  thereof  or the  exercise  of any other  right,  power or
             privilege.

             8.8 Master Agreement.  Where one of the Parties to the Agreement is
             domiciled  in the  United  States,  the  Parties  intend  that  the
             Agreement shall be a master agreement,  as referred to in 11 U.S.C.
             Section 101(53B)(C) and 12 U.S.C. Section 1821(e)(8)(D)(vii).

             8.9 Time of Essence. Time shall be of the essence in the Agreement.

             8.10 Headings.  Headings in the Agreement are for ease of reference
             only.

             8.11  Payments  Generally.  All  payments  to  be  made  under  the
             Agreement shall be made in same day (or immediately  available) and
             freely transferable funds and, unless otherwise specified, shall be
             delivered to such office of such bank, and in favor of such account
             as shall be specified by the Party entitled to receive such payment
             in Part IV of the Schedule or in a notice given in accordance  with
             Section 8.4.

             8.12  Amendments.  No  amendment,  modification  or  waiver  of the
             Agreement will be effective  unless in writing  executed by each of
             the Parties.

             8.13 Credit Support.  A Credit Support Document between the Parties
             may apply to obligations governed by the Agreement.  If the Parties
             have  executed  a Credit  Support  Document,  such  Credit  Support
             Document  shall be  subject  to the terms of the  Agreement  and is
             hereby incorporated by reference in the Agreement.  In the event of
             any conflict  between a Credit Support  Document and the Agreement,
             the  Agreement  shall  prevail,  except for any  provision  in such
             Credit Support Document in respect of governing law.

             8.14 Adequate Assurances.  If the Parties have so agreed in Part XI
             of the Schedule, the failure by a Party to give adequate assurances
             of  its  ability  to  perform  any  of its  obligations  under  the
             Agreement  within two (2) Business Days of a written  request to do
             so when the other Party has reasonable grounds for insecurity shall
             be an Event of Default under the Agreement.

             8.15  Correction of  Confirmations.  Unless either Party objects to
             the terms contained in any Confirmation  sent by the other Party or
             sends a corrected  Confirmation  within three (3) Business  Days of
             receipt  of  such  Confirmation,  or  such  shorter  time as may be
             appropriate  given the Value Date of the FX Transaction,  the terms
             of such  Confirmation  shall be deemed correct and accepted  absent
             manifest  error.  If the Party  receiving  a  Confirmation  sends a
             corrected  Confirmation  within such three (3)  Business  Days,  or
             shorter  period,  as  appropriate,  then the Party  receiving  such
             corrected  Confirmation  shall have  three (3)  Business  Days,  or
             shorter period, as appropriate,  after receipt thereof to object to
             the terms contained in such corrected Confirmation.

SECTION 9.   LAW AND JURISDICTION

             9.1  Governing  Law.  The  Agreement  shall  be  governed  by,  and
             construed in accordance with the laws of the jurisdiction set forth
             in Part XII of the Schedule  without  giving  effect to conflict of
             laws principles.

             9.2 Consent to  Jurisdiction.  (a) With respect to any Proceedings,
             each  Party   irrevocably   (i)   submits   to  the   non-exclusive
             jurisdiction  of the courts of the  jurisdiction  set forth in Part
             XIII of the  Schedule  and (ii) waives any  objection  which it may
             have at any time to the laying of venue of any Proceedings  brought
             in any such court, waives any claim that such Proceedings have been
             brought in an  inconvenient  forum and further  waives the right to
             object, with respect to such Proceedings,  that such court does not
             have  jurisdiction  over  such  Party.  Nothing  in  the  Agreement
             precludes  either  Party  from  bringing  Proceedings  in any other
             jurisdiction  nor will the  bringing of  Proceedings  in any one or
             more  jurisdictions  preclude  the bringing of  Proceedings  in any
             other jurisdiction.

             (b) Each  Party  irrevocably  appoints  the  agent for  service  of
             process (if any)  specified  with  respect to it in Part XIV of the
             Schedule.  If for any reason any Party's process agent is unable to
             act as such,  such Party will  promptly  notify the other Party and
             within  thirty (30) days will  appoint a substitute  process  agent
             acceptable to the other Party.

             9.3 Waiver of Jury Trial. Each Party irrevocably waives any and all
             right to trial by jury in any Proceedings.

             9.4 Waiver of Immunities.  Each Party  irrevocably  waives,  to the
             fullest extent  permitted by applicable law, with respect to itself
             and its revenues and assets  (irrespective of their use or intended
             use),  all immunity on the grounds of  sovereignty or other similar
             grounds  from (i) suit,  (ii)  jurisdiction  of any  courts,  (iii)
             relief by way of injunction,  order for specific performance or for
             recovery of property, (iv) attachment of its assets (whether before
             or after judgment) and (v) execution or enforcement of any judgment
             to which it or its revenues or assets  might  otherwise be entitled
             in  any  Proceedings  in  the  courts  of  any   jurisdiction   and
             irrevocably agrees, to the extent permitted by applicable law, that
             it will not claim any such immunity in any Proceedings.

     IN WITNESS  WHEREOF,  the  Parties  have  caused the  Agreement  to be duly
executed by their  respective  authorized  officers as of the date first written
above.

                                       CARR FUTURES INC.



                                       By  /s/ Lawrence P. Anderson
                                           --------------------------------
                                           Name:   Lawrence P. Anderson
                                           Title:  Executive Vice President

                                       DEAN WITTER CORNERSTONE FUND III

                                       By  Demeter Management Corporation
                                             General Partner



                                       By  /s/ Mark Hawley
                                           --------------------------------
                                           Name:   Mark Hawley
                                           Title:  President

<PAGE>

                                    SCHEDULE

       Schedule to the International Foreign Exchange Master Agreement

                           dated as of August 1, 1997

              between Dean Witter Cornerstone Fund III ("Party A")
                       and Carr Futures Inc. ("Party B").


Part I.     Scope of Agreement

            The  Agreement  shall  apply to all  foreign  exchange  transactions
            outstanding between any two Designated Offices of the Parties on the
            Effective Date.

            It shall be  understood  that Party A shall  typically be conducting
            its foreign exchange  transactions  under the Agreement  through its
            Trading  Advisors  who shall be disclosed by Party A to Party B from
            time to time by notice.  The Trading  Advisors will act as Party A's
            agents for all purposes hereunder until further notice.


Part II.    Designated Offices

            Each of the following shall be a Designated Office:

            Party A:

            c/o Demeter Management
            Corporation
            Two World Trade Center
            62nd Floor
            New York, NY  10048
            Attn:  Robert E. Murray
            Telephone No.:  (212) 392-7404
            Facsimile No.:  (212) 392-2804

            Party B:

            Carr Futures Inc.
            One World Trade Center
            92nd Floor
            New York, NY  10048
            Attn:  David Mangold
            Telephone No.:  (212) 453-6365
            Facsimile No.:  (212) 453-6361


Part III.   Notices:

            If sent to Party A:

            Address:  c/o Demeter Management Corporation
                      Two World Trade Center, 62nd Floor
                      New York, New York  10048
                      Telephone Number:  (212) 392-7404
                      Facsimile Number:  (212) 392-2804
            Name of  Individual  or  Department  to whom Notices are to be sent:
            Robert E. Murray

            With copies to Party A's designated Trading Advisors.

            If sent to Party B:

            Address:  Carr Futures Inc.
                      One World Trade Center
                      New York, New York  10048
                      Telephone Number:  (212) 453-6365
                      Facsimile Number:  (212) 453-6361
            Name of  Individual  or  Department  to whom Notices are to be sent:
            David Mangold


Part IV.    Payment Instructions

              Name of Bank and Office, Account Number and Reference with respect
              to relevant Currencies:

              Party A                       Party B

              Citibank, N.A.               Harris Trust & Savings Bank, Chicago
              ABA:  021-000089             ABA:  071.000.288
              Account Name:  Dean Witter   For the Account of Carr Futures Inc.,
              Reynolds, Inc.               Chicago Customer Segregated
              Account No. 40611164         Account No. 203-908-9
              FFC:  Dean Witter            FFC:  Dean Witter
              Cornerstone Fund III,        Cornerstone Fund III,
              Account # (As Party B is     Account # (As Party A is
                         notified from                notified from
                         time to time)                time to time)


Part V.     Netting

A.          Settlement Netting Offices

            Each of the following shall be a Settlement Netting Office:

            Party A:  Same as in Part II.

            Party B:  Same as in Part II.


B.          Novation Netting Offices

            Each of the following shall be a Novation Netting Office:

            Party A:  Same as in Part V-A.

            Party B:  Same as in Part V-A.


C.          Matched Pair Novation Netting Offices

            Each of the  following  shall be a  Matched  Pair  Novation  Netting
            Office:

            Party A:  Not Applicable.

            Party B:  Not Applicable.


Part VI.    Cash Settlement of FX Transactions

            The following provision shall apply:

            The definition of FX Transaction in Section 1 shall include  foreign
            exchange  transactions  for the  purchase  and sale of one  Currency
            against  another but which shall be settled by the  delivery of only
            one  Currency  based on the  difference  between  exchange  rates as
            agreed by the Parties as evidenced in a Confirmation. Section 3.1 is
            modified so that only one Currency  shall be delivered  for any such
            FX Transaction in accordance with the formula agreed by the Parties.
            Section  5.1(b)(i)(A)  is modified so that the Close-Out  Amount for
            any such FX  Transaction  for which the cash  settlement  amount has
            been fixed on or before the Close-Out  Date pursuant to the terms of
            such FX  Transaction  shall  be  equal  to the  Currency  Obligation
            arising  therefrom  (increased  by  adding  interest  in the  manner
            provided in clause  (A)(2) if the Value Date  precedes the Close-Out
            Date) and for any such FX Transaction  for which the cash settlement
            amount has not yet been fixed on the Close-Out  Date pursuant to the
            terms  of such FX  Transaction,  the  Close-Out  Amount  shall be as
            determined  by the  Non-Defaulting  Party  in  good  faith  and in a
            commercially reasonable manner.


Part VII.   Base Currency

            Party A's Base Currency is the United States dollar.

            Party B's Base Currency is the United States dollar.


Part VIII.  Threshold Amount

            For purposes of clause (x) of the definition of Event of Default:

            Party A's  Threshold  Amount is 3% of Party A's  equity  capital  as
            evidenced by Party A's latest financial statements.

            Party B's  Threshold  Amount is 3% of Party B's  equity  capital  as
            evidenced by Party B's latest financial statements.


Part IX.    Additional Events of Default

            The following  provisions which are checked shall constitute  Events
            of Default:

                                           None.

            [ ]  (a)  occurrence  of  garnishment  or  provisional   garnishment
                      against a claim against the  Defaulting  Party acquired by
                      the  Non-Defaulting   Party.  The  automatic   termination
                      provisions  of Section  5.1  [shall]  [shall not] apply to
                      either Party that is a Defaulting Party in respect of this
                      Event of Default.

            [ ]  (b)  suspension  of  payment  by the  Defaulting  Party  or any
                      Credit Support  provider in accordance with the Bankruptcy
                      Law or the  Corporate  Reorganization  Law in  Japan.  The
                      automatic  termination  provision  of Section  5.1 [shall]
                      [shall  not] apply to either  Party  that is a  Defaulting
                      Party in respect of this Event of Default.

            [ ]  (c)  disqualification  of the  Defaulting  Party or any  Credit
                      Support  Provider  by any  relevant  bill  clearing  house
                      located in Japan. The automatic  termination  provision of
                      Section 5.2 [shall][shall  not] apply to either Party that
                      is a Defaulting Party in respect of this Event of Default.


Part X.     Automatic Termination

            The automatic  termination  provision of Section 5.1 shall not apply
            to Party A as Defaulting  Party in respect of clause (ii),  (iii) or
            (iv) of the definition of Event of Default.

            The automatic  termination  provision of Section 5.1 shall not apply
            to Party B as Defaulting  Party in respect of clause (ii),  (iii) or
            (iv) of the definition of Event of Default.


Part XI.    Adequate Assurances

            Adequate Assurances under Section 8.14 shall apply to the Agreement.


Part XII.   Governing Law

            In accordance with Section 9.1 of the Agreement, the Agreement shall
            be governed by the laws of the State of New York.


Part XIII.  Consent to Jurisdiction

            In  accordance  with  Section  9.2  of  the  Agreement,  each  Party
            irrevocably submits to the non-exclusive  jurisdiction of the courts
            of the  State of New  York  and the  United  States  District  Court
            located in the Borough of Manhattan in New York City.


Part XIV.   Agent for Service of Process

            Not applicable.


Part XV.    Certain Regulatory Representations

            A.   The following FDICIA representation shall not apply:

                 1.   Party A  represents  and  warrants  that it qualifies as a
                      "financial  institution" within the meaning of the Federal
                      Deposit  Insurance  Corporation  Improvement  Act of  1991
                      ("FDICIA") by virtue of being a:

                      [ ]  broker or dealer within the meaning of FDICIA;

                      [ ]  depository institution within the meaning of FDICIA;

                      [ ]  futures  commission  merchant  within the  meaning of
                           FDICIA;

                      [ ]  "financial   institution"   within  the   meaning  of
                           Regulation EE (see below).

                 2.   Party B hereby  represents  and warrants that it qualifies
                      as a "financial institution" by virtue of being a:

                      [ ]  broker or dealer within the meaning of FDICIA;

                      [ ]  depository institution within the meaning of FDICIA;

                      [ ]  futures  commission  merchant  within the  meaning of
                           FDICIA;

                      [ ]  "financial   institution"   within  the   meaning  of
                           Regulation EE (see below).


                 3.   A Party representing that it is a "financial  institution"
                      as that  term is  defined  in 12 C.F.R.  Section  231.3 of
                      Regulation  EE  issued by the  Board of  Governors  of the
                      Federal Reserve System ("Regulation EE") represents that:

                      (a)  it is willing to enter into financial contracts" as a
                           counterparty  "on both sides of one or more financial
                           markets" as those terms are used in Section  231.3 of
                           Regulation EE; and

                      (b)  during the 15-month period immediately  preceding the
                           date  it   makes   or  is   deemed   to   make   this
                           representation,  it has had on at  least  one (1) day
                           during such period,  with counterparties that are not
                           its  affiliates  (as  defined in Section  231.2(b) of
                           Regulation EE) either:

                           (i)  one or more financial contracts of a total gross
                                notional   principal   amount   of  $1   billion
                                outstanding; or

                           (ii) total gross mark-to-market positions (aggregated
                                across counterparties) of $100 million; and

                      (c)  agrees  that it will  notify the other Party if it no
                           longer  meets  the   requirements  for  status  as  a
                           financial institution under Regulation EE.

                 4.   If both Parties are financial  institutions  in accordance
                      with the above, the Parties agree that the Agreement shall
                      be a netting  contract,  as defined  in 12 U.S.C.  Section
                      4402(14),   and  each   receipt  or  payment  or  delivery
                      obligation   under  the  Agreement   shall  be  a  covered
                      contractual  payment  entitlement  or covered  contractual
                      payment obligation, respectively, as defined in FDICIA.


B.          The following ERISA representation shall apply:

            Each  Party  represents  and  warrants  that  it is  neither  (i) an
            "employee  benefit  plan" as defined in Section 3(3) of the Employee
            Retirement Income Security Act of 1974 which is subject to Part 4 of
            Subtitle  B of Title I of such  Act;  (ii) a "plan"  as  defined  in
            Section  4975(e)(1) of the Internal  Revenue Code of 1986; nor (iii)
            an entity  the  assets of which are  deemed to be assets of any such
            "employee  benefit plan" or "plan" by reason of the U.S.  Department
            of Labor's plan asset regulation, 29 C.F.R. Section 2510.3-101.


C.          The following CFTC eligible swap  participant  representation  shall
            apply:

            Each Party  represents  and warrants  that it is an  "eligible  swap
            participant" under, and as defined in, 17 C.F.R. Section 35.1.


Part XVI.   Additional Covenants

            The following covenant[s] shall apply to the Agreement:


A.          Party B covenants and agrees that when Party A or an agent for Party
            A  requests  Party  B to  an  FX  Transaction,  Party  B  will  do a
            back-to-back  principal trade and the price of the FX Transaction to
            Party A will  be the  same  price  at  which  Party  B  effects  its
            back-to-back  trade  with  its  counterparty,  and  Party B will not
            profit from any mark-up or spread on the FX Transaction.


B.          With respect to each FX Transaction,  Party A shall pay to Party B a
            round-turn fee as follows.  For FX  Transactions  not having a Party
            B-imposed forward date, the fee shall be $4.30 per round-turn ($2.15
            per side) for each  $85,000  equivalent  of the  Currency  in the FX
            Transaction. For FX Transactions with a Party B-imposed forward date
            restriction,  the fee shall be $5.00 per round-turn ($2.50 per side)
            for each $135,000 equivalent of the Currency in the FX Transaction.


C.          Party A shall  post  margin  with  Party  B with  respect  to all FX
            Transactions  in an  amount  equal  to 3.0% of the  value of such FX
            Transactions  on major  currencies  and 5.0% of the value of such FX
            Transactions on minor currencies. All calls for margin shall be made
            by Party B orally or by written notice to Dean Witter Reynolds,  and
            each such call for margin shall be met by Party A within three hours
            after Dean Witter  Reynolds has received  such call by wire transfer
            (by  federal  bank wire  system) to the  account of Party B. Party B
            shall accept as margin any  instrument  deemed  acceptable as margin
            under the rules of the  Chicago  Mercantile  Exchange.  Upon oral or
            written request by Dean Witter Reynolds, Party B shall, within three
            hours after receipt of any such  request,  wire transfer (by federal
            bank wire system) to Dean Witter  Reynolds for Party A's account any
            margin  funds held by Party B in excess of the  margin  requirements
            specified  hereby.  Notwithstanding  Part VI  above,  all  payments,
            unless otherwise agreed to, shall be paid in U.S. dollars.