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  SPECTRUM  GLOBAL
BALANCED L.P.

                  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.

                  (a) 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.



<PAGE>






                  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 SPECTRUM GLOBAL
                                         BALANCED


                                         By Demeter Management Corporation
                                            General Partner


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



<PAGE>




                                    SCHEDULE

        Schedule to the International Foreign Exchange Master Agreement

                           dated as of August 1, 1997

     between Dean Witter Spectrum Global Balanced L.P. ("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:

            With copies to Party A's designated Trading Advisors
                           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. Murrary

            With copies to Party A's designated Trading Advisors

            If sent to Party B:
                           Address: Carr Futures Inc.
                                    One World Trade
                                    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

            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,
             ABA:  021-000089                Chicago
             Account Name: Dean Witter       ABA: 071.000.228
             Reynolds                        For the Account of Carr Futures
             Account Bi, 40611164            Inc., Chicago
             FFC: Dean Witter                Customer Segregated
                  Spectrum Global            Account No. 203-908-9
             Balanced  L.P.,                 FFC: Dean  Witter
             Account # (As Party B is             Spectrum Global     
             notified from time to time)     Balanced L.P.,
                                             Account  #  (As  Party  A  is  
                                             notified  from 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
                 ----------------
          
                 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 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.
          
A.               The following FDICIA representations 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  counter  parties) 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
                    --------------------
          
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.