Exhibit 10.06

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 TECHNICAL 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.

<PAGE>

            "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"):


                                      -2-
<PAGE>

            (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 


                                      -3-
<PAGE>

                  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


                                      -4-
<PAGE>

                  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 


                                      -5-
<PAGE>

            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.


                                      -6-
<PAGE>

            "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.


                                      -7-
<PAGE>

            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.


                                      -8-
<PAGE>

            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.


                                      -9-
<PAGE>

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


                                      -10-
<PAGE>

                      (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))  


                                      -11-
<PAGE>

                  (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-


                                      -12-
<PAGE>

            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  


                                      -13-
<PAGE>

            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 


                                      -14-
<PAGE>

            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.


                                      -15-
<PAGE>

            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 


                                      -16-
<PAGE>

            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 


                                      -17-
<PAGE>

            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 SPECTRUM TECHNICAL L.P.   
                                                                      
                                By Demeter Management Corporation     
                                     General Partner                  
                                                                      
                                                                      
                                                                      
                                By /s/ Mark J. Hawley             
                                   ------------------             
                                   Name: Mark Hawley                  
                                   Title: President                


                                      -18-
<PAGE>

                                    SCHEDULE

         Schedule to the International Foreign Exchange Master Agreement

                           dated as of August 1, 1997

between Dean Witter  Spectrum  Technical 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


                                      -19-
<PAGE>

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 Spectrum       FFC:  Dean Witter Spectrum
          Technical L.P.,                  Technical L.P.,
          Account # (As Party B is         Account # (As Party A is notified 
          notified from time to time)      from time to time)


                                      -20-
<PAGE>

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.


                                      -21-
<PAGE>

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.


                                      -22-
<PAGE>

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.


                                      -23-
<PAGE>

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).


                                      -24-
<PAGE>

             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.

<PAGE>

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.


                                      -25-