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                                                                    Exhibit 10.7
                                                                    ------------

(Multicurrency--Cross Border)





                                    ISDA(R)
                                        
                 International Swap Dealers Association, Inc.
                                        
                               MASTER AGREEMENT

                                        
                         dated as of October 14, 1998
                                    ..................

                   
  THE CHASE MANHATTAN BANK            and    ACT MANUFACTURING, INC.
 ......................................   .......................................

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.  Interpretation

(a)  Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  Single Agreement. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.  Obligations

(a)  General Conditions.

     (i) Each party will make each payment or delivery specified in each
     Confirmation to be made by it subject to the other provisions of this
     Agreement.

     (ii) Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement in freely 
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

     (iii) Each obligation of each party under Section 2(a)(i) is subject to (1)
     the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing,
     (2) the condition precedent that no Early Termination Date in respect of
     the relevant Transaction has occurred or been effectively designated and
     (3) each other applicable condition precedent specified in this Agreement.


        Copyright (C) 1992 by international Swap Dealers Association, Inc.
<PAGE>
 
(b)  Change of Account. Either party may change its account for receiving a
     payment or delivery by giving notice to the other party at least five Local
     Business Days prior to the scheduled date for the payment or delivery to
     which such change applies unless such other party gives timely notice of a
     reasonable obligation to such change.

(c)  Netting. If on any date amounts would otherwise be payable:--

     (i)  in the same currency; and

     (ii)  in respect of the same Transaction.

by each party to the other, then on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the 
other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i)    Gross-Up. All payments under this Agreement will be made without
     any deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified
     by the practice of any relevant governmental revenue authority, then in
     effect, if a party is so required to deduct or withhold, then that party
     ("X") will:--

        (1) promptly notify the other party ("Y") of such requirement:

        (2) pay to the relevant authorities the full amount required to be
        deducted or withheld (including the full amount required to be deducted
        or withheld from any additional amount paid by X to Y under this Section
        2(d)) promptly upon the earlier of determining that such deduction or
        withholding is required or receiving notice that such amount has been
        assessed against Y:

        (3) promptly forward to Y an official receipt (or a certified copy), or
        other documentation reasonably acceptable to Y, evidencing such payment
        to such authorities; and

        (4) it such Tax is an Indemnifiable Tax, pay to Y, in addition to the
        payment to which Y is otherwise entitled under this Agreement. such
        additional amount as is necessary to ensure that the net amount actually
        received by Y (free and clear of Indemnifable Taxes, whether assessed
        against X or Y) will equal the full amount Y would have received had no
        such deduction or withholding been required. However, X will not be
        required to pay any additional amount to Y to the extent that it would
        not be required to be paid but for:--

           (A) the failure by Y to comply with or perform any agreement
           contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

           (B) the failure of a representation wade by Y pursuant to Section
           3(f) to be accurate and true unless such failure would not have
           occurred but for (I) any action taken by a taxing authority, or
           brought in a court of competent jurisdiction, on or after the date on
           which a Transaction is entered into (regardless of whether such
           action is taken or brought with respect to a parry to this Agreement)
           or (II) a Change in Tax Law.

                                       2
<PAGE>
 
     (ii)  Liability. If:--

           (1) X is required by any applicable law, as modified by the practice
           of any relevant governmental revenue authority, to make any
           deduction or withholding in respect of which X would not be required
           to pay an additional amount to Y under Section 2(d)(i)(4):

           (2) X does not so deduct or withhold; and

           (3) a liability resulting from such Tax is assessed directly against
           X, 

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest but including
     any related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  Basic Representations.

     (i) Status. It is duly organised and validly existing under the laws of    
     the jurisdiction of its organisation or incorporation and, if relevant     
     under such laws, in good standing;                                         
                                                                                
     (ii) Powers. It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any other obligations it has under any Credit
     Support Document to which it is a party and has taken all necessary action
     to authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance   
     do not violate or conflict with any law applicable to it, any provision  
     of its constitutional documents, any order or judgment of any court or     
     other agency of government applicable to it or any of its assets or any    
     contractual restriction binding on or affecting it or any of its assets;   
                                                                                
     (iv) Consents. All governmental and other consents that are required to    
     have been obtained by it with respect to this Agreement or any Credit      
     Support Document to which it is a party have been obtained and are in      
     full force and effect and all conditions of any such consents have been    
     complied with; and                                                         
                                                                                
     (v) Obligations Binding. Its obligations under this Agreement and any      
     Credit Support Document to which it is a party constitute its legal,       
     valid and binding obligations, enforceable in accordance with their 
     respective terms (subject to applicable bankruptcy, reorganisation,        
     insolvency, moratorium or similar laws affecting creditors' rights         
     generally and subject, as to enforceability, to equitable principles of
     general application (regardless of whether enforcement is sought in a      
     proceeding in equity or at law)).

                                       3
<PAGE>
 
(b)  Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

(f)  Payee Tax Representations. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

(a)  Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i) any forms, documents or certificates relating to taxation specified in
     the Schedule or any Confirmation;
     
     (ii) any other documents specified in the Schedule or any Confirmation; and

     (iii) upon reasonable demand by such other party, any form or document that
     may be required or reasonably requested in writing in order to allow such
     other party or its Credit Support Provider to make a payment under this
     Agreement or any applicable Credit Support Document without any deduction
     or withholding for or on account of any Tax or with such deduction or
     withholding at a reduced rate (so long as the completion, execution or
     submission of such form or document would not materially prejudice the
     legal or commercial position of the party in receipt of such demand), with
     any such form or document to be accurate and completed in a manner
     reasonably satisfactory to such other party and to be executed and to be
     delivered with any reasonably required certification, 

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)  Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement. It will give notice of any failure of a representation made
by in under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated.

                                       4
<PAGE>
 
organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify  the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:--

     (i)   Failure to Pay or Deliver. Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before
     the third Local Business Day after notice of such failure is given to the
     party;

     (ii)  Breach of Agreement. Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

           (1) Failure by the party or any Credit Support Provider of such party
           to comply with or perform any agreement or obligation to be
           complied with or performed by it in accordance with any Credit
           Support Document if such failure is continuing after any applicable
           grace period has elapsed;

           (2) the expiration or termination of such Credit Support Document or
           the failing or ceasing of such Credit Support Document to be in full
           force and effect for the purpose of this Agreement (in either case
           other than in accordance with its terms) prior to the satisfaction of
           all obligations of such party under each Transaction to which such
           Credit Support Document relates without the written consent of the
           other party; or

           (3) the party or such Credit Support Provider disaffirms, disclaims,
           repudiates or rejects, in whole or in part, or challenges the
           validity of, such Credit Support Document;

     (iv)  Misrepresentation. A representation (other than a representation
     under Section 3(e) or (f) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in
     this Agreement or any Credit Support Document proves to have been incorrect
     or misleading in any material respect when made or repeated or deemed to
     have been made or repeated;

     (v)   Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of an acceleration of obligations under, or an early termination of that
     Specified Transaction,(2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)  Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however

                                       5
<PAGE>
 
described) in respect of such party, any Credit support Provider of such party 
or any applicable Specified Entity of such party under one or more agreements or
instruments relating to Specified Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due
and payable under such agreements or instruments, before it would otherwise have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making one
or more payments on the due date thereof in an aggregate amount of not less than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace period);

   (vii) Bankruptcy. The party, any Credit Support Provider of such party or any
applicable Specified Entity of such party:--

       (1) is dissolved (other than pursuant to a consolidation, amalgamation or
merger); (2) becomes insolvent or is unable to pay its debts or fails or admits
in writing its inability generally to pay its debts as they become due; (3)
makes a general assignment, arrangement or composition with or for the benefit
of its creditors; (4) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any other relief under any
bankruptcy or insolvency law or other similar law affecting creditors' rights,
or a petition is presented for its winding-up or liquidation, and, in the case
of any such proceeding or petition instituted or presented against it such
proceeding or petition (A) results in a judgment of insolvency or bankruptcy or
the entry of an order for relief or the making of an order for its winding-up or
liquidation or (B) is not dismissed, discharged, stayed or restrained in each
case within 30 days of institution or presentation thereof;(5) has a resolution
passed for its winding-up, official management or liquidation (other then
pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional liquidator
conservator, receiver, trustee, custodian or other similar official for it or
for all or substantially all its assets; (7) has a secured party take possession
of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party maintains
possession, or any such process in not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8) causes or is subject to
any event with respect to it which, under the applicable laws of any
jurisdiction, has an analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating
its consent to approval of, or acquiescence in, any of the foregoing acts; or

   (viii) Merger Without Assumption. The party or any Credit Support Provider of
such party consolidates or amalgamates with, or merges with or into, or
transfers all or substantially all its assets to, another entity and, at the
time of such consolidation, amalgamation, merger or transfer.--

       (1)  the resulting, surviving or transferee entity fails to assume all
the obligations of such party or such Credit Support Provider under this
Agreement or any Credit Support Document to which it or its predecessor was a
party by operation of law or pursuant to an agreement reasonably satisfactory to
the other party to this Agreement; or

       (2)  the benefits of any Credit Support Document fail to extend (without 
the consent of the other party) to the performance by such resulting, surviving 
or transferee entity of its obligations under this Agreement.

(b)   Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the 
event is specified in (i) below, a Tax Event if the event is specified in (ii) 
below or a Tax Event Upon Merger if the event is specified in (iii) below, and, 
if specified to be applicable, a Credit Event


                                       6
<PAGE>
 
Upon Merger if the event is specified pursuant to (iv) below or an Additional 
Termination Event the event is specified pursuant to (v) below:--
     
     (i)  Illegality. Due to the adoption of, or any change in, any applicable 
     law after the date of which a transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation of by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes lawful (other than as a result
     of a breach by the party of section 4(b)) for such party (which will be the
     Affected Party);--

           (1) to perform any absolute or contingent obligation to make a
           payment or delivery or to receive a payment or delivery in respect of
           such Transaction or to comply with any other material provision of
           this Agreement relating to such Transaction; or

           (2)  to perform, or for any Credit Support Provider of such party to
           perform, any contingent or other obligation which the party (or such
           Credit Support Provider) has under any Credit Support Document
           relating to such Transaction;

     (ii)  Tax Event. Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)  Credit Event Upon Merger. If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party);or

     (v)   Additional Termination Event. If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

                                       7


<PAGE>
 
6.      Early Termination

(a)     Right to Terminate Following Event of Default. If at any time an Event
of Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day nor earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)     Right to Terminate Following Termination Event.

        (i)   Notice.  If a Termination Event occurs, an Affected Party will, 
        promptly upon becoming aware of it, notify the other party, specifying
        the nature of that Termination Event and each Affected Transaction and
        will also give such other information about that Termination Event as
        the other party may reasonably require.

        (ii)  Transfer to Avoid Termination Event.  If either an Illegality 
        under Section 5(b)(i)(1) or a Tax Event occurs and there is only one
        Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
        Party is the Affected Party, the Affected Party will, as a condition to
        its right to designate an Early Termination Date under Section 6(b)(iv),
        use all reasonable efforts (which will not require such party to incur
        a loss, excluding immaterial, incidental expenses) to transfer within 20
        days after it gives notice under Section 6(b)(i) all its rights and
        obligations under this Agreement in respect of the Affected Transactions
        to another of its Offices or Affiliates so that such Termination Event
        ceases to exist.

        If the Affected Party is not able to make such a transfer it will give
        notice to the other party to that effect within such 20 day period,
        whereupon the other party may effect such a transfer within 30 days
        after the notice is given under Section 6(b)(i).

        Any such transfer by a party under this Section 6(b)(ii) will be subject
        to and conditional upon 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 on the terms proposed.

        (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1)
        or a Tax Event occurs and there are two Affected Parties, each party
        will use all reasonable efforts to reach agreement within 30 days after
        notice thereof is given under Section 6(b)(i) on action to avoid that
        Termination Event.

        (iv)  Right to Terminate. If:-

              (1)  a transfer under Section 6(b)(ii) or an agreement under
              Section 6(b)(iii), as the case may be, has not been effected with
              respect to all Affected Transactions within 30 days after an
              Affected Party gives notice under Section 6(b)(i); or

              (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
              Merger or an Additional Termination Event occurs, or a Tax Event
              Upon Merger occurs and the Burdened Party is not the Affected
              Party,

        either party in the case of an Illegality, the Burdened Party in the
        case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
        Event or an Additional Termination Event if there is more than one
        Affected Party, or the party which is not the Affected Party in the
        case of a Credit Event Upon Merger or an Additional Termination Event if
        there is only one Affected Party may, by not more than 20 days notice
        to the other party and provided that the relevant Termination Event is
        then


                                       8

<PAGE>
 
      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i)  If notice designating an Early Termination Date is given under
      Section 6(a) or (b), the Early Termination Date will occur on the date so
      designated, whether or not the relevant Event of Default or Termination
      Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early Termination
      Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
      respect of the Terminated Transactions will be required to be made, but
      without prejudice to the other provisions of this Agreement. The amount,
      if any, payable in respect of an Early Termination Date shall be
      determined pursuant to Section 6(e).

(d)   Calculations.

      (i)  Statement.  On or as soon as reasonably practicable following the 
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable detail,
      such calculations (including all relevant quotations and specifying any
      amount payable under Section 6(e)) and (2) giving details of the relevant
      account to which any amount payable to it is to be paid. In the absence of
      written confirmation from the source of a quotation obtained in
      determining a Market Quotation, the records of the party obtaining such
      quotation will be conclusive evidence of the existence and accuracy of
      such quotation.

      (ii) Payment Date.  An amount calculated as being due in respect of any 
      Early Termination Date under Section 6(e) will be payable on the day that 
      notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event of
      Default) and on the day which is two Local Business Days after the day on
      which notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated as a result of a Termination Event).
      Such amount will be paid together with (to the extent permitted under
      applicable law) interest thereon (before as well as after judgment) in the
      Termination Currency, from (and including) the relevant Early Termination
      Date to (but excluding) the date such amount is paid, at the Applicable
      Rate, such interest will be calculated on the basis of daily compounding
      and the actual number of days elapsed.

(e)   Payments on Early Termination.  If an Early Termination Date occurs, the 
following provisions shall apply based on the parties' election in the Schedule 
of a payment measure, either "Market Quotation" or "Loss" and a payment method, 
either the "First Method" or the "Second Method".  If the parties fail to 
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and 
determined pursuant to this Section will be subject to any Set-off.

      (i)  Events of Default.  If the Early Termination Date results from an
      Event of Default:

           (1)  First Method and Market Quotation. If the First Method and
           Market Quotation apply, the Defaulting Party will pay the Non-
           defaulting Party the excess, if a positive number, of (A) the sum of
           the Settlement Amount (determined by the Non-defaulting Party) in
           respect of the Terminated Transactions and the Termination Currency
           Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
           over (B) the Termination Currency Equivalent of the Unpaid Amounts
           owing to the Defaulting Party.

           (2)  First Method and Loss.  If the First Method and Loss apply, the
           Defaulting Party will pay to the Non-defaulting Party, if a positive
           number, the Non-defaulting Party's Loss in respect of this Agreement.

           (3)  Second Method and Market Quotation.  If the Second Method and 
           Market Quotation apply, an amount will be payable equal to (A) the
           sum of the Settlement Amount (determined by the

                                       9
<PAGE>
 
     Non-defaulting Party) in respect of the Terminated Transactions and the
     Termination Currency Equivalent of the Unpaid Amounts owing to the Non-
     defaulting Party less (B) the Termination Currency Equivalent of the Unpaid
     Amounts owing to the Defaulting Party. If that amount is a positive number,
     the Defaulting Party will pay it to the Non-defaulting Party; if it is a
     negative number, the Non-defaulting Party will pay the absolute value of
     that amount to the Defaulting Party.

     (4) Second Method and Loss. If the Second Method and Loss apply, an amount
     will be payable equal to the Non-defaulting Party's Loss in respect of this
     Agreement. If that amount is a positive number, the Defaulting Party will
     pay it to the Non-defaulting Party; if it is a negative number, the Non-
     defaulting Party will pay the absolute value of that amount to the
     Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a 
     Termination Event:--

     (1) One Affected Party. If there is one Affected Party, the amount payable
     will be determined in accordance with Section 6(e)(i)(3), if Market
     Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in
     either case, references to the Defaulting Party and to the Non-defaulting
     Party will be deemed to be references to the Affected Party and the party
     which is not the Affected Party, respectively, and, if Loss applies and
     fewer than all the Transactions are being terminated, Loss shall be
     calculated in respect of all Terminated Transactions.

     (2) Two Affected Parties. If there are two Affected Parties:--

         (A) if Market Quotation applies, each party will determine a Settlement
         Amount in respect of the Terminated Transactions, and an amount will be
         payable equal to (I) the sum of (a) one-half of the difference between
         the Settlement Amount of the party with the higher Settlement Amount
         ("X") and the Settlement Amount of the party with the lower Settlement
         Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid
         Amounts owing to X less (II) the Termination Currency Equivalent of the
         Unpaid Amounts owing to Y; and

         (B) if Loss applies, each party will determine its Loss in respect of
         this Agreement (or, if fewer than all the Transactions are being
         terminated, in respect of all Terminated Transactions) and an amount
         will be payable equal to one-half of the difference between the Loss of
         the party with the higher Loss ("X") and the Loss of the party with the
         lower Loss ("Y").

     If the amount payable is a positive number, Y will pay it to X; if it is a
     negative number, X will pay the absolute value of that amount to Y.

(iii) Adjustment for Bankruptcy. In circumstances where an Early Termination 
Date occurs because "Automatic Early Termination" applies in respect of a party,
the amount determined under this Section 6(e) will be subject to such 
adjustments as are appropriate and permitted by law to reflect any payments or 
deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to 
the date for payment determined under Section 6(d)(ii).

(iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount 
recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not
a penalty. Such amount is payable for the loss of protection against future 
risks and except as otherwise provided in this Agreement neither party will be 
entitled to recover any additional damages as a consequence of such losses.

                                      10
<PAGE>
 
7.   Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)  a party may make such a transfer of this Agreement pursuant to a
     consolidation or amalgamation with, or merger with or into, or transfer
     of all or substantially all its assets to another entity (but without
     prejudice to any other right or remedy under this Agreement): and

(b)  a party may make such a transfer of all or any part of its interest in any
     amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.   Contractual Currency

(a)  Payment in the Contractual Currency. Each payment under this Agreement will
     become in the relevant currency specified in this Agreement for that
     payment (the "Contractual Currency"). To the extent permitted by applicable
     law, any obligation to make payments under this Agreement in the
     Contractual Currency will not be discharged or satisfied by any tender in
     any currency other than the Contractual Currency, except to the extent such
     tender results in the actual receipt by the party to which payment is owed,
     acting in a reasonable manner and in good faith in converting the currency
     so tendered into the Contractual Currency, of the full amount in the
     Contractual Currency of all amounts payable in respect of this Agreement.
     If for any reason the amount in the Contractual Currency so received falls
     short of the amount in the Contractual Currency payable in respect of this
     Agreement the party required to make the payment will, to the extent
     permitted by applicable law, immediately pay such additional amount in the
     Contractual Currency as may be necessary to compensate for the shortfall.
     If for any reason the amount in the Contractual Currency so received
     exceeds the amount an the Contractual Currency payable in respect of this
     Agreement the party receiving the payment will refund promptly the amount
     of such excess.

(b)  Judgments. To the extent permitted by applicable law, if any judgment or
     order expressed in a currency other than the Contractual Currency is
     rendered (i) for the payment of any amount owing in respect of this
     Agreement, (ii) for the payment of any amount relating to any early
     termination in respect of this Agreement or (iii) in respect of a judgment
     or order of another court for the payment of any amount described in (i)
     or (ii) above, the party seeking recovery, after recovery in full of the
     aggregate amount to which such party is entitled pursuant to the judgment
     or order, will be entitled to receive immediately from the other party the
     amount of any shortfall of the Contractual Currency received by such parry
     as a consequence of sums paid in such other currency and will refund
     promptly to the other party any excess of the Contractual Currency received
     by such party as a consequence of sums paid in such other currency if such
     shortfall or such excess arises or results from any variation between the
     rate of exchange at which the Contractual Currency is converted into the
     currency of the judgment or order for the purposes of such judgment or
     order and the rate of exchange at which such party is able, acting in a
     reasonable manner and in good faith in converting the currency received
     into the Contractual Currency, to purchase the Contractual Currency with
     the amount of the currency of the judgment or order actually received by
     such party. The term "rate of exchange" includes, without limitation, any
     premiums and costs of exchange payable in connection with the purchase of
     or conversion into the Contractual Currency.

(c)  Separate Indemnities. To the extent permitted by applicable law, these
     indemnities constitute separate and independent obligations from the other
     obligations in this Agreement, will be enforceable as separate and
     independent causes of action, will apply notwithstanding any indulgence
     granted by the party to which any payment is owed and will not be affected
     by judgment being obtained or claim or proof being made for any other sums
     payable in respect of this Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
     for a party to demonstrate that it would have suffered a loss had an actual
     exchange or purchase been made.

                                       11
<PAGE>
 
9.   Miscellaneous

(a)  Entire Agreement. This Agreement constitutes the entire agreement and
     understanding of the parties with respect to its subject matter and
     supersedes all oral communication and prior writings with respect
     thereto.

(b)  Amendments. No amendment, modification or waiver in respect of this
     Agreement will be effective unless in writing (including a writing
     evidenced by a facsimile transmission) and executed by each of the parties
     or confirmed by an exchange of telexes or electronic messages on an
     electronic messaging system.

(c)  Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
     6(c)(ii), the obligations of the parties under this Agreement will survive
     the termination of any Transaction.

(d)  Remedies Cumulative. Except as provided in this Agreement, the rights,
     powers, remedies and privileges provided in this Agreement are cumulative
     and not exclusive of any rights, powers, remedies and privileges provided
     by law.

(e)  Counterparts and Confirmations.

     (i)  This Agreement (and each amendment, modification and waiver in respect
     of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii) The parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable
     and may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which in each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  No Waiver of Rights. A failure or delay in exercising any right, power or
     privilege in respect of this Agreement will not be presumed to operate as a
     waiver, and a single or partial exercise of any right, power or privilege
     will not be presumed to preclude any subsequent or further exercise, of
     that right, power or privilege or the exercise of any other right, power or
     privilege.

(g)  Headings. The headings used in this Agreement are for convenience of
     reference only and are not to affect the construction of or to be taken
     into consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
     enters into a Transaction through an Office other than its head or home
     office represents to the other party that, notwithstanding the place of
     booking office or jurisdiction or incorporation or organisation of such
     party, the obligations of such party are the same as if it had entered into
     the Transaction through its head or home office. This representation will
     be deemed to be repeated by such party on each date on which a Transaction
     is entered into.

(b)  Neither party may change the Office through which it makes and receives
     payments or deliveries for the purpose of a Transaction without the prior
     written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
     Multibranch Party may make and receive payments or deliveries under any
     Transaction through any Office listed in the Schedule, and the Office
     through which it makes and receives payments or deliveries with respect to
     a Transaction will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document

                                       12
<PAGE>
 
to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a)  Effectiveness. Any notice or other communication in respect of this
     Agreement may be given in any manner set forth below (except that a notice
     or other communication under Section 5 or 6 may not be given by facsimile
     transmission or electronic messaging system) to the address or number or in
     accordance with the electronic messaging system details provided (see the
     Schedule) and will be deemed effective as indicated:--

     (i)   if in writing and delivered in person or by courier, on the date it
     is delivered;

     (ii)  if sent by telex, on the date the recipient's answerback is received;

     (iii) if sent by facsimile transmission, on the date that transmission is
     received by a responsible employee of the recipient in legible form (it
     being agreed that the burden of proving receipt will be on the sender and
     will not be met by a transmission report generated by the sender's
     facsimile machine):

     (iv)  if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v)   if sent by electronic messaging system, on the date that electronic
     message is received.

unless the date of that delivery (or attempted delivery) or that receipt as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of Addresses. Either party may by notice to the other change the
     address, telex facsimile number or electronic messaging system details at
     which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)  Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

     (i)  submits to the jurisdiction of the English courts, if this Agreement
     is expressed to be governed by English law, or 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, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; 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 any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or re-
enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any

                                      13                     
<PAGE>
 
reason any party's Process Agent is unable to act as such, such party will 
promptly notify the other party and within 30 days appoint a substitute process 
agent acceptable to the other party. The parties irrevocably consent to service 
of process given in the manner provided for notices in Section 12. Nothing in 
this Agreement will affect the right of either party to serve process in any 
other manner permitted by law.

(d)  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 
court, (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.

14.  Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event 
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all 
Transactions affected by the occurrence of such Termination Event and (b) with 
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any 
entity controlled, directly or indirectly, by the person; any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a)  in respect of obligations payable or deliverable (or which would have been 
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate:

(b)  in respect of an obligation to pay an amount under Section 6(e) of either 
party from and after the date (determined in accordance with Section 6(d)(ii)) 
on which that amount is payable, the Default Rate:

(c)  in respect of all other obligations payable or deliverable (or which would 
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default 
Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the 
relevant Transaction is entered into.

"consent" includes a consent approval, action, authorisation, exemption, notice,
filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" meaning a rate per annum equal to the cost (without proof or 
evidence of any actual cost) to the relevant payee (as certified by it) if it 
were to fund or of funding the relevant amount plus 1% per annum.

                                      14
<PAGE>
 
"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section 
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax would not be imposed in 
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such 
Tax and the recipient of such payment or a person related to such recipient 
(including, without limitation, a connection arising from such recipient or 
related person being or having been a citizen or resident of such jurisdiction, 
or being or having been organised, present or engaged in a trade or business in 
such jurisdiction, or having or having had a permanent establishment or fixed 
place of business in such jurisdiction, but excluding a connection arising 
solely from such recipient or related person having executed, delivered, 
performed its obligations or received a payment under, or enforced, this 
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of 
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial 
banks are open for business (including dealings in foreign exchange and foreign 
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in 
the place(s) specified in the relevant Confirmation or, if not so specified, as 
otherwise agreed by the parties in writing or determined pursuant to provisions 
contained, or incorporated by reference, in this Agreement, (b) in relation to 
any other payment, in the place where the relevant account is located and, if 
different, in the principal financial centre, if any, of the currency of such 
payment, (c) in relation to any notice or other communication, including notice 
contemplated under Section 5(a)(i), in the city specified in the address for 
notice provided by the recipient and, in the case of a notice contemplated by 
Section 2(b), in the place where the relevant new account is to be located and 
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated 
Transactions, as the case may be, and a party, the Termination Currency 
Equivalent of an amount that party reasonable determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number) 
in connection with this Agreement or that Terminated Transaction or group of 
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or 
cost incurred as a result of its terminating, liquidating, obtaining or 
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any 
payment or delivery required to have been made (assuming satisfaction of each 
applicable condition precedent) on or before the relevant Early Termination 
Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or 
(3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and 
out-of-pocket expenses referred to under Section 11. A party will determine its 
Loss as of the relevant Early Termination Date, or, if that is not reasonably 
practicable, as of the earliest date thereafter as is reasonably practicable. A 
party may (but need not) determine its Loss by reference to quotations of 
relevant rates or prices from one or more leading dealers in the relevant 
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions 
and a party making the determination, an amount determined on the basis of 
quotations from Reference Market-makers. Each quotation will be for an amount, 
if any, that would be paid to such party (expressed as a negative number) or by 
such party (expressed as a positive number) in consideration of an agreement 
between such party (taking into account any existing Credit Support Document 
with respect to the obligations of such party) and the quoting Reference 
Market-maker to enter into a transaction (the "Replacement Transaction") that 
would have the effect of preserving for such party the economic equivalent of 
any payment or delivery (whether the underlying obligation was absolute or 
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                      15
<PAGE>
 
been required after that date. For this purpose, Unpaid Amounts in respect of 
the Terminated Transaction or group of Terminated Transactions are to be 
excluded but, without limitation, any payment or delivery that would, but for 
the relevant Early Termination Date, have been required (assuming satisfaction 
of each applicable condition precedent) after that Early Termination Date is to 
be included. The Replacement Transaction would be subject to such documentation 
as such party and the Reference Market-maker may, in good faith, agree. The 
party making the determination (or its agent) will request each Reference 
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as 
reasonably practicable after the relevant Early Termination Date. The day and 
time as of which those quotations are to be obtained will be selected in good 
faith by the party obliged to make a determination under Section 6(e), and, if 
each party is so obliged, after consultation with the other. If more than three 
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest 
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or 
lowest value, then one of such quotations shall be disregarded. If fewer than 
three quotations are provided, it will be deemed that the Market Quotation in 
respect of such Terminated Transaction or group of Terminated Transactions 
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or 
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or 
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market 
selected by the party determining a Market Quotation in good faith (a) from 
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such 
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated, organised, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for 
purposes of this Agreement is located, (c) in which the party executes this 
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be 
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or 
withholding or similar right or requirement to which the payer of an amount 
under Section 6 is entitled or subject (whether arising under this Agreement, 
another contract, applicable law or otherwise) that is exercised by, or imposed 
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination 
Date, the sum of--

(a)  the Termination Currency Equivalent of the Market Quotations (whether 
positive or negative) for each Terminated Transaction or group of Terminated 
Transactions for which a Market Quotation is determined: and

(b)  such party's Loss (whether positive or negative and without reference to 
any Unpaid Amounts) for each Terminated Transaction or group of Terminated 
Transactions for which a Market Quotation cannot be determined or would not (in 
the reasonable belief of the party making the determination) produce a 
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

                                      16
<PAGE>
 
"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction 
(including an agreement with respect thereto) now existing or hereafter entered 
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to 
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option equity or equity index 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), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is 
imposed by any government or other taxing authority in respect of any payment 
under this Agreement other than a stamp, registration, documentation or similar 
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a) 
if resulting from a Termination Event, all Affected Transactions and (b) if 
resulting from an Event of Default, all Transactions (in either case) in effect 
immediately before the effectiveness of the notice designating that Early 
Termination Date (or, if "Automatic Early Termination" applies, immediately 
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of 
any amount denominated in a currency other than the Termination Currency (the 
"Other Currency"), the amount in the Termination Currency determined by the 
party making the relevant determination as being required to purchase such 
amount of such Other Currency as at the relevant Early Termination Date, or, if 
the relevant Market Quotation or Loss (as the case may be), is determined as of 
a later date, that later date, with the Termination Currency at the rate equal 
to the spot exchange rate of the foreign exchange agent (selected as provided 
below) for the purchase of such Other Currency with the Termination Currency at 
or about 11:00 a.m. (in the city in which such foreign exchange agent is 
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early 
Termination Date or that later date. The foreign exchange agent will, if only 
one party is obliged to make a determination under Section 6(e), be selected in 
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger 
or, if specified to be applicable, a Credit Event Upon Merger or an Additional 
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the 
cost (without proof or evidence of any actual cost) to each party (as certified 
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination 
Date, the aggregate of (a) in respect of all Terminated Transactions, the 
amounts that became payable (or that would have become payable but for Section 
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early 
Termination Date and which remain unpaid as at such Early Termination Date and 
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be 
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market 

                                      17
<PAGE>
 
value of that which was (or would have been) required to be delivered as of the 
originally scheduled date for delivery, in each case together with (to the 
extent permitted under applicable law) interest, in the currency of such 
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b)
above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective 
dates specified below with effect from the date specified on the first page of 
this document.

       THE CHASE MANHATTAN BANK                 ACT MANUFACTURING, INC.
    -------------------------------       --------------------------------
         (Name of Party)                           (Name of Party)



By: /s/ Peter N. Langburd                 By: /s/ John A. Pino
    -------------------------------       --------------------------------
    Name:  Peter N. Langburd                  Name:  John A. Pino
    Title: Vice President                     Title: President
    Date:  October 14, 1998                   Date:  October 14, 1998

                                      18
<PAGE>
 
(Multicurrency-Cross Border)



                       SCHEDULE to the MASTER AGREEMENT
                     dated as of October 14, 1998 between
                     THE CHASE MANHATTAN BANK ("Party A")
                                      and
                      ACT MANUFACTURING,INC. ("Party B")

               PART 1: Termination Provisions and Certain Other Matters
                       ------------------------------------------------

           (a) "Specified Entity" means in relation to Party A and Party B, for 
                ----------------
the purpose of Section 5(a)(v), Section 5(a)(vi), Section 5(a)(vii) and 
Section 5(b)(iv), none.

           (b) "Specified Transaction" will have the meaning specified in 
                ---------------------
Section 14.

           (c) The "Cross-Default" provisions of Section 5(a)(vi) will not apply
                    -------------
to Party A. The "Cross-Default" provisions of Section 5(a)(vi) will apply to 
                 -------------
Party B. In connection therewith, "Specified Indebtedness" will have the meaning
                                   ----------------------
specified in Section 14, and "Threshold Amount" means USD$250,000.
                              ----------------

           (d) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) 
                    ------------------------
will not apply to Party A. The "Credit Event Upon Merger" provisions of 
                                ------------------------
Section 5(b)(iv) will apply to Party B.

           (e) The "Automatic Early Termination" provision of Section 6(a) will 
                    ---------------------------
not apply to Party A or Party B.

           (f) Payments on Early Termination. For the purpose of section 6(e):
               -----------------------------

               (i)   Loss will apply.

               (ii)  The Second Method will apply.

           (g) "Termination Currency" means United States Dollars.
                --------------------

           (h) Additional Termination Event. (i) The following shall constitute 
               ----------------------------
an Additional Termination Event (with any event specified in the following 
constituting an "Impossibility"):

Due to the occurrence of a natural or man-made disaster, armed conflict, act of 
terrorism, riot, labor disruption, act of State, or any other similar 
circumstance beyond its control
<PAGE>
 
after the date on which a Transaction is entered into, it becomes impossible 
(other than as a result of its own misconduct) for a party (which will be the 
Affected Party):

           (1)   to perform any absolute or contingent obligation, to make a
           payment or delivery or to receive a payment or delivery in respect of
           a Transaction or to comply with any other material provision of this
           Agreement relating to such Transaction; or

           (2)   to perform, or for any Credit Support Provider of such party to
           perform, any contingent or other obligation which the party or such
           Credit Support Provider has under any Credit Support Document
           relating to a Transaction.

           (ii)  The definition of "Affected Transactions" in Section 14 of this
Agreement is amended by adding the word "Impossibility" immediately before the 
word "Illegality" in the first line thereof.

           (iii) If an event or circumstance which would otherwise constitute or
give rise to an Event of Default also constitutes an Impossibility, it will be 
treated as a Termination Event and will not constitute an Event of Default.


                          PART 2: Tax Representations
                                  -------------------

                                Not applicable.


                    PART 3: Agreement to Deliver Documents
                            ------------------------------

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party 
agrees to deliver the following documents:

           (a)   Tax forms, documents or certificates to be delivered are: none.

                                       2
<PAGE>
 
          (b)  Other documents to be delivered are:

<TABLE> 
<CAPTION> 

Party required                                                                    Covered by
    to deliver       Form/Document/                 Date by which               Section 3(d)
    document         Certificate                   to be delivered            Representation
    --------         -----------                   ---------------            --------------
<S>             <C>                              <C>                         <C> 
Party B          Opinion of counsel               Upon execution and                No
                 satisfactory to Party A          delivery of this
                 substantially in the form of     Agreement
                 Exhibit I hereto

Party B          Certified copies of all          Upon execution and                Yes
                 corporate authorizations and     delivery of this
                 any other documents with         Agreement
                 respect to the execution,
                 delivery and performance of
                 this Agreement

Party B          Certificate of authority and     Upon execution and                Yes
                 specimen signatures of           delivery of this
                 individuals executing this       Agreement and
                 Agreement and                    thereafter upon
                 Confirmations                    request of Party A
</TABLE> 


                              PART 4: Miscellaneous
                                      -------------

          (a)  Address for Notices. For the purpose of Section 12(a) of this
               -------------------
               Agreement:

Address for notice or communications to Party A:

Any notice relating to a particular Transaction shall be delivered to the
address or facsimile or telex number specified in the Confirmation of such
Transaction. Any notice delivered for purposes of Sections 5 and 6 of this
Agreement shall be delivered to the following address:

          The Chase Manhattan Bank
          Attention: Legal Department-Capital Markets Group
          270 Park Avenue, 40th Floor
          New York, New York 10017-2070
          Telex No.: 232337; Answerback: CBC UR
          Facsimile No.: (212) 270-7468


                                       3
<PAGE>
 
Address for notice or communications to Party B:

          ACT Manufacturing, Inc.
          Attention: Chief Financial Officer
          2 Cabot Road
          Hudson, Massachusetts 01749
          Facsimile No.: (978) 567-4099

          (b)  Process Agent. For the purpose of Section 13(c):
               ------------- 

          Party A appoints as its Process Agent: Not applicable. 
          Party B appoints as its Process Agent: Not applicable.

          (c)  Offices. The provisions of Section 10(a) will apply to this
               ------- 
Agreement.

          (d)  Multibranch Party. For the purpose of Section 10 of this 
               -----------------
Agreement.

          Party A is a Multibranch Party and may act through any Office
          specified in a Confirmation.

          Party B is not a Multibranch Party.

          (e)  Calculation Agent. The Calculation Agent is Party A, unless
               -----------------
otherwise specified in a Confirmation in relation to the relevant Transaction.

          (f)  Credit Support Document. Details of any Credit Support Document:
               -----------------------
with respect to Party B, each of the Security Documents delivered pursuant to
the Credit Agreement, and the Guaranty set forth in Article 10 of the Credit
Agreement, shall constitute Credit Support Documents hereunder.

          (g)  Credit Support Provider. Credit Support Provider means, in
               -----------------------   
relation to Party B: each of the Guarantors (as defined in the Credit
Agreement).

          (h)  Governing Law. This Agreement will be governed by and construed
               -------------
in accordance with the laws of the State of New York (without reference to
choice of law doctrine).

          (i)  Netting of Payments. Subparagraph (ii) of Section 2(c) will not
               -------------------
apply to any Transaction unless specified in the relevant Confirmation.

          (j)  "Affiliate" will have the meaning specified in Section 14 of this
                ---------
Agreement.

                                       4
<PAGE>
 
                             PART 5: Other Provisions
                                     ----------------

     (a)   Set-off. Any amount (the "Early Termination Amount") payable to one
           -------   
party (the "Payee") by the other party (the "Payer") under Section 6(e), in
circumstances where there is a Defaulting Party or one Affected Party in the
case where a Termination Event under Section 5(b)(iv) has occurred will, at the
option of the party (`X') other than the Defaulting Party or the Affected Party
(and without prior notice to the Defaulting Party or the Affected Party), be
reduced by its set-off against any amount(s) (the 'Other Agreement Amount')
payable (whether at such time or in the future or upon the occurrence of a
contingency) by the Payee to the Payer (irrespective of the currency, place of
payment or booking office of the obligation) under any other agreement(s)
between the Payee and the Payer or instrument(s) or undertaking(s) issued or
executed by one party to, or in favor of, the other party (and the Other
Agreement Amount will be discharged promptly and in all respects to the extent
it is so set-off). X will give notice to the other patty of any set-off effected
under this section.

For this purpose, either the Early Termination Amount or the Other Agreement
Amount (or the relevant portion of such amounts) may be converted by X into the
currency in which the other is denominated at the rate of exchange at which such
party would be able, acting in a reasonable manner and in good faith, to
purchase the relevant amount of such currency.

If an obligation is unascertained, X may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party accounting
to the other when the obligation is ascertained.

Nothing in this section shall be effective to create a charge or other security
interest. This section shall be without prejudice and in addition to any right
of set-off, combination of accounts, lien or other right to which any party is
at any time otherwise entitled (whether by operation of law, contract or
otherwise).

     (b)   Exchange of Confirmations. For each Transaction entered into
           -------------------------
hereunder, Party A shall promptly send to Party B a Confirmation, via telex or
facsimile transmission. Party B agrees to respond to such Confirmation within 10
Business Days (for this purpose, Business Days refers to Business Days in the
location of the recipient), either confirming agreement thereto or requesting a
correction of any error(s) contained therein. Failure by Party B to respond
within such period shall not affect the validity or enforceability of such
Transaction and shall be deemed to be an affirmation of the terms contained in
such Confirmation, absent manifest error. The parties agree that any such
exchange of telexes or facsimile transmissions shall constitute a Confirmation
for all purposes hereunder.

                                       5
<PAGE>
 
     (c)   Waiver of Right to Trial by Jury. Each party hereby irrevocably
           --------------------------------
waives any and all rights to trial by jury with respect to any legal proceeding
arising out of or relating to this Agreement or any Transaction contemplated
hereby.

     (d)   Telephonic Recording. Each party (i) consents to the recording of the
           --------------------
telephone conversations of trading, marketing and operations personnel of the
parties and their Affiliates in connection with this Agreement or any potential
Transaction and (ii) agrees to obtain any necessary consent of, and give notice
of such recording to, such personnel of it and its Affiliates.

     (e)   Further Representations. Each party represents to the other party
           ----------------------- 
(which representation will be deemed to be repeated on each date on which a
Transaction is entered into) that it is an "eligible swap participant" as such
term is defined in Part 35 of Chapter I of Title 17 of the Code of Federal
Regulations, promulgated by the Commodity Futures Trading Commission, entitled
"Exemption of Swap Agreements."

     (f)   Relationship Between Parties. The following representation shall be
           ----------------------------
inserted as a new Section 3(g) of this Agreement:

     "(g)  Relationship Between Parties. Bach party will be deemed to represent
to the other party on the date on which it enters into a Transaction that
(absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for that Transaction):

           (i)    Non-Reliance. It is acting for its own account, and it has
     made its own independent decisions to enter into that Transaction and as to
     whether that Transaction is appropriate or proper for it based upon its own
     judgment and upon advice from such advisers as it has deemed necessary. 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 Transaction; it
     being understood that information and explanations related to the terms and
     conditions of a Transaction shall not be considered investment advice or a
     recommendation to enter into that Transaction. No communication (written or
     oral) received from the other party shall be deemed to be an assurance or
     guarantee as to the expected results of that Transaction.

           (ii)   Assessment and Understanding. It is capable of assessing the
     merits of and understanding (on its own behalf or through independent
     professional advice), and understands and accepts, the terms, conditions
     and risks of that Transaction. It is also capable of assuming, and assumes,
     the risks of that Transaction.

           (iii)  Status of Parties. The other party is not acting as a
     fiduciary for or an adviser to it in respect of that Transaction."

                                       6
<PAGE>
 
     (g)   Negative Interest Rates. (i) Floating Amounts. "Swap Transaction"
           ----------------------- 
means, for the purposes of this provision concerning Negative Interest Rates,
rate exchange or swap transaction, including transactions involving a single
currency or two or more currencies. Party A and Party B agree that, if with
respect to a Calculation Period for a Swap Transaction either party is obligated
to pay a Floating Amount that is a negative number (either due to a quoted
negative Floating Rate or by operation of a Spread that is subtracted from the
Floating Rate), the Floating Amount with respect to  that party for that
Calculation Period will be deemed to be zero, and the other party will pay to
that party the absolute value of the negative Floating Amount as calculated, in
addition to any amounts otherwise owed by the other party for that Calculation
Period with respect to that Swap Transaction, on the Payment Date that the 
Floating Amount would have been due if it had been a positive number. Any
amounts paid by the other party with respect to the absolute value of a negative
Floating Amount will be paid to such account as the receiving party may
designate (unless such other party gives timely notice of a reasonable objection
to such designation) in the currency in which that Floating Amount would have
been paid if it had been a positive number (and without regard to the currency
in which the other party is otherwise obligated to make payments).

     (ii)  Compounding. Party A and Party B agree that, if with respect to one
or more Compounding Periods for a Swap Transaction where "Compounding" or Flat
Compounding" is specified to be applicable the Compounding Period Amount, the
Basic Compounding Period Amount or the Additional Compounding Period Amount is a
negative number (either due to a quoted negative Floating Rate or by operation
of a Spread that is subtracted from the Floating Rate), then the Floating Amount
for the Calculation Period in which that Compounding Period or those Compounding
Periods occur will be either the sum of all the Compounding Period Amounts or
the sum of all the Basic Compounding Period Amounts and all the Additional
Compounding Period Amounts in that Calculation Period (whether positive or
negative). If such sum is positive, then the Floating Rate Payer with respect to
the Floating Amount so calculated will pay that Floating Amount to the other
party. If such sum is negative, the Floating Amount with respect to the party
that would be obligated to pay that Floating Amount will be deemed to be zero,
and the other party will pay to that party the absolute value of the negative
Floating Amount as calculated, such payment to be made in accordance with (i)
above.

     (h)   "Credit Agreement" means the Credit Agreement, dated as of October
            ----------------
 , 1998, among Party B, the Subsidiary Guarantor named therein, the lenders
party thereto and Party A, as agent, as amended, supplemented or otherwise
modified from time to time; provided that if the obligations under the Credit
Agreement are paid in full, the Credit Agreement is otherwise terminated or
cancelled, or Party A shall for any reason cease to remain a party thereto,
Credit Agreement means the Credit Agreement as it existed

                                       7
<PAGE>
 
immediately prior to such event.  Capitalized terms defined therein and not 
otherwise defined herein shall have the meanings assigned in the Credit 
Agreement.

     (i)   Further Agreements of Party B.  Party B agrees with Party A that 
           -----------------------------
Party B will comply with each of the covenants set forth in Articles 6, 7 and 8 
of the Credit Agreement.

     (j)   Additional Event of Default.  With respect to Party B, it shall 
           ---------------------------
constitute an Event of Default under this Agreement if there shall occur any 
Event of Default under the Credit Agreement.

     (k)   Further Representation of Party B.  Party B represents and warrants 
           ---------------------------------
to Party A (which representation will be deemed to be repeated by Party B on 
each date on which a Transaction is entered into) that each of the 
representations and warranties made by Party B in Article 5 of the Credit 
Agreement is true and correct and no Event of Default under the Credit Agreement
has occurred and is continuing.

                    PART 6:  Foreign Exchange Transactions
                             -----------------------------

     (a)   Definitions and Application.  This Agreement is subject to the 1998 
           ---------------------------
FX and Currency Option Definitions (the "FX Definitions"), as published by the 
International Swaps and Derivatives Association, Inc., the Emerging Markets 
Traders Association and The Foreign Exchange Committee, as hereinafter amended. 
In the event of any inconsistency between the FX Definitions and this Agreement,
this Agreement will govern.  Unless otherwise agreed in writing by the parties, 
each FX Transaction, whether now existing or hereafter entered into, between the
parties shall be governed by this Agreement, notwithstanding Section 1(b) of 
this Agreement, the absence of any reference to this Agreement in the 
Confirmation in respect of any such FX Transaction, or the reference to any 
other governing terms or law in such Confirmation.

     (b)   Confirmations.  In respect of FX Transactions, the term 
           -------------
"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 notwithstanding the absence of any reference to this Agreement 
therein or the reference therein to any other governing terms or law.  In 
relation to such Confirmations, unless either party objects to the terms 
contained in any Confirmation within three (3) Business Days in its location of 
receipt thereof, or such shorter time as may be appropriate given the Settlement
Date of an FX Transaction, the terms of such Confirmation shall be deemed 
correct and accepted absent manifest error, unless a corrected Confirmation is 
sent by a party within such three (3) Business Days, or shorter period, as 
appropriate, in which case the party receiving such corrected Confirmation shall
have three (3) Business Days in its location, or shorter period, as appropriate,
after receipt thereof to object to the terms contained in

                                       8
<PAGE>
 
such corrected Confirmation.  In the event of any conflict between the terms of 
such a Confirmation of an FX Transaction and this Agreement, the terms of this 
Agreement shall prevail, and the Confirmation shall not modify the terms of this
Agreement.



Accepted and agreed:

THE CHASE MANHATTAN BANK                   ACT MANUFACTURING, INC.


By: /s/ Peter N. Langburd                  By: /s/ John A. Pino
   -------------------------------            -------------------------------
   Name:  Peter N. Langburd                   Name:  John A. Pino
   Title: Vice President                      Title: President

                                       9