Exhibit 10.06

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



                INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT

            MASTER  AGREEMENT  dated as of August 1, 1997,  by and between  CARR
FUTURES INC., a Delaware corporation and DEAN WITTER SPECTRUM SELECT L.P.

SECTION 1.    DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

              (iii) the Value Date, and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.    FX TRANSACTIONS

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

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

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

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

SECTION 3.    SETTLEMENT AND NETTING

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

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

              3.3 Novation Netting.

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

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

              3.4  General.

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

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

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

SECTION 4.    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

SECTION 5     CLOSE-OUT AND LIQUIDATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.    PARTIES TO RELY ON THEIR OWN EXPERTISE

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

SECTION 8.    MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 9.    LAW AND JURISDICTION

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

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

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

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

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


<PAGE>



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

                                CARR FUTURES INC.



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

                              DEAN WITTER SPECTRUM SELECT L.P.

                              By Demeter Management Corporation
                                    General Partner



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



<PAGE>




                                    SCHEDULE

        Schedule to the International Foreign Exchange Master Agreement

                           dated as of August 1, 1997

   between Dean Witter Spectrum Select L.P. ("Party A") and Carr Futures Inc.
                                  ("Party B").

Part I.       Scope of Agreement

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

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

Part II.      Designated Offices

              Each of the following shall be a Designated Office:

              Party A:

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

              Party B:

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


Part III.     Notices:

              If sent to Party A:

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

              With copies to Party A's designated Trading Advisors.

              If sent to Party B:

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


Part IV.      Payment Instructions

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

              Party A                     Party B

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

Part V.       Netting

A.            Settlement Netting Offices

              Each of the following shall be a Settlement Netting Office:

              Party A:    Same as in Part II.

              Party B:    Same as in Part II.


B.            Novation Netting Offices

              Each of the following shall be a Novation Netting Office:

              Party A:    Same as in Part V-A.

              Party B:    Same as in Part V-A.


C.            Matched Pair Novation Netting Offices

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

              Party A:    Not Applicable.

              Party B:    Not Applicable.


Part VI.      Cash Settlement of FX Transactions

              The following provision shall apply:

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

Part VII.     Base Currency

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

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

Part VIII.    Threshold Amount

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

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

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

Part IX.      Additional Events of Default

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

                                            None.

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

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

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


Part X.       Automatic Termination

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

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

Part XI.      Adequate Assurances

              Adequate   Assurances  under  Section  8.14  shall  apply  to  the
              Agreement.

Part XII.     Governing Law

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

Part XIII.    Consent to Jurisdiction

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

Part XIV.     Agent for Service of Process

              Not applicable.

Part XV.      Certain Regulatory Representations

A.            The following FDICIA representation shall not apply:

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

                    [  ] broker or dealer within the meaning of FDICIA;

                    [  ] depository institution within the meaning of FDICIA;

                    [  ] futures commission merchant within the meaning of
                          FDICIA;

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

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

                    [  ] broker or dealer within the meaning of FDICIA;

                    [  ] depository institution within the meaning of FDICIA;

                    [  ] futures commission merchant within the meaning of
                         FDICIA;

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


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

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

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

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

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

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

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


B. The following ERISA representation shall apply:

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


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

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


Part XVI.     Additional Covenants

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

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

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

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