Exhibit 10.04

                               CUSTOMER AGREEMENT

            THIS CUSTOMER AGREEMENT (this "Agreement") made as of May 1, 2000,
by and among MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED L.P. a Delaware
limited partnership (the "Customer") and MORGAN STANLEY & CO. INTERNATIONAL
LIMITED ("MSIL");

                              W I T N E S S E T H:

            WHEREAS, Customer and MSIL wish to enter into this Agreement to set
forth the terms and conditions upon which MSIL will perform brokerage services
with respect to Client Contracts, Contracts and Transactions for Customer
through an account carried by MSIL on behalf and in the name of Customer (the
"Account").

            NOW, THEREFORE, the parties hereto hereby agree as follows:

            1. Incorporation by Reference. The Non-Private Customer Agreement
annexed hereto is hereby incorporated by reference herein and made a part hereof
to the same extent as if such document were set forth in full herein. If any
provision of this Agreement is or at any time becomes inconsistent with the
annexed document, the terms of this Agreement shall control.

            2. Standard of Liability and Indemnity.

            (a) Standard of Liability. MSIL and its affiliates (as defined
      below) shall not be liable to Customer, the general partner or the limited
      partners, or any of its or their respective successors or assigns, for any
      act, omission, conduct, or activity undertaken by or on behalf of the
      Customer pursuant to this Agreement which MSIL determines, in good faith,
      to be in the best interest of the Customer, unless such act, omission,
      conduct, or activity by MSIL or its affiliates constituted misconduct or
      negligence. Without limiting the foregoing, MSIL shall have no
      responsibility or liability to Customer hereunder (i) in connection with
      the performance or non-performance by any Exchange, Clearing House or
      other third party (including floor brokers not selected by MSIL) and/or
      Broker to MSIL of its obligations in respect of any Contract or
      Transaction or other property of Customer; (ii) as a result of any
      prediction, recommendation or advice made or given by a representative of
      MSIL whether or not made or given at the request of Customer; (iii) as a
      result of MSIL's reliance on any instructions, notices and communications
      that it believes to be that of an individual authorized to act on behalf
      of Customer; (iv) as a result of any delay in the performance or
      non-performance of any of MSIL's obligations hereunder directly or
      indirectly caused by the occurrence of any contingency beyond the control
      of MSIL including, but not limited to, the unscheduled closure of an
      Exchange or Clearing House or delays in the transmission of orders due to
      breakdowns or failures of transmission or communication facilities,
      execution, and/or trading facilities or other systems, it being understood
      that MSIL shall be excused from performance of its obligations hereunder
      for such period of time as is reasonably necessary after such occurrence
      to remedy the effects therefrom; (v) as a result of any action taken by
      MSIL to comply with Market Requirements or Applicable Law; or (vi) for any
      acts or omissions of those neither employed nor supervised by MSIL
      (excluding floor brokers selected by MSIL). In no event will MSIL be
      liable to Customer for consequential, incidental or special damages
      hereunder.

            (b) Indemnification by Customer. Customer shall indemnify, defend
      and hold harmless MSIL and its affiliates from and against any loss,
      liability, damage, cost or expense (including attorneys' and accountants'
      fees and expenses incurred in the defense of any demands, claims or
      lawsuits) actually and reasonably incurred arising from any act, omission,
      conduct, or activity undertaken by MSIL on behalf of Customer, including,
      without limitation, any demands, claims or lawsuits initiated by a limited
      partner (or assignee thereof); provided that (i) MSIL has determined, in
      good faith, that the act, omission, conduct, or activity giving rise to
      the claim for indemnification was in the best interests of the Customer,
      and (ii) the act, omission, conduct or activity that was the basis for
      such loss, liability, damage, cost or expense was not the result of
      misconduct or negligence. Notwithstanding the foregoing, no
      indemnification of MSIL or its affiliates by Customer shall be permitted
      for any losses, liabilities or expenses arising from or out of any alleged
      violation of federal or state securities laws unless (i) there has been a
      successful adjudication on the merits of each count involving alleged
      securities law violations as to the particular indemnitee, or (ii) such
      claims have been dismissed with prejudice on the merits by a court of
      competent jurisdiction as to the particular indemnitee, or (iii) a court
      of competent jurisdiction approves a settlement of the claims against the
      particular indemnitee and finds that indemnification of the settlement and
      related costs should be made, provided with regard to such court approval,
      the indemnitee must apprise the court of the position of the SEC and the
      positions of the respective securities administrators of Massachusetts,
      Missouri, Tennessee and/or those other states and jurisdictions in which
      the plaintiffs claim that they were offered or sold Units, with respect to
      indemnification for securities laws violations before seeking court
      approval for indemnification. Furthermore, in any action or proceeding
      brought by a limited partner in the right of Customer to which MSIL or any
      affiliate thereof is a party defendant, any such person shall be
      indemnified only to the extent and subject to the conditions specified in
      the Delaware Revised Uniform Limited Partnership Act, as amended, and this
      Section 2. The Customer shall make advances to MSIL or its affiliates
      hereunder only if: (i) the demand, claim lawsuit or legal action relates
      to the performance of duties or services by such persons to Customer; (ii)
      such demand, claim lawsuit or legal action is not initiated by a limited
      partner; and (iii) such advances are repaid, with interest at the legal
      rate under Delaware law, if the person receiving such advance is
      ultimately found not to be entitled to indemnification hereunder.

            (c) Indemnification by MSIL. MSIL shall indemnify, defend and hold
      harmless Customer and its successors or assigns from and against any
      losses, liabilities, damages, costs or expenses (including in connection
      with the defense or settlement of claims; provided MSIL has approved such
      settlement) incurred as a direct result of the activities of MSIL or its
      affiliates, provided, further, that the act, omission, conduct or activity
      giving rise to the claim for indemnification was the result of bad faith,
      misconduct or negligence of MSIL or its affiliates.

            (d) Limitation on Indemnities. The indemnities provided in this
      Section 2 by Customer to MSIL and its affiliates shall be inapplicable in
      the event of any losses, liabilities, damages, costs or expenses arising
      out of, or based upon, any material breach of any agreement of MSIL
      contained in this Agreement to the extent caused by such event. Likewise,
      the indemnities provided in this Section 2 by MSIL to Customer and its
      successors and assigns shall be inapplicable in the event of any losses,
      liabilities, damages, costs or expenses arising out of, or based upon, any
      material breach of any representation, warranty or agreement of Customer
      contained in this Agreement to the extent caused by such breach.

            (e) Definition of "Affiliate." As used in this Section 2, the term
      "affiliate" of MSIL shall mean: (i) any natural person, partnership,
      corporation, association, or other legal entity directly or indirectly
      owning, controlling, or holding with power to vote 10% or more of the
      outstanding voting securities of MSIL; (ii) any partnership, corporation,
      association, or other legal entity 10% or more of whose outstanding voting
      securities are directly or indirectly owned, controlled, or held with
      power to vote by MSIL; (iii) any natural person, partnership, corporation,
      association, or other legal entity directly or indirectly controlling,
      controlled by, or under common control with, MSIL; or (iv) any officer or
      director of MSIL. Notwithstanding the foregoing, "affiliates" for purposes
      of this Section 2 shall include only those persons acting on behalf of
      MSIL and performing services for Customer within the scope of the
      authority of MSIL, as set forth in this Agreement.

            3. MSIL Responsibilities. MSIL agrees to notify the applicable
trading advisor for the Customer immediately upon discovery of any error
committed by MSIL or any of its agents with respect to a trade for the Account
which MSIL believes was not executed or cleared in accordance with proper
instructions given by the Customer, its trading advisors or any other authorized
agent of Customer. Errors made by floor brokers appointed or selected by MSIL
shall constitute errors made by MSIL. However, MSIL shall not be responsible for
errors committed by the trading advisors.

            MSIL agrees to report to Dean Witter Reynolds Inc. ("DWR") its own
errors and the errors of any trading advisor for the Account which MSIL becomes
aware of, provided that such reporting may be via telephone. Notwithstanding the
foregoing, the failure to comply with such reporting obligation does not
increase MSIL's liability for its own errors beyond that otherwise expressly set
forth in this Agreement, nor does it make MSIL in any way responsible for errors
committed by the trading advisors.

            MSIL acknowledges that the other partnerships of which Demeter
Management Corporation (the general partner of Customer) is the general partner
or trading manager, do not constitute affiliates of the Customer.

            4. Minimum Margins. All Contracts for the Account shall be margined
at the applicable Exchange or Clearing House minimum rates for speculative
accounts.

            5. Payment of Interest. MSIL shall pay to DWR at each month-end
interest on Customer's funds in its possession as agreed between MSIL and DWR
from time to time. Customer understands that it will not receive any interest
income on its assets held by MSIL other than that paid by DWR pursuant to the
Customer's DWR Customer Agreement. DWR (and not the Customer) shall pay MSIL
interest on any debit balances in the Account at such rates as MSIL and DWR
shall agree from time to time.

            6. Recording. Each of MSIL, the Customer, and the Customer's agents
(including DWR), in their sole and absolute discretion, may record, on tape or
otherwise, any telephone conversation between or among MSIL, the Customer or the
Customer's agents with respect to the Account and Transactions therein and each
of MSIL and the Customer hereby agrees and consents thereto.

            7. Termination. This Agreement may be terminated at any time by any
party upon thirty (30) days' prior written notice to the other parties hereto.
In the event of such notice, Customer shall either close out open positions in
the Account or arrange for such open positions to be transferred to another
futures broker. Upon satisfaction by Customer of all of Customer's liabilities
to MSIL, MSIL shall transfer to another futures broker all Contracts, if any,
then held for the Account, and shall transfer to Customer or to another futures
broker, as Customer may instruct, all cash, securities and other property held
in the Account, whereupon this Agreement shall terminate. Notwithstanding the
foregoing, in the event MSIL is required by a regulatory authority to transfer
the Account to another futures broker or in the event that MSIL abandons the
futures brokerage business, then MSIL shall have the right to terminate this
Agreement by written notice effective the date contained therein, provided that
MSIL cooperates in the transfer of open positions to another futures broker and
that the termination of the Agreement is not made effective earlier than the
completion of the transfer.

            8. Complete Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the matters referred to herein, and
no other agreement, verbal or otherwise, shall be binding as among the parties
with respect to such matters unless in writing and signed by the party against
whom enforcement is sought.

            9. Assignment. This Agreement may not be assigned by any party
without the express written consent of the other parties.

            10. Amendment. This Agreement may not be amended except by the
written consent of the parties and provided such amendment is consistent with
Customer's Limited Partnership Agreement.

            11. Notices. All notices required or desired to be delivered under
this Agreement shall be sent to the following addresses:

            if to the Partnership:

                       MORGAN STANLEY DEAN WITTER SPECTRUM
                       GLOBAL BALANCED L.P .

                       c/o Demeter Management Corporation
                       Two World Trade Center, 62nd Floor
                       New York, New York 10048
                       Attention: Robert E. Murray

            if to MSIL:

                     as set forth in the Non-Private Customer Agreement.

            12. Survival. The provisions of this Agreement shall survive the
termination of this Agreement with respect to any matter arising while this
Agreement was in effect.

            13. Headings. Headings of Sections herein are for the convenience of
the parties only and are not intended to be a part of or to affect the meaning
or interpretation of this Agreement.

            IN WITNESS WHEREOF, this Agreement has been executed for and on
behalf of the undersigned as of the day and year first above written.

                           MORGAN STANLEY DEAN WITTER SPECTRUM GLOBAL BALANCED
                           L.P.

                           By:   Demeter Management Corporation
                                 General Partner

                           By:   /s/ Robert E. Murray
                              ------------------------------------------------
                                Robert E. Murray
                                President

                           MORGAN STANLEY & CO. INTERNATIONAL LIMITED


                           By: /s/ Brian Daly
                              ------------------------------------------------
                           Name: Brian Daly
                           Title: Executive Director



<PAGE>



                              MORGAN STANLEY & CO.
                             INTERNATIONAL LIMITED

                                1. MORGAN STANLEY
                               SECURITIES LIMITED





                              Customer Documents
                 (Market Counterparty / Non-Private Customer)

                        Exchange-traded Derivatives Only





                                    May 1999


<PAGE>



                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (EXCHANGE-TRADED DERIVATIVES)

            (a)   TABLE OF CONTENTS

Please read the contents of Part One before signing the Customer Signatures
pages in Part Three.

                                                                          Page

PART ONE: NON-PRIVATE CUSTOMER AGREEMENT                                   1
                          (Exchange-Traded Derivatives)

Chapter                 I    Introduction                                  1

                        II   Terms Applicable to Dealings                  4

                        III  Margin                                        6

                        IV   Material Interests                            9

                        V    Powers and Exclusions of Liability            10

                        VI   Authorisation                                 13

                        VII  General                                       14


PART TWO:   MASTER NETTING AGREEMENT                                       17


PART THREE:     SCHEDULES                                                  26


PART FOUR:      CUSTOMER SIGNATURE PAGES                                   32

                        Non-Private Customer Documents
                        Customers Domiciled in Luxembourg only
                        Third Party Trading Authorisation
                        Certificates of Authority to Deal
                        Certificate of Trustees



<PAGE>



                                    PART ONE
                         NON-PRIVATE CUSTOMER AGREEMENT
                          (Exchange-Traded Derivatives)

Made in compliance with the Rules of The Securities and Futures Authority
Limited ("SFA")

THIS AGREEMENT is made as of the date specified on the first customer signature
page below

BETWEEN:

(A)         You, as the client named on the customer signature page; and

(B)         MORGAN STANLEY & CO. INTERNATIONAL LIMITED ("MSIL") AND/OR MORGAN
            STANLEY SECURITIES LIMITED ("MSSL") both of 25 Cabot Square, Canary
            Wharf, London E14 4QA. MSIL is regulated by SFA, and MSSL is
            regulated by SFA and a member of the London Stock Exchange.

IT IS HEREBY AGREED AS FOLLOWS:
We will treat you as a NON-PRIVATE CUSTOMER regarding all investment business
regulated by SFA which we carry on for or with you pursuant to this Agreement
other than for any business referred to below under "Market Counterparties".

All investment business mentioned in Clause 2 below which we carry out with you
or on your behalf as a Non-Private Customer will be carried out under the terms
and conditions set out below (as amended or supplemented from time to time) and
the Customer Documents.

Market Counterparties
The terms of this Agreement and the Customer Documents will also apply to
investment business which we carry out with you or on your behalf if, in respect
of such business, you are a market counterparty.

                            CHAPTER 1 - INTRODUCTION

1.          Interpretation
            In the Customer Agreement, the words and phrases below have the
            following meanings:-

            "acting in due capacity" in relation to you means as beneficial
            owner or, where some other person is beneficial owner, as trustee or
            agent for and (in either case) with all requisite authorities from
            that other person;

            "Applicable Law" includes without limitation

            (a)   Market Requirements, and

            (b)   the rules, regulations, orders, directives, announcements,
                  decisions, procedures, terms, other requirements and/or
                  customs made, given or issued by, or published under the
                  authority of any Regulatory Body, all as amended, supplemented
                  or replaced from time to time;

            "Approved Custodian" means such bank, financial institution or
            company approved by us, or any nominee company or trust corporation
            which is a subsidiary thereof;

            "Asset" means currencies, Securities (including futures or option
            contracts), deposits or physical assets;

            "Associated Firm" means any company in the Morgan Stanley Dean
            Witter & Co. group of companies and, as the context requires, any
            other person connected with us.

            "Broker" means such member of an Exchange and/or Clearing House as
            is instructed by us to enter, clear or settle any transaction on an
            Exchange;

            "Charged Securities" means such Securities as

            (a)   with our agreement, you (or any person for your account) by
                  way of security have deposited with or transferred to or may
                  hereafter deposit with or transfer to us or our agents or
                  nominees (or with or to our or their order, account, direction
                  or control), wholly or partly in satisfaction of a demand for
                  Margin. We shall have sole discretion to determine the type,
                  amount and quality of the Securities that you may deposit or
                  transfer as Charged Securities;

            (b)   are or may at any time hereafter be held (in a clearance
                  system or otherwise)

                  (i)   to our order by or for the account of an Approved
                        Custodian or

                  (ii)  by, or to the order of, for the account of or under the
                        control or direction of us (or our agents or nominees)
                        and in either case which have, with our agreement, by
                        way of security been made subject to the terms of the
                        charge in Clause 19.2;

            "Clearing House" means any clearing house providing settlement or
            clearing or similar services for, or as part of, an Exchange;

            "Client Contract" means a futures or option contract between us and
            you, which is matched by an identical Contract;

            "Client Money" means all initial and variation cash Margin, option
            premiums and all other sums received from or due to you pursuant to
            the Customer Documents which is "Client Money" within the meaning of
            the Client Money Regulations;

            "Client Money Regulations" means The Financial Services (Client
            Money) Regulations 1991, The Financial Services (Client Money)
            (Supplementary) Regulations 1991 and the related client money rules
            in Chapter 4 of the rules of SFA;

            "close out" means the entering into of a Contract equal and opposite
            to a Contract previously entered into (and each matching a Client
            Contract) to create a level position in relation to the Assets
            underlying the Contracts, or in relation to the Contracts
            themselves, and fix the amount of profit or loss arising from such
            Contracts and the corresponding Client Contracts;

            "Contract" means a futures or option contract entered into by us on
            an Exchange or with or through a Broker pursuant to Clause 3;

            "Customer Documents" means this Agreement, Master Netting Agreement,
            any notice (including but not limited to any "Notice of treatment as
            a Non-Private Customer" or "Notice of treatment as a Market
            Counterparty") and any Further Schedules (including, without
            limitation, confirmations, contract notes and statements) and
            additional documents relating directly to or indirectly to the
            services provided under Clause 2 below and accompanying this
            Agreement whether or not expressly incorporated in this Agreement
            and each as amended and/or supplemented from time to time;

            "Exchange" means any exchange, market or association of dealers in
            any part of the world on or through which investments or currencies
            or assets underlying, derived from or otherwise related directly or
            indirectly to investments or currencies are bought and sold and
            includes, without limitation, any automated trading system
            administered by an Exchange;

            "FSA" means the Financial Services Authority and any successor
            thereto, the central regulatory authority for United Kingdom
            investment business;

            "FSA1986" means the Financial Services Act 1986 of the United
            Kingdom and any successor thereto;

            "Further Schedule" means any further schedule or notice issued by us
            to you after the date of this Agreement;

            "a futures or option contract" means a contract, for future delivery
            and/or settlement, to (a) buy or sell an Asset and/or (b) pay or
            receive a sum of money by reference to an index or formula
            (including without limitation the price or value of any Assets);

            "LCH" means The London Clearing House Limited;

            "LIFFE" means the London International Financial Futures and Options
            Exchange and/or, as the context requires, LIFFE Administration and
            Management;

            "Margin" means the amount of cash (including premiums) as may from
            time to time be demanded by us from you to protect us against any
            loss or risk of loss on present, future or contemplated Contracts
            and/or Client Contracts;

            "Margin Account" means a client bank account with such approved bank
            or banks as we may from time to time determine, which (in the case
            of any such account in which Client Money is held) is a margined
            transaction bank account within the meaning of the Client Money
            Regulations;

            "Market Requirements" means

            (a)   the constitution, by-laws, rules, regulations, orders,
                  directives, announcements, decisions, procedures, standard
                  terms and customs made, issued by, or published under the
                  authority of any Exchange, Clearing House, self-regulating
                  organisation or market of which we or any relevant Associated
                  Firm or any Broker is a member, or to whose authority we are
                  or any of them is subject, directly or indirectly, or where
                  the relevant transaction is executed and/or cleared, and

            (b)   any other requirements of the relevant Exchange, Clearing
                  House or Broker (including without limitation any and all
                  agreements and deeds entered into by us or any relevant
                  Associated Firm or Broker with or in favour of the relevant
                  Exchange, Clearing House or Broker),

            all as amended, supplemented or replaced from time to time;

            "Open Contract" means a Contract which has not been closed out and
            which has not yet matured;

            "Regulatory Body" means any Exchange, Clearing House, governmental,
            quasi-governmental or other department, agency or self-regulating
            organisation of which we are a member which has direct or indirect
            regulatory or enforcement authority or responsibility over us (or to
            any relevant Associated Firm or Broker), or any investment business
            conducted by us or such relevant Associated Firm or Broker for or
            with you;

            "Rules" means the FSA Statements of Principle, the rules of SFA, the
            Client Money Regulations and the Common Unsolicited Calls
            Regulations;

            "Securities" means securities, investments and financial
            instruments;

            "Taxes" means taxes, duties, imposts and fiscal and regulatory
            charges of any nature, wherever and whenever imposed, including
            without limitation, value added taxes, stamp and other documentary
            taxes and Exchanges and Clearing House and investment industry
            levies; and

            "Transaction" means the entering into of a Contract, closing out or
            effecting delivery and/or settlement of a Contract (which terms
            shall include exercise or allocation of an option Contract) pursuant
            to the Customer Documents.

            References herein to "we" or "us" shall mean MSIL and/or MSSL and/or
            each or any of our Associated Firms or members of a relevant
            Exchange to whom we have delegated pursuant to Clause 3 and /or (in
            Clauses 9, 21 and 22) any associate of MSIL and/or MSSL, and
            references to "our" shall be construed accordingly.

            Any words or expressions to which a meaning is given in the Rules,
            shall, except where the context indicates otherwise, have the same
            meaning in the Customer Documents.

            Words importing the singular shall, where the context permits,
            include the plural and vice versa. The expression "person" shall
            include any firm, partnership, association of persons and body
            corporate and any such persons acting jointly and the personal
            representatives or successors in title of any such person. Where the
            customer comprises two or more persons the liabilities and
            obligations under the Customer Documents shall be joint and several.
            References to "writing" shall include telex, facsimile transmission
            or transmission of text by any other electronic means. References to
            statutory provisions, rules and regulations shall include any
            modification, re-enactment or re-making thereof.

            All headings are for convenience only and shall not affect the
            interpretation of the Customer Documents.

2.          Services to be provided
2.1         The services which we may provide to you are general investment and
            dealing services in financial and commodity options, futures and
            contracts for differences traded on an Exchange, together with
            related research, advice, clearing and settlement facilities and any
            other services agreed between us.

2.2         We shall not undertake discretionary transactions for you unless you
            have signed and returned to us a Discretionary Trading
            Authorisation.

3.          Delegation
3.1         We may arrange for any of our Associated Firms or any other member
            of a relevant Exchange to carry out the services to you, which we
            agree to provide to you pursuant to this Agreement.

3.2         We may designate a Broker to execute, clear and/or settle any
            transaction subject to the Rules and to such conditions as we may
            impose.

4.          Introduction of business
4.1.        We may introduce you to any Associated Firm outside the United
            Kingdom and you hereby authorise us on any such Associated Firm's
            behalf to expressly invite it to call you with a view to entering
            into investment transactions from time to time with or for you. If
            such Associated Firm agrees to do so:

            (a)   you shall have a direct relationship solely with such
                  Associated Firm and, in any dispute between, or claim against,
                  you and/or any such Associated Firm, you shall have no
                  recourse to us; and

            (b)   you may place orders with us for the Associated Firm to
                  execute, subject to its terms. In any of these transactions,
                  we will act as agent for the Associated Firm, and nothing we
                  do in connection with such transactions will make us your
                  agent.

4.2         For any transaction or other investment services provided to you
            by such Associated Firms, only the following provisions of this
            Agreement will apply as between us and you, as the context may
            require and each as amended from time to time;

            (a)   Clauses 1, 2, 4, 5.2, 8, 9, 21, 22, 26, 29-31and Chapters VI
                  and VII, Schedule 2 and Schedule 3; and

            (b)   in the case of the latest Notice of Treatment sent by us to
                  you as a non-private customer or market counterparty,
                  paragraphs 1 and 2 of that Notice.

5.          Dealings and rules, regulations and restrictions
5.1         All Client Contracts and Transactions shall be subject to applicable
            Market Requirements and Applicable Law; provided that:

            (a)   if there is a conflict between (i) the Customer Documents and
                  (ii) any such requirements and/or law, the latter will
                  prevail; and

            (b)   we are entitled to take or omit to take any action we consider
                  fit or appropriate to ensure compliance with such laws and
                  requirements; all actions we take will be binding on you.

5.2         We are authorised by you at any time to do any thing or disclose any
            matters concerning you or your dealings (whether or not pursuant to
            the Customer Documents) if required by any Applicable Law, or which
            we are requested to do or disclose by any Regulatory Body.

                    CHAPTER II - TERMS APPLICABLE TO DEALINGS

6.          Contracts and Client Contracts
6.1         If we carry out a Transaction on your request or pursuant to Clause
            24 below:

            (a)   a corresponding Client Contract shall come into existence on
                  the purchase or sale of a Contract or, as the case may be
                  exercise and allocation of an option Contract in respect of
                  which the underlying Asset is a futures Contract. The Client
                  Contract will terminate when the Contract is closed out,
                  settled or delivered; and

            (b)   you will have the obligations in relation to the Transaction
                  and the Client Contract that are mentioned in this Agreement
                  and the Customer Documents.

6.2         For each Client Contract, we will have made or placed an equivalent
            Contract on the floor of the relevant market (by open outcry on the
            floor of, or on an automated trading system administered by, a
            futures and options Exchange or the futures or options market of any
            other Exchange) or will have entered into an equivalent Contract
            with or through a Broker pursuant to Clause 3 and we shall thus have
            an interest in the Transaction.

6.3         Any Contract which we acquire as a result of your instructions will,
            unless the position has been closed out, result in you becoming
            liable to us in relation to the corresponding Client Contract for
            actual delivery of its underlying Asset or payment of the relevant
            price, under and subject to Market Requirements.

7.          Acceptance and execution of orders
7.1         Every order which we may take is accepted and executed, and every
            Client Contract shall be entered into, on the basis that we contract
            with you only as a principal and not as agent for you unless
            otherwise required by Market Requirements.

7.2         If we have to carry out a Transaction as agent on an Exchange where
            we would not deal as principal then, for that Transaction, you agree
            to be bound by all Market Requirements of that Exchange and you
            undertake to sign and deliver to us any further Customer Documents
            as we may require. Unless we otherwise require, Market Requirements
            of that Exchange will be incorporated herein.

8.          Aggregation of orders
            We may aggregate your orders with our own (in-house) orders and/or
            orders of our associates, connected customers and/or other
            customers. This aggregation may operate on some occasions to your
            advantage and on others to your disadvantage.

9.          Research and recommendations
9.1         We are under no obligation to provide research reports and
            recommendations to you and, where provided, you may not receive them
            at the same time as our other customers.

9.2         Our employees, officers and directors may receive, know about, act
            upon or use such research reports and recommendations before they
            are received by our customers. We are under no obligation to take
            account of these reports or recommendations when we deal with or for
            you.

10.         Client actions
10.1        You will take any action and give us in relation to the
            corresponding Client Contract any information that we ask for in
            relation to the delivery, settlement, and, if a purchased Option
            Contract, the exercise or allocation, of any Contract which has not
            been closed out.

10.2        Notwithstanding Clause 10.1 above and regardless of any right of
            equity, set-off or counterclaim which you may have or allege against
            us, any of our Associated Firms or any person connected with us, you
            will promptly take all action necessary (including the supply of
            information) to enable us to settle or deliver any Contract which
            you have instructed us to open and which has not been closed out at
            the time such Contract is to be performed.

11.         Closing Out
11.1        Subject in particular to Clauses 3 to 8 and 33.3, Market
            Requirements and any further requirements we notify you of, you may
            at any time before the date for performance of a Client Contract
            request us to close out the matching Contract or, if a purchased
            option Contract, exercise that Contract in accordance with its
            terms. If the closing out or exercise results in a sum of money
            being due to us, the relevant Exchange, Clearing House and/or
            Broker, we shall notify you of that amount, which will be payable by
            you immediately.

11.2        Unless we in our absolute discretion determine otherwise or we
            accept instructions from you to do otherwise, equal and opposite
            Contracts and Client Contracts (closing out being determined on a
            "first in, first out" basis) will automatically fix the amount of
            profit or loss in relation thereto.

12.         Allocation
            If the relevant Clearing House and/or Broker does not allocate long
            Open Contracts at maturity directly to a specific account of ours or
            to short Client Contracts (or vice versa) we may allocate those
            Contracts at random or in a way which seems to us to be most
            equitable as between clients. If dealings on our own account are
            involved at the same time, allocation will be to all clients first,
            and we will receive no allocation until all relevant Client
            Contracts have been satisfied.

13.         Delivery to you
            When we receive any amounts and/or Assets (including documents of
            title), pursuant to a Transaction, provided that you have fulfilled
            all your obligations under this Agreement and subject to Clause 15,
            18.3, 22.2 and 24.2, we will deliver such amounts and/or Assets to
            you in respect of the corresponding Client Contract, after deduction
            of any Charges and Taxes.

14.         Option Premiums
            In respect of an option Contract matching a Client Contract:-

            (a)   if you are a buyer, you will pay to us on demand any premium
                  payable under the rules of the relevant Exchange and/or
                  Clearing House (the "premium"); and

            (b)   if you are a seller, when we receive premium from the relevant
                  Exchange, Clearing House and/or Broker we will pay it into the
                  Margin Account as Margin for your account. You may be required
                  to pay further margin in respect of the relevant Contract and
                  corresponding Client Contract.

15.         Alteration of Contracts
            If the relevant Exchange, Clearing House or Broker requires any
            terms or conditions of any Contract matching a Client Contract
            (including the Assets subject to it) to be altered, we may take all
            actions as may, in our absolute discretion, be necessary, desirable
            or expedient to comply with such requirements or to avoid or
            mitigate loss resulting from any alteration. All actions taken by us
            will be binding on you, and any alteration will be deemed
            incorporated into the corresponding Client Contract. We shall notify
            you of any alteration (in advance, where reasonably practicable).

16.         Charges
16.1        Our charges will either be a commission or a mark-up or mark-down on
            the fee payable by us to any Exchange, Clearing House and/or Broker
            for the relevant Transaction and/or such other amounts as may be
            agreed from time to time between you and us. Our charges vary
            according to the transaction and customer, so the charges you pay
            for any particular transaction may differ from those another
            customer may pay in a similar transaction.

16.2        We may share charges with our Associated Firms or other third
            parties or receive remuneration from them for transactions carried
            out with or for you. Details of any such arrangements will be made
            available to you on your written request.

17.         Interest
17.1        We will not pay interest to you on any Client Money or other money,
            which we receive from you or hold on your behalf, unless we
            separately agree to do so.

17.2        Interest will accrue on the amount that you have not paid us when
            due until payment (as well after as before judgement). Such interest
            will be calculated at the rate not to exceed 2 per cent per annum
            above the base rate or prime rate (or local equivalent thereof) of
            the bank (or if there is more than one bank, the one determined by
            us in our absolute discretion) at which we maintain our principal
            securities settlement or other relevant account in the relevant
            currency. If such rate cannot be ascertained for any reason or is
            insufficient in our sole judgement to compensate us for our loss or
            expense, such interest shall be calculated at the rate per annum
            conclusively determined by us to be equal to the loss of interest we
            suffer or, as applicable, our cost of funding at prevailing markets
            rates the amount you owe from such sources and for such periods as
            we may decide.

                            (i) CHAPTER III - MARGIN

18.         Margin payment and Client Money
18.1        You will pay to us upon demand such sums as we may in our absolute
            discretion require from time to time as Margin in respect of all
            present, future or contemplated Contracts and Client Contracts.

18.2        As soon as practicable we will pay or credit all Client Money or
            other Margin to a Margin Account at an approved bank (which may be
            any of our Associated Firms) that we select. The currency of the
            Margin you pay to us shall be the currency of the relevant
            underlying Contract or, if agreed by us and you, another currency.
            Settlement of all transactions (including Margin payments thereon)
            will be made in the currency of the relevant underlying Contract and
            you bear all risk and cost in respect of any conversion of currency
            in a Margin Account. Any such conversion will be made by us at such
            reasonable market rate or rates as we will determine.

18.3        You agree that we will hold your interest under the trust declared
            under the Client Money Regulations and all other Client Money, which
            is in a Margin Account on trust in the following order of priority:

            (a)   for ourselves to the extent of all amounts which are or may
                  become due to us or payable by us on your behalf under or
                  pursuant to the Customer Documents; and, thereafter

            (b)   for you to the extent of any surplus which is due to you after
                  the payment of all amounts due to or payable by us under
                  paragraph (a) above.

18.4        We may withdraw Client Money and/or any other money held in a Margin
            Account to pay to any Broker, Clearing House, Exchange or other
            parties all margins, premiums and other sums on futures and options
            Contracts demanded or due from us in respect of our clients, and for
            any other purposes allowed under the Client Money Regulations.

18.5        Subject to the terms of the Client Money Regulations, any loss
            incurred on default by any Exchange, Clearing House or Broker in
            respect of Margin paid by us shall be borne by all of our clients at
            the date of such loss pari passu, in proportion to their respective
            entitlement to monies in the relevant Margin Account at that time.

18.6        Where you agree to effect transactions, or if you give instructions
            to us to effect transactions in a jurisdiction outside the United
            Kingdom, then we may need to appoint an intermediate broker,
            settlement agent or custodian to undertake those transactions. In
            order to meet the margin and settlement obligations to the relevant
            Exchange or Clearing House, we may need to pass your money and/or
            assets to an intermediate broker, settlement agent or custodian in
            that jurisdiction. In that event you should note that there may be
            different settlement and legal and regulatory requirements in these
            overseas jurisdictions together with different practices for the
            separate identification of your investments and your money might not
            be protected as effectively when held by such an intermediate broker
            as if it were held in a client bank account in the United Kingdom.
            You should note that in the event of a shortfall arising on the
            money available to meet the claims of segregated clients, your claim
            will be restricted to the money held in our client bank accounts in
            respect of transactions carried on through that intermediate broker
            and to any money received from the intermediate broker relating to
            those transactions.

18.7        The approved bank at which your money is held may be located outside
            the United Kingdom. You should note that the legal and regulatory
            regime applying to such banks may be different from that of the
            United Kingdom and in the event of a default of the approved bank,
            your money may be treated differently from the position that would
            apply if the money was held by an approved bank in the United
            Kingdom.

19.         Margin Securities
19.1        Amounts you owe to us by way of Margin under Clause 18 may, in our
            absolute discretion, be satisfied by way of deposit or transfer of
            Charged Securities as security. We may, in our discretion, permit
            you to deliver by way of Margin, Charged Securities other than those
            accepted by the relevant Exchange or Clearing House as Margin. Our
            charges for providing this facility to you will be separately agreed
            with you. This Clause 19 will apply to all Securities delivered by
            way of Margin. Charged Securities will not (unless we agree
            otherwise) be registered in your name.

19.2        As continuing security for all your liabilities and obligations
            under the Customer Documents, you acting in due capacity (and with
            the intent that the security so constituted shall be a security in
            our favour extending to all beneficial interests in the assets
            hereby charged and to any proceeds of sale or other realisation
            thereof, including any redemption monies paid or payable in respect
            thereof) hereby assign, charge and pledge to us, free of all adverse
            interests whatsoever by way of first fixed charge, all Charged
            Securities. Each Approved Custodian will hold to our order all
            Charged Securities held by it for its account.

19.3        You will forthwith execute on request all transfers, assignments,
            mortgages, charges and other documents, give notices and directions
            and do any other acts and things as we may specify, to enable us or
            our nominee to be registered as the owner of or otherwise obtain
            legal title to any Charged Securities, to perfect our rights with
            respect to the security referred to in this Clause 19, to secure
            further your liabilities and obligations, to facilitate the exercise
            of our rights hereunder, or to satisfy any Market Requirements.

19.4        You will not, without our prior written consent, at any time during
            the term of this Agreement, grant or agree to grant any option over,
            sell, assign or transfer, or agree to attempt to sell, assign or
            transfer, or create, agree or attempt to create, or allow to exist
            any charge, lien, or other encumbrance on or over any or all of the
            Charged Securities, except for the charge set out above.

19.5        We will hold all Charged Securities for the purposes of satisfying
            any and all of your obligations and liabilities under the Customer
            Documents. We may, without prior notice, free of any interest
            therein of yours, any client of yours or any other person for whom
            you are trustee or agent:

            (a)   deposit, charge, pledge or otherwise create security over the
                  Charged Securities with, to the order of or in favour of any
                  Exchange, Clearing House or Broker

                  (i)   on such terms as such Exchange or Clearing House may
                        prescribe, and

                  (ii)  on terms that, subject to the Rules, the Broker may deal
                        with the Charged Securities in accordance with Market
                        Requirements and any agreement made with us;

            The relevant Exchange, Clearing House or Broker may enforce and
            retain such deposit, charge, pledge or other security to satisfy any
            obligations of yours or ours to the Exchange, Clearing House or
            Broker; and

            (b)   register, sell, realise, charge or otherwise deal with the
                  Charged Securities on such terms (including as to the
                  consideration received therefor) as we may in our absolute
                  discretion think fit (with prior reference to you where
                  practicable, but in any case with subsequent notice to you,
                  and without being responsible for any loss or diminution in
                  price). Any consideration received will be credited to the
                  Margin Account.

            If Charged Securities are denominated in a different currency from
            that in which any relevant cost, damages, loss, liability or expense
            is denominated, we may convert any amount realised at such rate as
            we determine at the time.

19.6        Where we deposit, pledge or charge Charged Securities under Clause
            19.5(a), the part of the proceeds of any sale of those securities
            which exceeds your margin requirements to us will be subject, in the
            event of our default, to the pooling rules under the Client Money
            Regulations. This means that money held in our Client Money bank
            accounts is pooled and distributed pari passu to meet the claims of
            all customers who are entitled to protection under the Client Money
            Regulations. If there is a shortfall in an overseas Client Money
            bank account, a separate pool may be formed for all customers whose
            money was held in that account.

19.7        When we are satisfied that all costs, damages, losses, liabilities
            and expenses incurred under the Customer Documents have been
            satisfied, discharged or otherwise released, we may re-transfer or,
            re-deliver any certificates or documents of title relating to you
            upon request.

19.8        You agree that if we re-transfer or re-deliver fungible Securities
            (whether Charged Securities or otherwise) to you, these need not be
            the identical Securities originally deposited, charged, or
            transferred to us, and you will accept Securities of the same class
            and denomination or other Securities which then represent the same.

19.9        Pending the re-transfer or re-delivery we will credit any income
            received in respect of Charged Securities, net of any Taxes payable
            by us (whether by withholding or otherwise) on the income, to the
            Margin Account. You may direct us as to the exercise of any voting
            or other rights attached to or conferred on any Charged Securities.

19.10       Unless the context otherwise requires, references in this Clause 19
            to "we" or "us" includes references to any person holding any of the
            Securities or in whose name any of them may be registered.

20.         Custodian activities and documents of title
20.1        We may (subject to the Rules) act, or may appoint any of our
            Associated Firms which are eligible custodians or any other eligible
            custodian (as defined by the SFA) to act, as custodians of your
            documents of title or certificates evidencing title to your assets
            (including Charged Securities, except where absolute title passes to
            us).

20.2        If we consider it appropriate to register your registrable assets in
            a name other than your own, then we may arrange such registration in
            the name of a nominee company, which is controlled by:

            (a)   ourselves;

            (b)   an Associated Firm;

            (c)   a recognised or designated investment exchange; or

            (d)   an eligible custodian (as defined by the Rules) which may be
                  an Associated Firm.

            Such assets will be held by such nominee on trust for you, except
            that, in the case of assets held by a custodian which is not an
            affiliate of ours, the nominee shall hold its rights against such
            custodian on trust for you.

20.3        Where, due to the nature of the law or market practice of an
            overseas jurisdiction, it is in your best interests, or it is not
            feasible to do otherwise we shall register your assets in the name
            of an eligible custodian or ourselves. If your assets are registered
            in our name you should note that your assets may not be segregated
            from the assets of our firm and in the event of our default you may
            not be as well protected.

20.4        Assets will only be held/registered outside the normal SFA
            requirements upon your specific written instructions. You should
            note that the consequences of doing so are entirely at your own
            risk.

20.5        Where assets are held on your behalf overseas, you should note that
            there may be different settlement, legal and regulatory requirements
            in those jurisdictions from those applying in the UK, together with
            different practices for the separate identification of your
            investments.

20.6        Your assets may be pooled with those of one or more customers. This
            means that individual customer entitlements may not be identifiable
            by separate certificates, other physical documents of title or
            equivalent electronic record and in the event of an unreconcilable
            shortfall after the default of a custodian, customers may share in
            that shortfall pro-rata.

20.7        We will collect any dividends, interest, or other entitlements, in
            cash or in kind, to which you may be entitled and of which we are
            notified and will remit to you such dividends or interest as soon as
            possible after deduction of any Taxes payable or credit them to such
            account of yours as we may consider appropriate.

20.8        In respect of any investments held on your behalf by us or a third
            party appointed by us under or pursuant to the Customer Documents,
            if we are notified of any voting and/or any other rights or
            privileges (including without limitation conversion and subscription
            rights and rights or privileges arising in connection with
            takeovers, other offers or capital reorganistions) attaching to
            those investments may be exercised, we will notify you as soon as
            reasonably practicable of such rights and/or privileges.

            If you unambiguously inform us in writing within 14 days of such
            notice (or such shorter period as may be specified or appropriate)
            that you wish us to exercise the rights and/or privileges and we
            have sufficient cleared funds, we will do so but only on such terms
            as you advise in writing and which are reasonably acceptable to us.

            Otherwise we will not exercise any such rights and/or privileges.
            Notwithstanding the absence of satisfactory instructions or
            sufficient funds, in the event that we are notified that
            subscription rights attach to any investments that we or such third
            party hold on your behalf we may, in our or its absolute discretion,
            dispose of such rights on your behalf in such manner as we think, or
            it thinks, fit.

20.9        If we are notified by any third party appointed by us under or
            pursuant to the Customer Documents, or by any company in which we or
            such third party hold investments on your behalf that such company
            intends to make calls upon those investments in respect of any
            monies whatsoever unpaid on them, we will notify you as soon as
            practicable of such calls. If you provide us with the relevant funds
            in sufficient time for us to do so, we will satisfy such calls on
            your behalf and on such terms as you advise in writing and which are
            reasonably practicable to us. Otherwise we shall take no action on
            your behalf and will have no liability whatsoever in respect of the
            consequences of a failure to satisfy the calls made. However, where
            the custodian is legally liable to meet such calls it may do so and
            you will reimburse us forthwith upon demand.

20.10       Subject to Clauses 19, 20.11 and 24 and the Rules we are not
            authorised to:

            (a)   borrow money on your behalf against the security of your
                  Securities; or

            (b)   lend any documents of title or certificates evidencing title
                  to any third party; or

            (c)   otherwise use your documents of title or other documents
                  evidencing title to investments belonging to you for our own
                  account or for the account of another of our customers.

            In each case, unless we have first entered into a written agreement
            with you giving us such authorisation.

20.11(a)    Without prejudice to Clause 19.5, you hereby authorise MSIL at any
            time or times to borrow, lend or otherwise use for its own purposes
            any Charged Securities without giving notice of such borrowing,
            lending or other use to you. MSIL may retain for its own account all
            fees, profits and other benefits received in connection with any
            such borrowing, loan or use. Upon such borrowing, lending or other
            use, such Charged Securities will become the absolute property of
            MSIL (or that of such transferee) free from the security created
            hereunder and from any equity, right, title or interest of yours and
            you will thereupon have a right against MSIL for the delivery of
            Securities of the same issuer, forming part of the same issue and of
            an identical type, nominal value, description and amount as such
            Charged Securities (provided that where there has been any corporate
            action or other events in relation to any such Charged Securities,
            we may determine what assets (which may consist of and include money
            or other property) are to be treated as equivalent for this purpose)
            ("Equivalent Securities").

20.11(b)    MSIL may deliver, or procure the delivery of, Equivalent Securities
            to you under Clause 20.11(a) by causing such Equivalent Securities
            to be transferred, appropriated or designated to your account(s)
            charged to it from which such Securities were held prior to such use
            or, if not possible to do so, to such other of your accounts charged
            to MSIL as MSIL shall determine. Such Securities shall upon such
            transfer, appropriation or designation become subject to all the
            provisions of the Customer Documents, including, without limitation,
            those of Clause 19 and this Clause 20.11.

20.11(c)    Our obligation to return Equivalent Securities under this paragraph
            may, if we so elect, be included in any set-off of obligations of
            ours to you against any obligation of yours to us (whether under
            Clauses 24 or 28 below or otherwise), on the basis that there is for
            that purpose due from us to you an amount equal to the Default
            Market Value of such Equivalent Securities, and our obligation to
            return Equivalent Securities shall, if and to the extent so
            included, be extinguished accordingly. For this purpose -

            (i) the "Default Market Value" of such Equivalent Securities means:

                  (A)   if during the Default Valuation Period (as defined
                        below) we have sold Securities forming part of the same
                        issue and being of an identical type and description to
                        those Securities and in substantially the same amount as
                        those Securities, the net proceeds of sale (after
                        deducting all reasonable costs, fees and expenses
                        incurred in connection therewith); and

                  (B)   failing such sale during the Default Valuation Period,
                        the market value of such Securities at the Default
                        Valuation Time as determined by us in good faith;

            (ii) the "Default Valuation Period" means:

                  (A)   if the relevant set-off occurs on a day that is a
                        dealing day in the most appropriate market for
                        Securities of the relevant description (as determined by
                        us), a period commencing on the opening of business on
                        that day and ending at the close of business on the
                        following dealing day; and

                  (B)   in any other case, the close of business on the second
                        dealing day in that market after the day on which the
                        set-off occurs.

            (iii) the "Default Valuation Time" means the end of the Default
                  Valuation Period.

            Where the amount of any Securities sold as mentioned in (i)(A) above
            is not identical to that of the Securities to be valued for the
            purposes of this definition, the Default Market Value of those
            Securities shall be ascertained by dividing the net proceeds of sale
            by the amount of the Securities sold so as to obtain a net unit
            price and multiplying that net unit price by the amount of the
            Securities to be valued.

                         CHAPTER IV - MATERIAL INTERESTS

21.1        The relationship between you and us is as described in the Customer
            Documents. Neither that relationship nor the services we provide nor
            any other matter will give rise to any fiduciary or equitable duties
            on our part which would prevent or hinder us from doing business for
            or with you (whether acting as principal or agent), doing business
            with associates, connected customers, and other investors and
            generally acting as provided in the Customer Documents.

            We may give advice or make recommendations to you, enter into
            Transactions for or with you or act as your agent or provide any
            other service pursuant to Clause 2 notwithstanding that we may have
            a relationship, arrangement or interest that is material in relation
            to the Transaction, advice or recommendation concerned and/or the
            Asset underlying any Contract or Client Contract, including (but not
            limited to) the following circumstances where:-

            (a)   we have acted, are acting or are seeking to act as a financial
                  adviser or lending banker to the issuer (or any of its
                  affiliated companies) of the Assets the subject of a
                  Transaction or have advised or are advising any person in
                  connection with a merger, acquisition or take-over by or for
                  such issuer (or any of its affiliated companies);

            (b)   we have sponsored or underwritten or otherwise participated
                  in, or are sponsoring or underwriting or otherwise
                  participating in the Assets the subject of a Transaction;

            (c)   we have a holding, dealing, or market-making position or may
                  otherwise be trading or dealing in the Assets the subject of a
                  Transaction or in investments (including without limitation
                  any futures or option Contracts) or assets of any kind
                  underlying, derived from or otherwise directly or indirectly
                  related to such investments;

            (d)   we have received or are receiving payments or other benefits
                  for giving business to the firm with which your order is
                  placed;

            (e)   we have been or are an associate of the issuer (or any of its
                  affiliated companies) of the Assets the subject of a
                  Transaction;

            (f)   we are matching your transaction with that of any other client
                  (including without limitation us, any Associated Firm,
                  connected customer or other customer of us) either by acting
                  on behalf of such person as well as on behalf of you ("agency
                  cross") or by executing matching transactions at or about the
                  same time with you and such persons ("back-to-back principal
                  trade").

21.2        No further disclosure to you is required of any relationship,
            arrangement or interest which falls within one of the circumstances
            referred to in Clause 21.1 above, and we will be entitled to retain
            any profit or benefit arising as if no such relationship,
            arrangement or interest existed.

21.3        We will not be obliged to disclose to you any matter, fact or thing,
            whether or not such disclosure would or might be a breach of any
            duty owed by us to any other person, and we shall not be obliged to
            disclose to you any matter, fact or thing which comes to the notice
            of any of our employees, officers or directors if the employee,
            officer or director who is dealing for or with you is unaware of
            such matter, fact or thing.

21.4        We may in our absolute discretion decline to carry out a Transaction
            for or with you or to give advice or make a recommendation to you
            where we may have an interest in respect thereof which will or may
            conflict with your interests.

                 CHAPTER V - POWERS AND EXCLUSIONS OF LIABILITY

22.         Exclusion and restriction of liability
22.1        Nothing in the Customer Documents shall exclude or restrict any
            liability which we have under the Rules or the regulatory system
            established by the FSA, and which may not be excluded or restricted
            thereunder.

22.2        We shall not be liable to you in respect of any relevant Client
            Contract, any matching Contract or otherwise if and to the extent
            that the relevant Exchange, Clearing House and/or Broker has ceased
            for any reason (including netting-off our positions with it) to
            recognise the existence of any Contract or fails to perform or close
            out any Contract or defaults in respect of margin or collateral.
            This will not affect your obligations and liabilities hereunder in
            respect of Contracts, which you have instructed us to open, and
            which have not been closed out.

22.3        Neither we nor any of our employees, officers or directors will be
            liable for any loss resulting from any act or omission made under or
            in relation to or in connection with the Customer Documents, except
            where such loss results from any bad faith, wilful default, fraud or
            negligence of us or any of our employees, officers or directors.

22.4        Neither we nor our employees, officers or directors will be liable
            for any consequential or special damages howsoever arising.

22.5        We will not be liable for the solvency, acts or omissions of:-

            (i)   any nominee, custodian or other third party with whom any
                  Charged Securities (or other investments) are held pursuant to
                  Clauses 19 and 20 above; or

            (ii)  any bank with which we maintain any client bank account; or

            (iii) any other third party with whom we deal or transact business
                  or who is appointed by us in good faith on your behalf,

            unless such nominee, custodian, bank or other third party is an
            Associated Firm, but we will make available to you, when and to the
            extent reasonably so requested, any rights that we may have against
            such person.

22.6        If any claim is made by or against us or any of our employees,
            officers or directors against or by any third party in connection
            with this Agreement, any Contract acquired or Transaction effected
            on your instructions or a corresponding Client Contract or arising
            out of any act or omission by us or our employees, officers or
            directors, you hereby agree to provide us or our employees, officers
            or directors with any assistance which you may be reasonably asked
            to give.

22.7        Neither we nor any of our directors, officers or employees will have
            any responsibility or liability whatsoever for:

            (a)   any advice or opinion which may be given to you concerning the
                  Customer Documents; or

            (b)   any expense, loss or damage suffered by you as a result of (i)
                  our carrying out your instructions, if we acted in accordance
                  with such instructions or otherwise acted reasonably, or (ii)
                  properly carrying out or failing to carry out any actions
                  which we are permitted but not required to carry out under the
                  Customer Documents.

23.         Indemnity
            You will fully indemnify us, our Associated Firms and any of our or
            their employees, officers or directors (each an "Indemnified
            Person") against all costs, expenses, damages, liabilities and
            losses which any such Indemnified Person may suffer or incur
            directly or indirectly as a result of, or in connection with, or
            arising out of the Customer Documents or any Transaction effected on
            your instructions or arising out of any act or omission by such
            Indemnified Person or by any other person permitted under the
            Customer Documents, and against any claims which may be made against
            any such Indemnified Person in the performance of the powers or
            duties of any such Indemnified Person (including in any such case
            any cost of enforcing the same). The indemnity will not extend to
            any Indemnified Person if such costs, expenses, damages, liabilities
            and losses result primarily from the bad faith, wilful default,
            fraud or negligence of such Indemnified Person.

24.         Morgan Stanley's powers
24.1        If we have determined, in our absolute discretion, that you have not
            performed (or may not be able or willing in the future to perform)
            any of your obligations to us under or pursuant to the Customer
            Documents, we may (with prior notice only if reasonably practicable)
            take such steps as we consider necessary or desirable to comply
            with, perform, cancel or satisfy any of our obligations to the
            relevant Exchange, Clearing House or Broker in respect of any
            Contract or Contracts acquired on your instructions, or otherwise to
            protect our position, including closing out and/or performing any or
            all such Open Contracts. For such purpose, we may:

            (a)   buy or sell the Asset underlying any Open Contract in any
                  manner including to or from ourselves or any Connected
                  Company;

            (b)   buy or sell futures or options contracts;

            (c)   open new long or short positions in order to establish a
                  spread or straddle;

            (d)   borrow, buy or sell any currency;

            (e)   apply any Margin;

            (f)   cancel, terminate or otherwise liquidate any Transaction
                  between you and us; and/or

            (g)   set off any obligation to you against any of your obligations
                  to us;

            in each case so that all amounts spent by us in connection with any
            such actions that are in excess of the amount held in the Margin
            Account for you shall be paid by you to us on demand.

24.2        On the exercise of our rights under Clause 24.1 above:

            (a)   we are not obliged to deliver to you in respect of any
                  corresponding Client Contract the underlying Asset or any
                  money received or receivable on closing out until all of your
                  liabilities to us are satisfied or discharged to our
                  satisfaction, and all amounts you owe us are paid, and:

                  (i)   any such underlying Asset may be registered in our name
                        or that of our nominee (which may be an Associated
                        Firm), and we or such nominee may be the custodian of
                        the documents of title or certificates evidencing title
                        to such Asset;

                  (ii)  if such amounts are not paid and/or liabilities to us
                        are not satisfied or discharged to our satisfaction, we
                        may sell or realise the underlying Asset upon terms
                        (including the consideration received therefor) as we in
                        our absolute discretion think fit, without being
                        responsible for any loss or diminution in price; any
                        consideration received therefor shall be credited to the
                        Margin Account; and

                  (iii) any income in respect of such Asset paid to us, net of
                        any Taxes payable by us (whether by withholding or
                        otherwise) in respect of such income, shall be credited
                        to the Margin Account; and

            (b)   all amounts owing to us hereunder will become immediately
                  payable.

24.3        We do not have to close out Contracts or take any other action in
            respect of Open Contracts acquired on your instruction. In
            particular (subject to Clause 24.1 above), no failure by you to pay
            Margin when demanded will require us to close out any relevant
            Contract to which such Margin is attributable.

24.4        We may convert any funds realised pursuant to this Clause 24 at such
            rate and into such currencies as we may reasonably consider
            appropriate at the relevant time.

25.         Certificates conclusive
            Our certificate that any of our rights under the Customer Documents
            have been exercisable, or as to any amount payable or due under the
            Customer Documents, will be conclusive and binding on you, absent
            manifest error. No purchaser, pledgee or transferee of Charged
            Securities will need to enquire whether any such power has become
            enforceable, or to establish the proper application of any money
            paid.

26.         Time of the essence
            Time shall be of the essence in relation to all matters arising
            under or pursuant to the Customer Documents in respect of
            Transactions or Client Contracts or otherwise in respect of your
            dealing in futures or options.

27.         Retention of title
            Title to Securities purchased by you (whether upon exercise of an
            option Client Contract or otherwise) will pass only when you pay the
            amount due for such purchase.

28.         Lien and set-off
            As further security for all of your obligations hereunder (but
            subject to the Rules) we shall have the right to retain (and apply
            as set out below) all of your property which we or any of our
            Associated Firms hold for any purpose, including, but not limited
            to, property held in any other of your accounts with us or any of
            our Associated Firms, whether or not we have made any advances in
            connection with such property. From time to time we may, without
            notice, transfer and re-transfer any money or other property between
            any such accounts. You shall execute such documents and take such
            other action as we shall reasonably request in order to perfect our
            rights with respect to any security referred to in this Clause 28.

29.         Force majeure
            We shall not be liable to you for the non-performance of any of our
            obligations under this Agreement due to any cause beyond our
            reasonable control, including without limitation any breakdown or
            failure of transmission or communication or computer facilities,
            postal or other strikes or similar industrial action, or the failure
            of any relevant Exchange, Clearing House or Broker to perform its
            obligations for any reason.

30.         Taxes
30.1        All amounts which you must pay under the Customer Documents do not
            include any applicable Taxes. You must pay any Taxes to us at the
            same time as the amounts to which those Taxes relate.

30.2        You are fully responsible for paying all other Taxes due and the
            making of all claims in relation thereto whether for exemption from
            withholding taxes or otherwise, for filing any and all tax returns,
            and for providing any relevant tax authorities with all necessary
            information in relation to any investment business we carry on for
            or with you or any investments which we hold on your behalf.

30.3        We will use all reasonable endeavours to send you any tax documents
            which we receive relating to you or to any monies or investments we
            hold under the Customer Documents.

31.         Advice
31.1        You rely on your own judgement when you give orders or instructions
            to us.

31.2        We do not provide any legal or tax advice. Accordingly, if you
            consider it necessary you should consult your own legal or tax
            advisers.


                           CHAPTER VI - AUTHORISATION

32.         Due authorisation
32.1        You represent, warrant and undertake to us that:-

            (a)   in any investment business we carry on for or with you under
                  this Agreement, you are and will be acting either as principal
                  or as agent;

            (b)   you have and will have full power and capacity and have taken
                  all necessary corporate and other action, and in the case of a
                  trustee of a particular trust you have and will have full
                  power and capacity under the relevant trust deeds, to enter
                  into and perform your obligations under this Agreement
                  (including without limitation the powers and capacity to grant
                  us the charge and any other security herein provided for) and
                  to confer on us the rights and powers contained in or given
                  pursuant to this Agreement. Without limitation:

                  (i)   your execution, delivery and performance of this
                        Agreement will not violate or conflict with any
                        Applicable Law or your constitution or any charge, trust
                        deed, contract or other instrument to which you are a
                        party or which is binding upon you or your assets; and

                  (ii)  the terms and conditions contained in this Agreement
                        will be your legal, valid and binding obligations;

            (c)   you are (or some other person for whom you are trustee or
                  agent and from whom you hold and will at all times hold all
                  requisite authorities is) and will at all times during the
                  continuance of this Agreement be the sole beneficial owner of
                  all Charged Securities. In each case such Charged Securities
                  are and shall be fully paid and free from all mortgages,
                  charges, liens and other encumbrances other than those which
                  may arise in our favour. No other person has or will have any
                  rights or interests therein and you are lawfully entitled to
                  create in our favour the security evidenced or intended to be
                  evidenced hereby;

            (d)   when further Securities become Charged Securities or otherwise
                  subject to the charge in Clause 19.2 above you shall be deemed
                  to have made a further and separate representation and
                  warranty in the terms of paragraph (c) above;

            (e)   you and any person designated by you have and shall have, due
                  authorisation to act in all respects in relation to this
                  Agreement and each Transaction, Contract and Client Contract
                  and, in relation thereto, you have obtained, shall obtain and
                  shall maintain in effect all necessary authorisations,
                  consents or approvals (including without limitation any
                  required by any Regulatory Body) and shall comply with the
                  terms of the same and with all Applicable Law, and shall
                  provide us with copies or other evidence of such consents or
                  approvals and such evidence of compliance with such law as we
                  may reasonably require.

32.2        You agree that, in all investment business which we carry on for or
            with you where you are acting as agent, only you will be our
            customer and we shall have no responsibility to any principal of
            yours as our customer.

32.3        If you are acting as agent for, or on behalf of another in relation
            to any Contract and/or Client Contract carried out under this
            Agreement then:

            (a)   you have and will have full power and capacity to enter into
                  this Agreement and to perform all obligations pursuant hereto
                  to be performed by your principal under this Agreement;

            (b)   you are expressly authorised by your principal to instruct us
                  in relation to such Contract and/or Client Contract in
                  accordance with the terms and conditions of this Agreement;
                  and

            (c)   you will be, and you will procure that your principal will be,
                  jointly and severally liable, each as if a principal, to us in
                  respect of all obligations and liabilities to be performed by
                  you pursuant to and in respect of any such Contract and/or
                  Client Contract.

32.4        You agree to supply us with such financial information about
            yourself (or any immediate, intermediate or ultimate holding
            company) as we may reasonably request.

33.         Authorised instructions
33.1        You may from time to time notify us in writing of the names of those
            persons who are authorised to give instructions on your behalf.
            Until we receive notice in writing to the contrary, we shall be
            entitled to assume that any of those persons have full and
            unrestricted power to give us instructions on your behalf.

33.2        We are entitled to rely and act without further enquiry on any
            instruction, notice, demand, request or information (by whatever
            means transmitted and whether or not in writing) which purports or
            appears to come and which we reasonably believe in good faith to
            come from you or from any person who is or appears to us to be a
            person designated in the attached Certificate (if any) or otherwise
            authorised by you for the purpose of the Customers Documents or from
            someone acting on your behalf, and we shall not be liable for any
            actions taken or omitted to be taken in good faith pursuant thereto
            nor shall we be under any obligation to confirm instructions before
            they are executed or the accuracy or completeness of any such
            information before it is acted or otherwise relied upon.

33.3        We are not under any obligation to execute or otherwise enter into
            any particular Transaction, or to accept and act in accordance with
            any order or instructions, nor shall we be obliged to give any
            reasons for declining to do so.

33.4        If we decline to carry out a Transaction we will promptly notify
            you. We will have no liability for any expense, loss or damage
            incurred by you by reason of any omission so to notify you,
            otherwise than as a result of our bad faith, wilful default or
            negligence; in no event will we have any liability for any
            consequential or special damage.

                              CHAPTER VII - GENERAL

34.         Information
34.1        You warrant, represent and undertake that:

            (a)   you will notify us promptly in writing of any significant
                  change in your financial position (including changes in
                  assets, net assets or called-up share capital); and

            (b)   in entering into this Agreement, we have not made and you are
                  not relying upon any statements, representations, promises or
                  undertakings whatsoever that are not contained in this
                  Agreement;

34.2        You will:

            (a)   provide us on request all information in your agent's
                  possession or control of you or your agents as may be required
                  to be filed or disclosed pursuant to Applicable Law, in each
                  case regarding us, you, the Customer Documents or any
                  Contract, Client Contract;

            (b)   file (within any applicable time periods) such reports,
                  letters and other communications as may be required from time
                  to time by any Regulatory Body relating to you or us, you, the
                  Customer Documents, or any Contract, Client Contract; and

            (c)   send a copy of all such reports referred to in paragraph (b)
                  above to us promptly upon such filing, and we may send a copy
                  of the same to any relevant Exchange, Clearing House member or
                  Broker.

35.         Confirmation and Statements
            As soon as practicable after we have carried out a Transaction we
            shall confirm details of that Transaction to you. We will provide to
            you at agreed intervals a statement of your overall trading (and
            Margin) positions with us at the then available current market
            price.

36.         Telephone recording
            We may use voice record orders, instructions or conversations we
            receive by telephone. Our voice records shall be prima facie
            evidence of the order, instructions or conversations recorded, and
            you agree that such records shall be admissible as such evidence in
            any Proceedings (as defined in Clause 43.2).

37.         Notices
37.1        Any instructions or requests you give, or demands or confirmations
            by us may be given in writing or, where permitted under the Rules,
            orally. Any notice in writing (including without limitation any
            contract note, confirmation or demand) may be given by posting or
            delivering it or by sending it by telex, facsimile transmission or
            any other electronic transmission.

37.2        Any notice or demand given by post will be sent first class, or
            where appropriate, by air mail and will, subject to Clauses 37.3 and
            37.4 below, be deemed given seven business days after posting and
            any notice given by delivery or by telex, facsimile transmission or
            any other electronic transmission will be deemed given upon delivery
            or transmission (as the case may be), and in proving service of
            notice it shall be sufficient to prove, in the case of delivery by
            post, that the letter was correctly addressed and was posted first
            class or, where appropriate, air mail or, in the case of delivery
            otherwise than by post, that it was delivered to the correct address
            or, in the case of transmission by facsimile or telex, that it was
            transmitted to the correct number and (in the case of telex)
            received the proper answer back.

37.3        Any contract note, confirmation or account statement which we give
            in writing shall be deemed correct, conclusive and binding on you if
            not objected to in writing within the earlier of five business days
            of despatch by us or one business day of your receipt thereof.

37.4        Any statement produced may be delivered by post, or by sending it by
            telex, facsimile or other electronic transmission. Where you are
            ordinarily resident outside of the UK, we may retain statements
            relating to investments and collateral held by a custodian.

37.5        Communications from you under Clause 33.1, 33.2 and 40.1 and any
            objection pursuant to Clauses 37.3 and 39.2 shall be deemed received
            only if actually delivered.

38.         Correct addresses and numbers
            Our address for serving notices is shown at the front of this
            document, and our facsimile and telex numbers are:

            Fax No:     0171 425 8990/0171 513 8990
            Telex No:   8812564 MORSTAN

            We may change any of these details by written notice to you. Unless
            you tell us otherwise we will assume that your correct address and
            facsimile and telex numbers are those shown on any communication we
            receive which we reasonably believe to come from you.

39.         Entire agreement and amendments
39.1        This Agreement, together with all other Customer Documents,
            represent the entire terms on which we will undertake for or with
            your investment business in Exchange-traded futures and options
            contracts which is regulated by SFA. Any alteration to the Customer
            Documents must be agreed by us in writing.

39.2        We may amend or supplement our arrangements with you by sending you
            Further Schedules or a revised Agreement or by written agreement
            with you. Any amendment or supplement will, unless we have received
            your written objection, take effect twenty-one days after despatch
            to you or on such later date as we may specify, and will apply in
            respect of any commitment or transaction entered into by us after
            that date. Any amendment or supplement that relates to or results
            from a change of Applicable Law may take effect immediately or
            otherwise as we may specify.

40.         Termination
40.1        Either party can terminate this Agreement without penalty by giving
            notice in writing, which will take effect seven days after the
            notice is given or after any other period specified in the notice.

40.2        Termination of this Agreement will not affect the rights or
            liabilities of either party in respect of Contracts and any
            corresponding Client Contracts for which you have already given an
            instruction which we have accepted, or in respect of which there is
            an outstanding liability with us. Any termination will be without
            prejudice to our rights to all Margin and amounts in the Margin
            Account. The Customer Documents will apply to these liabilities
            until all Contracts have been closed out, settled or delivery
            effected and all liabilities discharged.

40.3        Termination of this Agreement will not affect any provision of the
            Customer Documents which is intended to survive termination.

41.         Assignment and Transfer
41.1        The Customer Documents shall be binding upon, and inure to the
            benefit of, MSIL and its successors and assigns.

41.2        MSIL may at any time cause all or any part of its rights, benefits
            and/or obligations under the Customer Documents to be novated to any
            subsidiary or holding company (as defined in section 736 of the
            Companies Act 1985) of MSIL or a subsidiary of any such holding
            company or any company otherwise affiliated with MSIL (any such
            company being a "Connected Company") by delivering to you a written
            substitution notice. Upon delivery of a substitution notice to you:

            a)    to the extent that in the substitution notice MSIL seeks to
                  cause its rights and/or its obligations hereunder to be
                  novated, you and MSIL shall be released from further
                  obligations to each other hereunder and their respective
                  rights against each other shall be cancelled;

            b)    you and the Connected Company shall acquire the same rights
                  and assume the same obligations between themselves as they
                  would have acquired or assumed by it as a result of such
                  novation.

41.3        You may not assign any of your rights under the Customer Documents,
            any Contract or Client Contact without our prior written consent.
            Any purported assignment of your rights will be invalid.

42.         Miscellaneous
42.1        If any term or part of the Customer Documents is void, voidable or
            unenforceable, the rest of the Customer Documents will not be
            affected.

42.2        Our rights, remedies, powers and privileges in this Agreement are
            cumulative and not exclusive of any rights or remedies provided by
            law. Our failure to exercise, or delay in exercising, any of our
            rights, remedies, powers or privileges will not operate as a waiver
            thereof, nor shall any single or partial exercise thereof preclude
            any other or further exercise thereof.

43.         Governing Law
43.1        The Customer Documents and all Transactions thereunder shall be
            governed by and construed in accordance with English Law.

43.2        Any suit action, claim or proceeding (together in this Clause
            referred to as "Proceedings") arising out of or in connection with
            the Customer Documents or any Transaction thereunder may be brought
            in the English courts. Any objection that you or we may have now or
            in the future to the laying of the venue of any Proceedings in any
            English court, and any claim that any Proceedings have been brought
            in an inconvenient forum, is waived.

43.3        If you are entitled in any jurisdiction to claim immunity for
            yourself or for your property or assets from service of process,
            jurisdiction, suit, judgement, execution, attachment (whether before
            judgement, in aid of execution or otherwise) or legal process in
            respect of your obligations under this Agreement, or to the extent
            that in any jurisdiction there may be attributed to you or your
            property or assets such immunity (whether or not claimed), you waive
            such immunity to the fullest extent under the laws of such
            jurisdiction.

43.4        You irrevocably and generally consent in respect of any legal action
            or Proceedings arising out of or in connection with the Customer
            Documents or any Transaction to the giving of any relief or the
            issue of any process in connection with such action or Proceedings,
            including, without limitation, the making, enforcement or execution
            against any property, asset, or revenues whatsoever (irrespective of
            their use or intended use) of any order or judgement which may be
            made or given in such action or Proceedings.

IN WITNESS WHEREOF, this Agreement has been entered into on the date written in
the Customer Signature pages below.

Signed on behalf of

Morgan Stanley & Co. International Limited
        -and-
Morgan Stanley Securities Limited

By:...../s/ R S Rosenthal..................
Name:       R S Rosenthal
Title:      Company Secretary

<PAGE>

                                    PART TWO

                            MASTER NETTING AGREEMENT

THIS MASTER NETTING AGREEMENT is made as of the date specified on the first
customer signature page

BETWEEN

(A)   You, as the client named on the customer signature page; and

(B)   MORGAN STANLEY & CO. INTERNATIONAL LIMITED ("MSIL") AND/OR MORGAN STANLEY
      SECURITIES LIMITED ("MSSL") both of 25 Cabot Square, Canary Wharf, London
      E14 4QA . MSIL is regulated by SFA, and MSSL is regulated by SFA and a
      member of the London Stock Exchange.

IT IS HEREBY AGREED AS FOLLOWS:

1.          Scope of this Agreement

1.1         Unless otherwise agreed in writing by the Parties in Annex 1 or
            otherwise and subject to the next sentence, these terms and the
            particular terms agreed by the Parties govern each Transaction
            entered into or outstanding between any two Designated Offices of
            the Parties on or after the date of execution of these terms. In the
            case of Transactions within paragraph (i), (ii), (iii) or (iv) of
            the definition of "Transaction", these terms govern only those
            Transactions where the exchange mentioned in such definition is a
            Specified Exchange.

1.2         These terms, the particular terms of, and applicable to, each and
            every Transaction governed by these terms, the Schedules to these
            terms and all amendments to any of such items shall together
            constitute a single agreement between the Parties. The Parties
            acknowledge that all Transactions governed by these terms, which are
            entered into on or after the date of execution of these terms, are
            entered into in reliance upon the fact that all such items
            constitute a single agreement between the Parties.

2.          Settlement and Exchange of Clearing Organisation Rules

2.1         Unless a Liquidation Date has occurred or has been effectively set,
            a Party shall not be obliged to make any payment or delivery
            scheduled to be made by that Party under a Transaction governed by
            these terms for so long as an Event of Default or Potential Event of
            Default with respect to the other Party has occurred and is
            continuing.

2.2         Unless otherwise agreed in writing by the Parties, if the Parties
            enter into any Transaction governed by these terms to close out any
            existing Transaction between the Parties then their obligations
            under such Transactions shall automatically and immediately be
            terminated upon entering into the second Transaction, except for any
            settlement payment due from one Party to the other in respect of
            such closed-out Transactions.

2.3         These terms shall not be applicable to any Transaction to the extent
            that action which conflicts with or overrides the provisions of this
            agreement has been started in relation to that Transaction by a
            relevant exchange or clearing organisation under applicable rules or
            laws and is continuing.

3.          Representations, Warranties and Covenants

3.1         Each Party represents and warrants to the other Party as of the date
            of execution of these terms and, in the case of the representation
            and warranty in (v) of the Clause 3.1 relating to the entering into
            of Transactions, as of the date of entering into each Transaction
            governed by these terms that: (i) it has authority to enter into
            this agreement; (ii) the person entering into the agreement on its
            behalf have been duly authorised to do so: (iii) this agreement and
            the obligations created under this agreement are binding upon it and
            enforceable against it in accordance with their terms (subject to
            applicable principles of equity) and do not and will not violate the
            terms of any agreements to which such Party is bound; (iv) no Event
            of Default or Potential Event of Default has occurred and is
            continuing with respect to it; and (v) it acts as principal and sole
            beneficial owner (and not as trustee) in entering into these terms
            and each and every Transaction governed by these terms.

3.2         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 authorisations,
            approvals, licences and consents required to enable it lawfully to
            perform its obligations under this agreement; and (ii) it will
            promptly notify the other Party of the occurrence of any Event of
            Default or Potential Event of Default with respect to itself or any
            credit Support Provider in relation to it.

4.          Termination and Liquidation

4.1         If, at any time:

            (i)   a Party fails to make any payment when due under or to make or
                  take delivery of any property when due under, or to observe or
                  perform any other provision of, this agreement (including any
                  Transaction governed by these terms) and such failure
                  continues for two business days after notice of
                  non-performance has been given by the other Party to the
                  defaulting Party;

            (ii)  a Party commences a voluntary case or other procedure seeking
                  or proposing liquidation, reorganisation, an arrangement or
                  composition, a freeze or moratorium, or other similar relief
                  with respect to itself or to its debts under any bankruptcy,
                  insolvency, regulatory, supervisory or similar law (including
                  any corporate or other law with potential application to an
                  insolvent Party), or seeking the appointment of a trustee,
                  receiver, liquidator, conservator, administrator, custodian,
                  examiner or other similar official (each a "Custodian") of it
                  or any part of its assets; or takes any corporate action to
                  authorise any of the foregoing; and, in the case of a
                  reorganisation, arrangement or composition, the other Party
                  does not consent to the proposals;

            (iii) an involuntary case or other procedure is commenced against a
                  Party seeking or proposing liquidation, reorganisation, an
                  arrangement or composition, a freeze or moratorium, or other
                  similar relief with respect to it or its debts under any
                  bankruptcy, insolvency, regulatory, supervisory or similar law
                  (including any corporate or other law with potential
                  application to an insolvent Party) or seeking the appointment
                  of a Custodian of it or any part of its assets and such
                  involuntary case or other procedure either (a) has not been
                  dismissed within five days of its institution or presentation
                  or (b) has been dismissed within such period but solely on the
                  grounds of an insufficiency of assets to cover the costs of
                  such case or other procedure;

            (iv)  a Party dies, become of unsound mind, is unable to pay its
                  debts as they fall due or is bankrupt or insolvent, as defined
                  under any bankruptcy or insolvency law applicable to such
                  Party; or indebtedness of a Party is not paid on the due date
                  therefor or becomes, or becomes capable at any time of being
                  declared, due and payable under agreements or instruments
                  evidencing such indebtedness before it would otherwise have
                  been due and payable, or proceedings are commenced for any
                  execution, any attachment or garnishment, or any distress
                  against, or an encumbrancer takes possession of, the whole or
                  any part of the property, undertaking or assets (tangible and
                  intangible) of a Party;

            (v)   a Party or any Credit Support Provider in relation to a Party
                  (or any Custodian acting on behalf of a Party or any Credit
                  Support Provider in relation to a Party) disaffirms, disclaims
                  or repudiates any obligation under this agreement (including
                  any Transaction governed by these terms) or any Credit Support
                  Document;

            (vi)  any representation or warranty made or deemed made by a Party
                  pursuant to this agreement or pursuant to any Credit Support
                  Document proves to have been false or misleading in any
                  material respect as at the time it was made or given;

            (vii) (a) any Credit Support Provider in relation to a Party or the
                  relevant 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; (b)
                  any Credit Support Document relating to a Party expires or
                  ceases to be in full force and effect prior to the
                  satisfaction of all obligations of such Party under this
                  agreement (including any Transaction governed by these terms),
                  unless the other Party has agreed in writing that this shall
                  not be an Event of Default; (c) any representation or warranty
                  made or deemed made by any Credit Support Provider in relation
                  to a Party pursuant to any Credit Support Document proves to
                  have been false or misleading in any material respect as at
                  the time it was made or given or deemed made or given; or (d)
                  any event referred to in (ii) to (iv) or (viii) of this Clause
                  4.1 occurs in respect of any Credit Support Provider in
                  relation to a Party;

            (viii)a Party is dissolved, or in respect of a Party whose existence
                  is dependent upon a formal registration, such registration is
                  removed or ends, or any procedure is commenced seeking or
                  proposing a Party's dissolution or the removal or ending of
                  such a registration of a Party; or

            (ix)  any event of default (however described) occurs under any
                  terms of business in place between the Parties or any other
                  event specified for these purposes in Annex 1 or otherwise
                  occurs, then the other Party (the "Non-Defaulting Party") may
                  exercise its rights under Clause 4.2, except that, if so
                  agreed in writing by the Parties (whether by specifying as
                  such in Annex 1 hereto or otherwise), in the case of the
                  occurrence of any Event of Default specified in paragraph (ii)
                  or (iii) above the provisions of Clause 4.3 shall apply.

4.2         Subject to Clause 4.3, at any time following the occurrence of an
            Event of Default, the Non-Defaulting Party may, by notice to the
            Defaulting Party, specify a Liquidation Date for the termination and
            liquidation of Transactions in accordance with the provisions of
            Clause 4.4.

4.3         If the Parties have so agreed, the date of the occurrence of any
            Event of Default specified in paragraph (ii) or (iii) of Clause 4.1
            shall automatically constitute a Liquidation Date, without the need
            for any notice by either Party and to the intent that the provisions
            of Clause 4.4 shall then apply.

4.4         Upon the occurrence of a Liquidation Date:

            (i)   neither Party shall be obliged to make any further payments or
                  deliveries under any Transactions governed by these terms
                  which would, but for this Clause, have fallen due for
                  performance on or after the Liquidation Date and such
                  obligations shall be satisfied by settlement (whether by
                  payment, set-off or otherwise) of the Liquidation Amount;

            (ii)  the Non-Defaulting Party shall (on, or as soon as reasonably
                  practicable after, the Liquidation Date) determine
                  (discounting if appropriate), in respect of each Transaction
                  governed by these terms, its total cost, loss or, as the case
                  may be, gain, in each case expressed in the Non-Defaulting
                  Party's Base Currency (and, if appropriate, including any loss
                  of bargain, cost of funding or, without duplication, cost,
                  loss or, as the case may be, gain as a result of the
                  termination, liquidation, obtaining, performing or
                  re-establishing of any hedge or related trading position), as
                  a result of the termination, pursuant to this agreement, of
                  each payment or delivery which would otherwise have been
                  required to be made under such Transaction (assuming
                  satisfaction of each applicable condition precedent and having
                  due regard to, if appropriate, such market quotations
                  published on, or official settlement prices set by, a relevant
                  exchange or clearing organisation as may be available on, or
                  immediately preceding, the date of calculation); and

            (iii) the Non-Defaulting Party shall treat each cost or loss to it,
                  determined as above, as a positive amount and each gain by it,
                  so determined, as a negative amount and aggregate all of such
                  amounts to produce a single, net positive or negative amount,
                  denominated in the Non-Defaulting Party's Base Currency (the
                  "Liquidation Amount").

4.5         If the Liquidation Amount determined pursuant to Clause 4.4 is a
            positive amount, the Defaulting Party shall pay it to the
            Non-Defaulting Party and if it is a negative amount, the
            Non-Defaulting Party shall pay it to the Defaulting Party. The
            Non-Defaulting Party shall notify the Defaulting Party of the
            Liquidation Amount, and by which Party it is payable, immediately
            after the calculation of such amount.

4.6         Unless the Parties specify otherwise in Annex 1 or otherwise, where
            termination and liquidation occurs in accordance with Clause 4.4,
            the Non-Defaulting Party shall also be entitled, at its discretion,
            to apply the provisions of Clause 4.4 to any other Transactions
            entered into between the Parties which are then outstanding, as if
            each such Transaction were a Transaction governed by these terms.

4.7         The amount payable by one Party to the other Party pursuant to the
            provisions of Clause 4.5, or any applicable laws or regulations,
            shall be paid in the Non-Defaulting Party's Base Currency by the
            close of business on the business day following the completion of
            the termination and liquidation under Clause 4.4, or any laws or
            regulations having a similar effect, (converted as required by
            applicable law into any other currency, any costs of such conversion
            to be borne by, and (if applicable) deducted from any payment to,
            the Defaulting Party). Any such amount which is not paid on the due
            date therefor shall bear interest, at the average rate at which
            overnight deposits in the currency of such payment are offered by
            major banks in the London interbank market as of 11.00 a.m. (London
            time) (or, if no such rate is available, at such reasonable rate as
            the Non-Defaulting Party may select) plus 1% per annum, for each day
            for which such amount remains unpaid.

4.8         For the purpose of any calculation hereunder, the Non-Defaulting
            Party may convert amounts denominated in any other currency into the
            Non-Defaulting Party's Base Currency at such rate prevailing at the
            time of the calculation as it shall reasonably select.

4.9         The Non-Defaulting Party's rights under this Clause 4 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).

5.          Set-Off

            Without prejudice to any other right or remedy which it may have,
            either Party may, on or after the occurrence of a Liquidation Date
            and the determination of the Liquidation Amount, set off any amount
            owing by it (whether actual or contingent, present or future and
            including, if applicable and without limitation, the Liquidation
            Amount and any amount due and payable on or before the Liquidation
            Date but remaining unpaid) to the other Party against any amount
            owing by such other Party (whether actual or contingent, present or
            future and including, if applicable and without limitation, the
            Liquidation Amount and any amount due and payable before the
            Liquidation Date but remaining unpaid) to the first Party.

6.          Currency Indemnity

            If a Party (the first Party) receives or recovers 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 payable, whether
            pursuant to a judgement of any court or otherwise, the second Party
            shall indemnify and hold harmless the first Party from and against
            any cost (including costs of conversion) and loss suffered by the
            first Party as a result of receiving such amount in a currency other
            than the currency in which it was due.

7.          Assignments and Transfers

            Neither Party may assign, charge or otherwise transfer or purport to
            assign, charge or otherwise transfer its rights or obligations under
            this agreement (including the Transactions governed by these terms)
            or any interest therein without the prior written consent of the
            other Party, and any purported assignment, charge or transfer in
            violation of this Clause shall be void.

8.          Notices

            Unless otherwise agreed, all notices, instructions and other
            communications to be given to a Party under this agreement shall be
            given to the address, telex (if confirmed by the appropriate
            answerback) or facsimile (confirmed if requested) number and to the
            individual or department specified in Annex 1, the Customer
            Signature page or by notice in writing by such Party. Unless
            otherwise specified, any notice, instruction or other communication
            given in accordance with this Clause shall be effective upon
            receipt.

9.          Termination, Waiver and Partial Invalidity

9.1         Either of the Parties hereto may terminate this agreement at any
            time by seven days' prior notice to the other Party and termination
            shall be effective at the end of such seventh day; provided,
            however, that any such termination shall not affect any then
            outstanding Transactions governed by these terms, and the provisions
            of this agreement shall continue to apply until all the obligations
            of each Party to the other under this agreement (including the
            Transactions governed by these terms) have been fully performed.

9.2         A Party may waive any right, power or privilege under this agreement
            only by (and to the extent of) an express statement in writing.

9.3         If, at any time, any provision of these terms is or becomes illegal,
            invalid or unenforceable in any respect under the law of any
            jurisdiction, neither the legality, validity or enforceability of
            the remaining provisions of these terms nor the legality, validity
            or enforceability of such provision under the law of any other
            jurisdiction shall in any way be affected or impaired thereby.

10.         Time of Essence

            Time shall be of the essence in this agreement.

11.         Payments

            Every payment to be made by a Party under these terms shall be made
            in same day (or immediately available) and freely transferable funds
            to the bank account designated by the other Party for such purpose.

12.         Governing Law and Jurisdiction

            Unless the Parties specify otherwise in Annex 1 or otherwise:

12.1        These terms shall be governed by, and construed in accordance with,
            the laws of England and Wales.

12.2        With respect to any Proceedings, each Party irrevocably (i) agrees
            that the courts of England shall have exclusive jurisdiction to
            determine any Proceedings and irrevocably submits to the
            jurisdiction of the English courts and (ii) waives any objection
            which it may have at any time to the bringing of any Proceedings in
            any such court and agrees not to claim that such Proceedings have
            been brought in an inconvenient forum or that such court does not
            have jurisdiction over such Party.

12.3        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 ground 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 judgement) and (v)
            execution or enforcement of any judgement 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. Each Party consents generally in respect of any
            Proceedings to the giving of any relief or the issue of any process
            in connection with such Proceedings, including, without limitation,
            the making, enforcement or execution against any property whatsoever
            of any order or judgement which may be made or given in such
            Proceedings.

13.         Interpretation

13.1        In these terms:

            "Base Currency" means, as to a Party, the currency specified as such
            in Annex 1 or agreed as such in relation to it in writing between
            the Parties or, failing any such specification or agreement, the
            lawful currency of the United Kingdom;

            "Credit Support Document" means, as to a Party (the first Party), a
            guarantee, 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 favour
            of the other Party supporting any obligations of the first Party
            under this agreement;

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

            "Custodian" has the meaning given to it in Clause 4.1;

            "Defaulting Party" means the Party in respect of which, or related
            to a Credit Support Provider in respect of which, an Event of
            Default has occurred;

            "Designated Office(s)" means, as to a Party, the office identified
            with its name on page 1 of these terms and any other office(s)
            specified in Annex 1 or otherwise agreed by the Parties to be its
            Designated Office(s) for the purpose of this agreement;

            "Liquidation Date" means a day on which, pursuant to the provisions
            of Clause 4, the Non-Defaulting Party commences the termination and
            liquidation of Transactions or such a termination and liquidation
            commences automatically;

            "Potential Event of Default" means any event which may become (with
            the passage of time, the giving of notice, the making of any
            determination hereunder or any combination thereof) an Event of
            Default;

            "Proceedings" means any suit, action, or other proceedings relating
            to this agreement;

            "Specified Exchanges" means the exchanges specified in Annex 2 and
            any other exchanges agreed by the Parties to be Specified Exchanges
            for the purpose of Clause 1.1; and "Specified Exchange" means any of
            them;

            "Transaction" means:

            (i)   a contract made on an exchange or pursuant to the rules of an
                  exchange;

            (ii)  a contract subject to the rules of an exchange; or

            (iii) a contract which would (but for its term to maturity only) be
                  a contract made on, or subject to the rules of, an exchange
                  and which, at the appropriate time, is to be submitted for
                  clearing as a contract made on, or subject to the rules of, an
                  exchange,

            in any of cases (i), (ii), (iii) being a future, option, contract
            for differences, spot or forward contract of any kind in relation to
            any commodity, metal, financial instrument (including any security),
            currency, interest rate, index or any combination thereof;

            (iv)  a transaction which is back-to-back with any transaction
                  within paragraph (i), (ii) or (iii) of this definition; or

            (v)   any other transaction which the Parties agree shall be a
                  Transaction.

13.2        In these terms, "Event of Default" means any of the events listed in
            Clause 4.1; "Liquidation Amount" has the meaning ascribed to it in
            Clause 4.4; and "Non-Defaulting Party" has the meaning ascribed to
            it in Clause 4.1.

13.3        Any reference in these terms to:

            a "business day" shall be construed as a reference to a day (other
            than a Saturday or Sunday) on which:

            (i)   in relation to a date for the payment of any sum denomination
                  in (a) any currency (other than ecu or euro), banks generally
                  are open for business in the principal financial centre of the
                  country of such currency; (b) ecu, the Ecu Clearing and
                  Settlement System operated by the Ecu Banking Association,
                  (or, if such clearing system ceases to be operative, any other
                  clearing or settlement system determined by the Parties) is
                  open for business; or (c) euros, settlement of payments
                  denominated in euros is generally possible in London or any
                  other financial centre in Europe selected by the Parties; and

            (ii)  in relation to a date for the delivery of any property,
                  property of such type is capable of being delivered in
                  satisfaction of obligations incurred in the market in which
                  the obligation to deliver such first property was incurred;

            a "Clause" or "Annex" shall be construed as a reference to,
            respectively, a clause or Annex of these terms, unless the context
            requires otherwise;

            a "currency" shall be construed so as to include any unit of
            account;

            "indebtedness" shall be construed so as to include any obligation
            (whether present or future, actual or contingent, as principal or
            surety or otherwise) for the payment or repayment of money;

            "Parties" shall be construed as a reference to the parties to this
            agreement and shall include their successors and permitted assigns;
            and "Party" shall be construed as a reference to which of the
            Parties is appropriate in the context in which such expression may
            be used;

            a Party to which a Credit Support Provider relates shall be
            construed as a reference to the Party whose obligations under this
            agreement are supported by that Credit Support Provider; and

            these "terms" or this "agreement" shall be construed as including
            the Annexes and as a reference to these terms or this agreement as
            the same may be amended, varied, novated or supplemented from time
            to time.

ANNEX 1 TO MASTER NETTING AGREEMENT

1.          Scope of Agreement

            (a)   Each of the following shall be a Transaction for the purpose
                  of paragraph (v) of the definition of "Transaction" in Clause
                  13.1: Not applicable.

            (b)   For the purposes of Clause 1.1, these terms shall not apply to
                  [all] [the following] Transactions outstanding between the
                  Parties on the date of execution of these terms: Not
                  applicable.

            (c)   In the event of a discrepancy between these terms and the
                  Customer Documents for Exchange-traded Derivatives, these
                  terms will govern in relation to close out netting of
                  Transactions but without prejudice to any other rights that
                  Morgan Stanley may have under the Customer Documents for
                  Exchange-traded Derivatives.

2.          Designated Offices

            Each of the following shall be a Designated Office: The offices
            specified in Section 7 "Notices" below or in the Customer Signature
            page.

3.          Representations, Warrants and Covenants

            Clause 3.1 is hereby amended by deleting the words "in the case of
            the representation and warranty in (v) of the Clause 3.1 relating to
            the entering into of Transactions,".

4.          Additional Event(s) of Default

            Each of the following shall be an Event of Default for the purpose
            of paragraph (ix) of Clause 4.1: Not Applicable

5.          Automatic Termination

            Upon the occurrence of any Event of Default specified in paragraph
            (ii) or (iii) of Clause 4.1, the provisions of Clause 4.3 shall
            apply.

6.          Termination of Other Transactions

            The provisions of Clause 4.6 shall not apply.

7.          Notices

            Morgan Stanley

            Name              :    Morgan Stanley & Co. International Limited

            Address           :    25 Cabot Square, Canary Wharf, London E14 4QA

            Telephone Numbers :    44-171-425-8000

            Telex number      :    8812564

            Facsimile number  :    44-171-425-4976

            Name of individual or department to whom notices are to be sent:
            Compliance

8.          No Reliance

            In connection with these terms and the Customer Documents for
            Exchange-Traded Derivatives, each Transaction and any other
            documentation relating to these terms, both Parties represent and
            acknowledge that (i) it is entering into each Transaction with a
            full understanding of all material terms and risks thereof, and it
            is capable of assuming those risks; (ii) it has made its investment
            and trading decisions (including decisions regarding the suitability
            of any transaction) based upon its own judgement and upon any advice
            from such advisors as it has deemed necessary, and not in reliance
            upon any view expressed by the other Party; (iii) the other Party is
            not acting as a fiduciary or an advisor for it, and all decisions
            have been the results of arm's length negotiations between the
            Parties; and (iv) the other Party has not given to it any assurance
            or guarantee as to the expected performance or result of any
            Transaction.

9.          Governing Law and Jurisdiction

            The following provisions shall not apply in place of the provisions
            of Clause 12:

            12.1  These terms shall be governed by, and construed in accordance
                  with, the laws of the State of New York without giving effect
                  to conflict of law provisions.

            12.2  With respect to any Proceedings, each Party irrevocably (i)
                  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 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 and agrees
                  not to claim that such Proceedings have been brought in any
                  inconvenient forum or that such court does not have
                  jurisdiction over such Party.

            12.3  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 of 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 judgement) and (v) execution or
                  enforcement of any judgement 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. Each Party consents
                  generally in respect of any Proceedings to the giving of any
                  relief or the issue of any process in connection with such
                  Proceedings, including, without limitation, the making
                  enforcement or execution against any property whatsoever of
                  any order or judgement which may be made or given in such
                  Proceedings.

            12.4  Each Party hereby irrevocably waives any and all right to
                  trial by jury in any Proceedings.

10.         Base Currency:  US Dollars

11.         Selected Financial Centres for Euro Settlements:  Not Applicable

12.         FDICIA Representations

            The following provisions shall not apply to this agreement. Each
            Party represents and warrants to the other Party that it is a
            financial institution under the provisions of Title IV of the
            Federal Deposit Insurance Corporation Improvement Act of 1991
            ("FDICIA"), and the Parties agree that this agreement shall be a
            netting contract, as defined in FDICIA, and each receipt or payment
            or delivery obligation hereunder shall be a covered contractual
            payment entitlement or covered contractual payment obligations,
            respectively, as defined in and subject to FDICIA.

<PAGE>

ANNEX 2 TO MASTER NETTING AGREEMENT

Specific Exchanges

The following exchanges are Specified Exchanges for the purposes of Clause 1.1;

Any Recognised Exchange, Recognised Investment Exchange, Designated Investment
Exchange or Approved Exchange as defined by the Financial Services Authority or
the Securities and Futures Authority and as amended from time to time.

IN WITNESS WHEREOF, this Agreement has been entered into on the date written in
the Customer Signature pages.

Signed on behalf of

Morgan Stanley & Co. International Limited
        -and-
Morgan Stanley Securities Limited

By:.../s/ R S Rosenthal..........
Name:     R S Rosenthal
Title     Company Secretary

<PAGE>

                                   PART THREE
                                   SCHEDULE 1

                          SELECTED ASSOCIATED FIRMS OF
                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                      AND MORGAN STANLEY SECURITIES LIMITED

                            Morgan Stanley Group Inc.
                        Morgan Stanley & Co. Incorporated
                       Morgan Stanley Market Products Inc.
                      Morgan Stanley Capital Services Inc.
                        Morgan Stanley Capital Group Inc.
             Morgan Stanley & Co. International Limited Incorporated
                          Morgan Stanley Japan Limited
                             Morgan Stanley Bank AG*
                                Morgan Stanley SA
                           Morgan Stanley Asia Limited
                          Morgan Stanley & Co. Limited
               Morgan Stanley & Co. International Holdings Limited
                            Morstan Nominees Limited
                      Morgan Stanley Services (UK) Limited
                          Morgan Stanley Canada Limited
                Morgan Stanley Asset Management Singapore Limited
                     Morgan Stanley Asset Management Limited
                      Morgan Stanley Asset Management Inc.
                           MS Securities Services Inc.
                               Morgan Stanley SpA
               Morgan Stanley Capital Group Singapore Pte Limited
                   Morgan Stanley Hong Kong Securities Limited
                    Morgan Stanley Hong Kong Nominees Limited
                    Morgan Stanley Futures Hong Kong Limited
                    Morgan Stanley Futures Singapore Limited
                        Morgan Stanley Australia Limited
             Morgan Stanley Global Securities Services Incorporated
                             Bank Morgan Stanley AG*


* Approved Banks

<PAGE>

                                   PART THREE
                                   SCHEDULE 2

                         ADDITIONAL PROVISIONS FOR LIFFE

The provisions of this Schedule 2 apply where the Contract is a futures or
options contract subject to the Rules of LIFFE.

1.          General Provisions

1.1         Morgan Stanley & Co. International Limited is an individual clearing
            member of LIFFE. Morgan Stanley Securities Limited is a non-clearing
            member of LIFFE.

1.2         You accept that in relation to LIFFE:

            (a)   any allocation pursuant to Clause 12 of this Agreement shall
                  be made as follows. We shall allocate as between clients,
                  first, on the basis of a first in first out (FIFO) basis and,
                  secondly, pro rata in respect of Open Contracts for which
                  there is a corresponding Client Contract;

            (b)   any dispute arising from or relating to this Agreement,
                  insofar as it relates to Contracts or Clients Contracts
                  subject to the rules of LIFFE, and any dispute arising from or
                  relating to any such Contract or Client Contract as aforesaid
                  and made hereunder shall, unless resolved between us, be
                  referred to the arbitration rules of LIFFE, or to such other
                  organisation as LIFFE may direct before either of us resorts
                  to the jurisdiction of the courts (other than to obtain an
                  injunction or an order for security for a claim). Clause 43 of
                  this Agreement shall be subject to the agreement contained in
                  this sub-paragraph; and

            (c)   subject to the arbitration clause in sub-paragraph (b) above,
                  disputes arising from this Agreement or from Contracts or
                  Client Contracts made under or pursuant to this Agreement
                  shall (for our benefit) be subject to the exclusive
                  jurisdiction of the English courts to which both parties
                  hereby irrevocably submit.

            (d)   in both our interests, LIFFE may from time to time sanction
                  the making of contracts by us outside the pit or outside its
                  electronic trading system in order to satisfy your order,
                  where there has been an error in the execution of your order.
                  Where a better price (an improvement) can be obtained, we will
                  seek to secure and offer that improvement to you. However, you
                  should note that where, in response to your order, we have
                  bought or sold in accordance with the instruction in your
                  order to buy or, as the case may be, to sell but have traded
                  the wrong delivery/expiry month or wrong exercise price of the
                  relevant contract, then we may in accordance with LIFFE's
                  Rules offset any loss arising from that trade against any
                  improvement achieved for you in the course of correctly
                  satisfying your order, thus offering you only the net
                  improvements, if any.

2.          Exclusion of Liability

2.1         As a member of LIFFE and pursuant to the Rules of LIFFE, we are
            required to include a provision dealing with exclusion of liability
            in our agreement with you. The following provisions and paragraph
            3.1 shall apply without prejudice to the generality of Clauses 22,
            23, 27 and 28 of this Agreement with you.

2.2         LIFFE Administration and Management (the "Exchange") is obliged
            under the FSA1986 to ensure that business conducted by means of its
            market facilities is conducted in an orderly manner and so as to
            afford proper protection to investors. We and the Exchange wish to
            draw to your attention that, inter alia, business on the market may
            from time to time be suspended or restricted, or the market may from
            time to time be closed for a temporary period or for such longer
            period as may be determined in accordance with LIFFE's rules on the
            occurrence of one or more events which require such action to be
            taken in the interests of, inter alia, maintaining a fair and
            orderly market. Any such action may result in our being unable, and
            through us you and your clients (if any) may from time to time be
            prevented from or hindered in entering into contracts in accordance
            with LIFFE's rules as a result of a failure of some or all market
            facilities. We and the Exchange wish to draw the following exclusion
            of liability to your attention and to the attention of your clients
            (if any). Unless otherwise expressly provided in LIFFE's rules or in
            any other agreement to which LIFFE is party, we and LIFFE shall not
            be liable to you or any client of yours for loss (including any
            indirect or consequential loss including, without limitation, loss
            of profit), damage, injury or delay, whether direct or indirect,
            arising from any of the circumstances or occurrences referred to
            above, or from any act or omission of the Exchange, its officers,
            employees, agents or representatives, under LIFFE's rules or
            pursuant to the Exchange's obligations under statute, or from any
            breach of contract by or any negligence howsoever arising of the
            Exchange, its officers, employees, agents or representatives.

2.3         Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as
            applying to, and having the same effect in relation to, business
            which we transact, or which we would transact, but for one of the
            events referred to in this Paragraph occurring, on other futures and
            options markets.

3.          Linked Contracts

DEFINITIONS

"LCH"                               means The London Clearing House Limited;

"LIFFE"                             means LIFFE Administration and Management;

"LIFFE Contract"                    means an Exchange Contract to which a Linked
                                    Participating Exchange Contract is linked;

"Linked LIFFE Contract"             means an Exchange Contract made available
                                    for trading on the market pursuant to a
                                    Link, which is specified as such in a
                                    General Notice published from time to time
                                    by the Exchange and is linked to a
                                    Participating Exchange Contract;

"Linked Participant Exchange
Contract"                           means a Participating Exchange Contract
                                    specified as such in a General Notice
                                    published from time to time by the Exchange
                                    and is linked to an Exchange Contract;

"Participating Exchange"            means an exchange which has concluded one or
                                    more agreements in relation to a Link with
                                    the Exchange and/or LCH pursuant to which:
                                    (i) contracts in the terms of one or more
                                    Linked LIFFE Contracts are to be transferred
                                    to, for clearing by, such exchange or its
                                    clearing house; or (ii) contracts in the
                                    terms of a Linked Participating Exchange
                                    Contract are to be transferred to, for
                                    clearing by, LCH. The term "Participating
                                    Exchange" shall include any clearing house,
                                    which from time to time provides clearing
                                    services to such exchange;

"Participating Exchange Contract"   in respect of a Participating Exchange,
                                    means a class of contract permitted to be
                                    made by Participating Exchange Members under
                                    Participating Exchange rules.

GENERAL PROVISIONS

3.1         Exclusion of Liability

            We and LIFFE Administration and Management ("LIFFE") wish to draw to
            your attention that LIFFE shall have no liability whatsoever to any
            member or client in contract, tort (including, without limitation,
            negligence), trust, as fiduciary or under any other cause of action
            (except in respect of gross negligence, wilful default or fraud on
            its part), in respect of any damage, loss, cost or expense of
            whatsoever nature suffered or incurred by any member or client, as
            the case may be, as a result of: any suspension, restriction or
            closure of the market administered by either a Participating
            Exchange or LIFFE, whether for a temporary period or otherwise, or
            as a result of a decision taken on the occurrence of a market
            emergency; any failure by a Participating Exchange, LIFFE or LCH to
            supply each other with data or information in accordance with
            arrangements from time to time established between all or any of
            them; the failure of communications facilities or technology
            supplied, operated or used by either a Participating Exchange, LIFFE
            or LCH for the purposes of the Link; any event which is outside its
            or their control; any act or omission of either a Participating
            Exchange (where a Participating Exchange is acting otherwise than in
            connection with its clearing function) or LIFFE in connection with
            any Participating Exchange Contract, Linked LIFFE Contract or Linked
            Participating Exchange Contract or any act or omission of a
            Participating Exchange, LIFFE, or LCH (as the case may be) in
            connection with the operation of the Link or the arrangements for
            the transfer of contracts.

3.2         Governing Law

            This agreement and all contracts in the terms of LIFFE Contracts
            made under this agreement shall be subject to and construed in
            accordance with English Law.

3.3         Margin and Client Money/Assets

            Following the transfer of a contract in the terms of a Linked LIFFE
            Contract and the creation of a contract in the terms of a
            Participating Exchange Contract or prior to the transfer of a
            contract in the terms of a Linked Participating Exchange Contract
            and the creation of a contract in the terms of a LIFFE Contract (as
            the case may be), margin requirements will be determined in
            accordance with the rules of the Participating Exchange rather than
            LIFFE Rules. Any money or assets held in any country other than the
            UK may be subject to the applicable law of that country rather than
            UK client money and other assets rules, and you should satisfy
            yourself that this is acceptable to you before instructing us to
            transact any such business.

PROVISIONS RELATING TO OUTWARD TRANSFERS OF LINKED LIFFE CONTRACTS

3.4         Rules of LIFFE

            All contracts in the terms of a Linked LIFFE Contract made on LIFFE
            shall be subject to the Rules of LIFFE as from time to time in
            force.

3.5         Transfer

            We shall endeavour to secure the transfer through the relevant Link
            of each contract in the terms of a Linked LIFFE Contract made
            between us which is intended for transfer. Upon confirmation by the
            relevant Participating Exchange of receipt of trade/position details
            from LCH, rights and obligations under such contract, save for
            outstanding obligations with respect to fees and margin and those
            rights and obligations referred to in the Rules of LIFFE and the
            Regulations of LCH, shall be discharged and there shall arise
            simultaneously a contract in the terms of a Participating Exchange
            Contract between us. The contract in terms of a Participating
            Exchange Contract shall be subject to the rules of the relevant
            Participating Exchange and shall not be subject to the provisions of
            this agreement.

3.6         Delayed Transfer

            In the event that, on any LIFFE trading day, LCH is unable for
            whatever reason to transmit details of all contracts in the terms of
            a Linked LIFFE Contract, or the relevant Participating Exchange is
            unable to receive or acknowledge receipt of all such details, any
            such contract made between us on that day shall remain as an
            undischarged contract in the terms of a Linked LIFFE Contract (but
            without prejudice to any default provisions agreed between us which
            may be operated to discharge such contract), subject to the Rules of
            LIFFE and the General Regulations and Default Rules of LCH as from
            time to time in force, until such time as transfer can be achieved.

3.7         Impossibility of Transfer

            If it is not possible for whatever reason for details of contracts
            in the terms of the Linked LIFFE Contract to be transmitted by LCH,
            or for the relevant Participating Exchange to receive or acknowledge
            receipt of all such details, so that transfer of such contracts
            cannot occur on any particular day, and any circumstances preventing
            such transfer continues so that the Link is suspended or terminated,
            any such contract made between us during any such period shall
            remain as an undischarged contract in the terms of a Linked LIFFE
            Contract, subject to the Rules of LIFFE and the Regulations of LCH
            as from time to time in force, and shall be performed in accordance
            with its terms or may be closed out or otherwise discharged, in
            accordance with the Rules and any agreement reached between us.

PROVISIONS RELATING TO INWARD TRANSFERS OF LINKED PARTICIPATING EXCHANGE
CONTRACTS

3.8         Transfer

            In respect of each contract in the terms of a Linked Participating
            Exchange Contract made between us which is intended for transfer
            through the relevant Link, rights and obligations under such
            contract, save for outstanding obligations with respect to fees or
            margin and any other rights or obligations referred to in the Rules
            of the Participating Exchange, shall be discharged upon confirmation
            by LCH of receipt of trade/position details from the Participating
            Exchange and there shall arise simultaneously a contract in the
            terms of a LIFFE Contract between us. The LIFFE Contract shall be
            subject to the Rules of LIFFE and the General Regulations and
            Default Rules of LCH.

3.9         Delayed Transfer

            In the event that, on any Participating Exchange trading day, the
            relevant Participating Exchange is unable for whatever reason to
            transmit details of all contracts in the terms of a Linked
            Participating Exchange Contract, or LCH is unable to receive or
            acknowledge receipt of all such details, any such contract made
            between us on that Participating Exchange on that day shall remain
            an undischarged contract in the terms of a Linked Participating
            Exchange Contract (but without prejudice to any default provisions
            agreed between us which might be operated to discharge such
            contract), subject to the rules of the Participating Exchange as
            from time to time in force, until such time as transfer can be
            achieved.

3.10        Impossibility of Transfer

            If it is not possible for whatever reason for details of contracts
            in the terms of a Linked Participating Exchange Contract to be
            transmitted by the relevant Participating Exchange, or for LCH to
            receive or acknowledge receipt of all such details, so that transfer
            of such contracts cannot occur on any particular day, and any
            circumstance preventing such transfer continues so that the Link is
            suspended or terminated, any such contract made between us on that
            Participating Exchange during that period shall remain as an
            undischarged contract in the terms of a Linked Participating
            Exchange Contract, subject to the rules of the Participating
            Exchange as from time to time in force and shall be performed in
            accordance with its terms or may be closed out or otherwise
            discharged in accordance with the Rules and any agreement reached
            between us.

<PAGE>

                                   PART THREE
                                   SCHEDULE 3

                  ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS
                            FIA DISCLOSURE STATEMENT

      Electronic trading and order routing systems differ from traditional open
      outcry pit trading and manual order routing methods. Transactions using an
      electronic system are subject to the rules and regulations of the
      exchange(s) offering the system and/or listing the contract. Before you
      engage in transactions using an electronic system, you should carefully
      review the rules and regulations of the exchange(s) offering the system
      and/or listing contracts you intend to trade.

      DIFFERENCES AMONG ELECTRONIC TRADING SYSTEMS

      Trading or routing orders through electronic systems varies widely among
      the different electronic systems. You should consult the rules and
      regulations of the exchange offering the electronic system and/or listing
      the contract traded or order routed to understand, among other things, in
      the case of trading systems, the system's order matching procedure,
      opening and closing procedures and prices, error trade policies, and
      trading limitations or requirements; and in the case of all systems,
      qualifications for access and grounds for termination and limitations on
      the types of orders that may be entered into the system. Each of these
      matters may present different risk factors with respect to trading on or
      using a particular system. Each system may also present risks related to
      system access, varying response times, and security. In the case of
      internet-based systems, there may be additional types of risks related to
      system access, varying response times and security, as well as risks
      related to service providers and the receipt and monitoring of electronic
      mail.

      RISKS ASSOCIATED WITH SYSTEM FAILURE

      Trading through an electronic trading or order routing system exposes you
      to risks associated with system or component failure. In the event of
      system or component failure, it is possible that, for a certain time
      period, you may not be able to enter new orders, execute existing orders,
      or modify or cancel orders that were previously entered. System or
      component failure may also result in loss of orders or order priority.

      SIMULTANEOUS OPEN OUTCRY PIT AND ELECTRONIC TRADING

      Some contracts offered on an electronic trading system may be traded
      electronically and through open outcry during the same trading hours. You
      should review the rules and regulations of the exchange offering the
      system and/or listing the contract to determine how orders that do not
      designate a particular process will be executed.

      LIMITATION OF LIABILITY

      Exchanges offering an electronic trading or order routing system and/or
      listing the contract may have adopted rules to limit their liability, the
      liability of FCMs, and software and communication system vendors and the
      amount of damages you may collect for system failure and delays. These
      limitations of liability provisions vary among the exchanges. You should
      consult the rules and regulations of the relevant exchange(s) in order to
      understand these liability limitations.

<PAGE>

                                    PART FOUR
                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (Exchange-traded Derivatives)

                               CUSTOMER SIGNATURES

To:   Morgan Stanley & Co. International Limited
      Morgan Stanley Securities Limited

The undersigned agrees to the terms of the Non-Private Customer Documents
(Exchange-traded Derivatives) including without limitation, the indemnities,
exclusions and restrictions of duties and liabilities in your favour therein and
any additional enclosures, all of which we have read and understood.

Date:             May 1, 2000.............          ...........................

Signed:           Demeter Management Corporation, General Partner..............

Name(s):          By:  Robert E. Murray, President & Chairman..................
                  [Signed] /s/ Robert E. Murray

Authorised Signatory(ies)
for and on behalf of

                  Morgan Stanley Dean Witter Spectrum Global Balanced L.P.
                  [Print Name of Client (Non-Private Customer)]

All notices or other documents pursuant to this booklet shall be served at the
following address:

Address:          c/o Demeter Management Corporation
                      Two World Trade Center,. 62nd Floor
                      New York, NY 10048

For the
attention of:     Robert E. Murray

Telex and
Answerback:

Fax:              (212) 392-2804

Corporate Registered Office:
(if different from above)


Designated Offices for the purposes of Master Netting Agreement:
(if different from above)



                     CUSTOMERS DOMICILED IN LUXEMBOURG ONLY

I/We confirm that I/we specifically and expressly consent to Clause 9, 21, 22,
23, 32, 33, 34, 39, 40 and 42 of the above Agreement for the purposes of Article
1135-1 of the Civil Code and Article 1 of the Protocol annexed to the Convention
on Jurisdiction and the Enforcement of Judgements in Civil and Commercial
Matters signed in Brussels on 27th September 1968.

Signed:

<PAGE>

                        THIRD PARTY TRADING AUTHORISATION

THIS DOCUMENT SHOULD BE COMPLETED ONLY BY CUSTOMERS WHO HAVE SIGNED THE CUSTOMER
SIGNATURE PAGES BUT WHO WISH TO DELEGATE AUTHORITY TO AN INVESTMENT ADVISOR,
INVESTMENT MANAGER OR OTHER THIRD PARTY.

To:         Morgan Stanley & Co. International Limited
            Morgan Stanley Securities Limited

Dear Sirs

I/We refer to the Non-Private Customer Documents (Exchange-traded Derivatives)
set out on the preceding pages of this booklet which is supplemented hereby.
Terms used herein have the same meanings as ascribed to them in the Agreement
and any Customer Documents referred to therein.

I/We hereby authorise the individual or organisation named as agent (in the
"Agent's Details" section below) and hereinafter referred to as the "Agent" as
my/our agent to purchase, sell and trade generally in, exercise, and otherwise
enter into and carry out transactions and give other instructions relating to
financial and commodity futures, options and contracts for differences (and any
related transactions including without limitation, foreign exchange transactions
to facilitate any of the foregoing), on margin or otherwise, for my/our account
and risk and in my/our name or number on your books, including trades which will
or may result in me/us having short position in any such investment. I/We
authorise you to accept and act on:

(a)         any and all orders and instructions received in connection with such
            transactions; and

(b)         any other instructions of the Agent in any respect concerning my/our
            account(s) with you (including, without limitation, delivering or
            otherwise transferring as the Agent may order or direct, and whether
            or not any such delivery or other transfer is to be made against
            payment, or any such payment is to be made against delivery or other
            transfer).

In all matters or things mentioned above or otherwise concerning or incidental
to any of my/our accounts(s) with you, the Agent is authorised to act for me/us
and on my/our behalf in the same manner and with the same effect as I/we
myself/ourselves might or could do. The Agent may from time to time appoint (in
writing, effective upon receipt thereof by you) individuals to sign documents
and give instructions pursuant to this authorisation.

I/We acknowledge that any Transaction entered into by the Agent pursuant to the
above authority will be governed by the Customer Documents and that I/we shall
have all the rights and obligations in respect thereof as are contained in the
Customer Documents and, without prejudice to the generality of the foregoing,
I/we shall indemnify you and hold you harmless from, and pay you promptly on
demand, any and all losses, costs, expenses, damages and liabilities whatsoever
(including consequential and special damage) arising directly or indirectly from
any such Transaction or debt balances due thereon.

This authorisation and indemnity is in addition to, and in no way limits or
restricts, any rights which you may have under the Customer Documents and any
other agreement or agreements entered between us.

I/We acknowledge that neither you nor any of your associates nor any of your or
their directors, officers or employees will be liable for any loss howsoever
suffered by me/us pursuant to this authorisation unless loss arises from your
negligence, bad faith, wilful default, or fraud. I/We have carefully examined
the provisions of the documents by which I/we have given trading authority or
control over my/our account(s) to the Agent and understand fully the obligations
which I/we have assumed by executing that document. I/We understand that neither
you nor any of your associates are in any way responsible for any loss to me/us
occasioned by the actions of the Agent, and you do not, by implication or
otherwise, endorse the operating methods of the Agent. We further understand
that to the extent that we now or hereafter give to the Agent authority to
exercise any of my/our account(s) I/we do so at our my/own risk.

This authorisation may be terminated by me/us at any time with effect from
actual receipt by you of written notice of termination. Termination of this
authorisation shall not affect any liability resulting from transactions
initiated prior to such termination. This authorisation and indemnity shall
inure to your benefit and that of your successors and assigns.

Yours faithfully

Signed:

AGENT'S DETAILS (please print)

            Name of Agent:
            Address of Agent:
            Telephone:
            Telex and Answerback:

<PAGE>

                        CERTIFICATES OF AUTHORITY TO DEAL
                      FOR USE BY COMPANIES AND PARTNERSHIPS

Certificate of Company Secretary/Authorised Partner*

Extracts from the Minutes of the Meeting of the Board of
Directors/Partners/Management Committee* of ...................... (the
"Company/Partnership") held at ......................... on
 ..................... 19....

IT WAS RESOLVED THAT:
(1)         the Company/Partnership* is by its Memorandum and Articles of
            Association/Partnership Agreement/constitutional documents*
            empowered to trade in financial and commodity futures, options and
            contracts for differences ("investments") and to enter into and
            perform the Non-Private Customer Documents between the Company and
            Morgan Stanley & Co. International Limited and Morgan Stanley
            Securities Limited concerning investment and dealing and related
            services (including such transactions in such investments);

(2)+        trading or dealing in financial and commodity futures, options and
            contracts for differences and/or other investments pursuant to the
            Non-Private Customer Documents would be carrying on the ordinary
            business of the Partnership;

(2/3*)      any one/two* of the undermentioned designated persons be hereby
            authorised, on behalf of the Company/Partnership*

            (a)   to accept and sign the Non-Private Customer Documents;

            (b)   to sign all documents in connection with, and give all
                  instructions relating to, trading in investments and otherwise
                  howsoever under and pursuant to the Non-Private Customer
                  Documents; and

            (c)   to delegate authority to one or more persons to sign any
                  documents, give any instructions and do anything else
                  permitted to be signed given or done by such designated
                  person.

                               DESIGNATED PERSONS

                  Name                    Position              Signature

I certify that the above is a true extract from the Minutes of a duly convened
and held meeting of the Board of Directors/Partners/Management Committee* of the
Company/Partnership*

            Signed:

            Name:

            Title:            Secretary/Director/Authorised Partner*

            Date:

*Delete as appropriate
+ Partnerships

Note:       Companies incorporated outside the UK, British Dependent Territories
            and Commonwealth may, instead of extract minutes comprising a
            director's resolution, provide a certificate signed by a duly
            authorised officer of the Company (and showing the officer's name
            and title) and comprising both paragraphs (1) and (2) as applicable
            to companies but preceded by the words "This is to certify that".

                  Corporate general partners of a limited partnership should
                  provide a certificate as a company but including appropriate
                  additional references to the partnership (including paragraph
                  2 for partnerships).

                             CERTIFICATE OF TRUSTEES

                              (FOR USE BY TRUSTEES)

Extracts from the Minutes of a Meeting of the trustees of
(the "Trust") held at .................... on..............19....

IT WAS RESOLVED THAT all the Trustees accept and authorise the signature on
behalf of each of them of the Non-Private Customer Documents between the
Trustees and Morgan Stanley & Co. International Limited and Morgan Stanley
Securities Limited concerning transactions in financial and commodity futures,
options and contracts for difference and that, in connection therewith:

(1)         The Trustees, after taking legal advice, were satisfied that they
            were empowered by the Trust Deed(s) constituting the Trust to enter
            into and perform the Non-Private Customer Documents and all
            liabilities and obligations attaching to the "Private Customer" (as
            defined) thereunder;

(2)         The exercise of all rights and privileges of the "Non-Private
            Customer" (as so defined) under the Non-Private Customer Documents
            would be carried out only in accordance with the said powers
            contained in the Trust Deed(s) constituting the Trust and in
            particular after obtaining all proper and requisite investment
            advice;

(3)         The Trustees were satisfied that they were empowered by the said
            Trust Deed(s) to delegate the requisite powers and pursuant to that
            power any one/two* of the undermentioned persons be hereby
            authorised, on behalf of the Trustees:

            (a)   to sign the Non-Private Customer Documents and all documents
                  in connection with, and give all instructions relating to, the
                  Non-Private Customer Documents; and

            (b)   to delegate authority to one or more persons to sign any
                  documents, give any instructions and do anything else
                  permitted to be signed, given or done by such designated
                  person;

                               DESIGNATED PERSONS

Name                               Position                          Signature





(4)         The Trustees would give to Morgan Stanley & Co. International
            Limited and Morgan Stanley Securities Limited written notice in the
            terms if sub-paragraph (3) above each time there was an alteration
            in the persons authorised as referred to in such sub-paragraph.

I certify that the above is a true extract from the Minutes of a duly convened
and held meeting of all the Trustees of the Trust.

Signed:     ............     ............

Name:       ............     ............

Title:   Chairman of the Trustees/Authorised Trustee*

            ............     ............

Date:       ............     ............


* Delete as appropriate

<PAGE>

                              MORGAN STANLEY & CO.
                              INTERNATIONAL LIMITED



                               CUSTOMER DOCUMENTS

                        Exchange-Traded Derivatives Only

                     Additional Documents for U.S. Customers

                                  OCTOBER 1995

<PAGE>

                             MORGAN STANLEY & CO.
                              INTERNATIONAL LIMITED

                        Exchange-Traded Derivatives Only

                   ADDITIONAL DOCUMENTS FOR U.S. CUSTOMERS

            The documents in this booklet supplement for U.S. customers our
standard customer document booklet for dealing in financial and commodity
futures and options. The standard booklet contains our terms and conditions of
dealing and risk warnings required by regulatory authorities in the United
Kingdom.

            The Commodity Futures Trading Commission (CFTC) has granted Morgan
Stanley & Co. International Limited an exemption from registering as a Futures
Commission Merchant (FCM) and from certain requirements of its rules in respect
of trading foreign (i.e. non-U.S.) futures and options with customers resident
in the United States. This booklet is issued to satisfy certain conditions of
that exemption and other CFTC requirements relating to the offer or sale of
foreign futures and options in the U.S. It modifies our standard terms in
certain respects and contains additional disclosures relating to options
generally and to non-U.S. futures and options in particular.

            This disclosure document meets the risk disclosure requirements in
the jurisdictions identified below ONLY for those instruments which are
specified.

United States:    commodity futures, options on commodity futures and options
                  on commodities subject to the Commodity Exchange Act.

United Kingdom:   futures, options on futures, options on commodities and
                  options on equities traded by members of the United Kingdom
                  Securities and Futures Authority pursuant to the Financial
                  Services Act, 1986.

Ireland:          financial futures and options and options on financial futures
                  traded by members of futures exchanges on exchanges whose
                  rules have been approved by the Central Bank of Ireland under
                  Chapter VIII of the Central Bank Act, 1989.

            Finally, the booklet contains a form of consent whereby you would
agree that, in the event of a dispute, you would exhaust certain mediation or
conciliation procedures made available by our principal UK regulator (the
Securities and Futures Authority ("SFA")) prior to starting NFA or SFA
arbitration proceedings. As required, we enclose details of these
mediation/conciliation procedures and SFA arbitration proceedings.

<PAGE>

                                      CONTENTS

                                                                       Page

      Risk Disclosure Statement for Futures and Options
- please read and sign acknowledgement                                  4

      Form of Consent
- please read, insert customer name in first paragraph and sign         7

      Enclosures: the Securities and Futures Authority publications

      i)    An outline of the SFA
     ii)   Complaints Bureau of the SFA

      - for information only.

<PAGE>

              RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS

            This brief statement does not disclose all of the risks and other
significant aspects of trading in futures and options. In light of the risks,
you should undertake such transactions only if you understand the nature of the
contracts (and contractual relationships) into which you are entering and the
extent of your exposure to risk. Trading in futures and options is not suitable
for many members of the public. You should carefully consider whether trading is
appropriate for you in light of your experience, objectives, financial resources
and other relevant circumstances.

Futures

                  2. Effect of `Leverage' or `Gearing'

            Transactions in futures carry a high degree of risk. The amount of
            initial margin is small relative to the value of the futures
            contract so that transactions are `leveraged' or `geared'. A
            relatively small market movement will have a proportionately larger
            impact on the funds you have deposited or will have to deposit: this
            may work against you as well as for you. You may sustain a total
            loss of initial margin funds and any additional funds deposited with
            the firm to maintain your position. If the market moves against your
            position or margin levels are increased, you may be called upon to
            pay substantial additional funds on short notice to maintain your
            position. If you fail to comply with a request for additional funds
            within the time prescribed, your position may be liquidated at a
            loss and you will be liable for any resulting deficit.

                  3. Risk-reducing orders or strategies

            The placing of certain orders (e.g. `stop-loss' orders, where
            permitted under local law, or `stop-limit' orders) which are
            intended to limit losses to certain amounts may not be effective
            because market conditions may make it impossible to execute such
            orders. Strategies using combinations of positions, such as `spread'
            and `straddle' positions may be as risky as taking simple `long' or
            `short' positions.

Options

                  4. Variable degree of risk

            Transactions in options carry a high degree of risk. Purchasers and
            sellers of options should familiarise themselves with the type of
            option (i.e. put or call) which they contemplate trading and the
            associated risks. You should calculate the extent to which the value
            of the options must increase for your position to become profitable,
            taking into account the premium and all transaction costs.

            The purchaser of options may offset or exercise the options or allow
            the options to expire. The exercise of an option results either in a
            cash settlement or in the purchaser acquiring or delivering the
            underlying interest. If the option is on a future, the purchaser
            will acquire a futures position with associated liabilities for
            margin (see the section on Futures above). If the purchased options
            expire worthless, you will suffer a total loss of your investment
            which will consist of the option premium plus transaction costs. If
            you are contemplating purchasing deep-out-of-the money options, you
            should be aware that the chance of such options becoming profitable
            ordinarily is remote.

            Selling (`writing' or `granting') an option generally entails
            considerably greater risk than purchasing options. Although the
            premium received by the seller is fixed, the seller may sustain a
            loss well in excess of that amount. The seller will be liable for
            additional margin to maintain the position if the market moves
            unfavourably. The seller will also be exposed to the risk of the
            purchaser exercising the option and the seller will be obligated to
            either settle the option in cash or to acquire or deliver the
            underlying interest. If the option is on a future, the seller will
            acquire a position in a future with associated liabilities for
            margin (see the section on Futures above). If the option is
            `covered' by the seller holding a corresponding position in the
            underlying interest or a future or another option, the risk may be
            reduced. If the option is not covered, the risk of loss can be
            unlimited. Certain exchanges in some jurisdictions permit deferred
            payment of the option premium, exposing the purchaser to liability
            for margin payments not exceeding the amount of the premium. The
            purchaser is still subject to the risk of losing the premium and
            transaction costs. When the option is exercised or expires, the
            purchaser is responsible for any unpaid premium outstanding at that
            time.

Additional risks common to futures and options

                  5. Terms and conditions of contracts

            You should ask the firm with which you deal about the terms and
            conditions of the specific futures or options which you are trading
            and associated obligations (e.g. the circumstances under which you
            may become obligated to make or take delivery of the underlying
            interest of a futures contract and, in respect of options,
            expiration dates and restrictions on the time for exercise). Under
            certain circumstances the specifications of outstanding contracts
            (including the exercise price of an option) may be modified by the
            exchange or clearing house to reflect changes in the underlying
            interest.

                  6. Suspension or restriction of trading and pricing
                     relationships

            Market conditions (e.g. illiquidity) and/or the operation of the
            rules of certain markets (e.g. the suspension of trading in any
            contract or contract month because of the price limits or `circuit
            breakers') may increase the risk of loss by making it difficult or
            impossible to effect transactions or liquidate/offset positions. If
            you have sold options, this may increase the risk of loss.

            Further, normal pricing relationships between the underlying
            interest and the future, and the underlying interest and the option
            may not exist. This can occur when, for example, the futures
            contract underlying the option is subject to price limits while the
            option is not. The absence of an underlying reference price may make
            it difficult to judge `fair' value.

                  7. Deposited cash and property

            You should familiarise yourself with the protections accorded money
            or other property you deposit for domestic and foreign transactions,
            particularly in the event of a firm insolvency or bankruptcy. The
            extent to which you may recover your money or property may be
            governed by specified legislation or local rules. In some
            jurisdictions, property which had been specifically identifiable as
            your own will be pro-rated in the same manner as cash for purposes
            of distribution in the event of a shortfall.

                  8. Commission and other charges

            Before you begin to trade, you should obtain a clear explanation of
            all commission, fees and other charges for which you will be liable.
            These charges will affect your net profit (if any) or increase your
            loss.

                  9. Transactions in other jurisdictions

            Transactions on markets in other jurisdictions, including markets
            formally linked to a domestic market, may expose you to additional
            risk. Such markets may be subject to regulation which may offer
            different or diminished investor protection. Before you trade, you
            should enquire about any rules relevant to your particular
            transactions. Your local regulatory authority will be unable to
            compel the enforcement of the rules of regulatory authorities or
            markets in other jurisdictions where your transactions have been
            effected. You should ask the firm with which you deal for details
            about the types of redress available in both your home jurisdiction
            and other relevant jurisdictions before you start to trade.

                  10. Currency risks

            The profit or loss in transactions in foreign currency-denominated
            contracts (whether they are traded in your own or another
            jurisdiction) will be affected by fluctuations in currency rates
            where there is a need to convert from the currency denomination of
            the contract to another currency.

                  11. Trading facilities

            Most open-outcry and electronic trading facilities are supported by
            computer-based component systems for the order-routing, execution,
            matching, registration or clearing of trades. As with all facilities
            and systems, they are vulnerable to temporary disruption or failure.
            Your ability to recover certain losses may be subject to limits on
            liability imposed by the system provider, the market, the clearing
            house and/or member firms. Such limits may vary; you should ask the
            firm with which you deal for details in this respect.

                  12. Electronic trading

            Trading on an electronic trading system may differ not only from
            trading in an open-outcry market but also from trading on other
            electronic trading systems. If you undertake transactions on an
            electronic trading system, you will be exposed to risk associated
            with the system including the failure of hardware and software. The
            result of any system failure may be that your order is either not
            executed according to your instructions or is not executed at all.

                  13. Off-exchange transactions

            In some jurisdictions, and only then in restricted circumstances,
            firms are permitted to effect off-exchange transactions. The firm
            with which you deal may be acting as your counterparty to the
            transaction. It may be difficult or impossible to liquidate an
            existing position, to assess the value, to determine a fair price or
            to assess the exposure to risk. For these reasons, these
            transactions may involve increased risks. Off-exchange transactions
            may be less regulated or subject to a separate regulatory regime.
            Before you undertake such transactions, you should familiarise
            yourself with applicable rules and attendant risks.

-------------------------------------------------------------------------------

            I/we hereby acknowledge that 1/we have received and understood this
risk disclosure statement furnished to me/us by Morgan Stanley & Co.
International Limited.

            Signature(s):........./s/ Robert E. Murray

            Name(s): Demeter Management Corporation, General Partner

            Title(s):By:  Robert E. Murray, President & Chairman

            Authorised Signatory(ies) for and on behalf of:

            Morgan Stanley Dean Witter Spectrum Global Balanced L.P.

            Name of Customer (please print)

            Date:.............May 1, 2000

<PAGE>

                                 FORM OF CONSENT

            In the event that a dispute arises between you, Morgan Stanley Dean
Witter Spectrum Global Balanced L.P., (Customer's name) and Morgan Stanley & Co.
International Limited with respect to transactions subject to Part 30 of the
Commodity Futures Trading Commission's Rules, various forums may be available
for resolving the dispute, including courts of competent jurisdictions in the
United States and United Kingdom.

            In the event you wish to initiate an arbitration proceeding against
this firm to resolve such dispute under the applicable rules of the National
Futures Association ("NFA") in the United States, you hereby consent that you
will first commence mediation or conciliation in accordance with such procedures
as may be available by the relevant United Kingdom regulator, information for
which is provided to you herewith. The outcome of such United Kingdom mediation
or conciliation is non-binding. You may subsequently accept this resolution, or
you may proceed either to binding arbitration under the rules of the relevant
United Kingdom regulator or to binding arbitration in the United States under
the rules of NFA. In this connection, you should know that NFA will reject any
request for arbitration involving a claim arising primarily out of delivery,
clearing, settlement or floor practices on any foreign exchange. If you accept
the mediated or conciliated resolution or elect to proceed to arbitration, or to
any other form of binding resolution under the rules of the relevant United
Kingdom regulator or foreign exchange, you will be precluded for subsequently
initiating an arbitration proceeding at NFA.

            You may initiate an NFA arbitration proceeding upon receipt of
documentation from the relevant United Kingdom regulator:

(i)         evidencing completion of the mediation or conciliation process and
            reminding you of your rights of access to NFA's arbitration
            proceeding;

            OR

(ii)        representing that more than nine months have elapsed since you
            commenced the mediation or conciliation process and that such a
            process is not yet complete and reminding you of your right of
            access to NFA's arbitration proceedings.

            The documentation referred to above must be presented to NFA at the
time you initiate the NFA arbitration proceeding. NFA will exercise its
discretion not to accept your demand for arbitration absent such documentation.

            By signing this consent, you are now waiving any other rights to any
other legal remedies available under law.

-------------------------------------------------------------------------------

            Signature(s):........./s/ Robert E. Murray

            Name(s): Demeter Management Corporation, General Partner

            Title(s):By:  Robert E. Murray, President & Chairman

            Authorised Signatory(ies) for and on behalf of:

            Morgan Stanley Dean Witter Spectrum Global Balanced L.P.

            Name of Customer (please print)

            Date:.............May 1, 2000



<PAGE>
                            `A service for investors'





                          THE COMPLAINTS BUREAU OF SFA





                      THE SECURITIES AND FUTURES AUTHORITIY
<PAGE>



            Introduction

            THE SECURITIES AND FUTURES AUTHORITY (SFA) is responsible for
            regulating firms involved in the securities and futures sectors of
            the financial services industry. It is recognised under the
            Financial Services Act 1986 as a self regulating organisation and
            through the Securities and Investments Board is responsible,
            ultimately to Parliament, for protecting investors from incompetent
            or fraudulent practice by its member firms.

            A fuller explanation of SFA's role and of its regulatory process is
            given in a separate leaflet entitled "Putting the investor first!"
            which is available on request.

            Member firms of SFA aim to provide a wholly satisfactory service to
            their customers and are expected to respond to their clients'
            requirements with skill and consideration. Though the common aim is
            to secure a profitable return, it cannot be guaranteed; the markets
            are not without risk. Occasionally however, an investor may feel
            dissatisfied with the service provided. If you, as a customer of an
            SFA member firm, are unhappy with the way it has conducted your
            affairs, you can complain to us. (See note)

            This leaflet is an introduction to our complaints service. It
            describes the role of our Complaints Bureau and outlines the purpose
            of the Consumer Arbitration Scheme. It also explains the function of
            the independent Complaints Commissioner.





            Note: The Financial Services Act (Section 62) allows you to seek
      compensation in the courts if you have suffered loss as a result of a
      member firm's breach of our rules. This remedy is separate from SFA`s
      complaints procedures and you should seek independent legal advice.


<PAGE>


            First step . . .

            Complain to the firm first. All member firms must deal with
            customers' complaints promptly. If you cannot resolve your complaint
            with your usual contact at that firm you should write to its
            compliance officer. This person is a senior employee of the firm,
            responsible for ensuring that it observes SFA's rules. Most
            complaints are resolved at this stage, many of them proving to be
            simply a misunderstanding.

            If your complaint is not properly remedied, the firm is obliged to
            inform you of your right to refer the matter to us and may do this
            by sending you a copy of this leaflet.

            . . . then contact us

            If you are not satisfied with the member firm's findings or with the
            way it has dealt with your complaint, write giving details to our
            Complaints Bureau. Before you do so however, please note that we
            can, in most cases, only consider your complaint if:

            (a)   It is not already the subject of litigation or arbitration.

            (b)   It is about something which happened on or after 29 April 1988
                  (i.e. when the Financial Services Act came into force).

            We will:

            --    acknowledge your letter within one day of receipt.

            --    require answers from the member firm within ten working days.

            --    aim to resolve all complaints within three months.


<PAGE>
            What we will do

            We will look into the complaint. No payment is required for this
            service. We may ask you to provide further details and it is usual
            for us to ask the firm for its comments and help too. Firms are
            obliged to co-operate fully and promptly with us.

            After considering your complaint we will make a decision as quickly
            as possible:

            o     In some cases we may refer the matter back to the member firm.
                  We will do this if we are confident that the firm can settle
                  the dispute satisfactorily itself.

            o     In other cases we will endeavour to conciliate between you and
                  the firm to reach a fair settlement. If this is achieved, our
                  participation will have ended, and the dispute cannot normally
                  be re-opened in court, or through our arbitration proceedings.

            o     If we find evidence suggesting that a member firm has breached
                  our rules the matter will be further examined by our
                  enforcement inspectors. Disciplinary action against the firm
                  could ensue.

            o     It may be that we conclude that the complaint does not warrant
                  action by us. If we do we will explain to you why we have
                  taken that view.

            Arbitration

            If we have been unable to resolve the dispute to your satisfaction,
            you have the right to refer the matter to our Consumer Arbitration
            Scheme. This is restricted to private customers where the claim is
            not more than (pound)50,000. You will be asked to make a payment of
            (pound)50 for this service.

            For claims falling outside the Consumer Arbitration Scheme, there is
            also a separate SFA Full Arbitration Scheme which is available by
            mutual agreement between yourself and the firm. If you arbitrate you
            may not seek to resolve the same dispute in the courts.


<PAGE>

            Dissatisfied with us?

            If you are unhappy with the way we have handled your complaint, you
            may write to the Complaints Commissioner. His is an independent
            role, the purpose of which is to oversee the work undertaken by the
            Complaints Bureau. He will not consider the merits of the complaint
            itself but will look at the way we have handled it and will consider
            whether we have dealt with it correctly, fairly and promptly. The
            Commissioner may require us to look at your complaint again. He
            reports to the Securities and Investments Board each year on our
            complaints handling process, and his annual report is published.

            Summary

            1.    Make your complaint to the member firm in question. Give the
                  firm a reasonable opportunity to look into the matter.

            2.    If dissatisfied with the firm's response, notify us in writing
                  and we will investigate the complaint.

            3.    We will try to arrange a settlement between you and the firm
                  or we may conclude no further action is necessary.

            4.    If no settlement is reached, you may have recourse to
                  arbitration.

            5.    If our handling of your complaint does not satisfy you, you
                  can apply to the independent Complaints Commissioner for a
                  review of the process.
<PAGE>
            Who to contact

            If you have tried unsuccessfully to get your complaint dealt with by
            the member firm and you want us to deal with the matter, write to:

            The Complaints Bureau,
            The Securities and Futures Authority,
            Cottons Centre,
            Cottons Lane,
            London SEl 2QB.

            If you have had your complaint dealt with by us but are unhappy with
            the way we have handled it, write to:

            The Complaints Commissioner.
            c/o SFA Tribunal Secretariat,
            Cottons Centre,
            Cottons Lane,
            London SEl 2QB.


<PAGE>

            Further information

            Further details are available concerning our complaints service and
            arbitration procedures:

            o  Consumer Arbitration Scheme Rules.

            o  Full Arbitration Scheme Rules.

            o  Annual Report of the Complaints Commissioner.

            Other publications

            "Putting the investor first!" An outline of SFA.

            o  Professional Dealing Handbook*

            o  Rulebook and amendment service*

            o  Board Notices*

            o  Membership Directory*

            o  Briefing, SFA's membership newsletter

            o  Annual Report and Accounts

            * Available by subscription

            sfa

            The Securities and Futures Authority Limited
            Cottons Centre
            Cottons Lane
            London SE1 2QB

            Tel: 071 378 9000
            Fax: 071 403 7569

            Registered in England and Wales No. 1998622
            Registered Office as above
            Published May 1994

<PAGE>


                          `Putting the investor first!'





                              AN OUTLINE OF THE SFA





                        The Securities and Futures Authority

<PAGE>


PARLIAMENT                        Introduction
    |
    |                             The Securities and Futures Authority (SFA) is
    |                             responsible for regulating firms involved in
    |                             the securities and futures sectors of the
    |                             financial services industry. Its aim is to
    |                             promote and maintain high standards of
    |                             integrity and fair dealing in the carrying on
    |                             of investment business, thereby providing
    |                             effective protection for the investor.
TREASURY
    |                             The purpose of this leaflet is to outline
    |                             SFA's role and briefly to describe what it
    |                             does and how it does it. Those who are not
    |                             familiar with UK financial services regulation
    |                             will find this a useful introduction to SFA.
    |                             But before we take a closer look at SFA, it
    |                             might be helpful to put it into a broader
    |                             industry perspective.
SECURITIES AND
INVESTMENTS                       The history of the UK's financial services
BOARD                             industry is well documented. Banking,
(SIBB                             insurance, shares trading and futures dealing
    |                             have developed into highly organised services
    |                             and markets to make London one of the
    |                             financial capitals of the world.
    |
    |                             As the markets in financial services
    |                             developed, rules were introduced and
    |---SFA*                      continually refined so that business could be
    |   Securities and            conducted in an orderly and fair manner. Of
    |   derivatives               course, rules are not a guarantee of
    |   dealers and               successful investment. There is risk. World
    |   advisers                  events, government policies, natural disasters
    |                             or just simply corporate decisions and company
    |                             performance all influence the way prices move.
    |                             Nevertheless, professionals in the industry
    |                             apply knowledge, experience and skill in order
    |---IMRO                      to make the best judgement for their clients
    |   Fund managers             and for themselves. But there are those who
    |                             through fraudulent of incompetent practice.
    |                             place their clients' money in jeopardy. To
    |                             combat this, Parliament introduced legislation
    |---PIA**                     which heralded a new system of financial
    |   Life assurance            services regulations.
    |   and unit trust
    |   salesmen, financial       With the primary aim of improving investor
    |   intermediaries/           protection, the Financial Services Act 1986
    |   independent               brought about a major restructuring in the way
    |   financial advisers        investment services are regulated. Is became a
    |                             criminal offence to carry on investment
    |                             business if not authorised to do so. A new
    |                             organisation, the Securities and Investments
    |                             Board (SIB) was established to oversee the
    |                             implementation of the Act.

                                  SIB devolved its powers so authorise and the
*SFA was formed in April          task of day-to-day enforcement to specialist
1991 from the merger of The       self-regulatory organisations (SROs), though
Securities Association and        it retains the overall responsibility for
the Association of Futures,       ensuring that the regulatory system is meeting
Brokers and Dealers               its obligations.

**PIA (Personal Investment        SROs must ensure that investment businesses
Authority) was recognised         and individuals that come within their scope
by SIB in July 1994 and is        meet appropriate standards in order to be
taking over the regulatory        permitted to undertake business.
functions of LAUTRO and
FIMBRA who will be
de-recognised in 1995.

<PAGE>

                                  SFA's Role

Investor protection...            SFA's role is to help protect investors, both
                                  private and professional, from financial loss
 ...good market practice...        caused by members' insolvency, failure to meet
                                  adequate standards of competence, or
 ...attractive to international    deliberate acts of deception. Furthermore,
business                          good market practice is one of London's
                                  attractions for international business. SFA's
                                  aim is to deliver effective regulation which
                                  will not stifle innovation or be so
                                  restrictive that business would be driven to
                                  competing international markets.

                                  Member Firms

Member firms active on:           Firms regulated by SFA are involved in dealing
                                  or advising in securities or derivatives. This
-- London Stock Exchange          encompasses shares, bonds, traded options,
                                  corporate finance, financial futures and
-- London International           commodities futures on metals, oil, cereals,
   Financial Futures and          coffee and others. Firms regulated by SFA are
   Options Exchange               active on many UK and overseas exchanges.
                                  Their earnings make a significant contribution
-- London Metal Exchange          to the British economy.

-- International Petroleum        SFA has 1300 member firms. Many of them have
   Exchange                       a long and successful business pedigree;
                                  others are newer ventures created in
-- London Commodities Exchange    response to demand for new or specialised
                                  products and services. Most are located in
-- Options Market, London         London where the organised markets are, some
                                  are in other UK cities and towns serving the
-- Overseas Exchange              needs of their regional client base.

                                  The greater proportion are UK firms but
                                  significant numbers are incorporated overseas,
                                  notably in North America, Japan and Western
                                  Europe, with branches in the UK.

                                  Member firms will state their membership of
                                  SFA on their stationery or advertisements. An
                                  updated list of members is published from time
                                  so time, and a claim to membership can always
                                  be verified by checking with SFA.

                                  Whatever their activities or origin, all
                                  member firms endorse the principles of self
                                  regulation and through the payment of
                                  subscriptions cover the cost of its
                                  administration. The taxpayer does not pay for
                                  investor protection.

                                  Through representation on the Board and in
                                  committees, members help to develop and refine
                                  the rules by bringing to bear their practical
                                  knowledge and experience. Furthermore, there
                                  is a senior person in each firm directly
                                  responsible for ensuring that this is in
                                  compliance with the rules.

                                  The Process

                                  The regulatory process undertaken by SFA has
                                  four main parts:

                                  Authorisation -- This is the initial vetting
                                  of a firm to ensure that it is suitable to be
                                  permitted to conduct investment business.
                                  Firms that seek authorisation must provide
Authorisation of firms...         information which demonstrates that they are
                                  adequately funded, have viable business plans,
                                  that their management and staff are suitably
                                  experienced and competent and that there is no
                                  history of malpractice. SFA check the
                                  information and if applicant firms are
                                  considered to be "fit and proper" they are
                                  granted authorisation (i.e. licensed) and
                                  become members of SFA. They are obliged to
                                  comply with SFA's rules.

                                  Authorisation includes the individual
                                  registration of directors, managers and
                                  investment staff in the firm. Some will have
                                  to take an examination to show that they
                                  understand the fundamentals of market practice
                                  and regulation. Those who are not registered
                                  are not permitted to deal or to give customer
                                  advice.
 ...and key individuals
                                  Monitoring is an important task for SFA. Once
                                  a firm has been authorised, and becomes a
                                  member, it is not the end of the regulatory
                                  story. All members are required to provide a
                                  wide range of financial and other information
                                  to SFA on a regular basis and sometimes upon
                                  special request. Teams of inspectors make
Monitoring to check compliance    routine visits to firms to check on their
with the rules                    compliance with the rules. In some cases the
                                  visits may be made without warning.

                                  If the monitoring process uncovers
                                  non-compliance with rules, steps are quickly
                                  taken by SFA to ensure that the investors'
                                  interests are protected. In most instances the
                                  "infringement" is only of a minor
                                  administrative nature offering no immediate
                                  danger to the investor. Firms usually put
                                  things right as soon as it is brought to their
                                  attention.

Detailed investigation when non-  Investigation -- Where a more serious breach
compliance is suspected           of rules is suspected either as a result of
                                  routine monitoring, or from reports received
                                  from other sources, a more focussed
                                  investigation is undertaken to gather the
                                  relevant facts. Monitoring and investigation
                                  may sometimes involve liaison with other UK
                                  and overseas regulatory authorities.

Prosecution can result in         Prosecution -- If the investigators feel that
discipline of member firms        a member has committed a serious breach of the
                                  rules, or if other good reason exists, the
                                  case is considered at a more formal level. If
                                  the judgement is against the firm the nature
                                  of the breach will determine the penalty. It
                                  could be a warning, a direction, a fine, a
                                  temporary order to stop trading or expulsion
                                  from membership i.e. de-authorisation. SFA
                                  cannot undertake criminal prosecution through
                                  the courts. Should such a prosecution be
                                  necessary the results of SFA's investigations
                                  are passed to a relevant body e.g. the
                                  Department of Trade and Industry or the
                                  Police.

                                  Complaints and Arbitration

                                  Member firms are expected to service their
                                  customers' needs with skill and consideration.
                                  Occasionally things go wrong and a customer
                                  may have a complaint. Where the firm and its
                                  customer are unable to reach agreement between
                                  themselves the customer can refer the matter
                                  to SFA's Complaints Bureau. The Bureau will
                                  consider the complaint and attempt to resolve
                                  the dispute between both parties Arbitration
                                  procedures are also available if the firm's
Investors can complain to SFA     customer is not satisfied with the findings of
about its members                 the Bureau.

                                  The work of the Complaints Bureau is overseen
                                  by a completely independent Complaints
                                  Commissioner. His role is not to re-examine
                                  the detail of cases but to determine if they
                                  have been dealt with properly and fairly by
An independent Commissioner       the Bureau. The Commissioner publishes an
checks SFA's complaints           annual report on the work of the Bureau which
procedures                        is widely circulated.

                                  Organisation

                                  SFA has over two hundred full time staff
                                  reporting to the Chief Executive. He is
Policy determined by senior       supported directly by an executive team, each
practitioners and independents    member of which has senior management
supported by a professional       responsibility for a specific aspect of SFA's
executive and staff               activity.

                                  Overseeing the work of the executive is the
                                  Chairman and Board of Directors. These are not
                                  employees of SFA but are either senior
                                  practitioners from member firms or persons
                                  independent of SFA and its firms who represent
                                  the interests of the investor. The Board
                                  delegates responsibility for the detail of
                                  policy, rulemaking and disciplinary procedures
                                  to specialist committees which are also
                                  composed of practitioners and independents.
                                  Supported by a professional staff, this
                                  combination provides for effective and
                                  flexible self-regulation.
Regular contact with government
bodies, `City' institutions,      Public Relations
professional bodies and the press
                                  SFA's communication with the public,
                                  Parliament, `City' institutions, professional
                                  bodies and other regulators, at home and
                                  abroad, plays an important part in the process
                                  of developing confidence in SFA members'
                                  businesses and in furthering the success of
                                  the regulatory system as a whole. Accordingly
                                  SFA maintains regular contact with the press
                                  and other media. Press coverage of
                                  disciplinary action taken by SFA acts as a
                                  reassurance to the public and to the financial
                                  community that SFA is actively seeking to help
                                  promote good practice in London's markets.

<PAGE>

Further information

More details are available on the various aspects of SFA's work and what it does
to put the investor first.

Other publications include:

o Rule Book and amendment service*

o Professional Dealing Handbook*

o Board Notices*

o Membership Directory*

o Briefing, SFA's Membership newsletter

o Annual Report and Accounts (with Regulatory Plan)

o Complaints Bureau

o Annual Report of the Complaints Commissioner

o Annual Report of the Chairman of the Arbitration Panel

o Consumer Arbitration Scheme

o Full Arbitration Scheme Rules

o Membership Application Pack**

o Available by subscription

** For applicant firms (after a preliminary discussion)

SFA

The Securities and Futures Authority Limited
Cottons Centre
Cottons Lane
London SE1 2QB

Tel:  071 378 9000
Fax:  071 403 7569

Registered in England and Wales No 1998622
Registered Office as above
Fifth edition July 1994