Exhibit 10.04


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


               INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT

     MASTER  AGREEMENT dated as of November 6, 1998, by and between CARR FUTURES
INC., a Delaware corporation and MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.

SECTION 1.     DEFINITIONS

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

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

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

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

               "CLOSE-OUT AMOUNT" has the meaning given to it in Section 5.1.

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

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

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

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

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

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

               (iii) the Value Date, and

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

               "CREDIT SUPPORT" has the meaning given to it in Section 5.2.

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

               "CREDIT  SUPPORT  PROVIDER"  has the  meaning  given to it in the
               definition of Credit Support Document.

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

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

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

               "DEFAULTING  PARTY" has the meaning given to it in the definition
               of Event of Default.

               "DESIGNATED  OFFICE(S)",  as to a  Party,  means  the  office  or
               offices specified in Part II of the Schedule.

               "EFFECTIVE DATE" means the date of this Master Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               "MATCHED PAIR NOVATION NETTING OFFICE(S)", in respect of a Party,
               means  the  Designated  Office(s)  specified  in  Part  V of  the
               Schedule.

               "NON-DEFAULTING  PARTY"  has  the  meaning  given  to it in the
               definition of Event of Default.

               "NOVATION NETTING  OFFICE(S)",  in respect of a Party,  means the
               Designated Office(s) specified in Part V of the Schedule.

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

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

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

               "SETTLEMENT NETTING OFFICE(S)",  in respect of a Party, means the
               Designated Office(s) specified in Part V of the Schedule.

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

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

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

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

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

SECTION 2.     FX TRANSACTIONS

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

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

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

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

SECTION 3.     SETTLEMENT AND NETTING

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

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

               3.3   NOVATION NETTING.

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

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

               3.4   GENERAL.

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

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

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

SECTION 4.     REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

SECTION 5.     CLOSE-OUT AND LIQUIDATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.     PARTIES TO RELY ON THEIR OWN EXPERTISE

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

SECTION 8.     MISCELLANEOUS

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

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

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

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

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

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

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

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

               8.9  TIME  OF  ESSENCE.  Time  shall  be of  the  essence  in the
               Agreement.

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

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

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

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

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

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

SECTION 9.     LAW AND JURISDICTION

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

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

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

               9.3 WAIVER OF JURY TRIAL. Each Party  irrevocably  waives any and
               all right to trial by jury in any Proceedings.

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

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


                                 CARR FUTURES INC.



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


                                 MORGAN STANLEY DEAN WITTER CHARTER GRAHAM L.P.


                                 By  Demeter Management Corporation
                                       General Partner



                                 By  /s/ MARK HAWLEY
                                     -------------------------------------------
                                     Name:  Mark Hawley
                                     Title: President



<PAGE>




                                    SCHEDULE

       Schedule to the International Foreign Exchange Master Agreement

                          dated as of November 6, 1998

    between Morgan Stanley Dean Witter Charter Graham L.P. ("Party A") and
                         Carr Futures Inc. ("Party B").

Part I.       Scope of Agreement

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

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


Part II.      DESIGNATED OFFICES

              Each of the following shall be a Designated Office:

              PARTY A:

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

              PARTY B:

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


Part III.     NOTICES:

              If sent to Party A:

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

              With copies to Party A's designated Trading Advisors.

              If sent to Party B:

              Address:    Carr Futures Inc.
                          One World Trade Center
                          New York, New York 10048

              Telephone Number: (212) 453-6365
              Facsimile Number:  (212) 453-6361
              Name of Individual or Department to whom Notices are to be sent:
              David Mangold


Part IV.      PAYMENT INSTRUCTIONS

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

              Party A                            Party B

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


Part V.       NETTING

A.            SETTLEMENT NETTING OFFICES

              Each of the following shall be a Settlement Netting Office:

              Party A:    Same as in Part II.

              Party B:    Same as in Part II.


B.            NOVATION NETTING OFFICES

              Each of the following shall be a Novation Netting Office:

              Party A:    Same as in Part V-A.

              Party B:    Same as in Part V-A.


C.            MATCHED PAIR NOVATION NETTING OFFICES

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

              Party A:    Not Applicable.

              Party B:    Not Applicable.


Part VI.      CASH SETTLEMENT OF FX TRANSACTIONS

              The following provision shall apply:

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

Part VII.     Base Currency

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

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

Part VIII.    Threshold Amount

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

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

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

Part IX.      Additional Events of Default

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

                                            None.

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

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

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


Part X.       AUTOMATIC TERMINATION

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

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

Part XI.      ADEQUATE ASSURANCES

              Adequate   Assurances  under  Section  8.14  shall  apply  to  the
              Agreement.

Part XII.     GOVERNING LAW

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

Part XIII.    Consent to Jurisdiction

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

Part XIV.     Agent for Service of Process

              Not applicable.

Part XV.      Certain Regulatory Representations

A.            The following FDICIA representation shall not apply:

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

                    [  ]  broker or dealer within the meaning of FDICIA;

                    [  ]  depository institution within the meaning of FDICIA;

                    [  ]  futures commission merchant within the meaning of
                          FDICIA;

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

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

                    [  ]  broker or dealer within the meaning of FDICIA;

                    [  ]  depository institution within the meaning of FDICIA;

                    [  ]  futures commission merchant within the meaning of
                    FDICIA;

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


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

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

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

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

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

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

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


B. The following ERISA representation shall apply:

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


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

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


Part XVI.     ADDITIONAL COVENANTS

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

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

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

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