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 WELTON L.P.

Section 1    DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

            (iii) the Value Date, and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2   FX TRANSACTIONS

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

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

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

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

Section 3   SETTLEMENT AND NETTING

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

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

            3.3 NOVATION NETTING.

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

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

            3.4 GENERAL.

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

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

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

Section 4   REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

Section 5   CLOSE-OUT AND LIQUIDATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 6   FORCE MAJEURE, ACT OF STATE, ILLEGALITY OR IMPOSSIBILITY

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

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

Section 7   PARTIES TO RELY ON THEIR OWN EXPERTISE

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

Section 8   MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 9   LAW AND JURISDICTION

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

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

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

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

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

<PAGE>

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


                                       CARR FUTURES INC.


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



                                       MORGAN STANLEY DEAN WITTER CHARTER
                                       WELTON 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 Welton 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,
            ABA:  021-000089                    Chicago
            Account Name:  Dean Witter           ABA:  071.000.288
             Reynolds, Inc.                      For the Account of Carr
            Account No. 40611164                Futures Inc.,
            FFC:  Morgan Stanley Dean           Chicago Customer Segregated
            Witter Charter Welton L.P.,         Account No. 203-908-9
            Account # (As Party B is notified   FFC:  Morgan Stanley Dean Witter
                        from time to time)      Charter Welton L.P.,
                                                Account # (As Party A is
                                                          notified from 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.