EXHIBIT 10.03

                               CUSTOMER AGREEMENT
                               ------------------


            THIS CUSTOMER  AGREEMENT (this  "Agreement") made as of the 31st day
of December,  1997,  by and among  MORGAN  STANLEY  TANGIBLE  ASSET FUND L.P., a
Delaware   limited   partnership   (the   "Customer"),   MORGAN  STANLEY  &  CO.
INTERNATIONAL  LIMITED  ("MSIL") and MORGAN  STANLEY & CO.  INCORPORATED  ("MS &
Co.");
                             W I T N E S S E T H:
                             -------------------

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

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

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

            2.  Charges.   Notwithstanding  any  provision  in  the  Non-Private
Customer  Agreement to the contrary,  Customer  shall not be responsible to MSIL
for any  commission  or mark-up or  mark-down  or fee payable  for the  relevant
Transaction  and/or any such other  amounts  with  respect to the  Account,  but
rather all of MSIL's commissions, fees mark-ups, mark-downs and charges shall be
paid by MS & Co. and not by Customer.

            3. Standard of Liability and Indemnity.

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

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

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

            (d)  Limitation on  Indemnities.  The  indemnities  provided in this
Section 3 by Customer to MSIL and its affiliates  shall be  inapplicable  in the
event of any losses, liabilities,  damages, costs or expenses arising out of, or
based upon,  any  material  breach of any  agreement  of MSIL  contained in this
Agreement to the extent caused by such event. Likewise, the indemnities provided
in this  Section 3 by MSIL to  Customer  and any of its  successors  and assigns
shall be inapplicable in the event of any losses, liabilities, damages, costs or
expenses   arising  out  of,  or  based  upon,   any  material   breach  of  any
representation, warranty or agreement of Customer contained in this Agreement to
the extent caused by such event.

            (e) Definition of  "Affiliate."  As used in this Section 3, the term
"affiliate"   of  MSIL  shall  mean:  (i)  any  natural   person,   partnership,
corporation,  association,  or other legal entity directly or indirectly owning,
controlling, or holding with power to vote 10% or more of the outstanding voting
securities of MSIL; (ii) any  partnership,  corporation,  association,  or other
legal entity 10% or more of whose outstanding  voting securities are directly or
indirectly  owned,  controlled,  or held with  power to vote by MSIL;  (iii) any
natural person,  partnership,  corporation,  association,  or other legal entity
directly or indirectly controlling, controlled by, or under common control with,
MSIL; or (iv) any officer or director of MSIL.  Notwithstanding  the  foregoing,
"affiliates"  for  purposes of this Section 3 shall  include only those  persons
acting on behalf of MSIL and performing  services for Customer  within the scope
of the authority of MSIL, as set forth in this Agreement.

            4. Termination.  This Agreement may be terminated at any time by any
party upon ten (10) days' prior written notice to the other parties  hereto.  In
the event of such notice,  Customer shall either close out open positions in the
Account or arrange for such open positions to be transferred to another  futures
broker.

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

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

            7.  Amendment.  This  Agreement  may not be  amended  except  by the
written  consent of the parties and provided such  amendment is consistent  with
Customer's Limited Partnership  Agreement.  8. Notices.  All notices required or
desired to be  delivered  under this  Agreement  shall be sent to the  following
addresses:

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

               if to the Partnership:

                     MORGAN STANLEY TANGIBLE ASSET FUND L.P.
                     c/o Demeter Management Corporation
                     Two World Trade Center, 62nd Floor
                     New York, New York  10048
                     Attention: Mark J. Hawley

               if to MS & Co.:

                     MORGAN STANLEY & CO. INCORPORATED
                     One Pierrepont Plaza, 8th Floor
                     Brooklyn, New York 11201
                     Attention: Commodity Operations Manager
 
               if to MSIL:

                     as set forth in the Non-Private Customer Agreement.

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

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


<PAGE>



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

                              MORGAN STANLEY TANGIBLE ASSET FUND L.P.

                              By:   Demeter Management Corporation
                                    General Partner



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


                              MORGAN STANLEY & CO. INTERNATIONAL
                              LIMITED


                              By: /s/ Robert C. Whitehand
                                 -------------------------------------
                                      Name:  Robert C. Whitehand
                                      Title: Managing Director


                              MORGAN STANLEY & CO. INCORPORATED


                              By: /s/ Jeffrey Jennings
                                  --------------------------------------
                                      Name:  Jeffrey Jennings
                                      Title:    Principal


<PAGE>



 
                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (EXCHANGE-TRADED DERIVATIVES)

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

                                                                       PAGE

PART ONE:        NON-PRIVATE CUSTOMER AGREEMENT                          3
                    (EXCHANGE-TRADED DERIVATIVES)

    Chapter      I     Introduction                                      3

                 II    Terms Applicable to Dealings                      6

                 III   Margin                                            8

                 IV    Material Interests                                9

                 V     Powers and Exclusions of Liability               10

                 VI    Authorisation                                    12

                 VII   General                                          13



PART TWO:        SCHEDULE                                               16



PART THREE:      CUSTOMER SIGNATURE PAGES                               19

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


<PAGE>



                                    PART ONE
                         NON-PRIVATE CUSTOMER AGREEMENT
                          (EXCHANGE-TRADED DERIVATIVES)

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

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

BETWEEN:

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

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

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

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

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

                            CHAPTER 1 - INTRODUCTION

1. INTERPRETATION
In the  Customer  Documents,  the words and phrases  below have the  following
meanings:-

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

"Applicable Law" includes without limitation

(a)   Market requirements, and

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

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

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

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

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

"Charged Securities" means such Securities as

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

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

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

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

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

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

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

      "Client Money Regulations"  means The Financial  Services  (Dedesignation)
      Rules and  Regulations  (1994),  The  Financial  Services  (Client  Money)
      (Amendment) Regulations 1996 and the related client money rules in Chapter
      4 of the rules of SFA;

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

      "Contract"  means a futures or option  contract  entered  into by us on an
      Exchange or with or through a Broker pursuant to Clause 3.2;

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

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

      "FSA" means the Financial Services Act 1986 of the United Kingdom;

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

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

      "LCH" means the London Clearing House Limited;

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

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

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

      "Market Requirements" means

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

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

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

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

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

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

      "Securities" means securities, investments and financial instruments;

      "SIB"  means  the  Securities  and   Investments   Board,   the  central
      regulatory authority for United Kingdom investment business;

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

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

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

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

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

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

2.    SERVICES TO BE PROVIDED
2.1   The  services  which we may  provide  to you are  general  investment  and
      dealing services in financial commodity options, futures and contracts for
      differences traded on an Exchange, together with related research, advice,
      clearing and settlement  facilities and any other services  agreed between
      us.  The  agreement  does  not  cover  any  investment  business  which is
      regulated  by the Bank of  England,  provided  that,  other  than  clauses
      4.2(b),  16, 28 and 39.1,  this  Agreement  shall  apply to such  business
      subject to The London Code of Conduct (as amended from time to time by the
      Bank of England).

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

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

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

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

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

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

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

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

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

5.    DEALINGS AND RULES, REGULATIONS AND RESTRICTIONS
5.1   All Client Contract and Transactions shall be subject to applicable Market
      Requirements and Applicable Law.

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

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

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

                  CHAPTER II - TERMS APPLICABLE TO DEALINGS

6.    CONTRACTS AND CLIENT CONTRACTS
6.1   If we carry out a  Transaction  on your request or pursuant to Clause 24
      below:

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

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

6.2   For each  Client  Contract,  we will have  made or  placed  an  equivalent
      Contract on the floor of the relevant  market (by open outcry on the floor
      of, or on an  automated  trading  system  administered  by, a futures  and
      options  Exchange or the futures or options market of any other  Exchange)
      or will have entered into an equivalent  Contract with or through a Broker
      pursuant  to  Clause  3.2  and we  shall  thus  have  an  interest  in the
      Transaction.

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

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

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

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

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

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

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

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

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

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

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

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

14.   OPTION PREMIUMS
      In respect of an option Contract matching a Client Contract:-

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

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

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

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

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

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

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


                              CHAPTER III - MARGIN

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

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

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

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

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

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

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

18.6  Where you agree to effect transactions,  or if you give instructions to us
      to effect transactions in a jurisdiction outside the United Kingdom,  then
      we  may  need  to  appoint  an  intermediate  broker  to  undertake  those
      transactions.  In order to meet the  margin  obligations  to the  relevant
      Exchange  or  Clearing  House,  we may  need  to  pass  your  money  to an
      intermediate  broker as if it were held in a client  bank  account  in the
      United Kingdom.  You should note that in the event of a shortfall  arising
      on the money  available  to meet the claims of  segregated  clients,  your
      claim will be  restricted to the money held in our client bank accounts in
      respect of transactions carried on through that intermediate broker and to
      any  money  received  from  the  intermediate  broker  relating  to  those
      transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20.   LENDING/BORROWING
      Subject to Clauses 19 and 24 and the Rules we are not authorised to:

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

      (b)   lend any documents of title or certificates  evidencing title to any
            third party unless we have first  entered  into a written  agreement
            with you giving us such authorisation.


                         CHAPTER IV - MATERIAL INTERESTS

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

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

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

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

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

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

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

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

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

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

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


                CHAPTER V - POWERS AND EXCLUSIONS OF LIABILITY

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

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

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

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

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

      (i)   any  nominee,  custodian  or other  third  party by whom any Charged
            Securities (or other investments) pursuant to Clause 19 above; or

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

      (iii) any other third party with whom we deal or transact  business or who
            is appointed by us in good faith on your behalf unless such nominee,
            custodian,  bank or other third party is an Associated  Firm, but we
            will make  available to you,  when and to the extent  reasonably  so
            requested,  any  rights  that  we  may  have  against  such  person,
            provided,  that we have  selected  any  nominee,  custodian or other
            third party in good faith and with due care.

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

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

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

      (b)   any expense,  loss or damage  suffered by you as a result of (i) our
            carrying out your instructions,  if we acted in accordance with such
            instructions  or  otherwise  acted  reasonably,   or  (ii)  properly
            carrying out or failing to carry out any actions

      which we are  permitted but not required to carry out under the Customer
      Documents.

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

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

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

      (b)   buy or sell futures or options contracts;

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

      (d)   borrow, buy or sell any currency;

      (e)   apply any Margin;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                           CHAPTER VI - AUTHORISATION

32.   DUE AUTHORISATION
32.1  You represent, warrant and undertake to us that:-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                              CHAPTER VII - GENERAL

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

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

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

34.2  You will:

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

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

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

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

36.   TELEPHONE RECORDING
      We may use voice record orders,  instructions or  conversations we receive
      by telephone. Our voice records shall be prima facie evidence of the order
      instructions or  conversations  recorded,  and you agree that such records
      shall be  admissible as such  evidence in any  Proceedings  (as defined in
      Clause 42.2).

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

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

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

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

38.   CORRECT ADDRESSES AND NUMBERS
      Our address for  serving  notices is shown at the front of this  document,
      and our facsimile and telex numbers are:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

43.   GOVERNING LAW
43.1  The Customer documents and all Transactions thereunder,  shall be governed
      by and construed in accordance with English Law.

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

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

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

<PAGE>

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

Signed on behalf of

MORGAN STANLEY & CO. INTERNATIONAL LIMITED
             -and-
MORGAN STANLEY SECURITIES LIMITED

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



<PAGE>



                                    PART TWO
                                    SCHEDULE

                         ADDITIONAL PROVISIONS FOR LIFFE

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

1.    GENERAL PROVISIONS


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

1.2 You accept that in relation to LIFFE:

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

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

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

2.    EXCLUSION OF LIABILITY

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

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

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

3.    LINKED CONTRACTS

      DEFINITIONS

      "LCH"                                 means  The  London  Clearing  House
                                            Limited;

      "LIFFE"                               means  LIFFE   Administration   and
                                            Management;

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

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

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

      "Participating  Exchange"             means  an  exchange  which  has
                                            concluded  one  or  more  agreements
                                            in  relation  to  a  Link  with  the
                                            Exchange   and/or  LCH  pursuant  to
                                            which:

                                            (i)   contracts  in the terms of one
                                                  or more Linked LIFFE Contracts
                                                  are to be transferred  to, for
                                                  clearing by, such  exchange or
                                                  its clearing house; or

                                            (ii)  contracts  in the  terms  of a
                                                  Linked Participating  Exchange
                                                  Contract are to be transferred
                                                  to, for  clearing by, LCH. The
                                                  term

      "Participating Exchange"              shall  include  any  clearing  house
                                            which  from  time to  time  provides
                                            clearing services to such exchange;

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

GENERAL PROVISIONS

3.1   EXCLUSION OF LIABILITY

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

3.2   GOVERNING LAW

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

3.3   MARGIN AND CLIENT MONEY/ASSETS

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

PROVISIONS RELATING TO OUTWARD TRANSFERS OF LINKED LIFFE CONTRACTS

3.4   RULES OF LIFFE

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

3.5   TRANSFER

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

3.6   DELAYED TRANSFER

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

3.7   IMPOSSIBILITY OF TRANSFER

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

PROVISIONS  RELATING  TO INWARD  TRANSFERS  OF LINKED  PARTICIPATING  EXCHANGE
CONTRACTS

3.8   TRANSFER

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

3.9   DELAYED TRANSFER

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

3.10  IMPOSSIBILITY OF TRANSFER

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



<PAGE>




                                   PART THREE
                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (EXCHANGE-TRADED DERIVATIVES)
                               CUSTOMER SIGNATURES

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

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

Date:
                           ----------------------    ----------------------

Signed:
                           ----------------------    ----------------------

Name(s):
                           ----------------------    ----------------------
Print

Authorised Signatory(ies)
for and on behalf of
                           ----------------------    ----------------------
                            Print Name of Client (Non-Private Customer)

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

Address:




For the attention of:

Telex and Answerback:

Fax:

Corporate Registered Office
(if different from above)

                     CUSTOMERS DOMICILED IN LUXEMBOURG ONLY

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

Signed:



<PAGE>




                        THIRD PARTY TRADING AUTHORISATION

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

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

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

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

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

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

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

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

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

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

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

Yours faithfully

Signed:
          ----------------------    ----------------------

AGENT'S DETAILS (PLEASE PRINT)

Name of Agent:        ----------------------------
 
Address of Agent:     ----------------------------

Telephone:            ----------------------------

Telex and Answerback: ----------------------------

Fax:                  ----------------------------



<PAGE>




                        CERTIFICATES OF AUTHORITY TO DEAL
                      FOR USE BY COMPANIES AND PARTNERSHIPS

Certificate of Company Secretary/Authorised Partner*

Extracts    from   the    Minutes    of   the    Meeting   of   the   Board   of
Directors/Partners/Management    Comimttee*    of    ___________________    (the
"Company/Partnership") held at ______________ on _______________ 19___

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

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

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

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

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

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

                               DESIGNATED PERSONS

                    Name              Position            Signature




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

      Signed:

      Name:

      Title:      Secretary/Director/Authorised Partner*

      Date:

-----------------------
* Delete as appropriate
+ Partnerships


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


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


<PAGE>




                             CERTIFICATE OF TRUSTEES
                              (FOR USE BY TRUSTEES)

Extracts from the Minutes of a Meeting of the trustees of
-----------------------------------------------
(the "Trust") held at ___________________ on _________________ 19___

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

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

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

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

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

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

                               DESIGNATED PERSONS

                    Name              Position            Signature





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

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

Signed:     ------------------------    ------------------------

Name:       ------------------------    ------------------------

Title:      Chairman of the Trustees/Authorised Trustee*

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

Date:       ------------------------    ------------------------



-------------------
* Delete as appropriate