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                                                                   Exhibit 10.23

(Multicurrency-Cross Border)


                                [ISDA LOGO](R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT


                        dated as of September 27, 2000
                                    ------------------


Bank of America, N.A. and CERES Trading Limited Partnership have entered and/or
anticipate entering into one or more transactions (each a "Transaction") that
are or will be governed by this Master Agreement, which includes the schedule
(the "Schedule"), and the documents and other confirming evidence (each a
"Confirmation") exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:-

1.    Interpretation

(a)   Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)   Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i)   Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii)  Payments under this Agreement will be made on the due date for value
      on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than by
      payment), such delivery will be made for receipt on the due date in the
      manner customary for the relevant obligation unless otherwise specified in
      the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event
      of Default with respect to the other party has occurred and is continuing,
      (2) the condition precedent that no Early Termination Date in respect of
      the relevant Transaction has occurred or been effectively designated and
      (3) each other applicable condition precedent specified in this Agreement.


      Copyright (C) 1992 by International Swap Dealers Association, Inc.
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(b)   Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:-

      (i)   in the same currency; and

      (ii)  in respect of the same Transaction.

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect or two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i)   Gross Up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified by
      the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:-

            (1)   promptly notify the other party ("Y") of such requirement;

            (2)   pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y under
            this Section 2(d)) promptly upon the earlier of determining that
            such deduction or withholding is required or receiving notice that
            such amount has been assessed against Y;

            (3)   promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y, evidencing
            such payment to such authorities; and

            (4)   if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed against X or Y) will equal the full amount Y would
            have received had no such deduction or withholding been required.
            However, X will not be required to pay any additional amount to Y to
            the extent that it would not be required to be paid but for:-

                  (A)   the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(ii) or 4(d); or

                  (B)   the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure would
                  not have occurred but for (I) any action taken by a taxing
                  authority, or brought in a court of competent jurisdiction, on
                  or after the date on which a Transaction is entered into
                  (regardless of whether such action is taken or brought with
                  respect to a party to this Agreement) or (II) a Change in Tax
                  Law.


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     (ii) Liability. If:-

          (1)  X is required by any applicable law, as modified by the practice
          of any relevant governmental revenue authority, to make any deduction
          or withholding in respect of which X would not be required to pay an
          additional amount to Y under Section 2(d)(i)(4);

          (2)  X does not so deduct or withhold; and

          (3)  a liability resulting from such Tax is assessed directly
          against X.

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest;  Other Amounts.  Prior to the occurance or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligations will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate.  Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed.  If, prior to
the occurance of effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.  Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termantation of this Agreement) that:-

(a)  Basic Representations.

     (i)   Status.  It is duly organised and validly existing under the laws of
     the jurisdiction of its organisation or incorporation and, if relevant
     under such laws, in good standing;

     (ii)  Powers.  It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorise such execution, delivery and performance;

     (iii) No Violation or Conflict. Such execution, delivery and performance do
     not violate or conflict with any law applicable to it, any provision of its
     constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)  Consents.  All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party has been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)   Obligations Binding.  Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitue its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganisation, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).


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(b)   Absence of Certain Events.  No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)   Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or is ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)   Accuracy of Specified Information.  All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)   Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:-

(a)   Furnished Specified Information. It will deliver to the other party or,
in certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:-

      (i)   any forms, documents or certificates relating to taxation specified
      in the Schedule or any Confirmation;

      (ii)  any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to
      allow such other party or its Credit Support Provider to make a payment
      under this Agreement of any applicable Credit Support Document without
      any deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of such
      demand), with any such form or document to be accurate and completed in a
      manner reasonably satisfactory to such other party and to be executed
      and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)   Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental of other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)   Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)   Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)   Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,


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organised, managed and controlled, or considered to have its seat, or in which a
branch or office through which it is acting for the purpose of this Agreement is
located ("Stamp Tax Jurisdiction") and will indemnify the other party against
any Stamp Tax levied or imposed upon the other party or in respect of the other
party's execution or performance of this Agreement by any such Stamp Tax
Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the
other party.

5.   Events of Default and Termination Events

(a)  Events of Default.  The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:-

     (i)   Failure to Pay or Deliver.  Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

     (ii)  Breach of Agreement.  Failure by the party to comply with or perform
     any agreement or obligation (other than an obligation to make any payment
     under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give
     notice of a Termination Event or any agreement or obligation under Section
     4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party
     in accordance with this Agreement if such failure is not remedied on or
     before the thirtieth day after notice of such failure is given to the
     party;

     (iii) Credit Support Default.

           (1)  Failure by the party or any Credit Support Provider of such
           party to comply with or perform any agreement or obligation to
           complied with or performed by it in accordance with any Credit
           Support Document if such failure is continuing after any applicable
           grace period has elapsed;

           (2)  the expiration or termination of such Credit Support Document or
           the failing or ceasing of such Credit Support Document to be in full
           force and effect for the purpose of this Agreement (in either case
           other than in accordance with its terms) prior to the satisfaction of
           all obligations of such party under each Transaction to which such
           Credit Support Document relates without the written consent of the
           other party; or

           (3)  the party of such Credit Support Provider disaffirms, disclaims,
           repudiates or rejects, in whole or in part, or challenges the
           validity of, such Credit Support Document;

     (iv)  Misrepresentation.  A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v)   Default under Specified Transaction.  The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or any early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is not applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)  Cross Default.  If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however


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     described) in respect of such party, any Credit Support Provider of such
     party or any applicable Specified Entity of such party under one or more
     agreements or instruments relating to Specified Indebtedness of any of them
     (individually or collectively) in an aggregate amount of not less than the
     applicable Threshold Amount (as specified in the Schedule) which has
     resulted in such Specified Indebtedness becoming, or becoming capable at
     such time of being declared, due and payable under such agreements or
     instruments, before it would otherwise have been due and payable or (2) a
     default by such party, such Credit Support Provider or such Specified
     Entity (individually or collectively) in making one or more payments on the
     due date thereof in an aggregate amount of not less than the applicable
     Threshold Amount under such agreements or instruments (after giving effect
     to any applicable notice requirement or grace period);

     (vii)  Bankruptcy.  The party, any Credit Support Provider of such party or
     any applicable Specified Entity of such party;-

            (1)  is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its creditors;
            (4) institutes or has instituted against it a proceeding seeking
            judgment of insolvency or bankruptcy or any other relief under any
            bankruptcy or insolvency law or other similar law affecting
            creditor's rights, or a petition is presented for its winding-up or
            liquidation, and, in the case of any such proceeding or petition
            instituted or presented against it, such proceeding or petition (A)
            results in a judgement of insolvency or bankruptcy or the entry of
            an order for relief or the making of an order for its winding-up or
            liquidation or (B) is not dismissed, discharged, stayed or
            restrained in each case within 30 days of the institution or
            presentation thereof; (5) has a resolution passed for its winding-
            up, official management or liquidation (other than pursuant to a
            consolidation, amalgamation or merger); (6) seeks or becomes subject
            to the appointment of an administrator, provisional liquidator,
            conservator, receiver, trustee, custodian or other similar official
            for it or for all or substantially all its assets; (7) has a secured
            party take possession of all or substantially all its assets or has
            a distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or substantially
            all its assets and such secured party maintains possession, or any
            such process is not dismissed, discharged, stayed or restrained, in
            each case within 30 days thereafter; (8) causes or is subject to any
            event with respect to it which, under the applicable laws of any
            jurisdiction, has an analogous effect to any of the events specified
            in clauses (1) to (7) (inclusive); (9) takes any action in
            furtherance of, or indicating its consent to, approval of, or
            acquiescence in, any of the foregoing acts; or

     (viii) Merger Without Assumption.  The party or any Credit Support Provider
     of such party consolidates or amalgamation with, or merges with or into, or
     transfers all or substantially all its assets to, another entity and, at
     the time of such consolidation, amalgamation, merger or transfer:-

            (1)  the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            is predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2)  the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its obligations under
            this Agreement.

(b)  Termination Events.  The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider or such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event



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Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:-

     (i)   Illegality.  Due to the adoption of, or any change in, any applicable
     law after the date on which a Transaction is entered into, or due to the
     promulgation of, or any change in, the interpretation by any court,
     tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):-

           (1)  to perform any absolute or contingent obligation to make a
           payment or delivery or to receive a payment or delivery in respect of
           such Transaction or to comply with any other material provision of
           this Agreement relating to such Transaction; or

           (2)  to perform, or for any Credit Support Provider of such party to
           perform, any contingent or other obligation which the party (or such
           Credit Support Provider) has under any Credit Support Document
           relating to such Transaction;

     (ii)  Tax Event.  Due to (x) any action taken by taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e) and no additional amount is required to be paid in respect
     of such Tax under Section 2(d)(i)(4) (other than by reason of Section
     2(d)(i)(4)(A) or (B));

     (iii) Tax Event Upon Merger.  The party (the "Burdened Party") on the next
     succeeding Scheduled Payment Date will either (1) be required to pay an
     additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)  Credit Event Upon Merger.  If "Credit Event Upon Merger" is specified
     in the Schedule as applying to the party, such party ("X"), any Credit
     Support Provider of X or any applicable Specified Entity of X consolidates
     or amalgamates with, or merges with or into, or transfers all or
     substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v)   Additional Termination Event.  If any "Additional Termination Event"
     is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.



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6.   Early Termination

(a)  Right to Terminate Following Event of Default.  If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i)   Notice.  If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii)  Transfer to Avoid Termination Event.  If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of it
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that affect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii) Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) or a
     Tax Event occurs and there are two Affected Parties, each party will us all
     reasonable efforts to reach agreement within 30 days after notice thereof
     is given under Section 6(b)(i) on action to avoid that Termination Event.

     (iv)  Right to Terminate If:-

           (1)  a transfer under Section 6(b)(ii) or an agreement under Section
           6(b)(iii), as the case may be, has not been affected with respect to
           all Affected Transactions within 30 days after an Affected Party
           gives notice under Section 6(b)(i); or

           (2)  an Illegality under Section 5(b)(i)(2), a Credit Event Upon
           Merger or an Additional Termination Event occurs, or a Tax Event Upon
           Merger occurs and the Burdened Party is not the Affected Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of the Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then


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     continuing, designate a day not earlier than the day such notice is
     effective as an Early Termination Date in respect of all Affected
     Transactions.

(c)  Effect of Designation.

     (i)   If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii)  Upon the occurrence of effective designation of an Early Termination
     Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in
     respect of the Terminated Transactions will be required to be made, but
     without prejudice to the other provisions of this Agreement. The amount if
     any, payable in respect of an Early Termination Date shall be determined
     pursuant to Section 6(e).

(d)  Calculations.

     (i)   Statement.  On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant account to which any amount
     payable under Section 6(e)) and (2) giving details of the relevant account
     to which any amount payable to it is to be paid. In the absence of written
     confirmation from the source of a quotation obtained in determining a
     Market Quotation, the records of the party obtaining such quotation will be
     conclusive evidence of the existence and accuracy of such quotation.

     (ii)  Payment Date.  An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  Payments on Early Termination.  If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

     (1)   Events of Default.  If the Early Termination Date results from an
     Event of Default:-

           (1)  First Method and Market Quotation.  If the First Method and
           Market Quotation apply, the Defaulting Party will pay to the Non-
           defaulting Party the excess, if a positive number, of (A) the sum of
           the Settlement Amount (determined by the Non-defaulting Party) in
           respect of the Terminated Transactions and the Termination Currency
           Equivalent of the Unpaid Amounts owing to the Non-defaulting Party
           over (B) the Termination Currency Equivalent of the Unpaid Amounts
           owing to the Defaulting Party.

           (2)  First Method and Loss.  If the First Method and Loss apply, the
           Defaulting Party will pay to the Non-defaulting Party, if a positive
           number, the Non-defaulting Party's Loss in respect of this Agreement.

           (3)  Second Method and Market Quotation.  If the Second Method and
           Market Quotation apply, an amount will be payable equal to (A) the
           sum of the Settlement Amount (determined by the


                                       9


<PAGE>


           Non-defaulting Party) in respect of the Terminated Transactions and
           the Termination Currency Equivalent of the Unpaid Amounts owing to
           the Non-defaulting Party less (B) the Termination Currency Equivalent
           of the Unpaid Amounts owing to the Defaulting Party. If that amount
           is a positive number, the Defaulting Party will pay it to the Non-
           defaulting Party; if it is a negative number, the Non-defaulting
           Party will pay the absolute value of that amount to the Defaulting
           Party.

           (4)  Second Method and Loss.  If the Second Method and Loss apply,
           an amount will payable equal to the Non-defaulting Party's Loss in
           respect of this Agreement. If that amount is a positive number, the
           Defaulting Party will pay it to the Non-defaulting Party; if it is a
           negative number, the Non-defaulting Party will pay the absolute value
           of that amount to the Defaulting Party.

     (ii)  Termination Events.  If the Early Termination Date results from a
     Termination Event:-

           (1)  One Affected Party.  If there is one Affected Party, the amount
           payable will be determined in accordance with Section 6(e)(i)(3), if
           Market Quotation applies, or Section 6(e)(i)(4), if Loss applies,
           except that, in either case, references to the Defaulting Party and
           to the Non-defaulting Party will be deemed to be references to the
           Affected Party and the party which is not the Affected Party,
           respectively, and, if Loss applies and fewer than all the
           Transactions are being terminated, Loss shall be calculated in
           respect of all Terminated Transactions.

           (2)  Two Affected Parties.  If there are two Affected Parties:-

                (A)  if Market Quotation applies, each party will determine a
                Settlement Amount in respect of the Terminated Transactions, and
                an amount will payable equal to (I) the sum of (a) one-half of
                the difference between the Settlement Amount of the party with
                the higher Settlement Amount ("X") and the Settlement Amount of
                the party with the lower Settlement Amount ("Y") and (b) the
                Termination Currency Equivalent of the Unpaid Amounts owing to X
                less (II) the Termination Currency Equivalent of the Unpaid
                Amounts owing to Y; and

                (B)  if Loss applies, each party will determine its Loss in
                respect of this Agreement (or, if fewer than all the
                Transactions are being terminated, in respect of all Terminated
                Transactions) and an amount will be payable equal to one-half of
                the difference between the Loss of the party with the higher
                Loss ("X") and the Loss of the party with the lower Loss ("Y").

           If the amount payable is a positive number, Y will pay it to X; if it
           is a negative number, X will pay the absolute value of that amount to
           Y.

     (iii) Adjustment for Bankruptcy.  In circumstances where an Early
     Termination Date occurs because "Automatic Early Termination" applies in
     respect of a party, the amount determined under this Section 6(e) will be
     subject to such adjustments as are appropriate and permitted by law to
     reflect any payments or deliveries made by one party to the other under
     this Agreement (and retained by such other party) during the period from
     the relevant Early Termination Date to the date for payment determined
     under Section 6(d)(ii).

     (iv)  Pre-Estimate.  The parties agree that if Market Quotation applies an
     amount recoverable under this Section 6(e) is a reasonable pre-estimate of
     loss and not a penalty. Such amount is payable for the loss of bargain and
     the loss of protection against future risks and except as otherwise
     provided in this Agreement neither party will be entitled to recover any
     additional damages as a consequence of such losses.



                                      10

<PAGE>

7.   Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent or the
other party, except that:-

(a)  a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)  a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(a).

8.   Contractual Currency

(a)  Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into this Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)  Judgments.  To the extent permitted by applicable law, if any judgement or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgement or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)  Separate Indemnities.  To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgement being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)  Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.



                                      11
<PAGE>

9.   Miscellaneous

(a)  Entire Agreements.  This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)  Amendments.  No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes and electronic messages on an electronic messaging system.

(c)  Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)  Remedies Cumulative.  Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)  Counterparts and Confirmations.

     (i)   This Agreement (and each amendment, modification and waiver in
     respect of it) may be executed and delivered in counterparts (including by
     facsimile transmission), each of which will be deemed an original.

     (ii)  the parties intend that they are legally bound by the terms of each
     Transaction from the moment they agree to those terms (whether orally or
     otherwise). A Confirmation shall be entered into as soon as practicable and
     may be executed and delivered in counterparts (including by facsimile
     transmission) or be created by an exchange of telexes or by an exchange of
     electronic messages on an electronic messaging system, which is each case
     will be sufficient for all purposes to evidence a binding supplement to
     this Agreement. The parties will specify therein or through another
     effective means that any such counterpart, telex or electronic message
     constitutes a Confirmation.

(f)  No Waiver of Rights.  A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate a waiver,
and a single or partial exercise of any right, power or privilege will not be
presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege.

(g)  Headings.  The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.  Offices; Multibranch Parties

(a)  If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction or incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office.  This representation will be deemed to be repeated by such
party on each date on which a Transaction is entered into.

(b)  Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)  If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.  Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document



                                      12
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.  Notices

(a)  Effectiveness.  Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:-

     (i)   if in writing and delivered in person or by courier, on the date it
     is delivered;

     (ii)  if sent by telex, on the date the recipient's answerback is
     received;

     (iii) if sent by facsimile transmission, on the date that is received by a
     responsible employee of the recipient in legible form (it being agreed
     that the burden of proving receipt will be on the sender and will not be
     met by a transmission report generated by the sender's facsimile machine);

     (iv)  if sent by certified or registered mail (airmail, if overseas) or the
     equivalent (return receipt requested), on the date that mail is delivered
     or its delivery is attempted; or

     (v)   if sent by electronic messaging system, on the date that electronic
     message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as
applicable, is not a Local Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a Local
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.

(b)  Change of Addresses.  Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.  Governing Law and Jurisdiction

(a)  Governing Law.  This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)  Jurisdiction.  With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:-

     (i)   submits to the jurisdiction of the English courts, if this Agreement
     is expressed to be governed by English law, or to the non-exclusive
     jurisdiction of the courts of the State of New York and the United States
     District Court located in the Borough of Manhattan in New York City, if
     this Agreement is expressed to be governed by the laws of the State of New
     York; and

     (ii)  waives any objection which it may have at any time to the laying of
     venue of any Proceedings brought in any such court, waives any claim that
     such Proceedings have been brought in an inconvenient forum and further
     waives the right to object, with respect to such Proceedings, that such
     court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)  Service of Process.  Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it on its
behalf, service or process in any Proceedings.  If for any



                                      13
<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute process
agent acceptable to the other party.  The parties irrevocably consent to service
of process given in the manner provided for notices in Section 12.  Nothing in
this Agreement will affect the right of either party to serve process in any
other manner permitted by law.

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

14.  Definitions

As used in this Agreement:-

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership or a majority of the voting power of the
entity or person.

"Applicable Rate" means:-

(a)  in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by Defaulting Party, the Default Rate;

(b)  in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)  in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and

(d)  in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.



                                      14
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, with out limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or have been organised, present or engaged in a trade or business in
such jurisdiction or having had a permanent establishment or fixed place of
business in such jurisdiction, but excluding a connection arising solely from
such recipient or related person having executed or delivered, performed its
obligations or received a payment under, or enforced, this Agreement or a
Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination
Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or
(3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and
out-of-pocket expenses referred to under Section 11. A party will determine its
Loss as of the relevant Early Termination Date, or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to any such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether the underlying obligation was absolute or
contingent and assuming the satisfaction of each applicable condition precedent)
by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the
relevant Early Termination Date, have

                                      15
<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, with out limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is to
be included. The Replacement Transaction would be subject to such documentation
as such party and the Reference Market-maker may, in good faith, agree. The
party making the determination (or its agent) will request each Reference
Market-maker to provide its quotation to the extent reasonably practicable as of
the same day and time (without regard to different time zones) on or as soon as
reasonably practicable after the relevant Early Termination Date. The day and
time as of which of those quotations are to be obtained will be selected in good
faith by the party obliged to make a determination under Section 6(e), and, if
each party is so obliged, after consultation with the other. If more than three
quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values. If exactly three such quotations are provided, the Market Quotation will
be the quotation remaining after disregarding the highest and lowest quotations.
For this purpose, if more than one quotation has the same highest value or
lowest value, then one of such quotations shall be disregarded. If fewer than
three quotations are provided, it will be deemed that the Market Quotation in
respect of such Terminated Transaction or group of Terminated Transactions
cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to find the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice of
notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation (in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to
make an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:-

(a)   the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)   such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.


                                      16
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (e) any other transaction identified as a Specified
Transaction in this Agreement.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the rate equal
to the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the parties.

"Termination Event" means an Illegality, a Tax Event Upon Merger or, if
specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evident of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owning to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(ii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under
Section 2(a)(i) which was (or would have been but for Section 2(a)(iii))
required to be settled by delivery to such party on or prior to such Early
Termination Date and which has not been so settled as at such Early Termination
Date, an amount equal to the fair market


                                      17
<PAGE>

value of that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.




Bank of America, N.A.                         CERES Trading Limited Partnership
----------------------------------            ----------------------------------
        (Name of Party)                                (Name of Party)

By: /s/ Roger H. Heintzelman                  By: /s/ Glen M. Johnson
   -------------------------------               -------------------------------
Name:   Roger H. Heintzelman                  Name:   Glen M. Johnson

Title:  Vice President                        Title:  SVP/CFO BOARD OF TRADE 9th
                                                      CITY OF CHICAGO,
                                                      GENERAL PARTNER
Date:                                         Date:   9/27/00



                                      18
<PAGE>

(Multicurrency -- Cross Border)


                                   ISDA (R)

                 International Swap Dealers Association, Inc.

                                   SCHEDULE
                                    to the
                               Master Agreement

                        dated as of September 27, 2000


between   BANK OF AMERICA, N.A.       and   CERES TRADING LIMITED
                                            PARTNERSHIP
             ("Party A")                        ("Party B")

                        PART 1: Termination Provisions

(a)   "Credit Agreement" means the 6.81% Senior Notes Indenture Agreement, dated
      as of March 1, 1997, between Board of Trade of the City of Chicago
      (predecessor to the Board of Trade of the City of Chicago, Inc.) and the
      Purchasers listed in the attached Schedule A who are signatories to that
      agreement, as amended, modified, restated or replaced from time to time.

(b)   "Specified Entity" means in relation to Party A for the purpose of:-

      Section 5(a)(v) (Default under Specified Transaction),      none;

      Section 5(a)(vi) (Cross Default),                           none;

      Section 5(a)(vii) (Bankruptcy),                             none; and

      Section 5(b)(iv) (Credit Event Upon Merger)                 none;

      in relation to Party B for the purpose of:-

      Section 5(a)(v) (Default under Specified Transaction),      none;

      Section 5(a)(vi) (Cross Default),                           none;

      Section 5(a)(vii) (Bankruptcy),                             none; and

      Section 5(b)(iv) (Credit Event Upon Merger)                 none;

(c)   "Specified Transaction" will have the meaning specified in Section 14.


                                       1
<PAGE>

(d)   The "Cross-Default" provisions of Section 5(a)(vi) (as amended in Part
      5(i))
             will apply to Party A and
             will apply to Party B.

      In connection therewith, "Specified Indebtedness" will not have the
      meaning specified in Section 14, and such definition shall be replaced by
      the following: "any obligation in respect of borrowed money (whether
      present or future, contingent or otherwise, as principal or surety or
      otherwise), except that such term shall not include obligations in respect
      of deposits received in the ordinary course of a party's banking
      business."

      "Threshold Amount" means with respect to Party A an amount equal to three
      percent (3%) of Party A's Shareholders' Equity and with respect to Party
      B, $10,000,000.

      With respect to Party B, any default (howsoever defined) under the Credit
      Agreement shall be an Event of Default under this Agreement.

      "Shareholders' Equity" means with respect to an entity, at any time, the
      sum (as shown in the most recent annual audited financial statements of
      such entity) of (i) its capital stock (including preferred stock)
      outstanding, taken at par value, (ii) its capital surplus and (iii) its
      retained earnings, minus (iv) treasury stock, each to be determined in
      accordance with generally accepted accounting principles.

(e)   The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
             will apply to Party A
             will apply to Party B.

(f)   The "Automatic Early Termination" provision of Section 6(a)
             will not apply to Party A
             will not apply to Party B.

(g)   Payments on Early Termination. For the purpose of Section 6(e):

      (i)    Market Quotation will apply.

      (ii)   the Second Method will apply.

(h)   Termination Currency" means United States Dollars.

(j)   "Additional Termination Event." Additional Termination Event will apply.
      the following event shall constitute an Additional Termination Event, with
      respect to which Party B shall be the Affected Party:-

             At any time after the date hereof, Party B's Credit Support
      Provider fails to maintain a minimum net worth of $100,000,000 as
      calculated in accordance with generally accepted accounting principles.


                                       2
<PAGE>

(a)   Payer Tax Representations. For the purpose of Section 3(e) of this
      Agreement, Party A and Party B will make the following representation:-

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority of any Relevant Jurisdiction
      to make any deduction or withholding for or on account of any Tax from
      any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of
      this Agreement) to be made by it to the other party under this Agreement.
      In making this representation, it may rely on (x) the accuracy of any
      representations made by the other party pursuant to Section 3(f) of this
      Agreement, (y) the satisfaction of the agreement contained in Section
      4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness
      of any document provided by the other party pursuant to Section 4(a)(i) or
      4(a)(iii) of this Agreement and (z) the satisfaction of the agreement of
      the other party contained in Section 4(d) of this Agreement, provided that
      it shall not be a breach of this representation where reliance is placed
      on clause (y) and the other party does not deliver a form or document
      under Section 4(a)(iii) by reason of material prejudice to its legal or
      communication position.

(b)   Payee Tax Representations. For the purpose of Section 3(f) of this
      Agreement, Party A and Party B will make the following representations
      specified below, if any:-

             (i)     The following representations will apply to Party A:

          Party A is a normal banking association created or organised under the
          laws of the United States of America and the federal taxpayer
          identification number is 94-1687665.

             (ii)    The following representations will apply to Party B:

          Party B is a Limited Partnership created or organised under the laws
          of the State of Illinois and the federal taxpayer identification
          number is ___________.


                    PART 3: Agreement to Deliver Documents


For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents:

(a)   Tax forms, documents or certificates to be delivered are:

      Party         Form/Document/Certificate     Date by which to be delivered
      required to
      deliver
      document
      -----------   -------------------------     -----------------------------

      Party A and   Any form, document or         Upon request
      Party B       certificate as may be
                    requested pursuant to
                    Section 4(a)(iii) of
                    this Agreement.

(b)   Other documents to be delivered are:-


                                       3
<PAGE>

Party            Form/Document/Certificate     Date by            Covered by
required to                                    which to be        Section 3(d)
deliver                                        delivered          Representation
document
------------  -------------------------------  -----------------  --------------

Party B       Annual Report of Party B and of  As soon as          Yes
              any Credit Support Provider      available and in
              thereof containing audited,      any event within
              consolidated financial           120 days after
              statements certified by          the end of each
              independent certified public     fiscal year of
              accountants and prepared in      Party B and of
              accordance with generally        the Credit
              accepted accounting principles   Support Provider
              in the country in which such
              party and such Credit Support
              Provider is organized

Party B       Quarterly Financial Statements   As soon as          Yes
              of Party B and any Credit        available and in
              Support Provider thereof         any event within
              containing unaudited,            60 days after
              consolidated financial           the end of each
              statements of such party's       fiscal quarter of
              fiscal quarter prepared in       Party B and of
              accordance with generally        the Credit
              accepted accounting principles   Support Provider
              in the country in which such
              party and such Credit Support
              Provider is organized

Party A and   Certified copies of all          Upon execution      Yes
Party B       corporate authorizations and     and delivery of
              any other documents with         this Agreement
              respect to the execution,
              delivery and performance of
              this Agreement and any Credit
              Support Document

Party A and   Certificate of authority and     Upon execution      Yes
Party B       specimen signatures of           and delivery of
              individuals executing this       this Agreement
              Agreement any Credit Support     and thereafter
              Document and Confirmations       upon request of
                                               the other party



                             PART 4: Miscellaneous


                                       4
<PAGE>

(a)   Address for Notices. For the purpose of Section 12(a) of this Agreement:-

      Address for notice or communications to Party A:

       Bank of America, N.A.
       Sears Tower
       233 South Wacker Drive, Suite 2800
       Chicago, IL 60606
       Attention: Swap Operations
       Telex No.: 49663210 Answerback: NATIONSBANK CHA
       Reuters Dealing Code: NBCH

      with a copy to:

       Bank of America, N.A.
       100 N. Tryon St., NC1-007-13-01
       Charlotte, North Carolina 28255
       Attention: Capital Markets Documentation
       (Telex No.: 96663210; Answerback: NATIONSBK CHA)
       Facsimile No.: 704-386-4113

      Address for financial statements to Party A:

       Bank of America, N.A.
       231 South La Salle Street
       Chicago, IL 60604
       Attention: Jeff Kovarik
       Telephone No.: 312-828-8870
       Facsimile No.: 312-828-3359

      Address for notice or communications to Party B:

       CERES Trading Limited Partnership
       141 West Jackson Boulevard
       Chicago, IL 60604
       Attention David Smid
       Telephone No.: (312) 435-7178
       Facsimile No.: (312) 341-7023

(b)   Process Agent. For the purpose of Section 13(c):

      Party A appoints as its Process Agent: Not applicable.

      Party B appoints as its Process Agent: Not applicable.

(c)   Offices. The provisions of Section 10(a) will apply to this Agreement.

(d)   Multibranch Party. For the purpose of Section 10 of this Agreement.


                                       5
<PAGE>

      Party A is a Multibranch Party and may act through its Charlotte, North
      Carolina, Chicago, Illinois, San Francisco, California, New York, New York
      or London, England Office, or such other Office as may be agreed to by the
      parties in connection with a Transaction.

      Party B is not a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent is Party A.

(f)   Credit Support Document. Details of any Credit Support Document:-

      Each of the following, as amended, supplemented, modified, renewed,
      replaced, consolidated, substituted or extended from time to time, is a
      "Credit Support Document";

      In relation to Party B, the Credit Support Annex dated as the date hereof
      between the parties hereto, and the Guaranty of the Board of Trade of the
      City of Chicago, Inc., in favor of Party A, in form and substance
      acceptable to Party A.

      Party B agrees that the security interests in collateral granted to Party
      A under the foregoing Credit Support Documents shall secure the
      obligations of Party B to Party A under this Agreement.

(g)   Credit Support Provider

      Credit Support Provider means in relation to Party A:  Not applicable.

      Credit Support Provider means in relation to Party B:  Board of Trade of
                                                             the City of
                                                             Chicago, Inc.

(h)   Governing Law. this Agreement will be governed by and construed in
      accordance with the laws of the State of New York (without reference to
      its conflict of laws doctrine).

(i)   Netting of Payments. All amounts payable on the same date, in the same
      currency and in respect of the same Transaction shall be netted in
      accordance with Section 2(c) of this Agreement. The election contained in
      the last paragraph of Section 2(c) of this Agreement shall not apply for
      the purposes of this Agreement.

(j)   "Affiliate" will have the meaning specified in Section 14 of this
      Agreement.


                           PART 5: OTHER PROVISIONS

(a)   Set-off. Any amount (the "Early Termination Amount") payable to one party
      (the Payee) by the other party (the Payer) under Section 6(e), in
      circumstances where there is a Defaulting Party or one Affected Party in
      the case where a Termination Event under Section 5(b)(iv) or (v) has
      occurred, will, at the option of the party ("X") other than the Defaulting
      Party or the Affected PArty (and without prior notice to the Defaulting
      Party or the Affected Party), be reduced by its set-off against any
      amount(s) (the "Other Agreement Amount") payable (whether at such time or
      in the future or upon the occurrence of a contingency) by the Payee to the
      Payer (irrespective of the currency, place of payment or booking office of
      the obligation) under any other agreement(s)


                                       6
<PAGE>

      between the Payee and the Payer or instrument(s) or undertaking(s) issued
      or executed by one party to, or in favor of, the other party (and the
      Other Agreement Amount will be discharged promptly and in all respects to
      the extent it is so set-off). X will give notice to the other party of any
      set-off effected under this Part 5(a).

      For this purpose, either the Early Termination Amount or the Other
      Agreement Amount (or the relevant portion of such amounts) may be
      converted by X into the currency in which the other is denominated at the
      rate of exchange at which such party would be able, acting in a reasonable
      manner and in good faith, to purchase the relevant amount of such
      currency.

      If an obligation is unascertained, X may in good faith estimate that
      obligation and set-off in respect of the estimate, subject to the relevant
      party accounting to the other when the obligation is ascertained.

      Nothing in this Part 5(a) shall be effective to create a charge or other
      security interest. This Part 5(a) shall be without prejudice and in
      addition to any right set-off, combination of accounts, lien or other
      right to which any party is at any time otherwise entitled (whether by
      operation of law, contract or otherwise).

(b)   Delivery of Confirmations. For each Transaction entered into hereunder,
      Party A shall promptly send to Party B a Confirmation via facsimile
      transmission. Party B agrees to respond to such Confirmation within two
      (2) Local Business Days, either confirming agreement thereto or requesting
      a correction of any error(s) contained therein. Failure by Party A to send
      a Confirmation or of Party B to respond within such period shall not
      affect the validity or enforceability of such Transaction. Absent manifest
      error, there shall be a presumption that the terms contained in such
      Confirmation are the terms of the Transaction.

(c)   Recording of Conversations. Each party to this Agreement acknowledges and
      agrees to the tape recording of conversations between trading and
      marketing personnel of the parties to this Agreement whether by one or
      other or both of the parties or their agents, and that any such tape
      recordings may be submitted in evidence in any Proceedings relating to the
      Agreement.

(d)   Furnishing Specified Information. Section 4(a)(iii) is hereby amended by
      inserting "promptly upon the earlier of (i)" in lieu of the word "upon" at
      the beginning thereof and inserting "or (ii) such party learning that the
      form or document is required" before the word "any" on the first line
      thereof.

(e)   Notice by Facsimile Transmission. Section 12(a) is hereby amended by
      inserting the words "2(b)" between the word "Section" and the number "5"
      and inserting the words "or 13(c)" between the number "6" and the word
      "may" in the second line thereof.

(f)   Section 3(a) if this Agreement is amended by (i) deleting the word "and"
      at the end of clause (iv); (ii) deleting the period at the end of clause
      (v) and inserting therein "; and " ; and (iii) by inserting the following
      additional representation:

      "(vi)   Eligible Swap Participant. It is an 'eligible swap participant' as
              defined under the regulations of the Commodity Futures Trading
              Commission, currently at 17 CFR Section 35.1(b)(2)."

(g)   Section 3 is revised so as to add the following Section (g) at the end
      thereof:


                                       7


<PAGE>

        "(g)    Relationship Between Parties. Each party represents to the other
                party and will be deemed to represent to the other party on the
                date on which it enters into a Transaction that (absent a
                written agreement between the parties that expressly imposes
                affirmative obligations to the contrary for that Transaction):-

                (i)    Non-Reliance. It is acting for its own account, and it
                       has made its own independent decisions to enter into that
                       Transaction and as to whether that Transaction is
                       appropriate or proper for it based upon its own judgment
                       and upon advice from such advisors as it has deemed
                       necessary. It is not relying on any communication
                       (written or oral) of the other party as investment advice
                       or as a recommendation to enter into that Transaction; it
                       being understood that information and explanations
                       related to the terms and conditions of a Transaction
                       shall not be considered investment advice or a
                       recommendation to enter into that Transaction. Further,
                       such party has not received from the other party any
                       assurance or guarantee as to the expected results of that
                       Transaction.

                (ii)   Evaluation and Understanding. It is capable of evaluating
                       and understanding (on its own behalf or through
                       independent professional advice), and understands and
                       accepts, the terms, conditions and risks of that
                       Transaction. It is also capable of assuming, and assumes,
                       the financial and other risks of that Transaction.

                (iii)  Status of Parties. The other party is not acting as an
                       agent, fiduciary or advisor for it in respect of that
                       Transaction."

(h)     Waiver of Right to Trial by Jury. EACH PARTY HEREBY IRREVOCABLY WAIVES
        ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
        ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION
        CONTEMPLATED HEREBY.

(i)     Cross Default. Section 5(a)(vi) of this Agreement is hereby amended
        adding the following after the semicolon at the end thereof:

                "provided, however, that notwithstanding the foregoing (but
                subject to any provision to the contrary contained in any such
                agreement or instrument), an Event of Default shall not occur
                under either (1) or (2) above if the default, event of default
                or other similar condition or event referred to in (1) or the
                failure to pay referred to in (2) is caused not (even in part)
                by the unavailability of funds but is caused solely due to a
                technical or administrative error which has been remedied within
                three Local Business Days after notice of such failure is given
                to the party."

                  PART 6: Foreign Exchange and Currency Option Transactions
                          -------------------------------------------------

(a)     Scope of Agreement. Unless otherwise agreed by the parties, each FX
        Transaction and Currency Option entered into between the parties (either
        prior to, on or after the date hereof) shall be FX Transactions or
        Currency Options hereunder and shall be part of, subject to and governed
        by the

                                       8
<PAGE>

     Agreement. Accordingly, the terms and conditions of each FX Transaction and
     Currency Option are hereby amended to incorporate (and to the extent that
     they are inconsistent herewith, are hereby superseded by) these terms. Each
     FX Transaction or Currency Option shall be a Transaction under the Master
     Agreement.

(b)  ISDA Definitions.

     (i)  The 1992 ISDA FX and Currency Option Definitions (the "Definitions")
          are incorporated by reference into the Master Agreement. Any terms
          used and not otherwise defined in the Master Agreement or any
          Confirmation which are contained in the Definitions shall have the
          meanings set forth in the Definitions. In the event of any conflict
          between the Definitions and the terms of the Confirmation for a
          particular FX Transaction or Currency Option, the Confirmation shall
          prevail, and in the event of any conflict between the Definitions and
          the terms of the Master Agreement, the Master Agreement shall prevail.

     (ii) Where an FX Transaction or Currency Option is confirmed by means of an
          electronic messaging system or such document or other confirming
          evidence exchanged between the parties confirming such transaction,
          (i) such confirmation will constitute a "Confirmation" as referred to
          in the Agreement even if there is no reference in such Confirmation to
          the Agreement, (ii) such confirmation will supplement, form a part of,
          and be subject to the Agreement, and (iii) all provisions in the
          Agreement will govern the Confirmation except as modified therein.

(c)  Premium Payments. Section 2 of the Definitions is hereby amended by the
     addition of the following as a new Section 2.5 of the Definitions:

     "Section 2.5 Terms Relating to Payment of Premium.

     (i)  Unless otherwise agreed in writing by the parties, the premium related
          to a Currency Option shall be paid on its Premium Payment Date.

     (ii) If any Premium is not received on the Premium Payment Date, the Seller
          shall give prompt written notice of such non-payment and, if such
          payment shall not be received within two (2) Local Business Days of
          such notice, Seller may (i) accept a late payment of such Premium,
          (ii) treat such Currency Option as void, or (iii) treat such non-
          payment as an Event of Default under Section 5(a)(i) of the Agreement.
          If the Seller elects to act under clause (i) or (ii) of the previous
          sentence, the Buyer shall pay all out-of-pocket costs and actual
          damages incurred in connection with such unpaid or late Premium or
          void Currency Option, including, without limitation, interest on such
          Premium in the same currency as such Premium at the then prevailing
          market rate and any other costs and expenses incurred by the Seller in
          covering its obligations (including, without limitation, hedges or
          costs of cover) with respect to such Currency Option."

(d)  Premium Netting. If, on any date, and unless otherwise mutually agreed by
     the parties, Premiums would otherwise be payable hereunder in the same
     Currency between the same respective offices of the parties, then, on such
     date, each party's obligation to make payment of such Premiums will be
     automatically satisfied and discharged and, if the aggregate Premiums that
     would otherwise have been payable by such office of one party exceeds the
     aggregate

                                       9
<PAGE>

         Premiums that would otherwise have been payable by such office of the
         other party, replaced by an obligation upon the party by whom the
         larger aggregate Premiums would have been payable to pay the other
         party the excess of the larger aggregate Premiums over the smaller
         aggregate Premiums, and if the aggregate Premiums are equal, no payment
         shall be made.

    (e)  Payments on Early Termination. Notwithstanding anything to the contrary
         in the Agreement, for purposes of Section 6(d) and 6(e) of the Master
         Agreement, Second Method and Loss shall apply to FX Transactions and
         Currency Options.

    (f)  Payment Netting of FX Transactions and Currency Options. The
         provisions of Section 2(c) of the Master Agreement shall not apply to
         FX Transactions or Currency Options. If on any date more than one
         delivery of a particular Currency is to be made between a pair of
         offices with respect to settlement of FX Transactions or Currency
         Options (but excluding payments with respect to option premiums and
         cash settled options), then each party shall aggregate the amounts of
         such Currency deliverable by it and only the difference between these
         aggregate amounts shall be delivered by the party owing the larger
         aggregate amount to the other party, and, if the aggregate amounts are
         equal, no delivery of the Currency shall be made.

    (g)  Authorization. The persons named below are authorized to enter into
         FX Transactions and Currency Options on behalf of Party B:


                Name                                     Title

         /s/ Dennis A. Dutterer                 Interim President & Ceo
         ------------------------               --------------------------

         /s/ Glen M. Johnson                    SVP / CFO
         ------------------------               --------------------------

         /s/ Jill A. Harley                     UP / Treasurer
         ------------------------               --------------------------

         In addition to being authorized to enter into FX Transactions and
         Currency Options, such persons are also authorized on behalf of Party B
         to amend, renew or extend FX Transactions and Currency Options, deposit
         margin and other collateral with Party A as security for Transactions
         (including without limitation FX Transactions and Currency Options),
         and enter into other agreements which relate to FX Transactions and
         Currency Options, including but not limited to security and margin
         agreements. Party B has authorized each of these persons to determine
         the character, amount, timing and purpose of FX Transactions and
         Currency Options. The persons named below are authorized to execute
         confirmations of FX Transactions and Currency Options on behalf of
         Party B:

<TABLE>
<CAPTION>
                 Name                                       Signature                                      Title
         <S>                                         <C>                                        <C>
         Dennis A. Dutterer                          /s/ Dennis A. Dutterer                     Interim President & Ceo
         ------------------------                    ------------------------                   ------------------------------


         Glen M. Johnson                             /s/ Glen M. Johnson                        SVP/ CFO of Gen'l Partner
         ------------------------                    ------------------------                   ------------------------------


         Jill A. Harley                              /s/ Jill A. Harley                         VP/ Treasurer of Gen'l Partner
         ------------------------                    ------------------------                   ------------------------------
</TABLE>

                                      10
<PAGE>

         Party B will notify Party A in writing of any changes to such lists of
         authorized persons; provided, however, that in the absence of written
         notice Party A may assume that persons whom Party A reasonably believes
         hold the titles shown in such lists or whom Party A reasonably believes
         replace or succeed to the positions held by persons named in such lists
         are authorized to act on behalf of Party B. Party B acknowledges that
         in entering into FX Transactions and Currency Options with Party A,
         Party A is not acting as a fiduciary. Party B represents and warrants
         to Party A as of the date hereof and as of the date of each FX
         Transaction and Currency Option that Party B is an "eligible swap
         participant" as such term is defined in 17 C.F.R. Part 35.

     Accepted and agreed:

     BANK OF AMERICA, N.A.                   CERES TRADING LIMITED PARTNERSHIP

     By: /s/ Roger H. Heintzelman           By: /s/ Glen M. Johnson
       ______________________________          -----------------------------
       Name:   Roger H. Heintzelman            Name:  Glen M. Johnson
       Title:  Vice President                  Title: SVP / CFO
                                                      Board of Trade of The
                                                      City of Chicago,
                                                      General Partner

                                      11
<PAGE>

(Unilateral Form)                 (ISDA Agreements Subject to New York Law Only)


                                    ISDA(R)

                International Swap Dealers Association, Inc.,

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the

                               MASTER AGREEMENT

                        dated as of September 27, 2000

                                    between

BANK OF AMERICA, N.A.                 and               CERES TRADING LIMITED
                                                        PARTNERSHIP
          ("Party A")                                             ("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:

Paragraph 1. Interpretation

(a)  Definitions and Inconsistency. Capitalized terms not otherwise defined
herein or elsewhere in this Agreement have the meanings specified pursuant to
Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs
of this Annex. In the event of any inconsistency between this Annex and the
other provisions of this Schedule, this Annex will prevail, and in the event of
any inconsistency between Paragraph 13 and the other provisions of this Annex,
Paragraph 13 will prevail.

(b)  Secured Party and Pledgor. All references in this Annex to the "Secured
Party" will be to either party when acting in that capacity and all
corresponding references to the "Pledgor" will be to the other party when acting
in that capacity; provided, however, that if Other Posted Support is held by a
party to this Annex, al1 references herein to that party as the Secured Party
with respect to that Other Posted Support will be to that party as the
beneficiary thereof and will not subject that support or that party as the
beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured
Party, as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party hereunder.
Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the
security interest and lien granted hereunder on that Posted Collateral will be
released immediately and, to the extent possible, without any further action by
either party.

             Copyright (C) 1994 by International Swaps and Derivatives
Association, Inc.

Paragraph 3. Credit Support Obligations


<PAGE>

(a)  Delivery Amount.  Subject to Paragraphs 4 and 5, upon a demand made by the
Secured Party on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount,
then the Pledgor will Transfer to the Secured Party Eligible Credit Support
having a Value as of the date of Transfer at least equal to the applicable
Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified
in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any
Valuation Date will equal the amount by which:

     (i)  the Credit Support Amount

     exceeds

     (ii) the Value as of that Valuation Date of all Posted Credit Support held
          by the Secured Party.

(b)  Return Amount.  Subject to Paragraphs 4 and 5, upon a demand made by the
Pledgor on or promptly following a Valuation Date, if the Return Amount for that
Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount,
then the Secured Party will Transfer to the Pledgor Posted Credit Support
specified by the Pledgor in that demand having a Value as of the date of
Transfer as close as practicable to the applicable Return Amount (rounded
pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the
"Return Amount" applicable to the Secured Party for any Valuation Date will
equal the amount by which:

     (i)  the Value as of that Valuation Date of all Posted Credit Support held
          by the Secured Party

     exceeds

     (ii) the Credit Support Amount.

"Credit Support Amount" means, unless otherwise specified in Paragraph 13, for
any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support
Amount will be deemed to be zero whenever the calculation of Credit Support
Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and
Substitutions

(a)  Conditions Precedent. Each Transfer obligation of the Pledgor under
Paragraphs 3(a) and 5 and of the Secured Party under Paragraphs 3(b), 4(d)(ii),
5 and 6(d) is subject to the conditions precedent that:

     (i)  no Event of Default, Potential Event of Default or Specified Condition
     has occurred and is continuing with respect to the other party, and

     (ii) no Early Termination Date for which any unsatisfied payment
     obligations exist has occurred or been designated as the result of an Event
     of Default or Specified Condition with respect to the other party.

(b)  Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant Transfer will
be made not later than the close of business on the next Local Business Day; if
a demand is made after the Notification Time, then the relevant Transfer will be
made not later than the close of business on the second Local Business Day
thereafter.

                                       2
<PAGE>

(c)  Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation
Time. The Valuation Agent will notify each party (or the other party, if the
Valuation Agent is a party) of its calculations not later than the Notification
Time on the Local Business Day following the applicable Valuation Date (or in
the case of Paragraph 6(d), following the date of calculation).

(d)  Substitutions.

     (i)  Unless otherwise specified in Paragraph 13, upon notice to the Secured
     Party specifying the items of Posted Credit Support to be exchanged, the
     Pledgor may, on any Local Business Day, Transfer to the Secured Party
     substitute Eligible Credit Support (the "Substitute Credit Support"); and

     (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the
     Pledgor the items of Posted Credit Support specified by the Pledgor in its
     notice not later than the Local Business Day following the date on which
     the Secured Party receives the Substitute Credit Support, unless otherwise
     specified in Paragraph 13 (the "Substitution Date"); provided that the
     Secured Party only will be obligated to Transfer Posted Credit Support with
     a Value as of the date of Transfer of that Posted Credit Support equal to
     the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation
of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of
Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party
will notify the Valuation Agent (if the Valuation Agent is not the Disputing
Party) and the other party (if the Valuation Agent is not that other party) not
later than the close of business on the Local Business Day following (X) the
date that the demand is made under Paragraph 3 in the case of (I) above or (Y)
the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a),
the appropriate party will Transfer the undisputed amount to the other party not
later than the close of business on the Local Business Day following (X) the
date that the demand is made under Paragraph 3 in the case of (I) above or (Y)
the date of Transfer in the case of (II) above, (3) the parties will consult
with each other in an attempt to resolve the dispute and (4) if they fail to
resolve the dispute by the Resolution Time, then:

     (i)  In the case of a dispute involving a Delivery Amount or Return Amount,
     unless otherwise specified in Paragraph 13, the Valuation Agent will
     recalculate the Exposure and the Value as of the Recalculation Date by:

          (A)  utilizing any calculations of Exposure for the Transactions (or
          Swap Transactions) that the parties have agreed are not in dispute;

          (B)  calculating the Exposure for the Transactions (or Swap
          Transactions) in dispute by seeking four actual quotations at mid-
          market from Reference Market-makers for purposes of calculating Market
          Quotation, and taking the arithmetic average of those obtained;
          provided that if four quotations are not available for a particular
          Transaction (or Swap Transaction), then fewer than four quotations may
          be used for that Transaction (or Swap Transaction); and if no
          quotations are available for a particular Transaction (or Swap
          Transaction), then the Valuation Agent's original calculations will be
          used for that Transaction (or Swap Transaction); and

          (C)  utilizing the procedures specified in Paragraph 13 for
          calculating the Value, if disputed, of Posted Credit Support.

                                       3
<PAGE>

     (ii)   In the case of a dispute involving the Value of any Transfer of
     Eligible Credit Support or Posted Credit Support, the Valuation Agent will
     recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) not
later than the Notification Time on the Local Business Day following the
Resolution Time. The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

Paragraph 6. Holding and Using Posted Collateral

(a)  Care of Posted Collateral.  Without limiting the Secured Party's rights
under Paragraph 6(c), the Secured Party will exercise reasonable care to assure
the safe custody of all Posted Collateral to the extent required by applicable
law, and in any event the Secured Party will be deemed to have exercised
reasonable care if it exercises at least the same degree of care as it would
exercise with respect to its own property. Except as specified in the preceding
sentence, the Secured Party will have no duty with respect to Posted Collateral,
including, without limitation, any duty to collect any Distributions, or enforce
or preserve any rights pertaining thereto.

(b)  Eligibility to Hold Posted Collateral; Custodians.

     (i)    General.  Subject to the satisfaction of any conditions specified in
     Paragraph 13 for holding Posted Collateral, the Secured Party will be
     entitled to hold Posted Collateral or to appoint an agent (a "Custodian")
     to hold Posted Collateral for the Secured Party. Upon notice by the Secured
     Party to the Pledgor of the appointment of a Custodian, the Pledgor's
     obligations to make any Transfer will be discharged by making the Transfer
     to that Custodian. The holding of Posted Collateral by a Custodian will be
     deemed to be the holding of that Posted Collateral by the Secured Party for
     which the Custodian is acting.

     (ii)   Failure to Satisfy Conditions. If the Secured Party or its Custodian
     fails to satisfy any conditions for holding Posted Collateral, then upon a
     demand made by the Pledgor, the Secured Party will, not later than five
     Local Business Days after the demand, Transfer or cause its Custodian to
     Transfer all Posted Collateral held by it to a Custodian that satisfies
     those conditions or to the Secured Party if it satisfies those conditions.

     (iii)  Liability. The Secured Party will be liable for the acts or
     omissions of its Custodian to the same extent that the Secured Party would
     be liable hereunder for its own acts or omissions.

(c)  Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs
3,4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or
an Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

     (i)    sell, pledge, rehypothecate, assign, invest, use, commingle or
     otherwise dispose of, or otherwise use in its business any Posted
     Collateral it holds, free from any claim or right of any nature whatsoever
     of the Pledgor, including any equity or right of redemption by the Pledgor;
     and

     (ii)   register any Posted Collateral in the name of the Secured Party, its
     Custodian or a nominee for either.

                                       4
<PAGE>

 For purposes of the obligation to Transfer Eligible Credit Support or Posted
 Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies
 authorized under this Agreement, the Secured Party will be deemed to continue
 to hold all Posted Collateral and to receive Distributions made thereon,
 regardless of whether the Secured Party has exercised any rights with respect
 to any Posted Collateral pursuant to (i) or (ii) above.

 (d)     Distributions and Interest Amount.

         (i)   Distributions. Subject to Paragraph 4(a), if the Secured Party
         receives or is deemed to receive Distributions on a Local Business Day,
         it will Transfer to the Pledgor not later than the following Local
         Business Day any Distributions it receives or is deemed to receive to
         the extent that a Delivery Amount would not be created or increased by
         that Transfer, as calculated by the Valuation Agent (and the date of
         calculation will be deemed to be a Valuation Date for this purpose).

         (ii)  Interest Amount. Unless otherwise specified in Paragraph 13 and
         subject to Paragraph 4(a), in lieu of any interest, dividends or other
         amounts paid or deemed to have been paid with respect to Posted
         Collateral in the form of Cash (all of which may be retained by the
         Secured Party), the Secured Party will Transfer to the Pledgor at the
         times specified in Paragraph 13 the Interest Amount to the extent that
         a Delivery Amount would not be created or increased by that Transfer,
         as calculated by the Valuation Agent (and the date of calculation will
         be deemed to be a Valuation Date for this purpose). The Interest Amount
         or portion thereof not Transferred pursuant to this Paragraph will
         constitute Posted Collateral in the form of Cash and will be subject to
         the security interest granted under Paragraph 2.

 Paragraph 7. Events of Default

 For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default
 will exist with respect to a party if;

         (i)   that party fails (or fails to cause its Custodian) to make, when
         due, any Transfer of Eligible Collateral, Posted Collateral or the
         Interest Amount, as applicable, required to be made by it and that
         failure continues for two Local Business Days after notice of that
         failure is given to that party;

         (ii)  that party fails to comply with any restriction or prohibition
         specified in this Annex with respect to any of the rights specified in
         Paragraph 6(c) and that failure continues for five Local Business Days
         after notice of that failure is given to that party; or

         (iii) that party fails to comply with or perform any agreement or
         obligation other than those specified in Paragraphs 7(i) and 7(ii) and
         that failure continues for 30 days after notice of that failure is
         given to that party.

 Paragraph 8. Certain Rights and Remedies

 (a)     Secured Party's Rights and Remedies. If at any time (1) an Event of
 Default or Specified Condition with respect to the Pledgor has occurred and is
 continuing or (2) an Early Termination Date has occurred or been designated as
 the result of an Event of Default or Specified Condition with respect to the
 Pledgor, then, unless the Pledgor has paid in full all of its Obligations that
 are then due, the Secured Party may exercise one or more of the following
 rights and remedies:

                                       5
<PAGE>

         (i)   all rights and remedies available to a secured party under
         applicable law with respect to Posted Collateral held by the Secured
         Party;

         (ii)  any other rights and remedies available to the Secured Party
         under the terms of Other Posted Support, if any;

         (iii) the right to Set-off any amounts payable by the Pledgor with
         respect to any Obligations against any Posted Collateral or the Cash
         equivalent of any Posted Collateral held by the Secured Party (or any
         obligation of the Secured Party to Transfer that Posted Collateral);
         and

         (iv)  the right to liquidate any Posted Collateral held by the Secured
         Party through one or more public or private sales or other dispositions
         with such notice, if any, as may be required by applicable law, free
         from any claim or right of any nature whatsoever of the Pledgor,
         including any equity or right of redemption by the Pledgor (with the
         Secured Party having the right to purchase any or all of the Posted
         Collateral to be sold) and to apply the proceeds (or the Cash
         equivalent thereof) from the liquidation of the Posted Collateral to
         any amounts payable by the Pledgor with respect to any Obligations in
         that order as the Secured Party may elect.

 Each party acknowledges and agrees that Posted Collateral in the form of
 securities may decline speedily in value and is of a type customarily sold on a
 recognized market, and, accordingly, the Pledgor is not entitled to prior
 notice of any sale of that Posted Collateral by the Secured Party, except any
 notice that is required by law and cannot be waived.

 (b)     Pledgor's Rights and Remedies. If at any time an Early Termination Date
 has occurred or been designated as the result of an Event of Default or
 Specified Condition with respect to the Secured Party, then (except in the case
 of an Early Termination Date relating to less than all Transactions (or Swap
 Transactions) where the Secured Party has paid in full all of its obligations
 that are then due under Section 6(e) of this Agreement):

         (i)   the Pledgor may exercise all rights and remedies available to a
         pledgor under applicable law with respect to Posted Collateral held by
         the Secured Party;

         (ii)  the Pledgor may exercise any other rights and remedies available
         to the Pledgor under the terms of Other Posted Support, if any;

         (iii) the Secured Party will be obligated immediately to Transfer all
         Posted Collateral and the Interest Amount to the Pledgor; and

         (iv)  to the extent that Posted Collateral or the Interest Amount is
         not so Transferred pursuant to (iii) above, the Pledgor may:

               (A)  Set-off any amounts payable by the Pledgor with respect to
                    any Obligations against any Posted Collateral or the Cash
                    equivalent of any Posted Collateral held by the Secured
                    Party (or any obligation of the Secured Party to Transfer
                    that Posted Collateral); and

               (B)  to the extent that the Pledgor does not Set-off under
                    (iv)(A) above, withhold payment of any remaining amounts
                    payable by the Pledgor with respect to any Obligations, up
                    to the Value of any remaining Posted Collateral held by the
                    Secured Party, until that Posted Collateral is Transferred
                    to the Pledgor.

                                       6
<PAGE>

(c)  Deficiencies and Excess Proceeds. The Secured Party will Transfer to the
Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-
off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full
of all amounts payable by the Pledgor with respect to any Obligations; the
Pledgor in all events will remain liable for any amounts remaining unpaid after
any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)  Final Returns. When no amounts are or thereafter may become payable by the
Pledgor with respect to any Obligations (except for any potential liability
under Section 2(d) of this Agreement), the Secured Party will Transfer to the
Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed
to be repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

     (i)    it has the power to grant a security interest in and lien on any
     Eligible Collateral it Transfers as the Pledgor and has taken all necessary
     actions to authorize the granting of that security interest and lien;

     (ii)   it is the sole owner of or otherwise has the right to Transfer all
     Eligible Collateral Transferred to the Secured Party hereunder, free and
     clear of any security interest, lien, encumbrance or other restrictions
     other than the security interest and lien granted under Paragraph 2;

     (iii)  upon the Transfer of any Eligible Collateral to the Secured Party
     under the terms of this Annex, the Secured Party will have a valid and
     perfected first priority security interest therein (assuming that any
     central clearing corporation or any third-party financial intermediary or
     other entity not within the control of the Pledgor involved in the Transfer
     of that Eligible Collateral gives the notices and takes the action required
     of it under relevant law for perfection of that interest); and

     (iv)   the performance by it of its obligations under this Annex will not
     result in the creation of any security interest, lien or other encumbrance
     on any Posted Collateral other than the security interest and lien granted
     under Paragraph 2.

Paragraph 10. Expenses

(a)  General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each
party will pay its own costs and expenses in connection with performing its
obligations under this Annex and neither party will be liable for any costs and
expenses incurred by the other party in connection herewith.

(b)  Posted Credit Support. The Pledgor will promptly pay when due all taxes,
assessments or charges of any nature that are imposed with respect to Posted
Credit Support held by the Secured Party upon becoming aware of the same,
regardless of whether any portion of that Posted Credit Support is subsequently
disposed of under Paragraph 6(c), except for those taxes, assessments and
charges that result from the exercise of the Secured Party's rights under
Paragraph 6(c).

(c)  Liquidation/Application of Posted Credit Support. All reasonable costs
and expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

                                       7
<PAGE>

Paragraph 11. Miscellaneous

(a)  Default Interest. A Secured Party that fails to make, when due, any
Transfer of Posted Collateral or the Interest Amount will be obligated to pay
the Pledgor (to the extent permitted under applicable law) an amount equal to
interest at the Default Rate multiplied by the Value of the items of property
that were required to be Transferred, from (and including) the date that Posted
Collateral or Interest Amount was required to be Transferred to (but excluding)
the date of Transfer of that Posted Collateral or Interest Amount. This interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed.

(b)  Further Assurances. Promptly following a demand made by a party, the other
party will execute, deliver, file and record any financing statement, specific
assignment or other document and take any other action that may be necessary or
desirable and reasonably requested by that party to create, preserve, perfect or
validate any security interest or lien granted under Paragraph 2, to enable that
party to exercise or enforce its rights under this Annex with respect to Posted
Credit Support or an Interest Amount or to effect or document a release of a
security interest on Posted Collateral or an Interest Amount.

(c)  Further Protection. The Pledgor promptly will give notice to the Secured
Party of, and defend against, any suit, action, proceeding or lien that involves
Posted Credit Support Transferred by the Pledgor or that could adversely affect
the security interest and lien granted by it under Paragraph 2, unless that
suit, action, proceeding or lien results from the exercise of the Secured
Party's rights under Paragraph 6(c).

(d)  Good Faith and Commercially Reasonable Manner. Performance of all
obligations under this Annex including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(e)  Demands and Notices. All demands and notices made by a party under this
Annex will be made as specified in the Notices Section of this Agreement, except
as otherwise provided in Paragraph 13.

(f)  Specifications of Certain Matters. Anything referred to in this Annex as
being specified in Paragraph 13 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 12. Definitions

As used in this Annex:-

"Cash" means the lawful currency of the United States of America.

"Credit Support Amount" has the meaning specified in Paragraph 3.

"Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13.

"Delivery Amount" has the meaning specified in Paragraph 3(a).

"Disputing Party" has the meaning specified in Paragraph 5.

"Distributions" means with respect to Posted Collateral other than Cash, all
principal, interest and other payments and distributions of cash or other
property with respect thereto, regardless of whether the Secured Party has
disposed of that Posted Collateral under Paragraph 6(c). Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with

                                       8
<PAGE>

respect to any Posted Collateral in the form of Cash, any distributions on
that collateral, unless otherwise specified herein.

"Eligible Collateral" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.
"E1igible Credit Support" means Eligible Collateral and Other Eligible Support.

"Exposure" means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

"Independent Amount" means, with respect to a party, the amount specified as
 such for that party in Paragraph 13; if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum
 of the amounts of interest calculated for each day in that Interest Period on
 the principal amount of Posted Collateral in the form of Cash held by the
 Secured Party on that day, determined by the Secured Party for each such day as
 follows:

          (x)     the amount of that Cash on that day; multiplied by

          (y)     the Interest Rate in effect for that day; divided by

          (z)     360.

"Interest Period" means the period from (and including) the last Local Business
Day on which an Interest Amount was Transferred (or, if no Interest Amount has
yet been Transferred, the Local Business Day on which Posted Collateral in the
form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

"Interest Rate" means the rate specified in Paragraph 13.

"Local Business Day", unless otherwise specified in Paragraph 13, has the
meaning specified in the Definitions Section of this Agreement, except that
references to a payment in clause (b) thereof will be deemed to include a
Transfer under this Annex.

"Minimum Transfer Amount" means, with respect to a party, the amount specified
as such for that party in Paragraph 13; if no amount is specified, zero.

"Notification Time" has the meaning specified in Paragraph 13.

"Obligations " means, with respect to a party, all present and future
obligations of that party under this Agreement and any additional obligations
specified for that party in Paragraph 13.

"Other Eligible Support" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 13.

                                       9
<PAGE>

"Other Posted Support" means all Other Eligible Support Transferred to the
Secured Party that remains in effect for the benefit of that Secured Party.

"Pledgor" means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

"Posted Collateral" means all Eligible Collateral, other property,
Distributions, and all proceeds thereof that have been Transferred to or
received by the Secured Party under this Annex and not Transferred to the
Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the
Secured Party under Paragraph 8. Any Interest Amount or portion thereof not
Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in
the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation Date" means the Valuation Date that gives rise to the dispute
under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs
under Paragraph 3 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.

"Return Amount" has the meaning specified in Paragraph 3(b).

"Secured Party" means either party, when that party (i) makes a demand for or
is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii)
holds or is deemed to hold Posted Credit Support.

"Specified Condition" means, with respect to a party, any event specified as
such for that party in Paragraph 13.

"Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).

"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

"Threshold" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

"Transfer" means, with respect to any Eligible Credit Support, Posted Credit
Support or Interest Amount, and in accordance with the instructions of the
Secured Party, Pledgor or Custodian, as applicable:

          (i) in the case of Cash, payment or delivery by wire transfer into one
          or more bank accounts specified by the recipient;

          (ii) in the case of certificated securities that cannot be paid or
          delivered by book-entry, payment or delivery in appropriate physical
          form to the recipient or its account accompanied by any duly executed
          instruments of transfer, assignments in blank, transfer tax stamps and
          any other documents necessary to constitute a legally valid transfer
          to the recipient;

          (iii) in the case of securities that can be paid or delivered by
          book-entry, the giving of written instructions to the relevant
          depository institution or other entity specified by the recipient,

                                      10
<PAGE>

          together with a written copy thereof to the recipient, sufficient if
          complied with to result in a legally effective transfer of the
          relevant interest to the recipient; and

          (iv)   in the case of Other Eligible Support or Other Posted Support,
          as specified in Paragraph 13.

     "Valuation Agent" has the meaning specified in Paragraph 13.

     "Valuation Date" means each date specified in or otherwise determined
     pursuant to Paragraph 13.

     "Valuation Percentage" means, for any item of Eligible Collateral, the
     percentage specified in Paragraph 13.

     "Valuation Time" has the meaning specified in Paragraph 13.

     "Value" means for any Valuation Date or other date for which Value is
     calculated and subject to Paragraph 5 in the case of a dispute, with
     respect to:

          (i)    Eligible Collateral or Posted Collateral that is:

                    (A) Cash, the amount thereof; and

                    (B) a security, the bid price obtained by the Valuation
                    Agent multiplied by the applicable Valuation Percentage, if
                    any;

          (ii)   Posted Collateral that consists of items that are not specified
          as Eligible Collateral, zero; and

          (iii)  Other Eligible Support and Other Posted Support, as specified
          in Paragraph 13.

     Paragraph 13. Elections and Variables

     (a)  Security Interest for "Obligations". The term "Obligations" as used in
     this Annex includes no additional obligations with respect to Party B.

     (b)  Credit Support Obligations.

          (i)  "Delivery Amount", "Return Amount" and "Credit Support Amount"
          will have the meanings specified in Paragraphs 3(a), 3(b) and 3,
          respectively.

                                      11
<PAGE>

          (ii) The following items will qualify as "Eligible Collateral" for
          Party B:

                                                                    Valuation
                                                                   Percentage


               (A)  Cash (U.S. Dollars)                               100%

               (B)  U.S. Treasury Obligations and U.S.               99.5%
                    Government Agency Fixed Rate Fixed
                    Maturity Securities, and U.S. Government
                    Agency Single Class Mortgage-Backed
                    Securities, having, in each case, remaining
                    stated maturity as of the relevant Valuation
                    Date of not more than one year

               (C)  U.S. Treasury Obligations and U.S. Government      98%
                    Agency Fixed Rate Fixed Maturity Securities,
                    and U.S. Government Agency Single Class
                    Mortgage-Backed Securities, having, in
                    each case, remaining stated maturity as of
                    the relevant Valuation Date of more than one
                    year but not more than 5 years

               (D)  U.S. Treasury Obligations and U.S. Government      95%
                    Agency Fixed Rate Fixed Maturity Securities,
                    and U.S. Government Agency Single Class
                    Mortgage-Backed Securities, having, in each case,
                    remaining stated maturity as of the relevant
                    Valuation Date of more than 5 years

          For purposes of this Paragraph 13(b)(ii):


          (I)  A "U.S. Treasury Obligation" means a negotiable obligation issued
          by the United States Treasury Department which meets all of the
          requirements numbered (1) through (4) of the definition of "U.S.
          Government Agency Fixed Rate Fixed Maturity Security". (However, for
          purposes of this Paragraph 13(b)(ii), a "U.S. Treasury Obligation"
          does not include "U.S. Treasury STRIPS", as defined hereinbelow.)

          (II) A "U.S. Government Agency Fixed Rate Fixed Maturity Security"
          means a negotiable obligation which (x) is issued by the Federal
          National Mortgage Association or the Federal Home Loan Mortgage
          Corporation or is issued on behalf of all of the Federal Home Loan
          Banks in the Federal Home Loan Bank System and constitutes the joint
          and several obligation of all of the Federal Home Loan Banks and (y)
          meets all of the following requirements:

               (1)  it is a debt obligation in a stated fixed U.S. dollar
               principal amount and its stated fixed U.S. dollar principal
               amount has a non-variable fixed maturity and cannot be called for
               redemption by its issuer before its maturity and cannot be put to
               its issuer for redemption before its maturity;

                                      12
<PAGE>

           (2) it bears interest on its stated fixed U.S. dollar principal
           amount at a non-variable fixed rate throughout its life until its
           maturity (or, in the case of an obligation with an original maturity
           at issuance of one year or less, bears no interest at all);

           (3) it is the unconditional direct obligation of its issuer or is the
           unconditional direct joint and several obligation of all of the
           Federal Home Loan Banks; and

           (4) it is issued in uncertificated form and is transferable only on
           the securities transfer system of the Federal Reserve System.

   (III) "U.S. Treasury STRIPS" means securities which are interest components
   or principal components stripped from U.S. Treasury Obligations (as defined
   hereinabove) under the program of the United States Department of Treasury
   called "Separate Trading of Registered Interest and Principal Securities".

   (IV)  A "U.S. Government Agency Single Class Mortgage-Backed Security" means
   a negotiable obligation which is issued or guaranteed by the Government
   National Mortgage Association, the Federal National Mortgage Association or
   the Federal Home Loan Mortgage Corporation (each, an "Agency") and which
   meets all of the following requirements:

           (1) it represents the right to receive payment of principal and
           interest payable under first lien single family residential mortgage
           loans (the "Loans") in one or more pools and it either is an
           undivided interest in the Loans or is directly or indirectly secured
           by the Loans;

           (2) all such obligations issued with respect to any such pools of
           Loans constitute a single class of such obligations and each such
           obligation represents the right to receive a prorata share of all
           principal and interest payable under all Loans in such pools;

           (3) full payment of principal and interest payable under the
           obligation is either the unconditional direct obligation of one of
           the Agencies or is unconditionally and fully guaranteed by one of the
           Agencies; and

           (4) either (x) it is issued in uncertificated form and is
           transferable only on the securities transfer system of the Federal
           Reserve System or (y) it is issued in the form of a certificate which
           is held by the Participants Trust Corporation ("PTC") or PTC's
           nominee and interests therein are transferable only by entry on the
           books of PTC or PTC's nominee (or the custodian or transfer agent for
           PTC or PTC's nominee), or (z) it is issued in the form of a
           certificate which is held by the Depository Trust Company ("DTC") or
           DTC's nominee and interests therein are transferable only by entry on
           the books of DTC or DTC's nominee (or the custodian or transfer agent
           for DTC or DTC's nominee).

(iii)  Thresholds.
       (A) "Independent Amount" means with respect to Party A: Not Applicable

           "Independent Amount" means, with respect to Party B, as of any
           Valuation Date, an amount equal to two percent (2 %) of the Notional
           Amount of all Transactions.

       (B) "Threshold" means with respect to Party A: Not Applicable
           "Threshold" means with respect to Party B: $0

                                      13
<PAGE>

               Provided, that the Threshold with respect to Party B shall be
               zero ($0), so long as an Event of Default is continuing with
               respect to such party.

           (C) "Minimum Transfer Amount" means with respect to Party A: $100,000
               "Minimum Transfer Amount" means with respect to Party B: $100,000

           (D) Rounding. The Delivery Amount will be rounded up and the Return
               Amount will be rounded down to the nearest integral multiple of
               $1,000.00, respectively.

(c)  Valuation and Timing.

     (i)   "Valuation Agent" means, for the purposes of Paragraphs 3 and 5, the
     party making the demand under Paragraph 3, and, for the purposes of
     Paragraph 6(d), the Secured Party receiving or deemed to receive the
     Distributions or the Interest Amount, as applicable, unless otherwise
     specified here: Valuation Agent shall be Party A.

     (ii)  (ii) "Valuation Date" means: Each and every Local Business Day
     commencing on the first such date following the date hereof.

     (iii) "Valuation Time" means:

                 [_] the close of business in the city of the Valuation Agent on
                     the Valuation Date or date of calculation, as applicable;

                 [X] the close of business on the Local Business Day before the
                     Valuation Date or date of calculation, as applicable;

     provided that the calculations of Value and Exposure will be made as of
     approximately the same time on the same date.

     (iv) "Notification Time" means 1:00 p.m., New York time, on a Local
     Business Day.

                                      14
<PAGE>

(d)  Conditions Precedent and Secured Party's Rights and Remedies. The following
     Termination Event(s) will be a "Specified Condition" for each party (that
     party being the Affected Party if the Termination Event occurs with respect
     to that party) for the purposes of the Paragraphs specified below:


                                    Paragraph 4(a)   Paragraph 6(c),8(a) and (b)
                                    --------------   ---------------------------
     Illegality                           [X]                     [_]
     Tax Event                            [X]                     [_]
     Tax Event Upon Merger                [X]                     [_]
     Credit Event Upon Merger             [X]                     [X]
     Additional Termination Event         [X]                     [X]


(e)  Substitution.

        (i)   "Substitution Date" means the Local Business Day in New York on
        which the Secured Party is able to confirm irrevocable receipt of the
        Substitute Credit Support, provided that (x) such receipt is confirmed
        before 3:00 p.m. (New York time) on such Local Business Day in New York
        and (y) the Secured Party has received, before 1:00 p.m. (New York
        time) on the immediately preceding Local Business Day in New York, the
        notice of substitution described in Paragraph 4(d)(i).

        (ii)  Consent. The Pledgor is not required to obtain the Secured
        Party's consent for any substitution pursuant to Paragraph 4(d).

(f)  Dispute Resolution.

        (i)   "Resolution Time" means 1:00 pm., New York time, on the Local
        Business Day following the date on which a notice is given that gives
        rise to a dispute under Paragraph 5.

        (ii)  Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value
        of Posted Credit Support will be calculated as follows: for Cash, the
        U.S. dollar value thereof, and for each item of Eligible Collateral
        (except for Cash), an amount in U.S. dollars equal to the product of(i)
        either (A) the bid price for such security quoted on such day by a
        principal market-maker for such security selected in good faith by the
        Secured Party or (B) the most recent publicly available bid price for
        such security as reported by a quotation service or in a medium selected
        in good faith and in a commercially reasonable manner by Secured Party,
        multiplied by (ii) the percentage figure listed in Paragraph 13(b)(ii)
        hereof with respect to such security.

        (iii) Alternative. The provisions of Paragraph 5 will apply.

(g)  Holding and Using Posted Collateral.

     (i)      Eligibility to Hold Posted Collateral; Custodians. Party A and its
     Custodian, will be entitled to hold Posted Collateral, as applicable,
     pursuant to Paragraph 6(b); provided that the following conditions
     applicable to each party are satisfied;

              (A) Party A, as the Secured Party, is not a Defaulting Party.

              (B) Party A hereby covenants and agrees that it will cause all
              Posted Collateral received from the other party to be entered in
              one or more accounts (each, a "Collateral Account")


                                      15
<PAGE>

                with a domestic office of a commercial bank, trust company or
                financial institution organized under the laws of the United
                States (or any state or a political subdivision thereof) having
                assets of at least $10 Billion and a long term debt or deposit
                rating of at least (i) A3 from Moody's Investors Services,
                Inc. and (ii) A- from Standard and Poor's (a "Qualified
                Institution"), each of which accounts may include property of
                other parties but will bear a title indicating the Secured
                Party's interest in said account and the Posted Collateral in
                such account. In addition the Secured Party may direct the
                Pledgor to transfer or deliver Eligible Collateral directly into
                the Secured Party's Collateral Account(s). If otherwise
                qualified, the Secured Party may act as such Qualified
                Institution and the Secured Party may move the Collateral
                Accounts from one Qualified Institution to another upon
                reasonable notice to the Pledgor. The Secured Party shall cause
                statements concerning the Posted Collateral transferred or
                delivered by the Pledgor to be sent to the Pledgor on request,
                which may not be made more frequently than once in each calendar
                month.

          Initially the Custodian, for Party A is: Not applicable.

          (ii)  Use of Posted Collateral. The provisions of Paragraph 6(c) will
          apply to Party A.

     (h)  Distributions and Interest Amount.

          (i)   The "Interest Rate", with respect to cash Collateral, will be
          the Federal Funds Rate which means, for any day, the simple interest
          rate per annum (rounded upward, if necessary, to the nearest l/l00th
          of 1%) equal to the weighted average of the rates on overnight Federal
          funds transactions with members of the Federal Reserve System arranged
          by Federal funds brokers on such day, as published by the Federal
          Reserve Bank of New York on the Local Business Day next succeeding
          such day, provided that (a) if such day is not a Local Business Day,
          the Federal Funds Rate for such day shall be such rate on such
          transactions on the next preceding Local Business Day, and (b) if no
          such rate is so published on such next succeeding Local Business Day,
          the Federal Funds Rate for such day shall be the arithmetic mean of
          the rates for the last transaction in overnight Federal funds arranged
          by three leading brokers of Federal funds transactions in New York
          City selected by Bank of America in good faith on such day.

          (ii)  The "Transfer of Interest Amount" will be made within 3 Local
          Business Days after the last Local Business Day of each calendar
          month.

          (iii) Alternative Interest Amount. The provisions of Paragraph
          6(d)(ii) will apply.

     (i)  Additional Representations. None.

     (j)  Other Eligible Support and Other Posted Support. Not Applicable








     (k)  Demands and Notices. All demands, specifications and notices made by a
     party to this Annex will be made pursuant to the Notices Section of this
     Agreement.


          Party A: Bank of America, N.A.


                                      16
<PAGE>

                      Sears Tower
                      233 South Wacker Drive, Suite 2800
                      Chicago, Illinois 60606-6306
                      Telephone No.:  (312) 234-3030
                      Facsimile:      (312) 234-2731

         Party B:     CERES Trading Limited Partnership
                      141 West Jackson Boulevard
                      Chicago, IL, 60604
                      Attention David Smid
                      Telephone No.:  (312) 435-7178
                      Facsimile:      (312) 341-7023

     (l) Addresses for Transfers.

         Party A:     Cash/Interest Payments: USD Only)
                      Bank of America--Chicago, IL
                      ABA# 071 000 039
                      FOR: Bank of America, N.A. ARB Account
                      Account# 8188311449

                      Eligible Collateral (other than cash):
                      BK AMERICA NC/DEALER
                      ABA # 053 000 196

         Party B:     Cash:



                      Eligible Collateral (other than cash):

     (m) Other Provisions.

         (i)    This Credit Support Annex is a Security Agreement under the New
                  York UCC.

         (ii)   Paragraph 1(b) of this Annex is amended by deleting it and
                  restating it in full as follows:
                  (b) Secured Party and Pledgor. All references in this Annex to
                  the "Secured Party" mean Party A, and all references in this
                  Annex to the "Pledgor" mean Party B; provided, however, that
                  if Other Posted Support is held by Party A, all references
                  herein to the Secured Party with respect to that Other Posted
                  Support will be to Party A as the beneficiary thereof and will
                  not subject that support or Party A as the beneficiary thereof
                  to provisions of law generally relating to security interests
                  and secured parties."

         (iii)  Paragraph 2 of this Annex is amended by deleting the first
                sentence thereof and restating that sentence in full as follows:

                                      17
<PAGE>

                       "Party B, as the Pledgor, hereby pledges to Party A, as
                       the Secured Party, as security for the Pledgor's
                       Obligations, and grants to the Secured Party a first
                       priority continuing security interest in, lien on and
                       right of Set-off against al1 Posted Collateral
                       Transferred to or received by the Secured Party
                       hereunder."

          (iv)  Paragraph 8(d) is hereby amended by striking the words "or
                thereafter may become" in line 1 thereof.

          (v)   Only Party B makes the representations contained in Paragraph 9
                of this Annex.

          (vi)  Paragraph 12 of this Annex is amended by deleting the
                definitions of "Pledgor" and "Secured Party" and replacing them
                with the following:"
                       "'Secured Party' means Party A.
                       'Pledgor' means Party B."


Accepted and agreed:

BANK OF AMERICA, N.A.                        CERES TRADING LIMITED PARTNERSHIP

/s/ Roger H. Heintzelman                     Glen M. Johnson
____________________________________         -----------------------------
Name:  Roger H. Heintzelman                  Name:  Glen M. Johnson
Title: Vice President                        Title: SVP/CFO Board of Trade of
                                                    the City of Chicago
                                                    General Partner
Date:                                        Date:  9/27/06

                                      18
<PAGE>

          GUARANTY OF THE BOARD OF TRADE OF THE CITY OF CHICAGO. INC.
          -----------------------------------------------------------


 THIS GUARANTY, dated September 27, 2000, is given by Board of Trade of the City
 of Chicago, Inc., a Delaware Corporation (the "Guarantor") in favor of Bank of
 America, N.A., a national banking association organized under the laws of the
 United States of America (the "Bank").

 1. Unconditional Guaranty. In consideration of and to induce the Bank to enter
 into any rate swap transaction, basis swap, forward rate transaction, commodity
 swap, commodity option, equity or equity index swap or option, bond option,
 interest rate option, spot or forward foreign exchange transaction, cap
 transaction, floor transaction, collar transaction, currency swap transaction,
 cross-currency rate swap transaction, currency option, credit swap or default
 transaction, or any other similar transaction (including an option to enter
 into any of the foregoing) (each, a "Transaction" and collectively, the
 "Transactions") with our subsidiary CERES Trading Limited Partnership (the
 "Counterparty"), the Guarantor unconditionally guarantees to the Bank and its
 successors and assigns, the prompt payment when due of all present and future
 obligations and liabilities of all kinds (including any renewals, extensions or
 modifications thereof) arising out of or relating to (a) any and all
 Transactions, including, without limitation, under any master agreement
 relating thereto or governing any such Transaction, entered into between the
 Bank and the Counterparty, or (b) the ISDA Master Agreement between the
 Counterparty and the Bank, dated September 27, 2000, together with any related
 Schedule thereto (as amended, supplemented, superseded or replaced from time to
 time), and any and all transactions and the related confirmations subject
 thereto or governed thereby (any and all obligations and liabilities described
 in clauses (a) and (b) above, collectively, the "Obligations").

 The word "Obligations" is used herein in its most comprehensive sense and
 includes any and all obligations and liabilities of the Counterparty
 heretofore, now, or hereafter made, incurred or created, whether voluntary or
 involuntary and however arising, whether direct or acquired by the Bank by
 assignment or succession, whether originally incurred by or assumed by the
 Counterparty, absolute or contingent, liquidated or unliquidated, determined or
 undetermined, and whether the Counterparty may be liable individually or
 jointly with others, or whether such Obligations may be or hereafter become
 otherwise unenforceable.

 This Guaranty is unconditional and shall not be affected by the genuineness,
 validity, regularity or enforceability of the Obligations or any instrument
 evidencing any Obligations, or by the existence, validity, enforceability,
 perfection, or extent of any collateral therefor, or by any circumstance
 relating to the Obligations which might otherwise constitute a defense to this
 Guaranty. This Guaranty is absolute and unconditional and shall remain in full
 force and effect and be binding upon the Guarantor and its successors and
 assigns. If at any time any payment by the Counterparty in respect of any
 Obligations is rescinded or must otherwise be returned for any reason
 whatsoever, in whole or in part, the Guarantor shall remain liable hereunder in
 respect of such Obligations as if such payment had not been made, and this
 Guaranty shall remain in full force and effect or shall be reinstated (as the
 case may be) with respect to such Obligations.

 This is a guaranty of payment and not a guaranty of collection, and the
 Guarantor agrees that the Bank may resort to the Guarantor for payment of any
 of the Obligations whether or not the Bank has proceeded against any other
 obligor principally or secondarily liable for any Obligations, including the
 Counterparty, or against any collateral for the Obligations, and whether or not
 the Bank has pursued any other remedy available to it. The Bank shall not be
 obligated to file any claim relating to the Obligations, including any claim in
 the event that the Counterparty becomes subject to a bankruptcy, reorganization
 or similar proceeding, and the failure of the Bank to file any such claim shall
 not affect the Guarantor's obligations hereunder. The Guarantor also
 specifically waives a11 presentments, demands for performance, notices of
 nonperformance, protests, notices of protest, notices of dishonor, notices of
 acceptance, and all other notices whatsoever with respect to this Guaranty and
 of the existence, creation, or incurring of new or additional Obligations. The
 liability

                                      -1-
<PAGE>

of the Guarantor under this Guaranty is in addition to the liability of the
Guarantor under any other guaranties executed by it.

Notwithstanding anything to the contrary herein, Guarantor's liability hereunder
shall not exceed at any one time the largest amount, during the period
commencing with Guarantor's execution of this Guaranty and thereafter, that
would not render Guarantor's obligations hereunder subject to avoidance under
Section 548 of the Bankruptcy Code (Title 11, United States Code) or any
comparable provisions of any applicable state law.

2. Consents. The Guarantor agrees that the Bank may at any time, and from time
to time (a) extend the time of payment of or renew any of the Obligations, or
(b) receive and hold security for the payment of any Obligations and enforce,
waive, release, fair to perfect, sell or otherwise dispose of any such security,
(c) release or substitute any other guarantor of any Obligations, or (d) make
any agreement with the Counter-party or with any other party or person liable on
any of the Obligations, for the extension, renewal, payment, compromise,
discharge or release of the Obligations (in whole or in part), or for any
modification of the terms thereof or of any agreement between the Bank and the
Counterparty or any such other party or person, without in any way impairing or
affecting this Guaranty for any outstanding Obligations. The Guarantor
authorizes the Bank, without notice or demand and without affecting its
liability hereunder, from time to time, to assign or transfer the Obligations,
to waive, forbear, indulge or take other action or inaction is respect of this
Guaranty or the Obligations, or to exercise or not exercise any right or remedy
hereunder or otherwise with respect to the Obligations.

3. Rights; Expenses. No failure by the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by the Bank of any right,
remedy or power hereunder preclude any other or future exercise of any right,
remedy or power. Each and every right, remedy and power hereby granted to the
Bank or allowed by law or other agreement shall be cumulative and not exclusive
of any other right, remedy or power. The Guarantor agrees to pay on demand all
out-of-pocket expenses (including the reasonable fees and expenses of the Bank's
counsel) in any way relating to the enforcement or protection of the Bank's
rights under this Guaranty.

4. Benefit; Counterparty. The Guarantor will benefit from the Bank entering into
any Transaction with the Counterparty, and the governing body of the Guarantor
has determined that the execution and delivery by the Guarantor of this Guaranty
is necessary and convenient to the conduct, promotion and attainment of the
business of the Guarantor. The Guarantor acknowledges and agrees that it shall
have the sole responsibility for obtaining from the Counterparty such
information concerning the Obligations and the Counterparty's financial
conditions or business operations as the Guarantor may require, and that the
Bank has no duty at any time to disclose to the Guarantor any such information.
The Guarantor acknowledges and agrees that it is not necessary for the Bank to
inquire into the powers of the Counterparty or of the officers, directors,
partners or agents acting or purporting to act on its behalf, the
appropriateness of a particular Transaction for the Counterparty, or the purpose
a particular Transaction, and any Obligations made or created in reliance upon
the professed exercise of such powers shall be guaranteed hereunder.

5. Subrogation. The Guarantor shall not exercise any rights which it may have
or acquire by way of subrogation until all of the Obligations are paid in full
to the Bank. If any amounts are paid to the Guarantor in violation of the
foregoing limitation, then such amounts shall be held in trust fox the benefit
of the Bank and shall forthwith be paid to the Bank to reduce the amount of
outstanding Obligations, whether matured or unmatured. Subject to the foregoing,
upon payment of all of the Obligations to the Bank, the Guarantor shall be
subrogated to the rights of the Bank against the Counterparty, and the Bank
agrees to take at the Guarantor's expense such actions as the Guarantor may
reasonably require to implement such subrogation.

                                      -2-
<PAGE>

6.   Assignment: Termination. The Guarantor shall not assign its rights,
interest, duties or obligations hereunder to any other person without the Bank's
prior written consent. The Bank may, without notice to the Guarantor and
without affecting the Guarantor's obligations hereunder, assign the Obligations
and this Guaranty, in whole or in part. The Guarantor agrees that the Bank may
disclose to any prospective purchaser and any purchaser of all or part of the
Obligations any and all information in the Bank's possession concerning the
Guarantor, this Guaranty and any security for this Guaranty. This Guaranty may
be terminated by the Guarantor upon thirty (30) days' prior written notice to
the Bank, and will remain in force until such time period elapses; provided,
however, that the Guarantor shall remain fully liable for, and this Guaranty
shall continue to govern, all Obligations arising or which may arise from
Transactions entered into between the Bank and the Counterparty prior to the
actual termination of the Guaranty. None of the terms or provisions of this
Guaranty may be waived, amended, supplemented or otherwise modified, and no
consent with respect to any departure by the Guarantor from the terms hereof
shall be effective, except as set forth in a written instrument executed by the
Guarantor and the Bank.

7.   Taxes. All payments by the Guarantor hereunder will be made in full without
set-off or counterclaim and free and clear of and without withholding or
deduction for or on account of any present or future taxes, duties or other
charges, unless the withholding or deduction of such taxes or duties is required
by law. In any such event, however, the Guarantor shall (a) promptly notify the
Bank of such requirement, (b) pay to the relevant authorities the full amount
required to be deducted or withheld (including the full amount required to be
deducted or withheld from any additional amount paid to the Bank pursuant to
this paragraph), (c) promptly forward to the Bank an official receipt (or a
certified copy) evidencing such payment, and (d) pay to the Bank such additional
amounts as may be necessary in order that the net amount received by the Bank
after such withholding or deduction shall equal the full amounts of moneys which
would have been received by the Bank in the absence of such withholding or
deduction. The Guarantor will pay all stamp, registration, documentation, or
other similar taxes payable in connection with this Guaranty and will keep the
Bank indemnified against failure to pay the same.

8.   Payments. The Guarantor hereby guarantees that the Obligations will be paid
to the Bank without set-off or counterclaim, in lawful currency of the United
States of America or such other freely available currency selected by the Bank,
provided that such currency shall be one of the currencies in which payments are
required to be made under a Transaction, at the offices of the Bank specified by
the Bank for such payment. The obligations of the Guarantor hereunder shall not
be discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency except to the extent to which such
tender or recovery shall result in the effective receipt by the Bank of the full
amount of the currency or currencies owing under this Guaranty and the Guarantor
shall indemnify the Bank (as an alternative or additional cause of action) for
the amount (if any) by which such effective receipt shall fall short of the full
amount of currency or currencies owing under this Guaranty and such obligation
to indemnify shall not be affected by judgment being obtained for any other sums
due hereunder.

9.   Representations. The Guarantor is duly organized, validly subsisting and in
good standing under the laws of its jurisdiction of incorporation or
organization, and has full corporate power to execute, deliver and perform this
Guaranty. The Guarantor has duly authorized this Guaranty, and the signatory of
this Guaranty has been duly authorized and has full power to execute and deliver
this Guaranty on behalf of the Guarantor. This Guaranty and the providing
thereof to the Bank does not violate any of the Guarantor's constitutive
documents, and this Guaranty does not violate any law, regulation or agreement
applicable to the Guarantor or its assets. This Guaranty constitutes a valid,
binding and enforceable agreement against the Guarantor in accordance with its
terms.

10.  Governing Law: Jurisdiction. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of New York, without
reference to its conflicts of laws principles. With respect to any suit, action
or proceeding concerning this Guaranty, the Guarantor submits to the non-
exclusive jurisdiction of the Federal and State courts located in the City,
County

                                      -3-
<PAGE>

 and State of New York. The Guarantor specifically and irrevocably waives (i)
 any objection which it may have at any time to the laying of venue of any suit,
 action or proceeding brought in such courts, (ii) any claim that the same has
 been brought in an inconvenient forum, and (iii) the right to object that such
 courts do not have jurisdiction over it. The Guarantor waives personal service
 of any summons, complaint or other process, which may be made by any other
 means permitted by New York law, including, without limitation, by registered
 mail directed to the Guarantor's principal place of business.

 11. Miscellaneous. This Guaranty contains the entire and exclusive agreement
 of the parties hereto with reference to the matters discussed herein. This
 Guaranty supersedes all prior drafts and communications with respect thereto.
 The headings of paragraphs herein are inserted only for convenience and shall
 in no way define, describe or limit the scope or intent of any provision of
 this Guaranty. If any term or provision of this Guaranty shall be deemed
 prohibited by or invalid under any applicable law, such provision shall be
 invalidated without affecting the remaining provisions of this Guaranty.

 IN WITNESS WHEREOF, this Guaranty has been duly executed and delivered by the
 Guarantor to the Bank as of the date first above written.

 BOARD OF TRADE OF THE CITY OF CHICAGO, INC.


 By: Glen M Johnson
     ---------------------
 Name:Glen M Johnson
 Title:SVP/CFO




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

                                      -4-
<PAGE>

                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW,
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                  **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720022        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                    7,394,852.74
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              30APR01        EUROPEAN CURRENCY             8,257,792.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                                .8955
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.













<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW,
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                  **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           719999        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                    2,019,120.81
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              30MAR01        EUROPEAN CURRENCY             2,257,792.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                                .89429
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                        IF A COMPENSATION, THIS CONTRACT
                                        COMPENSATES, IN WHOLE OR IN PART, THE
                                        OTHER CONTRACT(S) MENTIONED BELOW,
                                        ACCORDINGLY, IN AGREEMENT WITH
                                        YOURSELVES, ONLY THE NET U.S. DOLLAR
                                        DIFFERENCE, IF ANY, BETWEEN THIS
                                        CONTRACT AND THE OTHER CONTRACT(S)
                                        MENTIONED BELOW IS TO BE CARRIED FORWARD
                                        AS AN INDEBTEDNESS DUE TO OR BY THE
                                        BANK. THIS INDEBTEDNESS IS DUE ON THE
                                        DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                   **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720036        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                    2,920,936.31
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              31MAY01        EUROPEAN CURRENCY             3,257,792.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .8966
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                        IF A COMPENSATION, THIS CONTRACT
                                        COMPENSATES, IN WHOLE OR IN PART, THE
                                        OTHER CONTRACT(S) MENTIONED BELOW,
                                        ACCORDINGLY, IN AGREEMENT WITH
                                        YOURSELVES, ONLY THE NET U.S. DOLLAR
                                        DIFFERENCE, IF ANY, BETWEEN THIS
                                        CONTRACT AND THE OTHER CONTRACT(S)
                                        MENTIONED BELOW IS TO BE CARRIED FORWARD
                                        AS AN INDEBTEDNESS DUE TO OR BY THE
                                        BANK. THIS INDEBTEDNESS IS DUE ON THE
                                        DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720045        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                    5,616,994.10
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              29JUN01        EUROPEAN CURRENCY             6,257,792.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                              .8976
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                        IF A COMPENSATION, THIS CONTRACT
                                        COMPENSATES, IN WHOLE OR IN PART, THE
                                        OTHER CONTRACT(S) MENTIONED BELOW.
                                        ACCORDINGLY, IN AGREEMENT WITH
                                        YOURSELVES, ONLY THE NET U.S. DOLLAR
                                        DIFFERENCE, IF ANY, BETWEEN THIS
                                        CONTRACT AND THE OTHER CONTRACT(S)
                                        MENTIONED BELOW IS TO BE CARRIED FORWARD
                                        AS AN INDEBTEDNESS DUE TO OR BY THE
                                        BANK. THIS INDEBTEDNESS IS DUE ON THE
                                        DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720061        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                      899,850.00
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              31AUG01        EUROPEAN CURRENCY             1,000,000.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .89985
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.

<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                        IF A COMPENSATION, THIS CONTRACT
                                        COMPENSATES, IN WHOLE OR IN PART, THE
                                        OTHER CONTRACT(S) MENTIONED BELOW,
                                        ACCORDINGLY, IN AGREEMENT WITH
                                        YOURSELVES, ONLY THE NET U.S. DOLLAR
                                        DIFFERENCE, IF ANY, BETWEEN THIS
                                        CONTRACT AND THE OTHER CONTRACT(S)
                                        MENTIONED BELOW IS TO BE CARRIED FORWARD
                                        AS AN INDEBTEDNESS DUE TO OR BY THE
                                        BANK. THIS INDEBTEDNESS IS DUE ON THE
                                        DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE: 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720050        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                      898,750.00
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              31JUL01        EUROPEAN CURRENCY             1,000,000.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .89875
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.

<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW.
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720066        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                      900,700.00
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT. DATE:             28SEP01        EUROPEAN CURRENCY             1,000,000.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .9007
--------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW.
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720075        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                      901,900.00
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT. DATE:             31OCT01        EUROPEAN CURRENCY             1,000,000.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .9019
--------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW.
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE 27SEP00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           720083        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       US DOLLARS                    4,546,278.09
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         27SEP00       HAVING SOLD TO YOU
MAT.DATE:              28JUN02        EUROPEAN CURRENCY             4,990,426.00
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                              911
--------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

                OUR                                        OUR
             PURCHASE                                     SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.














<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW,
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO OR BY
                                         THE BANK. THIS INDEBTEDNESS IS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.

  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE:21DEC00                  **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           939464        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       EUROPEAN CURRENCY                  802,981
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         21DEC00       HAVING SOLD TO YOU
MAT.DATE:              29JUN01        US DOLLARS                         735,771
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .9163
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW,
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS IS DUE TO OR
                                         BY THE BANK. THIS INDEBTEDNESS DUE ON
                                         THE DELIVERY DATE MENTIONED BELOW.

  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE:21DEC00                    **NEW**
------------------------------------ ---------------------------- --------------
CONTRACT NO:           939476        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       EUROPEAN CURRENCY                1,000,000
------------------------------------ ---------------------------- --------------
CONTRACT DATE:         21DEC00       HAVING SOLD TO YOU
MAT.DATE:              3AAUG01        US DOLLARS                         917,900
------------------------------------ ---------------------------- --------------
OPTION DATE:                         EXCHANGE RATE

BROKER: CORPORATE                             .9179
------------------------------------ ---------------------------- --------------
SETTLEMENT INSTRUCTIONS:
--------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.


<PAGE>


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW.
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO
                                         OR BY THE BANK. THIS INDEBTEDNESS
                                         IS DUE ON THE DELIVERY DATE MENTIONED
                                         BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE 21DEC00                    **NEW**
--------------------------------------------------------------------------------
CONTRACT NO:           939461        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       EUROPEAN CURRENCY                1,000,000
--------------------------------------------------------------------------------
CONTRACT DATE:         21DEC00       HAVING SOLD TO YOU
MAT.DATE:              28SEP01        US DOLLARS                         918,700
--------------------------------------------------------------------------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .9187
-------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
-------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.


                               FOREIGN EXCHANGE
[BANK OF AMERICA                 CONFIRMATION
            LOGO]           (KEEP FOR YOUR RECORDS)

 BANK OF AMERICA NA U.S. FX                    CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                        141 WEST JACKSON BLVD
C:O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                             CHICAGO, IL 60604-3101

                                         IF A COMPENSATION, THIS CONTRACT
                                         COMPENSATES, IN WHOLE OR IN PART, THE
                                         OTHER CONTRACT(S) MENTIONED BELOW.
                                         ACCORDINGLY, IN AGREEMENT WITH
                                         YOURSELVES, ONLY THE NET U.S. DOLLAR
                                         DIFFERENCE, IF ANY, BETWEEN THIS
                                         CONTRACT AND THE OTHER CONTRACT(S)
                                         MENTIONED BELOW IS TO BE CARRIED
                                         FORWARD AS AN INDEBTEDNESS DUE TO
                                         OR BY THE BANK. THIS INDEBTEDNESS
                                         IS DUE ON THE DELIVERY DATE MENTIONED
                                         BELOW.
  WE CONFIRM THIS FOREIGN EXCHANGE DEAL
----------------------------------------
DATE 21DEC00                    **NEW**
------------------------------------------------------------------------------
CONTRACT NO:           939487        HAVING PURCHASED FROM YOU
CUSTOMER NO:           27098 01       EUROPEAN CURRENCY              1,000,000
------------------------------------------------------------------------------
CONTRACT DATE:         21DEC00       HAVING SOLD TO YOU
MAT.DATE:              31OCT01        US DOLLARS                       919,500
------------------------------------------------------------------------------
OPTION DATE:                         EXCHANGE RATE
BROKER: CORPORATE                             .9195
------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
------------------------------------------------------------------------------
                                             SALE
RECEIPT INSTRUCTIONS UNDETERMINED            PAYMENT INSTRUCTIONS UNDETERMINED

          OUR                                              OUR
       PURCHASE                                           SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF
AMERICA IN THE UNITED KINGDOM.  THIS CONFIRMATION REQUIRES NO BANK SIGNATURE.


<PAGE>

[BANK OF AMERICA                       FOREIGN EXCHANGE
           LOGO]                         CONFIRMATION
                                    (KEEP FOR YOUR RECORDS)


<TABLE>
<S>                                           <C>
 BANK OF AMERICA NA U.S. FX                                                                  CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                                                                      141 WEST JACKSON BLVD
C: O 1850 GATEWAY BLVD., 7TH FL
CONCORD, CA 94520                                                                           CHICAGO, IL 60604-3101


                                              IF A COMPENSATION, THIS CONTRACT COMPENSATES, IN WHOLE OR IN PART, THE OTHER CONTRACT
                                              MENTIONED BELOW, ACCORDINGLY, IN AGREEMENT WITH YOURSELVES, ONLY THE NET U.S. DOLLAR
-------------------------------------------   DIFFERNECE, IF ANY, BETWEEN THIS CONTRACT AND THE OTHER CONTRACT(S) MENTIONED BELOW
   WE CONFIRM THIS FOREIGN EXCHANGE DEAL      TO BE CARRIED FORWARD AS AN INDEBTEDNESS DUE TO OR BY THE BANK. THIS INDEBTEDNESS
-------------------------------------------   DUE ON THE DELIVERY DATE MENTIONED BELOW.
DATE: 21 DEC 00                   **NEW**
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT NO:          939494                            HAVING PURCHASED FROM YOU
CUSTOMER NO:          27098 01                            EUROPEAN CURRENCY                                          4,990,426
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT DATE:        21 DEC 00                         HAVING SOLD TO YOU
MAT. DATE:            28 JUN 02                           US DOLLARS                                                 4,619,138
------------------------------------------------------------------------------------------------------------------------------------
OPTION DATE:                                            EXCHANGE RATE
BROKER: CORPORATE                                                   .9256
------------------------------------------------------------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  SALE
    RECEIPT INSTRUCTIONS UNDETERMINED                                             PAYMENT INSTRUCTIONS UNDETERMINED


                     OUR                                                                          OUR
                   PURCHASE                                                                      SALE

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

THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO AND PROCESSED AND STORED BY BANK OF AMERICA IN THE UNITED KINGDOM. THIS CONFIRMATION REQUIRES
NO BANK SIGNATURE.
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

[BANK OF AMERICA                       FOREIGN EXCHANGE
           LOGO]                         CONFIRMATION
                                    (KEEP FOR YOUR RECORDS)

<TABLE>
<S>                                           <C>
 BANK OF AMERICA NA U.S FX                                                                   CERES TRADING LIMITED PARTNERSHIP
CHICAGO TRADING CENTER                                                                      141 WEST JACKSON BLVD
C: O 1850 GATEWAY BLVD., 7TH  FL
CONCORD, CA 94520                                                                           CHICAGO, IL 60604-3101


                                              IF A COMPENSATION, THIS CONTRACT COMPENSATES, IN WHOLE OR IN PART, THE OTHER CONTRACT
                                              MENTIONED BELOW, ACCORDINGLY, IN AGREEMENT WITH YOURSELVES, ONLY THE NET U.S. DOLLAR
-------------------------------------------   DIFFERENCE, IF ANY, BETWEEN THIS CONTRACT AND THE OTHER CONTRACT(S) MENTIONED BELOW IS
   WE CONFIRM THIS FOREIGN EXCHANGE DEAL      TO BE CARRIED FORWARD AS AN INDEBTEDNESS DUE TO OR BY THE BANK. THIS INDEBTEDNESS IS
-------------------------------------------   DUE ON THE DELIVERY DATE MENTIONED BELOW.
DATE: 21 DEC 00                   **NEW**
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT NO:          939473                            HAVING PURCHASED FROM YOU
CUSTOMER NO:          27098 01                            EUROPEAN CURRENCY                                          1,000,000
------------------------------------------------------------------------------------------------------------------------------------
CONTRACT DATE:        21 DEC 00                         HAVING SOLD TO YOU
MAT. DATE:            31 JUL 01                           US DOLLARS                                                   917,200
------------------------------------------------------------------------------------------------------------------------------------
OPTION DATE:                                            EXCHANGE RATE
BROKER: CORPORATE                                                   .9172
------------------------------------------------------------------------------------------------------------------------------------
SETTLEMENT INSTRUCTIONS:
------------------------------------------------------------------------------------------------------------------------------------
                                                                                  SALE
    RECEIPT INSTRUCTIONS UNDETERMINED                                             PAYMENT INSTRUCTIONS UNDETERMINED


                     OUR                                                                          OUR
                   PURCHASE                                                                      SALE


------------------------------------------------------------------------------------------------------------------------------------
THIS TRANSACTION IS SUBJECT TO THE MASTER AGREEMENT BETWEEN US.
ACCOUNT INFORMATION IS TRANSMITTED TO, AND PROCESSED AND STORED BY BANK OF AMERICA IN THE UNITED KINGDOM. THIS CONFIRMATION REQUIRES
NO BANK SIGNATURE.
</TABLE>