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


                 INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT

                  MASTER  AGREEMENT  dated as of August 1, 1997,  by and between
CARR FUTURES INC., a Delaware  corporation and DEAN WITTER  INTERNATIONAL ACCESS
FUND L.P.

SECTION 1.          DEFINITIONS

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

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

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

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

                    "Close-Out  Amount" has the  meaning  given to it in Section
                    5.1.

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

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

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

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

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

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

                    (iii)     the Value Date, and

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

                    "Credit Support" has the meaning given to it in Section 5.2.

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

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

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

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

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

                    "Defaulting  Party"  has  the  meaning  given  to it in  the
                    definition of Event of Default.

                    "Designated  Office(s)",  as to a Party, means the office or
                    offices specified in Part II of the Schedule.

                    "Effective Date" means the date of this Master Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    "Matched Pair Novation Netting  Office(s)",  in respect of a
                    Party, means the Designated Office(s) specified in Part V of
                    the Schedule.

                    "Non-Defaulting  Party" has the  meaning  given to it in the
                    definition of Event of Default.

                    "Novation Netting  Office(s)",  in respect of a Party, means
                    the  Designated   Office(s)  specified  in  Part  V  of  the
                    Schedule.

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

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

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

                    "Settlement Netting Office(s)", in respect of a Party, means
                    the  Designated   Office(s)  specified  in  Part  V  of  the
                    Schedule.

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

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

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

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

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

SECTION 2.          FX TRANSACTIONS

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

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

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

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

SECTION 3.          SETTLEMENT AND NETTING

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

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

                    3.3       Novation Netting.

                    (a)       By  Currency.  If the  Parties  enter  into  an FX
                              Transaction    through   a   pair   of    Novation

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

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

                    3.4       General.

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

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

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

SECTION 4.                    REPRESENTATIONS, WARRANTIES AND COVENANTS

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

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

SECTION 5                     CLOSE-OUT AND LIQUIDATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 7.          PARTIES TO RELY ON THEIR OWN EXPERTISE

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

SECTION 8.          MISCELLANEOUS

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

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

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

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

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

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

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

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

                    8.9 Time of  Essence.  Time  shall be of the  essence in the
                    Agreement.

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

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

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

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

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

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

SECTION 9.          LAW AND JURISDICTION

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

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

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

                    9.3 Waiver of Jury Trial. Each Party irrevocably  waives any
                    and all right to trial by jury in any Proceedings.

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


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

                        CARR FUTURES INC.



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

                        DEAN WITTER  INTERNATIONAL ACCESS FUND L.P.

                        By Demeter Management Corporation
                             General Partner



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



<PAGE>




                                    SCHEDULE

         Schedule to the International Foreign Exchange Master Agreement

                           dated as of August 1, 1997

 between Dean Witter International Access Fund L.P. ("Party A") and Carr Futures
                                Inc. ("Party B").

Part I.              Scope of Agreement

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

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

Part II.             Designated Offices

                     Each of the following shall be a Designated Office:

                     Party A:

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

                     Party B:

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


Part III.            Notices:

                     If sent to Party A:

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

                     With copies to Party A's designated Trading Advisors.

                     If sent to Party B:

                     Address:      Carr Futures Inc.
                                   One World Trade Center
                                   New York, New York 10048
                     Telephone Number: (212) 453-6365
                     Facsimile Number: (212) 453-6361
                     Name  of Individual or Department to whom Notices are to be
                     sent:  David Mangold


Part IV.             Payment Instructions

                     Name of Bank and Office,  Account Number and Reference with
                     respect to relevant Currencies:
<TABLE>
<CAPTION>

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

</TABLE>

Part V.              Netting

A.                   Settlement Netting Offices

                     Each of the following shall be a Settlement Netting Office:

                     Party A: Same as in Part II.

                     Party B: Same as in Part II.


B.                   Novation Netting Offices

                     Each of the following shall be a Novation Netting Office:

                     Party A: Same as in Part V-A.

                     Party B: Same as in Part V-A.

                     .

C.                   Matched Pair Novation Netting Offices

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

                     Party A: Not Applicable.

                     Party B: Not Applicable.

                     .

Part VI.             Cash Settlement of FX Transactions

                     The following provision shall apply:

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

Part VII.            Base Currency

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

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

Part VIII.           Threshold Amount

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

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

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

Part IX.             Additional Events of Default

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

                                                         None.

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

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

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


Part X.              Automatic Termination

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

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

Part XI.             Adequate Assurances

                     Adequate  Assurances  under Section 8.14 shall apply to the
                     Agreement.

Part XII.            Governing Law

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

Part XIII.           Consent to Jurisdiction

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

Part XIV.            Agent for Service of Process

                     Not applicable.

Part XV.             Certain Regulatory Representations

A.                   The following FDICIA representation shall not apply:

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

                            [ ]  broker  or dealer within the meaning of FDICIA;

                            [ ]  depository  institution  within  the meaning of
                                 FDICIA;

                            [ ]  futures  commission merchant within the meaning
                                 of FDICIA;

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

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

                            [ ]  broker  or dealer within the meaning of FDICIA;

                            [ ]  depository  institution  within  the meaning of
                                 FDICIA;

                            [ ]  futures  commission merchant within the meaning
                                 of FDICIA;

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


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

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

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

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

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

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

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


B.                   The following ERISA representation shall apply:

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


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

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


Part XVI.            Additional Covenants

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

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

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

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