<PAGE>

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
DIVERSIFIED FUTURES FUND II L.P.

SECTION 1.     DEFINITIONS

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

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

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

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

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

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

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

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

           <PAGE>

           "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"):

           <PAGE>

           (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;







           <PAGE>

           (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

               <PAGE>

               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.

           <PAGE>

           "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

           <PAGE>

           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.





           <PAGE>

           2.3Confirmations.  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.

           2.4Inconsistencies.     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

           3.1Settlement.  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.

           3.2Settlement  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

               <PAGE>

               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.

           3.4General.

           (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.



           <PAGE>

           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:

                     <PAGE>

                     (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 Gin 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.





           <PAGE>

           (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.



           <PAGE>

           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.



           <PAGE>

           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

           <PAGE>

           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

           <PAGE>

           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.





           <PAGE>

           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

           <PAGE>

           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:    President

                         DEAN WITTER DIVERSIFIED FUTURES FUND II
                         L.P.

                         By Demeter Management Corporation
                              General Partner


                         By_/s/ Mark J. 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 Diversified Futures Fund II 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



<PAGE>

Part III. Notices:

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

          With copies to Party A's designated Trading Advisors.

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



Part IV.  Payment Instructions

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

          Party A                 Party B

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



<PAGE>

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.

          .

<PAGE>

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      Threshold Amount
VIII.
          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.

<PAGE>

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.

<PAGE>

Part      Consent to Jurisdiction
XIII.
          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).



            <PAGE>

            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.



<PAGE>

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.