WITTER DEAN DIVERSIFIED FUTURES FUND II L P
CUSTOMER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.04
<SEQUENCE>6
<FILENAME>de599166-exh10_04.txt
<DESCRIPTION>CUSTOMER AGREEMENT
<TEXT>

                                                                   EXHIBIT 10.04


                               CUSTOMER AGREEMENT


            THIS CUSTOMER AGREEMENT (this "Agreement") made as of the 1st day of
May, 2000, by and among DEAN WITTER DIVERSIFIED FUTURES FUND II LIMITED
PARTNERSHIP a Delaware limited partnership (the "Customer") and MORGAN STANLEY &
CO. INTERNATIONAL LIMITED ("MSIL");


                              W I T N E S S E T H:
                              - - - - - - - - - -

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

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

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

2.          Standard of Liability and Indemnity.

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

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

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

            (d) Limitation on Indemnities. The indemnities provided in this
Section 2 by Customer to MSIL and its affiliates shall be inapplicable in the
event of any losses, liabilities, damages, costs or expenses arising out of, or
based upon, any material breach of any agreement of MSIL contained in this
Agreement to the extent caused by such event. Likewise, the indemnities provided
in this Section 2 by MSIL to Customer and its successors and assigns shall be
inapplicable in the event of any losses, liabilities, damages, costs or expenses
arising out of, or based upon, any material breach of any representation,
warranty or agreement of Customer contained in this Agreement to the extent
caused by such breach.

            (e) Definition of "Affiliate." As used in this Section 2, the term
"affiliate" of MSIL shall mean: (i) any natural person, partnership,
corporation, association, or other legal entity directly or indirectly owning,
controlling, or holding with power to vote 10% or more of the outstanding voting
securities of MSIL; (ii) any partnership, corporation, association, or other
legal entity 10% or more of whose outstanding voting securities are directly or
indirectly owned, controlled, or held with power to vote by MSIL; (iii) any
natural person, partnership, corporation, association, or other legal entity
directly or indirectly controlling, controlled by, or under common control with,
MSIL; or (iv) any officer or director of MSIL. Notwithstanding the foregoing,
"affiliates" for purposes of this Section 2 shall include only those persons
acting on behalf of MSIL and performing services for Customer within the scope
of the authority of MSIL, as set forth in this Agreement.

            3. MSIL Responsibilities. MSIL agrees to notify the applicable
trading advisor for the Customer immediately upon discovery of any error
committed by MSIL or any of its agents with respect to a trade for the Account
which MSIL believes was not executed or cleared in accordance with proper
instructions given by the Customer, its trading advisors or any other authorized
agent of Customer. Errors made by floor brokers appointed or selected by MSIL
shall constitute errors made by MSIL. However, MSIL shall not be responsible for
errors committed by the trading advisors.

            MSIL agrees to report to Dean Witter Reynolds Inc. ("DWR") its own
errors and the errors of any trading advisor for the Account which MSIL becomes
aware of, provided that such reporting may be via telephone. Notwithstanding the
foregoing, the failure to comply with such reporting obligation does not
increase MSIL's liability for its own errors beyond that otherwise expressly set
forth in this Agreement, nor does it make MSIL in any way responsible for errors
committed by the trading advisors.

            MSIL acknowledges that the other partnerships of which Demeter
Management Corporation (the general partner of Customer) is the general partner
or trading manager, do not constitute affiliates of the Customer.

            4. Minimum Margins. All Contracts for the Account shall be margined
at the applicable Exchange or Clearing House minimum rates for speculative
accounts.

            5. Payment of Interest. MSIL shall pay to DWR at each month-end
interest on Customer's funds in its possession as agreed between MSIL and DWR
from time to time. Customer understands that it will not receive any interest
income on its assets held by MSIL other than that paid by DWR pursuant to the
Customer's DWR Customer Agreement. DWR (and not the Customer) shall pay MSIL
interest on any debit balances in the Account at such rates as MSIL and DWR
shall agree from time to time.

            6. Recording. Each of MSIL, the Customer, and the Customer's agents
(including DWR), in their sole and absolute discretion, may record, on tape or
otherwise, any telephone conversation between or among MSIL, the Customer or the
Customer's agents with respect to the Account and Transactions therein and each
of MSIL and the Customer hereby agrees and consents thereto.

            7. Termination. This Agreement may be terminated at any time by any
party upon thirty (30) days' prior written notice to the other parties hereto.
In the event of such notice, Customer shall either close out open positions in
the Account or arrange for such open positions to be transferred to another
futures broker. Upon satisfaction by Customer of all of Customer's liabilities
to MSIL, MSIL shall transfer to another futures broker all Contracts, if any,
then held for the Account, and shall transfer to Customer or to another futures
broker, as Customer may instruct, all cash, securities and other property held
in the Account, whereupon this Agreement shall terminate. Notwithstanding the
foregoing, in the event MSIL is required by a regulatory authority to transfer
the Account to another futures broker or in the event that MSIL abandons the
futures brokerage business, then MSIL shall have the right to terminate this
Agreement by written notice effective the date contained therein, provided that
MSIL cooperates in the transfer of open positions to another futures broker and
that the termination of the Agreement is not made effective earlier than the
completion of the transfer.

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

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

            10. Amendment. This Agreement may not be amended except by the
written consent of the parties and provided such amendment is consistent with
Customer's Limited Partnership Agreement.

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

            if to the Partnership:

                     DEAN WITTER DIVERSIFIED FUTURES FUND II LIMITED PARTNERSHIP
                     c/o Demeter Management Corporation Two World Trade Center,
                     62nd Floor
                     New York, New York  10048
                     Attention:  Robert E. Murray

            if to MSIL:

                     as set forth in the Non-Private Customer Agreement.

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

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

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


                                 DIVERSIFIED FUTURES FUND II LIMITED PARTNERSHIP

                                        By: Demeter Management Corporation
                                            General Partner



                                            By: /s/ Robert E. Murray
                                               ---------------------------------
                                               Robert E. Murray
                                               President


                                        MORGAN STANLEY & CO. INTERNATIONAL
                                        LIMITED



                                        By: /s/ Brian Daly
                                           -------------------------------------
                                           Name:  Brian Daly
                                           Title: Executive Director

<PAGE>




                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED


                        MORGAN STANLEY SECURITIES LIMITED






                               Customer Documents
                  (Market Counterparty / Non-Private Customer)

                        Exchange-traded Derivatives Only











                                    May 1999

<PAGE>




                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (EXCHANGE-TRADED DERIVATIVES)


TABLE OF CONTENTS

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

                                                                            Page

PART ONE:       NON-PRIVATE CUSTOMER AGREEMENT
                (Exchange-Traded Derivatives)

Chapter         I     Introduction

                II    Terms Applicable to Dealings

                III   Margin

                IV    Material Interests

                V     Powers and Exclusions of Liability

                VI    Authorisation

                VII   General


PART TWO:       MASTER NETTING AGREEMENT


PART THREE:     SCHEDULES


PART FOUR:      CUSTOMER SIGNATURE PAGES

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

<PAGE>




                                    PART ONE
                         NON-PRIVATE CUSTOMER AGREEMENT
                          (Exchange-Traded Derivatives)

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

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

BETWEEN:

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

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

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

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

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


                            CHAPTER 1 - INTRODUCTION

1.    Interpretation
      In the Customer Agreement, the words and phrases below have the following
      meanings:-

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

      "Applicable Law" includes without limitation

      (a)   Market Requirements, and

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

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

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

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

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

      "Charged Securities" means such Securities as

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

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

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

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

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

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

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

      "Client Money Regulations" means The Financial Services (Client Money)
      Regulations 1991, The Financial Services (Client Money) (Supplementary)
      Regulations 1991 and the related client money rules in Chapter 4 of the
      rules of SFA;

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

      "Contract" means a futures or option contract entered into by us on an
      Exchange or with or through a Broker pursuant to Clause 3;

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

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

      "FSA" means the Financial Services Authority and any successor thereto,
      the central regulatory authority for United Kingdom investment business;

      "FSA1986" means the Financial Services Act 1986 of the United Kingdom and
      any successor thereto;

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

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

      "LCH" means The London Clearing House Limited;

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

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

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

      "Market Requirements" means

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

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

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

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

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

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

      "Securities" means securities, investments and financial instruments;

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

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

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

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

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

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

2.    Services to be provided
2.1   The services which we may provide to you are general investment and
      dealing services in financial and commodity options, futures and contracts
      for differences traded on an Exchange, together with related research,
      advice, clearing and settlement facilities and any other services agreed
      between us.

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

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

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

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

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

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

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

      (a) Clauses 1, 2, 4, 5.2, 8, 9, 21, 22, 26, 29-31and Chapters VI and VII,
      Schedule 2 and Schedule 3; and

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

5.    Dealings and rules, regulations and restrictions
5.1   All Client Contracts and Transactions shall be subject to applicable
      Market Requirements and Applicable Law; provided that:

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

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

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


                    CHAPTER II - TERMS APPLICABLE TO DEALINGS

6.    Contracts and Client Contracts
6.1   If we carry out a Transaction on your request or pursuant to Clause 24
      below:

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

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

6.2   For each Client Contract, we will have made or placed an equivalent
      Contract on the floor of the relevant market (by open outcry on the floor
      of, or on an automated trading system administered by, a futures and
      options Exchange or the futures or options market of any other Exchange)
      or will have entered into an equivalent Contract with or through a Broker
      pursuant to Clause 3 and we shall thus have an interest in the
      Transaction.

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

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

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

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

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

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

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

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

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

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

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

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

14.   Option Premiums
      In respect of an option Contract matching a Client Contract:-

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

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

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

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

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

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

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


                              CHAPTER III - MARGIN

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

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

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

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

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

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

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

18.6  Where you agree to effect transactions, or if you give instructions to us
      to effect transactions in a jurisdiction outside the United Kingdom, then
      we may need to appoint an intermediate broker, settlement agent or
      custodian to undertake those transactions. In order to meet the margin and
      settlement obligations to the relevant Exchange or Clearing House, we may
      need to pass your money and/or assets to an intermediate broker,
      settlement agent or custodian in that jurisdiction. In that event you
      should note that there may be different settlement and legal and
      regulatory requirements in these overseas jurisdictions together with
      different practices for the separate identification of your investments
      and your money might not be protected as effectively when held by such an
      intermediate broker as if it were held in a client bank account in the
      United Kingdom. You should note that in the event of a shortfall arising
      on the money available to meet the claims of segregated clients, your
      claim will be restricted to the money held in our client bank accounts in
      respect of transactions carried on through that intermediate broker and to
      any money received from the intermediate broker relating to those
      transactions.

18.7  The approved bank at which your money is held may be located outside the
      United Kingdom. You should note that the legal and regulatory regime
      applying to such banks may be different from that of the United Kingdom
      and in the event of a default of the approved bank, your money may be
      treated differently from the position that would apply if the money was
      held by an approved bank in the United Kingdom.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

20.   Custodian activities and documents of title
20.1  We may (subject to the Rules) act, or may appoint any of our Associated
      Firms which are eligible custodians or any other eligible custodian (as
      defined by the SFA) to act, as custodians of your documents of title or
      certificates evidencing title to your assets (including Charged
      Securities, except where absolute title passes to us).

20.2  If we consider it appropriate to register your registrable assets in a
      name other than your own, then we may arrange such registration in the
      name of a nominee company, which is controlled by:

      (a)   ourselves;

      (b)   an Associated Firm;

      (c)   a recognised or designated investment exchange; or

      (d)   an eligible custodian (as defined by the Rules) which may be an
            Associated Firm.

      Such assets will be held by such nominee on trust for you, except that, in
      the case of assets held by a custodian which is not an affiliate of ours,
      the nominee shall hold its rights against such custodian on trust for you.

20.3  Where, due to the nature of the law or market practice of an overseas
      jurisdiction, it is in your best interests, or it is not feasible to do
      otherwise we shall register your assets in the name of an eligible
      custodian or ourselves. If your assets are registered in our name you
      should note that your assets may not be segregated from the assets of our
      firm and in the event of our default you may not be as well protected.

20.4  Assets will only be held/registered outside the normal SFA requirements
      upon your specific written instructions. You should note that the
      consequences of doing so are entirely at your own risk.

20.5  Where assets are held on your behalf overseas, you should note that there
      may be different settlement, legal and regulatory requirements in those
      jurisdictions from those applying in the UK, together with different
      practices for the separate identification of your investments.

20.6  Your assets may be pooled with those of one or more customers. This means
      that individual customer entitlements may not be identifiable by separate
      certificates, other physical documents of title or equivalent electronic
      record and in the event of an unreconcilable shortfall after the default
      of a custodian, customers may share in that shortfall pro-rata.

20.7  We will collect any dividends, interest, or other entitlements, in cash or
      in kind, to which you may be entitled and of which we are notified and
      will remit to you such dividends or interest as soon as possible after
      deduction of any Taxes payable or credit them to such account of yours as
      we may consider appropriate.

20.8  In respect of any investments held on your behalf by us or a third party
      appointed by us under or pursuant to the Customer Documents, if we are
      notified of any voting and/or any other rights or privileges (including
      without limitation conversion and subscription rights and rights or
      privileges arising in connection with takeovers, other offers or capital
      reorganistions) attaching to those investments may be exercised, we will
      notify you as soon as reasonably practicable of such rights and/or
      privileges.

      If you unambiguously inform us in writing within 14 days of such notice
      (or such shorter period as may be specified or appropriate) that you wish
      us to exercise the rights and/or privileges and we have sufficient cleared
      funds, we will do so but only on such terms as you advise in writing and
      which are reasonably acceptable to us.

      Otherwise we will not exercise any such rights and/or privileges.
      Notwithstanding the absence of satisfactory instructions or sufficient
      funds, in the event that we are notified that subscription rights attach
      to any investments that we or such third party hold on your behalf we may,
      in our or its absolute discretion, dispose of such rights on your behalf
      in such manner as we think, or it thinks, fit.

20.9  If we are notified by any third party appointed by us under or pursuant to
      the Customer Documents, or by any company in which we or such third party
      hold investments on your behalf that such company intends to make calls
      upon those investments in respect of any monies whatsoever unpaid on them,
      we will notify you as soon as practicable of such calls. If you provide us
      with the relevant funds in sufficient time for us to do so, we will
      satisfy such calls on your behalf and on such terms as you advise in
      writing and which are reasonably practicable to us. Otherwise we shall
      take no action on your behalf and will have no liability whatsoever in
      respect of the consequences of a failure to satisfy the calls made.
      However, where the custodian is legally liable to meet such calls it may
      do so and you will reimburse us forthwith upon demand.

20.10 Subject to Clauses 19, 20.11 and 24 and the Rules we are not authorised
      to:

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

      (b)   lend any documents of title or certificates evidencing title to any
            third party; or

      (c)   otherwise use your documents of title or other documents evidencing
            title to investments belonging to you for our own account or for the
            account of another of our customers.

      In each case, unless we have first entered into a written agreement with
      you giving us such authorisation.

20.11(a) Without prejudice to Clause 19.5, you hereby authorise MSIL at any time
      or times to borrow, lend or otherwise use for its own purposes any Charged
      Securities without giving notice of such borrowing, lending or other use
      to you. MSIL may retain for its own account all fees, profits and other
      benefits received in connection with any such borrowing, loan or use. Upon
      such borrowing, lending or other use, such Charged Securities will become
      the absolute property of MSIL (or that of such transferee) free from the
      security created hereunder and from any equity, right, title or interest
      of yours and you will thereupon have a right against MSIL for the delivery
      of Securities of the same issuer, forming part of the same issue and of an
      identical type, nominal value, description and amount as such Charged
      Securities (provided that where there has been any corporate action or
      other events in relation to any such Charged Securities, we may determine
      what assets (which may consist of and include money or other property) are
      to be treated as equivalent for this purpose) ("Equivalent Securities").

20.11(b) MSIL may deliver, or procure the delivery of, Equivalent Securities to
      you under Clause 20.11(a) by causing such Equivalent Securities to be
      transferred, appropriated or designated to your account(s) charged to it
      from which such Securities were held prior to such use or, if not possible
      to do so, to such other of your accounts charged to MSIL as MSIL shall
      determine. Such Securities shall upon such transfer, appropriation or
      designation become subject to all the provisions of the Customer
      Documents, including, without limitation, those of Clause 19 and this
      Clause 20.11.

20.11(c) Our obligation to return Equivalent Securities under this paragraph
      may, if we so elect, be included in any set-off of obligations of ours to
      you against any obligation of yours to us (whether under Clauses 24 or 28
      below or otherwise), on the basis that there is for that purpose due from
      us to you an amount equal to the Default Market Value of such Equivalent
      Securities, and our obligation to return Equivalent Securities shall, if
      and to the extent so included, be extinguished accordingly. For this
      purpose -

      (i)   the "Default Market Value" of such Equivalent Securities means:

           (A)   if during the Default Valuation Period (as defined below) we
                 have sold Securities forming part of the same issue and being
                 of an identical type and description to those Securities and in
                 substantially the same amount as those Securities, the net
                 proceeds of sale (after deducting all reasonable costs, fees
                 and expenses incurred in connection therewith); and

           (B)   failing such sale during the Default Valuation Period, the
                 market value of such Securities at the Default Valuation Time
                 as determined by us in good faith;

      (ii)  the "Default Valuation Period" means:

           (A)   if the relevant set-off occurs on a day that is a dealing day
                 in the most appropriate market for Securities of the relevant
                 description (as determined by us), a period commencing on the
                 opening of business on that day and ending at the close of
                 business on the following dealing day; and

           (B)   in any other case, the close of business on the second dealing
                 day in that market after the day on which the set-off occurs.

      (iii) the "Default Valuation Time" means the end of the Default Valuation
            Period.

      Where the amount of any Securities sold as mentioned in (i)(A) above is
      not identical to that of the Securities to be valued for the purposes of
      this definition, the Default Market Value of those Securities shall be
      ascertained by dividing the net proceeds of sale by the amount of the
      Securities sold so as to obtain a net unit price and multiplying that net
      unit price by the amount of the Securities to be valued.


                         CHAPTER IV - MATERIAL INTERESTS

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

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

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

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

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

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

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

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

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

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

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


                 CHAPTER V - POWERS AND EXCLUSIONS OF LIABILITY

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

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

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

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

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

      (i)   any nominee, custodian or other third party with whom any Charged
            Securities (or other investments) are held pursuant to Clauses 19
            and 20 above; or

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

      (iii) any other third party with whom we deal or transact business or who
            is appointed by us in good faith on your behalf,

      unless such nominee, custodian, bank or other third party is an Associated
      Firm, but we will make available to you, when and to the extent reasonably
      so requested, any rights that we may have against such person.

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

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

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

      (b)   any expense, loss or damage suffered by you as a result of (i) our
            carrying out your instructions, if we acted in accordance with such
            instructions or otherwise acted reasonably, or (ii) properly
            carrying out or failing to carry out any actions which we are
            permitted but not required to carry out under the Customer
            Documents.

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

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

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

      (b)   buy or sell futures or  options contracts;

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

      (d)   borrow, buy or sell any currency;

      (e)   apply any Margin;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                           CHAPTER VI - AUTHORISATION

32.   Due authorisation
32.1  You represent, warrant and undertake to us that:-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                              CHAPTER VII - GENERAL

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

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

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

34.2        You will:

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

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

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

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

36.   Telephone recording
      We may use voice record orders, instructions or conversations we receive
      by telephone. Our voice records shall be prima facie evidence of the
      order, instructions or conversations recorded, and you agree that such
      records shall be admissible as such evidence in any Proceedings (as
      defined in Clause 43.2).

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

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

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

37.4  Any statement produced may be delivered by post, or by sending it by
      telex, facsimile or other electronic transmission. Where you are
      ordinarily resident outside of the UK, we may retain statements relating
      to investments and collateral held by a custodian.

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

38.   Correct addresses and numbers
      Our address for serving notices is shown at the front of this document,
      and our facsimile and telex numbers are:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

43.   Governing Law
43.1  The Customer Documents and all Transactions thereunder shall be governed
      by and construed in accordance with English Law.

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

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

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

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

Signed on behalf of

Morgan Stanley & Co. International Limited
        -and-
Morgan Stanley Securities Limited


By:...../s/ R S Rosenthal.................

Name:       R S Rosenthal
Title:      Company Secretary

<PAGE>




                                    PART TWO
                            MASTER NETTING AGREEMENT

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

BETWEEN

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

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


IT IS HEREBY AGREED AS FOLLOWS:

1.    Scope of this Agreement

1.1   Unless otherwise agreed in writing by the Parties in Annex 1 or otherwise
      and subject to the next sentence, these terms and the particular terms
      agreed by the Parties govern each Transaction entered into or outstanding
      between any two Designated Offices of the Parties on or after the date of
      execution of these terms. In the case of Transactions within paragraph
      (i), (ii), (iii) or (iv) of the definition of "Transaction", these terms
      govern only those Transactions where the exchange mentioned in such
      definition is a Specified Exchange.

1.2   These terms, the particular terms of, and applicable to, each and every
      Transaction governed by these terms, the Schedules to these terms and all
      amendments to any of such items shall together constitute a single
      agreement between the Parties. The Parties acknowledge that all
      Transactions governed by these terms, which are entered into on or after
      the date of execution of these terms, are entered into in reliance upon
      the fact that all such items constitute a single agreement between the
      Parties.

2.    Settlement and Exchange of Clearing Organisation Rules

2.1   Unless a Liquidation Date has occurred or has been effectively set, a
      Party shall not be obliged to make any payment or delivery scheduled to be
      made by that Party under a Transaction governed by these terms for so long
      as an Event of Default or Potential Event of Default with respect to the
      other Party has occurred and is continuing.

2.2   Unless otherwise agreed in writing by the Parties, if the Parties enter
      into any Transaction governed by these terms to close out any existing
      Transaction between the Parties then their obligations under such
      Transactions shall automatically and immediately be terminated upon
      entering into the second Transaction, except for any settlement payment
      due from one Party to the other in respect of such closed-out
      Transactions.

2.3   These terms shall not be applicable to any Transaction to the extent that
      action which conflicts with or overrides the provisions of this agreement
      has been started in relation to that Transaction by a relevant exchange or
      clearing organisation under applicable rules or laws and is continuing.

3.    Representations, Warranties and Covenants

3.1   Each Party represents and warrants to the other Party as of the date of
      execution of these terms and, in the case of the representation and
      warranty in (v) of the Clause 3.1 relating to the entering into of
      Transactions, as of the date of entering into each Transaction governed by
      these terms that: (i) it has authority to enter into this agreement; (ii)
      the person entering into the agreement on its behalf have been duly
      authorised to do so: (iii) this agreement and the obligations created
      under this agreement are binding upon it and enforceable against it in
      accordance with their terms (subject to applicable principles of equity)
      and do not and will not violate the terms of any agreements to which such
      Party is bound; (iv) no Event of Default or Potential Event of Default has
      occurred and is continuing with respect to it; and (v) it acts as
      principal and sole beneficial owner (and not as trustee) in entering into
      these terms and each and every Transaction governed by these terms.

3.2   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 authorisations, approvals, licences
      and consents required to enable it lawfully to perform its obligations
      under this agreement; and (ii) it will promptly notify the other Party of
      the occurrence of any Event of Default or Potential Event of Default with
      respect to itself or any credit Support Provider in relation to it.

4     Termination and Liquidation

4.1   If, at any time:

      (i)   a Party fails to make any payment when due under or to make or take
            delivery of any property when due under, or to observe or perform
            any other provision of, this agreement (including any Transaction
            governed by these terms) and such failure continues for two business
            days after notice of non-performance has been given by the other
            Party to the defaulting Party;

       (ii) a Party commences a voluntary case or other procedure seeking or
            proposing liquidation, reorganisation, an arrangement or
            composition, a freeze or moratorium, or other similar relief with
            respect to itself or to its debts under any bankruptcy, insolvency,
            regulatory, supervisory or similar law (including any corporate or
            other law with potential application to an insolvent Party), or
            seeking the appointment of a trustee, receiver, liquidator,
            conservator, administrator, custodian, examiner or other similar
            official (each a "Custodian") of it or any part of its assets; or
            takes any corporate action to authorise any of the foregoing; and,
            in the case of a reorganisation, arrangement or composition, the
            other Party does not consent to the proposals;

      (iii) an involuntary case or other procedure is commenced against a Party
            seeking or proposing liquidation, reorganisation, an arrangement or
            composition, a freeze or moratorium, or other similar relief with
            respect to it or its debts under any bankruptcy, insolvency,
            regulatory, supervisory or similar law (including any corporate or
            other law with potential application to an insolvent Party) or
            seeking the appointment of a Custodian of it or any part of its
            assets and such involuntary case or other procedure either (a) has
            not been dismissed within five days of its institution or
            presentation or (b) has been dismissed within such period but solely
            on the grounds of an insufficiency of assets to cover the costs of
            such case or other procedure;

      (iv)  a Party dies, become of unsound mind, is unable to pay its debts as
            they fall due or is bankrupt or insolvent, as defined under any
            bankruptcy or insolvency law applicable to such Party; or
            indebtedness of a Party is not paid on the due date therefor or
            becomes, or becomes capable at any time of being declared, due and
            payable under agreements or instruments evidencing such indebtedness
            before it would otherwise have been due and payable, or proceedings
            are commenced for any execution, any attachment or garnishment, or
            any distress against, or an encumbrancer takes possession of, the
            whole or any part of the property, undertaking or assets (tangible
            and intangible) of a Party;

      (v)   a Party or any Credit Support Provider in relation to a Party (or
            any Custodian acting on behalf of a Party or any Credit Support
            Provider in relation to a Party) disaffirms, disclaims or repudiates
            any obligation under this agreement (including any Transaction
            governed by these terms) or any Credit Support Document;

      (vi)  any representation or warranty made or deemed made by a Party
            pursuant to this agreement or pursuant to any Credit Support
            Document proves to have been false or misleading in any material
            respect as at the time it was made or given;

      (vii) (a) any Credit Support Provider in relation to a Party or the
            relevant 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; (b) any Credit Support
            Document relating to a Party expires or ceases to be in full force
            and effect prior to the satisfaction of all obligations of such
            Party under this agreement (including any Transaction governed by
            these terms), unless the other Party has agreed in writing that this
            shall not be an Event of Default; (c) any representation or warranty
            made or deemed made by any Credit Support Provider in relation to a
            Party pursuant to any Credit Support Document proves to have been
            false or misleading in any material respect as at the time it was
            made or given or deemed made or given; or (d) any event referred to
            in (ii) to (iv) or (viii) of this Clause 4.1 occurs in respect of
            any Credit Support Provider in relation to a Party;

      (viii)a Party is dissolved, or in respect of a Party whose existence is
            dependent upon a formal registration, such registration is removed
            or ends, or any procedure is commenced seeking or proposing a
            Party's dissolution or the removal or ending of such a registration
            of a Party; or

      (ix)  any event of default (however described) occurs under any terms of
            business in place between the Parties or any other event specified
            for these purposes in Annex 1 or otherwise occurs, then the other
            Party (the "Non-Defaulting Party") may exercise its rights under
            Clause 4.2, except that, if so agreed in writing by the Parties
            (whether by specifying as such in Annex 1 hereto or otherwise), in
            the case of the occurrence of any Event of Default specified in
            paragraph (ii) or (iii) above the provisions of Clause 4.3 shall
            apply.

4.2   Subject to Clause 4.3, at any time following the occurrence of an Event of
      Default, the Non-Defaulting Party may, by notice to the Defaulting Party,
      specify a Liquidation Date for the termination and liquidation of
      Transactions in accordance with the provisions of Clause 4.4.

4.3   If the Parties have so agreed, the date of the occurrence of any Event of
      Default specified in paragraph (ii) or (iii) of Clause 4.1 shall
      automatically constitute a Liquidation Date, without the need for any
      notice by either Party and to the intent that the provisions of Clause 4.4
      shall then apply.

4.4   Upon the occurrence of a Liquidation Date:

      (i)   neither Party shall be obliged to make any further payments or
            deliveries under any Transactions governed by these terms which
            would, but for this Clause, have fallen due for performance on or
            after the Liquidation Date and such obligations shall be satisfied
            by settlement (whether by payment, set-off or otherwise) of the
            Liquidation Amount;

       (ii) the Non-Defaulting Party shall (on, or as soon as reasonably
            practicable after, the Liquidation Date) determine (discounting if
            appropriate), in respect of each Transaction governed by these
            terms, its total cost, loss or, as the case may be, gain, in each
            case expressed in the Non-Defaulting Party's Base Currency (and, if
            appropriate, including any loss of bargain, cost of funding or,
            without duplication, cost, loss or, as the case may be, gain as a
            result of the termination, liquidation, obtaining, performing or
            re-establishing of any hedge or related trading position), as a
            result of the termination, pursuant to this agreement, of each
            payment or delivery which would otherwise have been required to be
            made under such Transaction (assuming satisfaction of each
            applicable condition precedent and having due regard to, if
            appropriate, such market quotations published on, or official
            settlement prices set by, a relevant exchange or clearing
            organisation as may be available on, or immediately preceding, the
            date of calculation); and

      (iii) the Non-Defaulting Party shall treat each cost or loss to it,
            determined as above, as a positive amount and each gain by it, so
            determined, as a negative amount and aggregate all of such amounts
            to produce a single, net positive or negative amount, denominated in
            the Non-Defaulting Party's Base Currency (the "Liquidation Amount").

4.5   If the Liquidation Amount determined pursuant to Clause 4.4 is a positive
      amount, the Defaulting Party shall pay it to the Non-Defaulting Party and
      if it is a negative amount, the Non-Defaulting Party shall pay it to the
      Defaulting Party. The Non-Defaulting Party shall notify the Defaulting
      Party of the Liquidation Amount, and by which Party it is payable,
      immediately after the calculation of such amount.

4.6   Unless the Parties specify otherwise in Annex 1 or otherwise, where
      termination and liquidation occurs in accordance with Clause 4.4, the
      Non-Defaulting Party shall also be entitled, at its discretion, to apply
      the provisions of Clause 4.4 to any other Transactions entered into
      between the Parties which are then outstanding, as if each such
      Transaction were a Transaction governed by these terms.

4.7   The amount payable by one Party to the other Party pursuant to the
      provisions of Clause 4.5, or any applicable laws or regulations, shall be
      paid in the Non-Defaulting Party's Base Currency by the close of business
      on the business day following the completion of the termination and
      liquidation under Clause 4.4, or any laws or regulations having a similar
      effect, (converted as required by applicable law into any other currency,
      any costs of such conversion to be borne by, and (if applicable) deducted
      from any payment to, the Defaulting Party). Any such amount which is not
      paid on the due date therefor shall bear interest, at the average rate at
      which overnight deposits in the currency of such payment are offered by
      major banks in the London interbank market as of 11.00 a.m. (London time)
      (or, if no such rate is available, at such reasonable rate as the
      Non-Defaulting Party may select) plus 1% per annum, for each day for which
      such amount remains unpaid.

4.8   For the purpose of any calculation hereunder, the Non-Defaulting Party may
      convert amounts denominated in any other currency into the Non-Defaulting
      Party's Base Currency at such rate prevailing at the time of the
      calculation as it shall reasonably select.

4.9   The Non-Defaulting Party's rights under this Clause 4 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).

5     Set-Off

      Without prejudice to any other right or remedy which it may have, either
      Party may, on or after the occurrence of a Liquidation Date and the
      determination of the Liquidation Amount, set off any amount owing by it
      (whether actual or contingent, present or future and including, if
      applicable and without limitation, the Liquidation Amount and any amount
      due and payable on or before the Liquidation Date but remaining unpaid) to
      the other Party against any amount owing by such other Party (whether
      actual or contingent, present or future and including, if applicable and
      without limitation, the Liquidation Amount and any amount due and payable
      before the Liquidation Date but remaining unpaid) to the first Party.

6     Currency Indemnity

      If a Party (the first Party) receives or recovers 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 payable, whether pursuant to a
      judgement of any court or otherwise, the second Party shall indemnify and
      hold harmless the first Party from and against any cost (including costs
      of conversion) and loss suffered by the first Party as a result of
      receiving such amount in a currency other than the currency in which it
      was due.

7.    Assignments and Transfers

      Neither Party may assign, charge or otherwise transfer or purport to
      assign, charge or otherwise transfer its rights or obligations under this
      agreement (including the Transactions governed by these terms) or any
      interest therein without the prior written consent of the other Party, and
      any purported assignment, charge or transfer in violation of this Clause
      shall be void.

8.    Notices

      Unless otherwise agreed, all notices, instructions and other
      communications to be given to a Party under this agreement shall be given
      to the address, telex (if confirmed by the appropriate answerback) or
      facsimile (confirmed if requested) number and to the individual or
      department specified in Annex 1, the Customer Signature page or by notice
      in writing by such Party. Unless otherwise specified, any notice,
      instruction or other communication given in accordance with this Clause
      shall be effective upon receipt.

9.    Termination, Waiver and Partial Invalidity

9.1   Either of the Parties hereto may terminate this agreement at any time by
      seven days' prior notice to the other Party and termination shall be
      effective at the end of such seventh day; provided, however, that any such
      termination shall not affect any then outstanding Transactions governed by
      these terms, and the provisions of this agreement shall continue to apply
      until all the obligations of each Party to the other under this agreement
      (including the Transactions governed by these terms) have been fully
      performed.

9.2   A Party may waive any right, power or privilege under this agreement only
      by (and to the extent of) an express statement in writing.

9.3   If, at any time, any provision of these terms is or becomes illegal,
      invalid or unenforceable in any respect under the law of any jurisdiction,
      neither the legality, validity or enforceability of the remaining
      provisions of these terms nor the legality, validity or enforceability of
      such provision under the law of any other jurisdiction shall in any way be
      affected or impaired thereby.

10.   Time of Essence

      Time shall be of the essence in this agreement.

11.   Payments

      Every payment to be made by a Party under these terms shall be made in
      same day (or immediately available) and freely transferable funds to the
      bank account designated by the other Party for such purpose.

12.   Governing Law and Jurisdiction

      Unless the Parties specify otherwise in Annex 1 or otherwise:

12.1  These terms shall be governed by, and construed in accordance with, the
      laws of England and Wales.

12.2  With respect to any Proceedings, each Party irrevocably (i) agrees that
      the courts of England shall have exclusive jurisdiction to determine any
      Proceedings and irrevocably submits to the jurisdiction of the English
      courts and (ii) waives any objection which it may have at any time to the
      bringing of any Proceedings in any such court and agrees not to claim that
      such Proceedings have been brought in an inconvenient forum or that such
      court does not have jurisdiction over such Party.

12.3  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 ground 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 judgement) and (v) execution or enforcement of
      any judgement to which it or its revenues or assets might otherwise be
      entitled in any Proceedings in the courts of any jurisdiction and
      irrevocably agrees to the extent permitted by applicable law that it will
      not claim any such immunity in any Proceedings. Each Party consents
      generally in respect of any Proceedings to the giving of any relief or the
      issue of any process in connection with such Proceedings, including,
      without limitation, the making, enforcement or execution against any
      property whatsoever of any order or judgement which may be made or given
      in such Proceedings.

13    Interpretation

13.1  In these terms:

      "Base Currency" means, as to a Party, the currency specified as such in
      Annex 1 or agreed as such in relation to it in writing between the Parties
      or, failing any such specification or agreement, the lawful currency of
      the United Kingdom;

      "Credit Support Document" means, as to a Party (the first Party), a
      guarantee, 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 favour of the other
      Party supporting any obligations of the first Party under this agreement;

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

      "Custodian" has the meaning given to it in Clause 4.1;

      "Defaulting Party" means the Party in respect of which, or related to a
      Credit Support Provider in respect of which, an Event of Default has
      occurred;

      "Designated Office(s)" means, as to a Party, the office identified with
      its name on page 1 of these terms and any other office(s) specified in
      Annex 1 or otherwise agreed by the Parties to be its Designated Office(s)
      for the purpose of this agreement;

      "Liquidation Date" means a day on which, pursuant to the provisions of
      Clause 4, the Non-Defaulting Party commences the termination and
      liquidation of Transactions or such a termination and liquidation
      commences automatically;

      "Potential Event of Default" means any event which may become (with the
      passage of time, the giving of notice, the making of any determination
      hereunder or any combination thereof) an Event of Default;

      "Proceedings" means any suit, action, or other proceedings relating to
      this agreement;

      "Specified Exchanges" means the exchanges specified in Annex 2 and any
      other exchanges agreed by the Parties to be Specified Exchanges for the
      purpose of Clause 1.1; and "Specified Exchange" means any of them;

      "Transaction" means:

      (i)   a contract made on an exchange or pursuant to the rules of an
            exchange;

      (ii)  a contract subject to the rules of an exchange; or

      (iii) a contract which would (but for its term to maturity only) be a
            contract made on, or subject to the rules of, an exchange and which,
            at the appropriate time, is to be submitted for clearing as a
            contract made on, or subject to the rules of, an exchange,

      in any of cases (i), (ii), (iii) being a future, option, contract for
      differences, spot or forward contract of any kind in relation to any
      commodity, metal, financial instrument (including any security), currency,
      interest rate, index or any combination thereof;

      (iv)  a transaction which is back-to-back with any transaction within
            paragraph (i), (ii) or (iii) of this definition; or

      (v)   any other transaction which the Parties agree shall be a
            Transaction.

13.2  In these terms, "Event of Default" means any of the events listed in
      Clause 4.1; "Liquidation Amount" has the meaning ascribed to it in Clause
      4.4; and "Non-Defaulting Party" has the meaning ascribed to it in Clause
      4.1.

13.3  Any reference in these terms to:

      a "business day" shall be construed as a reference to a day (other than a
      Saturday or Sunday) on which:

      (i)   in relation to a date for the payment of any sum denomination in (a)
            any currency (other than ecu or euro), banks generally are open for
            business in the principal financial centre of the country of such
            currency; (b) ecu, the Ecu Clearing and Settlement System operated
            by the Ecu Banking Association, (or, if such clearing system ceases
            to be operative, any other clearing or settlement system determined
            by the Parties) is open for business; or (c) euros, settlement of
            payments denominated in euros is generally possible in London or any
            other financial centre in Europe selected by the Parties; and

      (ii)  in relation to a date for the delivery of any property, property of
            such type is capable of being delivered in satisfaction of
            obligations incurred in the market in which the obligation to
            deliver such first property was incurred;

      a "Clause" or "Annex" shall be construed as a reference to, respectively,
      a clause or Annex of these terms, unless the context requires otherwise;

      a "currency" shall be construed so as to include any unit of account;

      "indebtedness" shall be construed so as to include any obligation (whether
      present or future, actual or contingent, as principal or surety or
      otherwise) for the payment or repayment of money;

       "Parties" shall be construed as a reference to the parties to this
      agreement and shall include their successors and permitted assigns; and
      "Party" shall be construed as a reference to which of the Parties is
      appropriate in the context in which such expression may be used;

      a Party to which a Credit Support Provider relates shall be construed as a
      reference to the Party whose obligations under this agreement are
      supported by that Credit Support Provider; and

      these "terms" or this "agreement" shall be construed as including the
      Annexes and as a reference to these terms or this agreement as the same
      may be amended, varied, novated or supplemented from time to time.

<PAGE>




ANNEX 1 TO MASTER NETTING AGREEMENT

1.    Scope of Agreement

      (a)   Each of the following shall be a Transaction for the purpose of
            paragraph (v) of the definition of "Transaction" in Clause 13.1: Not
            applicable.

      (b)   For the purposes of Clause 1.1, these terms shall not apply to [all]
            [the following] Transactions outstanding between the Parties on the
            date of execution of these terms:
            Not applicable.

      (c)   In the event of a discrepancy between these terms and the Customer
            Documents for Exchange-traded Derivatives, these terms will govern
            in relation to close out netting of Transactions but without
            prejudice to any other rights that Morgan Stanley may have under the
            Customer Documents for Exchange-traded Derivatives.

2.    Designated Offices

      Each of the following shall be a Designated Office: The offices specified
      in Section 7 "Notices" below or in the Customer Signature page.

3.    Representations, Warrants and Covenants

      Clause 3.1 is hereby amended by deleting the words "in the case of the
      representation and warranty in (v) of the Clause 3.1 relating to the
      entering into of Transactions,".


4.    Additional Event(s) of Default

      Each of the following shall be an Event of Default for the purpose of
      paragraph (ix) of Clause 4.1: Not Applicable

5.    Automatic Termination

      Upon the occurrence of any Event of Default specified in paragraph (ii) or
      (iii) of Clause 4.1, the provisions of Clause 4.3 shall apply.

6.    Termination of Other Transactions

      The provisions of Clause 4.6 shall not apply.

7.    Notices

      Morgan Stanley
      --------------

      Name                   :     Morgan Stanley & Co. International Limited

      Address                :     25 Cabot Square, Canary Wharf, London E14 4QA

      Telephone Numbers      :     44-171-425-8000

      Telex number           :     8812564

      Facsimile number       :     44-171-425-4976

      Name of individual or
      department to whom
      notices are to be sent :     Compliance

8.    No Reliance

      In connection with these terms and the Customer Documents for
      Exchange-Traded Derivatives, each Transaction and any other documentation
      relating to these terms, both Parties represent and acknowledge that (i)
      it is entering into each Transaction with a full understanding of all
      material terms and risks thereof, and it is capable of assuming those
      risks; (ii) it has made its investment and trading decisions (including
      decisions regarding the suitability of any transaction) based upon its own
      judgement and upon any advice from such advisors as it has deemed
      necessary, and not in reliance upon any view expressed by the other Party;
      (iii) the other Party is not acting as a fiduciary or an advisor for it,
      and all decisions have been the results of arm's length negotiations
      between the Parties; and (iv) the other Party has not given to it any
      assurance or guarantee as to the expected performance or result of any
      Transaction.

9.    Governing Law and Jurisdiction

      The following provisions shall not apply in place of the provisions of
      Clause 12:

      12.1  These terms shall be governed by, and construed in accordance with,
            the laws of the State of New York without giving effect to conflict
            of law provisions.

      12.2  With respect to any Proceedings, each Party irrevocably (i) 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 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 and agrees not to claim that such
            Proceedings have been brought in any inconvenient forum or that such
            court does not have jurisdiction over such Party.

      12.3  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 of 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 judgement) and (v)
            execution or enforcement of any judgement to which it or its
            revenues or assets might otherwise be entitled in any Proceedings in
            the courts of any jurisdiction and irrevocably agrees to the extent
            permitted by applicable law that it will not claim any such immunity
            in any Proceedings. Each Party consents generally in respect of any
            Proceedings to the giving of any relief or the issue of any process
            in connection with such Proceedings, including, without limitation,
            the making enforcement or execution against any property whatsoever
            of any order or judgement which may be made or given in such
            Proceedings.

      12.4  Each Party hereby irrevocably waives any and all right to trial by
            jury in any Proceedings.

10.   Base Currency:  US Dollars

11.   Selected Financial Centres for Euro Settlements:  Not Applicable

12.   FDICIA Representations

      The following provisions shall not apply to this agreement. Each Party
      represents and warrants to the other Party that it is a financial
      institution under the provisions of Title IV of the Federal Deposit
      Insurance Corporation Improvement Act of 1991 ("FDICIA"), and the Parties
      agree that this agreement shall be a netting contract, as defined in
      FDICIA, and each receipt or payment or delivery obligation hereunder shall
      be a covered contractual payment entitlement or covered contractual
      payment obligations, respectively, as defined in and subject to FDICIA.

<PAGE>




ANNEX 2 TO MASTER NETTING AGREEMENT

Specific Exchanges

The following exchanges are Specified Exchanges for the purposes of Clause 1.1;

Any Recognised Exchange, Recognised Investment Exchange, Designated Investment
Exchange or Approved Exchange as defined by the Financial Services Authority or
the Securities and Futures Authority and as amended from time to time.


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

Signed on behalf of

Morgan Stanley & Co. International Limited
        -and-
Morgan Stanley Securities Limited


By:.../s/ R S Rosenthal...................

Name:       R S Rosenthal
Title:      Company Secretary

<PAGE>




                                   PART THREE
                                   SCHEDULE 1


                          SELECTED ASSOCIATED FIRMS OF
                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED
                      AND MORGAN STANLEY SECURITIES LIMITED


                            Morgan Stanley Group Inc.
                        Morgan Stanley & Co. Incorporated
                       Morgan Stanley Market Products Inc.
                      Morgan Stanley Capital Services Inc.
                        Morgan Stanley Capital Group Inc.
             Morgan Stanley & Co. International Limited Incorporated
                          Morgan Stanley Japan Limited
                             Morgan Stanley Bank AG*
                                Morgan Stanley SA
                           Morgan Stanley Asia Limited
                          Morgan Stanley & Co. Limited
               Morgan Stanley & Co. International Holdings Limited
                            Morstan Nominees Limited
                      Morgan Stanley Services (UK) Limited
                          Morgan Stanley Canada Limited
                Morgan Stanley Asset Management Singapore Limited
                     Morgan Stanley Asset Management Limited
                      Morgan Stanley Asset Management Inc.
                           MS Securities Services Inc.
                               Morgan Stanley SpA
               Morgan Stanley Capital Group Singapore Pte Limited
                   Morgan Stanley Hong Kong Securities Limited
                    Morgan Stanley Hong Kong Nominees Limited
                    Morgan Stanley Futures Hong Kong Limited
                    Morgan Stanley Futures Singapore Limited
                        Morgan Stanley Australia Limited
             Morgan Stanley Global Securities Services Incorporated
                             Bank Morgan Stanley AG*


* Approved Banks

<PAGE>




                                   PART THREE
                                   SCHEDULE 2


                         ADDITIONAL PROVISIONS FOR LIFFE

The provisions of this Schedule 2 apply where the Contract is a futures or
options contract subject to the Rules of LIFFE.

1.    General Provisions

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

1.2   You accept that in relation to LIFFE:

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

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

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

      (d)   in both our interests, LIFFE may from time to time sanction the
            making of contracts by us outside the pit or outside its electronic
            trading system in order to satisfy your order, where there has been
            an error in the execution of your order. Where a better price (an
            improvement) can be obtained, we will seek to secure and offer that
            improvement to you. However, you should note that where, in response
            to your order, we have bought or sold in accordance with the
            instruction in your order to buy or, as the case may be, to sell but
            have traded the wrong delivery/expiry month or wrong exercise price
            of the relevant contract, then we may in accordance with LIFFE's
            Rules offset any loss arising from that trade against any
            improvement achieved for you in the course of correctly satisfying
            your order, thus offering you only the net improvements, if any.


2.    Exclusion of Liability

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

2.2   LIFFE Administration and Management (the "Exchange") is obliged under the
      FSA1986 to ensure that business conducted by means of its market
      facilities is conducted in an orderly manner and so as to afford proper
      protection to investors. We and the Exchange wish to draw to your
      attention that, inter alia, business on the market may from time to time
      be suspended or restricted, or the market may from time to time be closed
      for a temporary period or for such longer period as may be determined in
      accordance with LIFFE's rules on the occurrence of one or more events
      which require such action to be taken in the interests of, inter alia,
      maintaining a fair and orderly market. Any such action may result in our
      being unable, and through us you and your clients (if any) may from time
      to time be prevented from or hindered in entering into contracts in
      accordance with LIFFE's rules as a result of a failure of some or all
      market facilities. We and the Exchange wish to draw the following
      exclusion of liability to your attention and to the attention of your
      clients (if any). Unless otherwise expressly provided in LIFFE's rules or
      in any other agreement to which LIFFE is party, we and LIFFE shall not be
      liable to you or any client of yours for loss (including any indirect or
      consequential loss including, without limitation, loss of profit), damage,
      injury or delay, whether direct or indirect, arising from any of the
      circumstances or occurrences referred to above, or from any act or
      omission of the Exchange, its officers, employees, agents or
      representatives, under LIFFE's rules or pursuant to the Exchange's
      obligations under statute, or from any breach of contract by or any
      negligence howsoever arising of the Exchange, its officers, employees,
      agents or representatives.

2.3   Paragraphs 2.1 and 2.2 of this Schedule 2 shall be construed as applying
      to, and having the same effect in relation to, business which we transact,
      or which we would transact, but for one of the events referred to in this
      Paragraph occurring, on other futures and options markets.

3.    Linked Contracts

DEFINITIONS

"LCH"                                   means The London Clearing House Limited;

"LIFFE"                                 means LIFFE Administration and
                                        Management;

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

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

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

"Participating Exchange"                means an exchange which has concluded
                                        one or more agreements in relation to a
                                        Link with the Exchange and/or LCH
                                        pursuant to which: (i) contracts in the
                                        terms of one or more Linked LIFFE
                                        Contracts are to be transferred to, for
                                        clearing by, such exchange or its
                                        clearing house; or (ii) contracts in the
                                        terms of a Linked Participating Exchange
                                        Contract are to be transferred to, for
                                        clearing by, LCH. The term
                                        "Participating Exchange" shall include
                                        any clearing house, which from time to
                                        time provides clearing services to such
                                        exchange;

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

GENERAL PROVISIONS

3.1   Exclusion of Liability

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

3.2   Governing Law

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

3.3   Margin and Client Money/Assets

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

PROVISIONS RELATING TO OUTWARD TRANSFERS OF LINKED LIFFE CONTRACTS

3.4   Rules of LIFFE

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

3.5   Transfer

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

3.6   Delayed Transfer

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

3.7   Impossibility of Transfer

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

PROVISIONS RELATING TO INWARD TRANSFERS OF LINKED PARTICIPATING EXCHANGE
CONTRACTS

3.8   Transfer

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

3.9   Delayed Transfer

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

3.10  Impossibility of Transfer

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

<PAGE>



                                   PART THREE
                                   SCHEDULE 3


                  ELECTRONIC TRADING AND ORDER ROUTING SYSTEMS
                            FIA DISCLOSURE STATEMENT


      Electronic trading and order routing systems differ from traditional open
      outcry pit trading and manual order routing methods. Transactions using an
      electronic system are subject to the rules and regulations of the
      exchange(s) offering the system and/or listing the contract. Before you
      engage in transactions using an electronic system, you should carefully
      review the rules and regulations of the exchange(s) offering the system
      and/or listing contracts you intend to trade.

      DIFFERENCES AMONG ELECTRONIC TRADING SYSTEMS

      Trading or routing orders through electronic systems varies widely among
      the different electronic systems. You should consult the rules and
      regulations of the exchange offering the electronic system and/or listing
      the contract traded or order routed to understand, among other things, in
      the case of trading systems, the system's order matching procedure,
      opening and closing procedures and prices, error trade policies, and
      trading limitations or requirements; and in the case of all systems,
      qualifications for access and grounds for termination and limitations on
      the types of orders that may be entered into the system. Each of these
      matters may present different risk factors with respect to trading on or
      using a particular system. Each system may also present risks related to
      system access, varying response times, and security. In the case of
      internet-based systems, there may be additional types of risks related to
      system access, varying response times and security, as well as risks
      related to service providers and the receipt and monitoring of electronic
      mail.

      RISKS ASSOCIATED WITH SYSTEM FAILURE

      Trading through an electronic trading or order routing system exposes you
      to risks associated with system or component failure. In the event of
      system or component failure, it is possible that, for a certain time
      period, you may not be able to enter new orders, execute existing orders,
      or modify or cancel orders that were previously entered. System or
      component failure may also result in loss of orders or order priority.

      SIMULTANEOUS OPEN OUTCRY PIT AND ELECTRONIC TRADING

      Some contracts offered on an electronic trading system may be traded
      electronically and through open outcry during the same trading hours. You
      should review the rules and regulations of the exchange offering the
      system and/or listing the contract to determine how orders that do not
      designate a particular process will be executed.

      LIMITATION OF LIABILITY

      Exchanges offering an electronic trading or order routing system and/or
      listing the contract may have adopted rules to limit their liability, the
      liability of FCMs, and software and communication system vendors and the
      amount of damages you may collect for system failure and delays. These
      limitations of liability provisions vary among the exchanges. You should
      consult the rules and regulations of the relevant exchange(s) in order to
      understand these liability limitations.

<PAGE>




                                    PART FOUR
                         NON-PRIVATE CUSTOMER DOCUMENTS
                          (Exchange-traded Derivatives)


                               CUSTOMER SIGNATURES


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

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

Date:                       May 1, 2000...........          ....................

Signed:                     Demeter Management Corporation, General Partner.....

Name(s):                    By: Robert E. Murray, President & Chairman..........
                                [Signed]  /s/ Robert E. Murray

Authorised Signatory(ies)
for and on behalf of        Dean Witter Diversified Futures Fund II L.P.........
                            [Print Name of Client (Non-Private Customer)]

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

Address:                    c/o Demeter Management Corporation
                            Two World Trade Center,. 62nd Floor
                            New York, NY 10048


For the attention of:       Robert E. Murray

Telex and Answerback:

Fax:                        (212) 392-2804


Corporate Registered Office:
(if different from above)


Designated Offices for the purposes of Master Netting Agreement:
(if different from above)



                     CUSTOMERS DOMICILED IN LUXEMBOURG ONLY

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

Signed:

<PAGE>




                        THIRD PARTY TRADING AUTHORISATION


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


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

Dear Sirs

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

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

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

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

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

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

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

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

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

Yours faithfully

Signed:           .

AGENT'S DETAILS (please print)

      Name of Agent:
      Address of Agent:
      Telephone:
      Telex and Answerback:

<PAGE>




                        CERTIFICATES OF AUTHORITY TO DEAL
                      FOR USE BY COMPANIES AND PARTNERSHIPS


Certificate of Company Secretary/Authorised Partner*

Extracts from the Minutes of the Meeting of the Board of
Directors/Partners/Management Committee* of ...................... (the
"Company/Partnership") held at ......................... on
 ..................... 19....

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

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

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

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

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

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


                               DESIGNATED PERSONS

             Name                    Position                       Signature













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

            Signed:

            Name:

            Title:            Secretary/Director/Authorised Partner*

            Date:

*Delete as appropriate
+ Partnerships

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

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


                             CERTIFICATE OF TRUSTEES
                              (FOR USE BY TRUSTEES)


Extracts from the Minutes of a Meeting of the trustees of
(the "Trust") held at ..........................................
on.......................19....


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

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

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

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

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

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

                               DESIGNATED PERSONS

Name                                  Position                         Signature












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

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


Signed:     ............     ............

Name:       ............     ............

Title:      Chairman of the Trustees/Authorised Trustee*

            ............     ............

Date:       ............     ............


* Delete as appropriate

<PAGE>




                   MORGAN STANLEY & CO. INTERNATIONAL LIMITED







                               CUSTOMER DOCUMENTS

                        Exchange-Traded Derivatives Only

                     Additional Documents for U.S. Customers

                                  OCTOBER 1995

<PAGE>




                              MORGAN STANLEY & CO.
                              INTERNATIONAL LIMITED


                        Exchange-Traded Derivatives Only

                     ADDITIONAL DOCUMENTS FOR U.S. CUSTOMERS


The documents in this booklet supplement for U.S. customers our standard
customer document booklet for dealing in financial and commodity futures and
options. The standard booklet contains our terms and conditions of dealing and
risk warnings required by regulatory authorities in the United Kingdom.

The Commodity Futures Trading Commission (CFTC) has granted Morgan Stanley & Co.
International Limited an exemption from registering as a Futures Commission
Merchant (FCM) and from certain requirements of its rules in respect of trading
foreign (i.e. non-U.S.) futures and options with customers resident in the
United States. This booklet is issued to satisfy certain conditions of that
exemption and other CFTC requirements relating to the offer or sale of foreign
futures and options in the U.S. It modifies our standard terms in certain
respects and contains additional disclosures relating to options generally and
to non-U.S. futures and options in particular.

This disclosure document meets the risk disclosure requirements in the
jurisdictions identified below ONLY for those instruments which are specified.

United States:    commodity futures, options on commodity futures and options on
                  commodities subject to the Commodity Exchange Act.

United Kingdom:   futures, options on futures, options on commodities and
                  options on equities traded by members of the United Kingdom
                  Securities and Futures Authority pursuant to the Financial
                  Services Act, 1986.

Ireland:          financial futures and options and options on financial futures
                  traded by members of futures exchanges on exchanges whose
                  rules have been approved by the Central Bank of Ireland under
                  Chapter VIII of the Central Bank Act, 1989.

Finally, the booklet contains a form of consent whereby you would agree that, in
the event of a dispute, you would exhaust certain mediation or conciliation
procedures made available by our principal UK regulator (the Securities and
Futures Authority ("SFA")) prior to starting NFA or SFA arbitration proceedings.
As required, we enclose details of these mediation/conciliation procedures and
SFA arbitration proceedings.

<PAGE>





                                    CONTENTS

                                                                            Page

Risk Disclosure Statement for Futures and Options
- please read and sign acknowledgement

Form of Consent
- please read, insert customer name in first paragraph and sign

Enclosures: the Securities and Futures Authority publications

i)    An outline of the SFA
ii)   Complaints Bureau of the SFA

- for information only.

<PAGE>




                RISK DISCLOSURE STATEMENT FOR FUTURES AND OPTIONS


This brief statement does not disclose all of the risks and other significant
aspects of trading in futures and options. In light of the risks, you should
undertake such transactions only if you understand the nature of the contracts
(and contractual relationships) into which you are entering and the extent of
your exposure to risk. Trading in futures and options is not suitable for many
members of the public. You should carefully consider whether trading is
appropriate for you in light of your experience, objectives, financial resources
and other relevant circumstances.

Futures


Effect of `Leverage' or `Gearing'

      Transactions in futures carry a high degree of risk. The amount of initial
      margin is small relative to the value of the futures contract so that
      transactions are `leveraged' or `geared'. A relatively small market
      movement will have a proportionately larger impact on the funds you have
      deposited or will have to deposit: this may work against you as well as
      for you. You may sustain a total loss of initial margin funds and any
      additional funds deposited with the firm to maintain your position. If the
      market moves against your position or margin levels are increased, you may
      be called upon to pay substantial additional funds on short notice to
      maintain your position. If you fail to comply with a request for
      additional funds within the time prescribed, your position may be
      liquidated at a loss and you will be liable for any resulting deficit.


Risk-reducing orders or strategies

      The placing of certain orders (e.g. `stop-loss' orders, where permitted
      under local law, or `stop-limit' orders) which are intended to limit
      losses to certain amounts may not be effective because market conditions
      may make it impossible to execute such orders. Strategies using
      combinations of positions, such as `spread' and `straddle' positions may
      be as risky as taking simple `long' or `short' positions.


Options


Variable degree of risk

      Transactions in options carry a high degree of risk. Purchasers and
      sellers of options should familiarise themselves with the type of option
      (i.e. put or call) which they contemplate trading and the associated
      risks. You should calculate the extent to which the value of the options
      must increase for your position to become profitable, taking into account
      the premium and all transaction costs.

      The purchaser of options may offset or exercise the options or allow the
      options to expire. The exercise of an option results either in a cash
      settlement or in the purchaser acquiring or delivering the underlying
      interest. If the option is on a future, the purchaser will acquire a
      futures position with associated liabilities for margin (see the section
      on Futures above). If the purchased options expire worthless, you will
      suffer a total loss of your investment which will consist of the option
      premium plus transaction costs. If you are contemplating purchasing
      deep-out-of-the money options, you should be aware that the chance of such
      options becoming profitable ordinarily is remote.

      Selling (`writing' or `granting') an option generally entails considerably
      greater risk than purchasing options. Although the premium received by the
      seller is fixed, the seller may sustain a loss well in excess of that
      amount. The seller will be liable for additional margin to maintain the
      position if the market moves unfavourably. The seller will also be exposed
      to the risk of the purchaser exercising the option and the seller will be
      obligated to either settle the option in cash or to acquire or deliver the
      underlying interest. If the option is on a future, the seller will acquire
      a position in a future with associated liabilities for margin (see the
      section on Futures above). If the option is `covered' by the seller
      holding a corresponding position in the underlying interest or a future or
      another option, the risk may be reduced. If the option is not covered, the
      risk of loss can be unlimited. Certain exchanges in some jurisdictions
      permit deferred payment of the option premium, exposing the purchaser to
      liability for margin payments not exceeding the amount of the premium. The
      purchaser is still subject to the risk of losing the premium and
      transaction costs. When the option is exercised or expires, the purchaser
      is responsible for any unpaid premium outstanding at that time.


Additional risks common to futures and options


Terms and conditions of contracts

      You should ask the firm with which you deal about the terms and conditions
      of the specific futures or options which you are trading and associated
      obligations (e.g. the circumstances under which you may become obligated
      to make or take delivery of the underlying interest of a futures contract
      and, in respect of options, expiration dates and restrictions on the time
      for exercise). Under certain circumstances the specifications of
      outstanding contracts (including the exercise price of an option) may be
      modified by the exchange or clearing house to reflect changes in the
      underlying interest.


Suspension or restriction of trading and pricing relationships

      Market conditions (e.g. illiquidity) and/or the operation of the rules of
      certain markets (e.g. the suspension of trading in any contract or
      contract month because of the price limits or `circuit breakers') may
      increase the risk of loss by making it difficult or impossible to effect
      transactions or liquidate/offset positions. If you have sold options, this
      may increase the risk of loss.

      Further, normal pricing relationships between the underlying interest and
      the future, and the underlying interest and the option may not exist. This
      can occur when, for example, the futures contract underlying the option is
      subject to price limits while the option is not. The absence of an
      underlying reference price may make it difficult to judge `fair' value.


Deposited cash and property

      You should familiarise yourself with the protections accorded money or
      other property you deposit for domestic and foreign transactions,
      particularly in the event of a firm insolvency or bankruptcy. The extent
      to which you may recover your money or property may be governed by
      specified legislation or local rules. In some jurisdictions, property
      which had been specifically identifiable as your own will be pro-rated in
      the same manner as cash for purposes of distribution in the event of a
      shortfall.


Commission and other charges

      Before you begin to trade, you should obtain a clear explanation of all
      commission, fees and other charges for which you will be liable. These
      charges will affect your net profit (if any) or increase your loss.


Transactions in other jurisdictions

      Transactions on markets in other jurisdictions, including markets formally
      linked to a domestic market, may expose you to additional risk. Such
      markets may be subject to regulation which may offer different or
      diminished investor protection. Before you trade, you should enquire about
      any rules relevant to your particular transactions. Your local regulatory
      authority will be unable to compel the enforcement of the rules of
      regulatory authorities or markets in other jurisdictions where your
      transactions have been effected. You should ask the firm with which you
      deal for details about the types of redress available in both your home
      jurisdiction and other relevant jurisdictions before you start to trade.


Currency risks

      The profit or loss in transactions in foreign currency-denominated
      contracts (whether they are traded in your own or another jurisdiction)
      will be affected by fluctuations in currency rates where there is a need
      to convert from the currency denomination of the contract to another
      currency.


Trading facilities

      Most open-outcry and electronic trading facilities are supported by
      computer-based component systems for the order-routing, execution,
      matching, registration or clearing of trades. As with all facilities and
      systems, they are vulnerable to temporary disruption or failure. Your
      ability to recover certain losses may be subject to limits on liability
      imposed by the system provider, the market, the clearing house and/or
      member firms. Such limits may vary; you should ask the firm with which you
      deal for details in this respect.


Electronic trading

      Trading on an electronic trading system may differ not only from trading
      in an open-outcry market but also from trading on other electronic trading
      systems. If you undertake transactions on an electronic trading system,
      you will be exposed to risk associated with the system including the
      failure of hardware and software. The result of any system failure may be
      that your order is either not executed according to your instructions or
      is not executed at all.


Off-exchange transactions

      In some jurisdictions, and only then in restricted circumstances, firms
      are permitted to effect off-exchange transactions. The firm with which you
      deal may be acting as your counterparty to the transaction. It may be
      difficult or impossible to liquidate an existing position, to assess the
      value, to determine a fair price or to assess the exposure to risk. For
      these reasons, these transactions may involve increased risks.
      Off-exchange transactions may be less regulated or subject to a separate
      regulatory regime. Before you undertake such transactions, you should
      familiarise yourself with applicable rules and attendant risks.

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

I/we hereby acknowledge that 1/we have received and understood this risk
disclosure statement furnished to me/us by Morgan Stanley & Co. International
Limited.

Signature(s):  /s/ Robert E. Murray.............

Name(s):       Demeter Management Corporation, General Partner

Title(s):      By: Robert E. Murray, President & Chairman

Authorised Signatory(ies) for and on behalf of:

Dean Witter Diversified Futures Fund II L.P.............

Name of Customer (please print)

Date:          May 1, 2000......................

<PAGE>




                                 FORM OF CONSENT


In the event that a dispute arises between you, Dean Witter Diversified Futures
Fund II L.P., (Customer's name) and Morgan Stanley & Co. International Limited
with respect to transactions subject to Part 30 of the Commodity Futures Trading
Commission's Rules, various forums may be available for resolving the dispute,
including courts of competent jurisdictions in the United States and United
Kingdom.

In the event you wish to initiate an arbitration proceeding against this firm to
resolve such dispute under the applicable rules of the National Futures
Association ("NFA") in the United States, you hereby consent that you will first
commence mediation or conciliation in accordance with such procedures as may be
available by the relevant United Kingdom regulator, information for which is
provided to you herewith. The outcome of such United Kingdom mediation or
conciliation is non-binding. You may subsequently accept this resolution, or you
may proceed either to binding arbitration under the rules of the relevant United
Kingdom regulator or to binding arbitration in the United States under the rules
of NFA. In this connection, you should know that NFA will reject any request for
arbitration involving a claim arising primarily out of delivery, clearing,
settlement or floor practices on any foreign exchange. If you accept the
mediated or conciliated resolution or elect to proceed to arbitration, or to any
other form of binding resolution under the rules of the relevant United Kingdom
regulator or foreign exchange, you will be precluded for subsequently initiating
an arbitration proceeding at NFA.

You may initiate an NFA arbitration proceeding upon receipt of documentation
from the relevant United Kingdom regulator:

(i)   evidencing completion of the mediation or conciliation process and
      reminding you of your rights of access to NFA's arbitration proceeding;

      OR

(ii)  representing that more than nine months have elapsed since you commenced
      the mediation or conciliation process and that such a process is not yet
      complete and reminding you of your right of access to NFA's arbitration
      proceedings.

The documentation referred to above must be presented to NFA at the time you
initiate the NFA arbitration proceeding. NFA will exercise its discretion not to
accept your demand for arbitration absent such documentation.

By signing this consent, you are now waiving any other rights to any other legal
remedies available under law.

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

Signature(s):  /s/ Robert E. Murray.............

Name(s):       Demeter Management Corporation, General Partner

Title(s):      By:  Robert E. Murray, President & Chairman

Authorised Signatory(ies) for and on behalf of:

Dean Witter Diversified Futures Fund II L.P.

Name of Customer (please print)

Date:          May 1, 2000......................

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                            `A service for investors'













                          THE COMPLAINTS BUREAU OF SFA



















                      THE SECURITIES AND FUTURES AUTHORITIY

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      Introduction

      THE SECURITIES AND FUTURES AUTHORITY (SFA) is responsible for regulating
      firms involved in the securities and futures sectors of the financial
      services industry. It is recognised under the Financial Services Act 1986
      as a self regulating organisation and through the Securities and
      Investments Board is responsible, ultimately to Parliament, for protecting
      investors from incompetent or fraudulent practice by its member firms.

      A fuller explanation of SFA's role and of its regulatory process is given
      in a separate leaflet entitled "Putting the investor first!" which is
      available on request.

      Member firms of SFA aim to provide a wholly satisfactory service to their
      customers and are expected to respond to their clients' requirements with
      skill and consideration. Though the common aim is to secure a profitable
      return, it cannot be guaranteed; the markets are not without risk.
      Occasionally however, an investor may feel dissatisfied with the service
      provided. If you, as a customer of an SFA member firm, are unhappy with
      the way it has conducted your affairs, you can complain to us. (See note)

      This leaflet is an introduction to our complaints service. It describes
      the role of our Complaints Bureau and outlines the purpose of the Consumer
      Arbitration Scheme. It also explains the function of the independent
      Complaints Commissioner.















      Note: The Financial Services Act (Section 62) allows you to seek
      compensation in the courts if you have suffered loss as a result of a
      member firm's breach of our rules. This remedy is separate from SFA`s
      complaints procedures and you should seek independent legal advice.

<PAGE>





      First step . . .

      Complain to the firm first. All member firms must deal with customers'
      complaints promptly. If you cannot resolve your complaint with your usual
      contact at that firm you should write to its compliance officer. This
      person is a senior employee of the firm, responsible for ensuring that it
      observes SFA's rules. Most complaints are resolved at this stage, many of
      them proving to be simply a misunderstanding.

      If your complaint is not properly remedied, the firm is obliged to inform
      you of your right to refer the matter to us and may do this by sending you
      a copy of this leaflet.


       . . . then contact us

      If you are not satisfied with the member firm's findings or with the way
      it has dealt with your complaint, write giving details to our Complaints
      Bureau. Before you do so however, please note that we can, in most cases,
      only consider your complaint if:

      (a)   It is not already the subject of litigation or arbitration.

      (b)   It is about something which happened on or after 29 April 1988 (i.e.
            when the Financial Services Act came into force).

            We will:

            --    acknowledge your letter within one day of receipt.

            --    require answers from the member firm within ten working days.

            --    aim to resolve all complaints within three months.

<PAGE>





      What we will do

      We will look into the complaint. No payment is required for this service.
      We may ask you to provide further details and it is usual for us to ask
      the firm for its comments and help too. Firms are obliged to co-operate
      fully and promptly with us.

      After considering your complaint we will make a decision as quickly as
      possible:

      o  In some cases we may refer the matter back to the member firm. We will
         do this if we are confident that the firm can settle the dispute
         satisfactorily itself.

      o  In other cases we will endeavour to conciliate between you and the firm
         to reach a fair settlement. If this is achieved, our participation will
         have ended, and the dispute cannot normally be re-opened in court, or
         through our arbitration proceedings.

      o  If we find evidence suggesting that a member firm has breached our
         rules the matter will be further examined by our enforcement
         inspectors. Disciplinary action against the firm could ensue.

      o  It may be that we conclude that the complaint does not warrant action
         by us. If we do we will explain to you why we have taken that view.

      Arbitration

      If we have been unable to resolve the dispute to your satisfaction, you
      have the right to refer the matter to our Consumer Arbitration Scheme.
      This is restricted to private customers where the claim is not more than
      (pound)50,000. You will be asked to make a payment of (pound)50 for this
      service.

      For claims falling outside the Consumer Arbitration Scheme, there is also
      a separate SFA Full Arbitration Scheme which is available by mutual
      agreement between yourself and the firm. If you arbitrate you may not seek
      to resolve the same dispute in the courts.

<PAGE>




      Dissatisfied with us?

      If you are unhappy with the way we have handled your complaint, you may
      write to the Complaints Commissioner. His is an independent role, the
      purpose of which is to oversee the work undertaken by the Complaints
      Bureau. He will not consider the merits of the complaint itself but will
      look at the way we have handled it and will consider whether we have dealt
      with it correctly, fairly and promptly. The Commissioner may require us to
      look at your complaint again. He reports to the Securities and Investments
      Board each year on our complaints handling process, and his annual report
      is published.


      Summary

      1. Make your complaint to the member firm in question.  Give the
         firm a reasonable opportunity to look into the matter.

      2. If dissatisfied with the firm's response, notify us in writing
         and we will investigate the complaint.

      3. We will try to arrange a settlement between you and the firm or
         we may conclude no further action is necessary.

      4. If no settlement is reached, you may have recourse to
         arbitration.

      5. If our handling of your complaint does not satisfy you, you can apply
         to the independent Complaints Commissioner for a review of the process.

<PAGE>




      Who to contact

      If you have tried unsuccessfully to get your complaint dealt with by the
      member firm and you want us to deal with the matter, write to:

      The Complaints Bureau,
      The Securities and Futures Authority,
      Cottons Centre,
      Cottons Lane,
      London SEl 2QB.

      If you have had your complaint dealt with by us but are unhappy with the
      way we have handled it, write to:

      The Complaints Commissioner.
      c/o SFA Tribunal Secretariat,
      Cottons Centre,
      Cottons Lane,
      London SEl 2QB.

<PAGE>




      Further information

      Further details are available concerning our complaints service and
      arbitration procedures:

      o  Consumer Arbitration Scheme Rules.

      o  Full Arbitration Scheme Rules.

      o  Annual Report of the Complaints Commissioner.


      Other publications

      "Putting the investor first!" An outline of SFA.

      o  Professional Dealing Handbook*

      o  Rulebook and amendment service*

      o  Board Notices*

      o  Membership Directory*

      o  Briefing, SFA's membership newsletter

      o  Annual Report and Accounts


        * Available by subscription


        SFA
        ---

        The Securities and Futures Authority Limited
        Cottons Centre
        Cottons Lane
        London SE1 2QB

        Tel: 071 378 9000
        Fax: 071 403 7569

        Registered in England and Wales No. 1998622
        Registered Office as above
        Published May 1994

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                          `Putting the investor first!'









                              AN OUTLINE OF THE SFA





















                      The Securities and Futures Authority

<PAGE>




<TABLE>
<CAPTION>
<S>                             <C>
PARLIAMENT                      Introduction
|
|                               The Securities and Futures Authority (SFA) is responsible for regulating
|                               firms involved in the securities and futures sectors of the financial
|                               services industry. Its aim is to promote and maintain high standards of
TREASURY                        integrity and fair dealing in the carrying on of investment business,
|                               thereby providing effective protection for the investor.
|
|                               The purpose of this leaflet is to outline SFA's role and briefly to
|                               describe what it does and how it does it. Those who are not familiar with
SECURITIES AND INVESTMENTS      UK financial services regulation will find this a useful introduction to
BOARD (SIBB)                    SFA. But before we take a closer look at SFA, it might be helpful to put
|                               it into a broader industry perspective.
|
|                               The history of the UK's financial services industry is well documented.
|                               Banking, insurance, shares trading and futures dealing have developed into
|--SFA*                         highly organised services and markets to make London one of the financial
|  SECURITIESS AND DELIVERIES   capitals of the world.
|  DEALERS AND ADVISERS
|                               As the markets in financial services developed, rules were introduced and
|                               continually refined so that business could be conducted in an orderly and
|                               fair manner. Of course, rules are not a guarantee of successful
|                               investment. There is risk. World events, government policies, natural
|--IMRO                         disasters or just simply corporate decisions and company performance all
|  FUND MANAGERS                influence the way prices move. Nevertheless, professionals in the industry
|                               apply knowledge, experience and skill in order to make the best judgement
|                               for their clients and for themselves. But there are those who through
|                               fraudulent of incompetent practice. place their clients' money in
|                               jeopardy. To combat this, Parliament introduced legislation which heralded
|--PIA**                        a new system of financial services regulations.
|  LIFE ASSURANCE AND UNIT
|  TRUST SALESMEN, FINANCIAL    With the primary aim of improving investor protection, the Financial
|  INTERMEDIARIES/INDEPENDENT   Services Act 1986 brought about a major restructuring in the way
|  FINANCIAL ADVISERS           investment services are regulated. Is became a criminal offence to carry
|                               on investment business if not authorised to do so. A new organisation, the
|                               Securities and Investments Board (SIB) was established to oversee the
|                               implementation of the Act.

*SFA WAS FORMED IN APRIL 1991   SIB devolved its powers so authorise and the task of day-to-day
FROM THE MERGER OF THE          enforcement to specialist self-regulatory organisations (SROs), though it
SECURITIES ASSOCIATION AND      retains the overall responsibility for ensuring that the regulatory system
THE ASSOCIATION OF FUTURES,     is meeting its obligations.
BROKERS AND DEALERS
                                SROs must ensure that investment businesses and individuals that come
**PIA (PERSONAL INVESTMENT      within their scope meet appropriate standards in order to be permitted to
AUTHORITY) WAS RECOGNIZED BY    undertake business.
SIB IN JULY 1994 AND IS
TAKING OVER THE REGULATORY
FUNCTIONS OF LAUTRO AND
FMBRA AND WILL BE
DE-RECOGNISED IN 1995.

<PAGE>




                                SFA's Role

INVESTOR PROTECTION...          SFA's role is to help protect investors, both private and professional,
                                from financial loss caused by members' insolvency, failure to meet
                                adequate standards of competence, or deliberate acts of deception.
 ... GOOD MARKET PRACTICE...     Furthermore, good market practice is one of London's attractions for
                                international business. SFA's aim is to deliver effective regulation which
                                will not stifle innovation or be so restrictive that business would be
 ... ATTRACTIVE TO INTERNATIONAL driven to competing international markets.
    BUSINESS


                                Member Firms

                                Firms regulated by SFA are involved in dealing or advising in securities
                                or derivatives. This encompasses shares, bonds, traded options, corporate
MEMBERS FIRMS ACTIVE ON:        finance, financial futures and commodities futures on metals, oil,
                                cereals, coffee and others. Firms regulated by SFA are active on many UK
                                and overseas exchanges. Their earnings make a significant contribution to
-- LONDON STOCK EXCHANGE        the British economy.

                                SFA has 1300 member firms. Many of them have a long and successful
-- LONDON INTERNATIONAL         business pedigree; others are newer ventures created in response to demand
   FINANCIAL FUTURES AND        for new or specialised products and services. Most are located in London
   OPTIONS EXCHANGE             where the organised   markets are, some are in other UK cities and towns
                                serving the needs of their regional client base.

                                The greater proportion are UK firms but significant numbers are
-- LONDON METAL EXCHANGE        incorporated overseas, notably in North America, Japan and Western
                                Europe, with branches in the UK.

                                Member firms will state their membership of SFA on their stationery or
-- INTERNATIONAL PETROLEUM      advertisements. An updated list of members is published from time so time,
   EXCHANGE                     and a claim to membership can always be verified by checking with SFA.

                                Whatever their activities or origin, all member firms endorse the
-- LONDON COMMODITIES           principles of self regulation and through the payment of subscriptions
   EXCHANGE                     cover the cost of its administration. The taxpayer does not pay for
                                investor protection.

                                Through representation on the Board and in committees, members help to
-- OPTIONS MARKET, LONDON       develop and refine the rules by bringing to bear their practical
                                knowledge and experience. Furthermore, there is a senior person in each
                                firm directly responsible for ensuring that this is in compliance with the
-- OVERSEAS EXCHANGES           rules.

<PAGE>




                                The Process

                                The regulatory process undertaken by SFA has four main parts:

                                Authorisation -- This is the initial vetting of a firm to ensure that it is
                                suitable to be permitted to conduct investment business. Firms that seek
                                authorisation must provide information which demonstrates that they are
                                adequately funded, have viable business plans, that their management
AUTHORISATION OF FIRMS...       and staff are suitably experienced and competent and that there is no
                                history of malpractice. SFA check the information and if applicant firms
                                are considered to be "fit and proper" they are granted authorisation (i.e.
                                licensed) and become members of SFA. They are obliged to comply with SFA's
                                rules.

                                Authorisation includes the individual registration of directors, managers
                                and investment staff in the firm. Some will have to take an examination
                                to show that they understand the fundamentals of market practice and
                                regulation. Those who are not registered are not permitted to deal or to
                                give customer advice.

 ...AND KEY INDIVIDUALS          Monitoring is an important task for SFA. Once a firm has been authorised,
                                and becomes a member, it is not the end of the regulatory story. All
                                members are required to provide a wide range of financial and other
                                information to SFA on a regular basis and sometimes upon special request.
                                Teams of inspectors make routine visits to firms to check on their
MONITORING TO CHECK             compliance with the rules. In some cases the visits may be made without
COMPLIANCE WITH THE RULES       warning.

                                If the monitoring process uncovers non-compliance with rules, steps are
                                quickly taken by SFA to ensure that the investors' interests are
                                protected. In most instances the "infringement" is only of a minor
                                administrative nature offering no immediate danger to the investor. Firms
                                usually put things right as soon as it is brought to their attention.

DETAILED INVESTIGATION WHEN     Investigation -- Where a more serious breach of rules is suspected either
NON-COMLIANCE IS SUSPECTED      as a result of routine monitoring, or from reports received from other
                                sources, a more focussed investigation is undertaken to gather the
                                relevant facts. Monitoring and investigation may sometimes involve liaison
                                with other UK and overseas regulatory authorities.

PROSECUTION CAN RESULT IN       Prosecution -- If the investigators feel that a member has committed a
DISCIPLINE OF MEMBER FIRMS      serious breach of the rules, or if other good reason exists, the case is
                                considered at a more formal level. If the judgement is against the firm
                                the nature of the breach will determine the penalty. It could be a
                                warning, a direction, a fine, a temporary order to stop trading or
                                expulsion from membership i.e. de-authorisation. SFA cannot undertake
                                criminal prosecution through the courts. Should such a prosecution be
                                necessary the results of SFA's investigations are passed to a relevant
                                body e.g. the Department of Trade and Industry or the Police.
<PAGE>




                                Complaints and Arbitration

                                Member firms are expected to service their
                                customers' needs with skill and consideration.
                                Occasionally things go wrong and a customer may
                                have a complaint. Where the firm and its
                                customer are unable to reach agreement between
                                themselves the customer can refer the matter to
                                SFA's Complaints Bureau. The Bureau will
                                consider the complaint and attempt to resolve
                                the
INVESTORS CAN COMPLAIN TO SFA dispute between both parties Arbitration
procedures are also available if ABOUT ITS MEMBERS the firm's customer is not
satisfied with the findings of the Bureau.

                                The work of the Complaints Bureau is overseen by a completely independent
                                Complaints Commissioner. His role is not to re-examine the detail of cases
AN INDEPENDENT COMMISSIONER but to determine if they have been dealt with
properly and fairly by the CHECKS SFA'S COMPLAINTS Bureau. The Commissioner
publishes an annual report on the work of the PROCEDURES Bureau which is widely
circulated.


                                  Organisation

                                SFA has over two hundred full time staff
                                reporting to the Chief Executive. He is
                                supported directly by an executive team, each
                                member of which has
POLICY DETERMINED BY SENIOR senior management responsibility for a specific
aspect of SFA's activity. PRACTICIONERS AND INDEPENDENTS SUPPORTED BY A
PROFESSIOINAL Overseeing the work of the executive is the Chairman and Board of
EXECUTIVE AND STAFF Directors. These are not employees of SFA but are either
senior
                                practitioners from member firms or persons
                                independent of SFA and its firms who represent
                                the interests of the investor. The Board
                                delegates responsibility for the detail of
                                policy, rulemaking and disciplinary procedures
                                to specialist committees which are also composed
                                of practitioners and independents. Supported by
                                a professional staff, this combination provides
                                for effective and flexible self-regulation.

REGULAR CONTACT WITH
GOVERNMENT BODIES,              Public Relations
'CITY INSTITUTIONS,
PROFESSIONAL BODIES AND SFA's communication with the public, Parliament, `City'
institutions, THE PRESS professional bodies and other regulators, at home and
abroad, plays an
                                important part in the process of developing
                                confidence in SFA members' businesses and in
                                furthering the success of the regulatory system
                                as a whole. Accordingly SFA maintains regular
                                contact with the press and other media. Press
                                coverage of disciplinary action taken by SFA
                                acts as a reassurance to the public and to the
                                financial community that SFA is actively seeking
                                to help promote good practice in London's
                                markets.

</TABLE>
<PAGE>




      Further information

      More details are available on the various aspects of SFA's work and what
      it does to put the investor first.


      Other publications include:

      o  Rule Book and amendment service*

      o  Professional Dealing Handbook*

      o  Board Notices*

      o  Membership Directory*

      o  Briefing, SFA's Membership newsletter

      o  Annual Report and Accounts (with Regulatory Plan)

      o  Complaints Bureau

      o  Annual Report of the Complaints Commissioner

      o  Annual Report of the Chairman of the Arbitration Panel

      o  Consumer Arbitration Scheme

      o  Full Arbitration Scheme Rules

      o  Membership Application Pack**

      o  Available by subscription

      ** For applicant firms (after a preliminary discussion)


      SFA

      The Securities and Futures Authority Limited
      Cottons Centre
      Cottons Lane
      London SE1 2QB

      Tel:  071 378 9000
      Fax:  071 403 7569

      Registered in England and Wales No 1998622
      Registered Office as above
      Fifth edition July 1994


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