CRIIMI MAE INC
INT'L SWAP DEALERS ASSOC. MASTER AGMT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>sch_isda-mstagmt2.txt
<DESCRIPTION>INT'L SWAP DEALERS ASSOC. MASTER AGMT
<TEXT>

(Multicurrency - Cross Border)

                                                                Exhibit 10.1

                                    ISDA(R)
                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

                           dated as of June 26, 2003




BEAR, STEARNS INTERNATIONAL LIMITED and CRIIMI NEWCO, LLC and CBO REIT II, INC.

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

Accordingly, the parties agree as follows: --

1.      Interpretation

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

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

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

2.      Obligations

(a) General Conditions.

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

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

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



           Copyright(C)1992 by International Swap Dealers Association, Inc.


<PAGE>

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

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

     (i) in the same currency; and

     (ii) in respect of the same Transaction,

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

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

(d) Deduction or Withholding for Tax.

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

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

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

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

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

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

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


                                                                     ISDA(R)1992

<PAGE>

                (ii) Liability. If: --

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

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

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

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

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

3. Representations

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

(a) Basic Representations.

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

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

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

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

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


                                       3                             ISDA(R)1992

<PAGE>

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

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

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

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

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

4. Agreements

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

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

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

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

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

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

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

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

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

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

                                       4                             ISDA(R)1992

<PAGE>

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

5. Events or Default and Termination Events

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

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

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

                (iii) Credit Support Default.

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

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

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

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

                (v) Default under Specified Transaction.  The party, any Credit
                 Support  Provider of such party or any  applicable  Specified
                 Entity  of such  party (1)  defaults  under a  Specified
                 Transaction  and,  after  giving  effect  to any  applicable
                 notice requirement or grace period,  there occurs a liquidation
                 of, an acceleration  of obligations  under, or an early
                 termination of, that Specified  Transaction,  (2) defaults,
                 after giving effect to any applicable notice  requirement or
                 grace period, in making any payment or delivery  due on the
                 last  payment,  delivery or exchange  date of, or any payment
                 on early  termination of, a Specified  Transaction  (or such
                 default  continues  for at least three Local  Business  Days if
                 there is no  applicable notice  requirement or grace period)
                 or (3)  disaffirms,  disclaims,  repudiates or rejects,  in
                 whole or in part, a Specified Transaction (or such action is
                 taken by any person or entity appointed or empowered to operate
                 it or act on its behalf);

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

                                       5                             ISDA(R)1992

<PAGE>

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

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

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

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

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

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

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

                                       6                             ISDA(R)1992

<PAGE>


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

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

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

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

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

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

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

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

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

                                       7                             ISDA(R)1992

<PAGE>

6. Early Termination

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

(b) Right to Terminate Following Termination Event.

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

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

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

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

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

                (iv) Right to Terminate. If:--

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

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

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

                                       8                             ISDA(R)1992

<PAGE>

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

(c) Effect of Designation.

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

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

(d) Calculations.

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

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

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

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

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

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

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

                                       9                             ISDA(R)1992

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                       10                            ISDA(R)1992

<PAGE>

7. Transfer

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

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

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

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

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

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

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

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

                                       11                            ISDA(R)1992


<PAGE>


9. Miscellaneous

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

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

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

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

(e) Counterparts and Confirmations.

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

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

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

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

10. Offices; Multibranch Parties

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

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

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

11. Expenses

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

                                       12                            ISDA(R)1992

<PAGE>


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

12. Notices

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

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

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

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

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

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

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

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

13. Governing Law and Jurisdiction

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

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

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

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

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

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

                                       13                            ISDA(R)1992

<PAGE>

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

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

14. Definitions

As used in this Agreement: --

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

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

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

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

"Applicable Rate" means: --

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

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

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

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

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

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

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

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

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

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

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

                                       14                            ISDA(R)1992

<PAGE>

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

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

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

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

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organised, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

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

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

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

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

                                       15                            ISDA(R)1992

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

                                       16                            ISDA(R)1992

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

                                       17                            ISDA(R)1992

<PAGE>

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

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


BEAR, STEARNS INTERNATIONAL LIMITED            CBO REIT II, INC.


/s/Timothy Murray                              /s/David B. Iannarone
----------------------------------             -------------------------------
Name:  Timothy Murray                          Name:  David B. Iannarone
Title: Authorized Signatory                    Title: Executive Vice President
                                                       and Chief Operating
                                                       Officer

CRIIMI NEWCO, LLC


/s/David B. Iannarone
-----------------------------------
Name:  David B. Iannarone
Title: Executive Vice President
        and Chief Operating Officer
















                                       18                            ISDA(R)1992

</TEXT>
</DOCUMENT>
