EXHIBIT NO. 10.01(a)
Cargill Investor Services, Inc.
[CIS LOGO]

FUTURES ACCOUNT AGREEMENT
INSTITUTIONAL INTERNATIONAL

In consideration of the agreement of Cargill Investor Services, Inc. ("CIS") to act as broker for the Customer in the purchase or sale of futures (which term shall include contracts relating to immediate or future delivery of commodities, financial futures and options) Customer agrees, in respect to all futures accounts which the Customer now has or may at any future time have with CIS, or its successors, including accounts closed and then reopened, as follows:

1. AUTHORIZATION. Orders for the purchase or sale of futures shall be received and executed with the express intent that actual delivery is contemplated. All transactions shall be subject to the constitution, by-laws, rules, regulations, customs and usages of the exchange or market where executed (and of its clearing house if any) and to any applicable law, rule and regulation, including but not limited to, the provisions of the Commodity Exchange Act, as amended, and the rules and regulations thereunder, and CIS shall have no liability to the Customer as a result of any action taken by CIS to comply with the foregoing. The foregoing provision is intended solely for the protection and benefit of CIS and any failure by CIS to comply with exchange rules, regulations, customs and usages shall not relieve the Customer of any obligations under this agreement nor be construed to create rights hereunder in favor of the Customer. CIS reserves the right to refuse to accept any order.

2. BROKER'S LIEN. To secure any indebtedness or other obligation owed by the Customer to CIS, CIS is hereby granted a lien on all of the Customer's property at any time held by CIS.

3. TRANSFER OF FUNDS. CIS may without notice transfer any money or other property interchangeably between any accounts of the Customer. In the event that at any time the Customer has an account in futures or options which comes under the regulation of the Commodity Futures Trading Commission ("CFTC") and also an account in non-CFTC regulated futures or options, the Customer hereby authorizes CIS, without prior notice to the Customer to transfer from the Customer's regulated Futures Account to its non-regulated account such amount of excess funds as in CIS' judgment may be reasonably required to avoid the calling of margins for such other account.

4. MARGINS. The Customer recognizes that margin deposits are due and must be paid immediately upon entering into positions on futures exchanges and from time to time as market conditions dictate and agrees to make such deposits immediately on demand. CIS shall have the right to set and revise margin requirements. Customer acknowledges CIS' right to limit, with notices to Customer, the number of open positions which Customer may maintain or acquire through CIS.

5. CUSTOMER'S OBLIGATIONS. The Customer agrees to pay promptly on demand any and all sums due to CIS for monies advanced, with interest thereon at 1% over the prime rate. The Customer agrees to pay when due, CIS' charges for commissions at rates established between CIS and the Customer.

6. LIQUIDATION OF POSITIONS. CIS shall have the right, in the event the Customer fails to timely discharge its obligations to CIS, or in the event that a petition in bankruptcy or for the appointment of a receiver is filed by or against the Customer, to sell any or all futures, or other property in any account of the Customer and to buy any or all futures which may be short in any account of the Customer, and to close out and liquidate any and all outstanding contracts of the Customer, and any such sales or purchases may be made at CIS' discretion on any exchange or other market where such business is then usually transacted; it being understood that a prior demand, or call, or prior notice of the time and place of such sale or purchase, if any be given, shall not be considered a waiver of CIS' right to sell or to buy without demand or notice as herein provided. The Customer shall at all times be liable to CIS for the payment of any debit balance owing in the accounts of the Customer with CIS, and shall be liable for any deficiency remaining in any such account in the event of the liquidation thereof in whole or in part, and shall be liable for any reasonable costs of collection including attorney's fees.

[CIS LOGO]

7. NOTICES. Any notices and other communications may be transmitted to the Customer at the address, or telephone number given herein, or at such other address or telephone number as the Customer hereafter shall notify CIS in writing. All notices or communications shall be deemed transmitted when telephoned or deposited in the mail, sent via facsimile or computer by CIS. Confirmations, purchase and sale statements and account statements shall be deemed accurate unless written objection is delivered within 10 business days from the date of such notice to CIS, Sears Tower, Suite 2300, 233 S. Wacker Drive, Chicago, Illinois 60606, Facsimile No. (312) 460-4015, Attention:
Compliance Officer.

8. COMMUNICATION DELAYS. CIS will not be responsible for delays or failure in the transmission of orders caused by a breakdown of communication facilities or by any other cause beyond CIS' reasonable control.

9. ACKNOWLEDGMENT. The Customer acknowledges that CIS is a wholly-owned subsidiary of Cargill, Incorporated and that the market recommendations of CIS may or may not be consistent with the market position or intentions of Cargill, Incorporated, its subsidiaries and affiliates. The market recommendations of CIS are based upon information believed to be reliable, but CIS cannot and does not guarantee the accuracy or completeness thereof or represent that following such recommendations will eliminate or reduce the risks inherent in trading futures.

10. NOTIFICATION OF RECORDING. CIS is hereby granted permission to record telephone conversations between its employees and the Customer.

11. INDEPENDENT AGENTS. If Customer's account is carried by CIS only as the clearing broker, Customer acknowledges that CIS has no responsibility for the actions of the introducing broker or executing broker. Customer agrees to indemnify and hold CIS harmless, for any actions or omissions of such introducing broker or executing broker.

12. LIMITATION OF ACTIONS. Any action against CIS must be instituted within two years of the action/or inaction giving rise to the alleged claim.

13. BINDING EFFECT. This agreement shall be irrevocable as long as the Customer shall have any account with CIS; it shall be binding upon the Customer and upon the Customer's administrators, and assigns; it can be amended only in writing duly signed by the Customer and an officer of CIS.

14. CUSTOMER REPRESENTATION. Customer represents and warrants that Customer is under no legal disability which would prevent it from trading in futures or entering into this Agreement and that all information contained in the New Account Customer Fact Sheet is true, complete, and correct as of the date hereof. Customer will promptly notify CIS in writing of any changes in such information or any change in circumstances which would affect the representations and information given CIS or which would in any way affect Customer's ability to make any transactions contemplated by this Agreement.

15. EXPIRATION PROCEDURES. At least two business days prior to the first notice day in the case of long positions in futures or forward contracts, and at least two business days prior to the last trading day in the case of short positions in futures or forward contracts or long and short positions in options, Customer agrees to either give CIS instructions to liquidate or make or take delivery under such futures or forward contracts, or to liquidate, exercise or allow the expirations of such options, and will deliver to CIS sufficient funds and/or documents required in connection with exercise or delivery. If such instructions or such funds and/or documents, with regard to option transactions, are not received by CIS prior to the expiration of the option, CIS may allow such option to expire.

16. SECURITIES. THIS STATEMENT IS FURNISHED TO YOU BECAUSE RULE 190.10(c) OF THE COMMODITY FUTURES TRADING COMMISSION REQUIRES IT FOR REASONS OF FAIR NOTICE UNRELATED TO THIS COMPANY'S CURRENT FINANCIAL CONDITION:
(1) YOU SHOULD KNOW THAT IN THE UNLIKELY EVENT OF THIS COMPANY'S BANKRUPTCY, PROPERTY, INCLUDING PROPERTY SPECIFICALLY TRACEABLE TO YOU, WILL BE RETURNED, TRANSFERRED OR DISTRIBUTED TO YOU, OR ON YOUR BEHALF, ONLY TO THE EXTENT OF YOUR PRO RATA SHARE OF ALL PROPERTY AVAILABLE FOR DISTRIBUTION TO CUSTOMERS. (2) NOTICE CONCERNING THE TERMS FOR THE RETURN OF SPECIFICALLY IDENTIFIABLE PROPERTY WILL BE BY PUBLICATION IN A NEWSPAPER OF GENERAL CIRCULATION. (3) THE COMMISSION'S REGULATION CONCERNING BANKRUPTCY OF COMMODITY BROKERS CAN BE FOUND AT 17 CODE OF FEDERAL REGULATIONS PART 190.

17. JURISDICTION. The Customer understands that this contract will not be binding on CIS until accepted and approved by one of its authorized officers at its headquarters in Chicago, Illinois, U.S.A. ACCORDINGLY, THE CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE FORMATION OF THIS CONTRACT CONSTITUTES THE MAKING OF A CONTRACT WITHIN THE STATE OF ILLINOIS, FURTHER AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS WITH RESPECT TO ALL DISPUTES ARISING OUT OF THIS CONTRACT, WAIVES ANY AND ALL OBJECTIONS TO PERSONAL JURISDICTION WITHIN THE STATE OF ILLINOIS, AND AGREES THAT PROCESS MAY BE SERVED ON THE CUSTOMER IN ANY SUCH PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF THE LAWS OF ILLINOIS WITH RESPECT TO SERVICE OF PROCESS OF NON-RESIDENTS. THIS AGREEMENT IS MADE UNDER AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, U.S.A., IN ALL RESPECTS, INCLUDING CONSTRUCTION AND PERFORMANCE THE UNDERSIGNED UNDERSTANDS AND ACCEPTS THAT AS A U.S. COMPANY, CIS IS SUBJECT TO THE JURISDICTION AND POWERS (INCLUDING COMPULSORY DISCLOSURE OF DOCUMENTS SUCH AS BUT NOT LIMITED TO, CUSTOMER ACCOUNT RECORDS) OF U.S. COURTS AND GOVERNMENT AGENCIES.

18. RESPONSIBILITY OF AGENTS. If applicable, the CIS agents and representatives who are not domiciled in the U.S. shall be in no manner held responsible for the performance by CIS of its obligations under this Agreement.

19. REGULATION 15.05. Pursuant to regulation 15.05 of the Commodity Futures Trading Commission, CIS is deemed to be agent of the Customer for purposes of accepting delivery and service of any communication issued by or on behalf of the Commission to the Customer with respect to any futures contracts which are or have been maintained in any accounts with CIS. If the Customer is a foreign broker CIS shall also be deemed the agent of its Customers for the above purpose. CIS shall transmit any such communications promptly to the Customer. This section shall not apply if the Customer has furnished CIS with a copy of a written agency agreement in compliance with regulation 15.05(D).

20. REGULATION 21.03. The Customer has read and understood the provisions of regulation 21.03 of the Commodity Futures Trading Commission as provided in this document package.

21. GIVE-UP PROCEDURES. The executing brokers shown on the list delivered to CIS will execute orders for Customer as transmitted by Customer or its Agent to the executing broker, and will report a fill to Customer in a timely fashion. CIS, if it has given prior written notice to the executing broker, may place limits on the positions it will accept for give-up for the Customer's account. Executing broker will bill commissions for executing trades to CIS, in the amount agreed from time to time, on a monthly basis. CIS shall be responsible for verifying billing and making payment. CIS shall charge the commissions to Customer's Account.

22. LONDON METALS EXCHANGE TRADING. The London Metals Exchange Limited ("LME") is a principal-to-principal market. Cargill Investor Services Limited ("CISL"), is a dealing member of the LME and has appointed CIS as its agent for the purpose of issuing LME Client Contracts and for buying, selling and trading, and all actions consequent to trading in LME contracts on CISL's behalf. The Customer's contractual counterparty is CISL. Any issues or questions relating to LME Client Contracts should be addressed to CIS who will forward them to CISL.

23. INTERPRETATION. The section headings are for convenience of reference only and shall not affect the meaning or construction of any provision of this agreement.

EXHIBIT NO. 10.01(b)
ADM Investor Services, Inc.

CUSTOMER AGREEMENT

To: ADM Investor Services, Inc. 141 West Jackson Blvd. Chicago, IL 60604

Gentlemen:

In consideration of the acceptance by ADM Investor Services, Inc. ("ADMIS") acting as broker, of one or more accounts of the undersigned ("Customer") for the purchase or sale of commodity futures, commodity options, forward contracts, foreign exchange, physical or cash commodities, and exchange for physical ("EFP") transactions (Collectively "contracts") it is agreed as follows:

1. Customer acknowledges the following:

(a) The purchase and sale of commodity futures contracts, exchange-traded and dealer options (commodity options) is speculative, involves a high degree of risk and is suitable only for persons who can assume the risk of loss in excess of their margin deposits or of the entire option cost. Customer understands that because of the low margin normally required in commodity futures trading, price changes in commodity futures contracts may result in significant Customer losses, which losses may substantially exceed Customer's margin deposits and any other deposits he may make. Customer also acknowledges that he has received, has read and understands this agreement.

(b) Customer authorizes ADMIS to execute such transactions for the Customer's account and exercise commodity options for Customer's account in accordance with Customer's oral or written instructions. ADMIS shall have the right to refuse to accept any orders. ADMIS shall also have the right to tape record all telephone conversations with customer.

(c) Customer understands that ADMIS or its affiliates will at times act as principal in regard to cash, forward, or foreign exchange transactions.

(d) ADMIS shall not be responsible to Customer in any case for a floor brokers' liability to execute orders, or for error or negligence on the part of floor brokers who are not employees of ADMIS. Furthermore, ADMIS is not obligated to quote a price for any principal transaction.

(e) The Customer acknowledges that the execution of a futures contract always anticipates making or accepting delivery. Customer hereby authorizes ADMIS to take all action deemed necessary by ADMIS in the event ADMIS takes physical delivery for customer and customer hereby agrees to indemnity ADMIS from all costs associated therewith, ADMIS may, in its sole discretion, liquidate any short position in Customer's account if Customer has not delivered to ADMIS certificates, receipts, or other appropriate instruments of delivery at least seven days prior to the last trading day of the futures contract.

(f) Customer acknowledges the right of ADMIS to limit, without notice to Customer, the number of open positions which Customer may maintain or acquire through ADMIS.

2. Customer shall deposit with ADMIS (1) the applicable initial and maintenance requirements; pay interest, commission charges in effect from time to time, (which commissions may be shared by more than one of customers agents) and other costs to ADMIS occasioned by carrying the account of the customers; (2) deposit the amount of any deficit balance that may result from transactions executed by ADMIS for Customer's account, and (3) pay the interest and service charges on any Customer deficit balances at the rates customarily charged by ADMIS together with ADMIS's cost and attorney's fees incurred in collecting any such deficit or defending claims brought by Customer in which ADMIS is the prevailing party.

3. Customer understands and acknowledges that ADMIS, acts as agent for all transactions which are executed on commodity futures exchanges and among other requirements, is financially liable to the exchange clearing houses of which it is a member and to the clearing members through which it clears transactions on exchanges of which it is not a clearing member, for deficit balances occurring in the Customer's accounts; because of this, ADMIS is the guarantor of the financial responsibility of the Customer. Therefore, Customer agrees to hold ADMIS harmless with respect to any and all losses sustained by ADMIS resulting from deficit balances which may occur in the Customer's account.

4. Customer shall, without notice or demand from ADMIS, at all times, maintain adequate margins, so as continually to meet the margin requirements established by ADMIS. Such margin requirements established by ADMIS, in its sole and absolute discretion, may exceed the margin requirements set by any commodity exchange, or other regulatory authority. Customer agrees, when required, to wire transfer margins to ADMIS or any monies so required, and to furnish ADMIS with names of bank officers for immediate verification of such transfers.

5. If, at any time, Customer's account does not contain the amount of margin required by ADMIS, or by any exchange, clearing house or other regulatory authority, ADMIS may, at its sole and absolute discretion, at any time or from time to time, without notice to Customer, close out Customer's open positions in whole or in part or take any other action it deems necessary to satisfy such requirements, including, but not necessarily limited to, transferring funds from other accounts of customer including transfers between CFTC Segregated and other accounts. Failure of ADMIS to so act in such circumstance, in whole or in part, shall not constitute a waiver of its rights so to do any time or from time to time thereafter, nor shall ADMIS be subject to any liability to Customer for its failure so to act. In addition, ADMIS has the right, but not the obligation, to liquidate the account(s) upon receipt of notice of the death of customer (if applicable).

6. All monies, securities negotiable instruments, forward contracts, foreign exchange contracts, physical or cash contracts, commodity options, open position in futures contracts and commodities, or other property now or at any future time in Customer's account, or held by ADMIS or its affiliates for Customer, are hereby pledged with ADMIS, and shall be subject to a security interest in ADMIS's favor to secure any indebtedness, at any time, owing from Customer to ADMIS without regard to whether or not ADMIS or its affiliates has made advances with respect to such property. Customer will not cause or allow any of the property held in his accounts to be subject to any other liens, security interests, mortgages or other encumbrances without the express written approval of ADMIS.

7. Customer understands that obligations arising out of transactions denominated and/or paid for in currencies other than U.S. Dollars may be converted to U.S. Dollars at the discretion of ADMIS at an exchange rate determined by ADMIS at its discretion based on prevailing market rates and customer will be required to pay ADMIS in U.S. Dollars.

8. Customer acknowledges that: (1) any market recommendations and information communicated to Customer by ADMIS do not constitute an offer to sell, or the solicitation of an offer to buy any commodity, or any commodity futures contract; (2) such recommendations and information, although based upon information obtained from sources believed by ADMIS to be reliable, may be incomplete and may not be verified; and (3) ADMIS makes no representation, warranty or guarantee as to, and shall be responsible for, the accuracy or completeness of any information or trading recommendation furnished to Customer. Customer understands that ADMIS and/or its officers, directors, affiliates, stockholders or representatives may have a position or positions in and may intend to buy or sell commodities or commodity futures contracts, which are the subject

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of market recommendations furnished to Customer, and that the position or positions of ADMIS or any such officer, director, affiliate, stockholder, or representative may or may not be consistent with the recommendations furnished to Customer by ADMIS.

9. All transactions by ADMIS on Customer's behalf shall be subject to the applicable constitution, rules, regulations, customs, usages, rulings, and interpretations of the exchanges or markets on which such transactions are executed by ADMIS or its agents for Customer's account (such as the Board of Trade of the City of Chicago, The Chicago Mercantile Exchange, and the MidAmerica Commodity Exchange and the clearing houses affiliated with each, if any) and to all applicable governmental acts and statutes (such as the Commodity Exchange Act of the Commodity Futures Trading Commission Act of 1974) and to rules and regulations made thereunder; ADMIS shall not be liable to Customer as a result of any action taken by ADMIS, or its agents, to comply with any such constitution, rule, regulation, custom, usage, ruling, interpretation, act or statue. If Customer is subject to regulation, Customer agrees that ADMIS has no duty to ascertain or ensure that Customer is in compliance with any governing statutes or rules.

10. If, at any time, Customer shall be unable to deliver to ADMIS any security, commodity or other property previously bought or sold by ADMIS on Customer's behalf, Customer authorizes ADMIS, in its discretion, to borrow or to buy any security, commodity, or other property necessary to make delivery thereof, and Customer shall pay and indemnify ADMIS for any cost, loss, and damage (including consequential costs, losses and damages) which ADM may sustain thereby and any premiums which ADMIS may be required to pay thereon, and for any cost, loss and damage (including consequential costs, losses, and damages) which ADMIS may sustain thereby and any premiums which ADMIS may be required to pay thereon, and for any cost, loss and damage (including consequential costs, losses and damages) which ADMIS may sustain from its inability to borrow or buy any such security, commodity or other property.

11. Customer acknowledges and agrees that ADMIS shall not be responsible to Customer for any losses resulting from conduct or advice (including but not limited to errors and negligence) on the part of any broker/dealer, futures commission merchant, introducing broker, commodity trading advisor, or any other person or entity introducing Customer to ADMIS or having trading authority over the account of Customer at ADMIS. Customer specifically agrees that ADMIS shall have no obligation to supervise the activities of any such person or entity and Customer will indemnify ADMIS and hold ADMIS harmless from and against all losses, liabilities, and damages (including attorney's fees) incurred by ADMIS as a result of any actions taken or not taken by such person or entity.

12. Customer authorizes ADMIS to contact such banks, financial institutions, credit agencies, and other references as ADMIS shall deem appropriate from time to time verify the information regarding Customer which may be provided by Customer. Customer understands that an investigation may be made pertaining to his personal and business credit standing and that Customer may make a written request within a reasonable period of time for complete and accurate disclosure of its nature and scope.

13. ADMIS shall not be responsible for delays in the execution of orders due to breakdown, or failure of transmission, or communication facilities, or to any other cause beyond ADMIS's control.

14. Confirmation of trades, contracts statements of account, margin calls, and any other notices sent by ADMIS to Customer shall be sent to the address shown in and to the attention of the person(s) named in the "Commodity Agreement" and they shall be conclusively deemed accurate and complete, if not objected to, in writing, prior to the opening of trading on the contract market on which such transaction occurred on the next business day following the day on which such communication was first received. The price at which an order is executed shall be binding notwithstanding the fact an erroneous report is made. An order which was executed but in error reported as not executed shall be binding. Customer shall direct all objections to ADM Investor Services, Inc., 141 West Jackson Boulevard, Suite #1600A, Chicago, Illinois 60604, Phone No. (312) 435-7000.

15. All transactions for or on Customer's behalf shall be deemed to be included in a single account whether or not such transactions are segregated on ADMIS's records into separate accounts, either severally or jointly with others, for purposes including reportable positions as required by regulatory authorities.

16. The Agreement, including all authorizations, shall insure to the benefit of ADMIS, its successors and assigns and shall be binding upon Customer and Customer's personal representatives, executors, trustees, administrators, agents, successors, and assigns. In the event that Customer's financial condition becomes unsatisfactory to ADMIS, in its sole discretion, or that a petition, voluntary or involuntary, in bankruptcy to reorganize, or to effect a composition or extension, is filed by or against Customer, or in the event a receiver is appointed of Customer's property or business in any proceeding whatsoever, state or federal, or in the event of Customer's legal incapacity or death (and whenever the Customer consists of more than one person, then upon the occurrence or any of the aforementioned contingencies to any of them), ADMIS may, at its sole and absolute discretion, either continue to carry or close and liquidate the account of Customer, including the covering of short positions, exercise of options or offset of forward contracts and foreign exchange contracts subject to no liability to the personal representatives, executors, trustee, administrators, agents, successors or assigns of Customer for the use of such discretion.

17. The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any thereof shall not preclude or inhibit the exercise of additional rights or remedies.

18. Customer agrees that ADMIS may, from time to time, change the account number assigned to any account covered by this Agreement, and that this Agreement shall remain in full force and effect. Customer agrees further that this account, as well as all additional accounts opened by him at ADMIS, shall be covered by this same Agreement with the exception of any new account for which a new Customer Agreement is signed.

19. All actions or proceedings arising directly, indirectly or otherwise in connection with, out of, related to, or from this Agreement or any transaction covered hereby shall be governed by the law of Illinois and may, at the discretion and election of ADMIS, be litigated in courts whose situs in within Illinois.

20. Customer represents that (1) he/she is (or, if Customer is a corporation, that each officer and director is, if Customer is a partnership, that each partner is) an adult of sound mind and is under no legal disability which would prevent him/her form trading in commodities, commodity futures contracts, options contracts, forward contracts, foreign exchange or other physical or cash contracts therein or entering into this Agreement; (2) he/she is (or its officers and directors or its partners are) authorized to enter into this Agreement.

    Name (Print)______________________      Name (Print)_______________________

X   Name (Signature)__________________   X  Name (Signature)___________________
              Customer/Officer/Partner                 Customer/Officer/Partner

                   Date_______________                      Date_______________

Exhibit No. 10.01(c) Fimat USA, Inc.

CUSTOMER AGREEMENT

In consideration of the acceptance by FIMAT USA, Inc. ("FIMAT") of one or more accounts (the "Account(s)") of the undersigned ("Customer"), and of FIMAT acting as broker for Customer, the Customer agrees as follows:

I. RISKS AND AUTHORITY

A. RISKS OF COMMODITY TRADING. In addition to the Commodity Futures Trading Commission ("CFTC") mandated Risk Disclosure Statement attached hereto, Customer understands that (i) Customer may be trading in commodity futures contracts, options on commodity futures contracts, foreign futures contracts and options on foreign futures contracts (collectively, "Commodity Futures Contracts"), securities and securities options (collectively, "Securities"), derivative instruments, spot and forward contracts, physical commodities, cash and other properties and options thereon (collectively, "Other Account Instruments") and/or currencies and foreign exchange contracts and options thereon ("Forex," and together with Commodity Futures Contracts, Securities, Other Account Instruments and Forex being herein collectively defined as "Commodities"), and such trading is highly speculative, (ii) prices are subject to sharp upward and downward movements, (iii) price fluctuations may result in losses which substantially exceed the capital in Customer's Account(s), (iv) on trading days on which the subject of Customer's trading reaches its permissible exchange price limit, trading may cease, as a result of which Customer may be locked into substantial losses, and (v) in transactions on exchanges on which foreign currency is used, any profit or loss may be affected by exchange rate fluctuations. Customer is willing and able, financially and otherwise, to assume the risks of such trading. Customer recognizes that assurance of profit or freedom from loss is impossible to guaranty. Customer has received no assurance and will place no orders in reliance on any such assurance or similar representations. Customer understands that FIMAT may without notice to Customer exercise any of the remedies listed in Sections III.O and IV hereof if Customer fails to maintain adequate margin or if any other event of default occurs. Customer agrees to review carefully each confirmation statement FIMAT sends Customer and notify FIMAT immediately in accordance with Section III.F hereof.

B. FIMAT'S AUTHORITY AND RESPONSIBILITY. Customer authorizes FIMAT to purchase and sell Commodities, as agent for Customer's Account(s) in accordance with the oral or written instructions of Customer or persons authorized in writing to act, or persons reasonably believed by FIMAT to be acting, on Customer's behalf. Unless Customer specifies to the contrary, FIMAT is authorized to execute all orders on any exchange or other market where such business is conducted which may be deemed by FIMAT, in its sole discretion, to be appropriate. Customer hereby waives any defense that any such instruction was not in writing, as may be required by any law, rule or regulation. FIMAT agrees to provide the services contemplated hereunder in any commercially reasonable manner.

Customer authorizes FIMAT or its agents to investigate Customer's credit standing and in connection therewith to contact such banks (including, without limitation, any of FIMAT's Affiliates, such as Societe Generale), financial institutions and credit agencies, as FIMAT shall deem appropriate to verify information regarding Customer. Customer authorizes FIMAT, in its sole discretion, to provide and/or exchange any financial information with respect to Customer with any of FIMAT's Affiliates.

C. INTRODUCED ACCOUNTS (ONLY IF APPLICABLE). Customer understands that Customer's Account(s) with FIMAT was introduced to FIMAT by an Intermediary (as defined in Section II.F below), and that, except for companies which are members of the FIMAT Group, the Intermediary is an independent business entity which is not in any way affiliated with or an agent of FIMAT. Customer hereby authorizes FIMAT to accept all orders and instructions from its Intermediary and hereby ratifies all orders and instructions which FIMAT believes in good faith to have been transmitted by its Intermediary on Customer's behalf, which FIMAT is authorized to act upon. If Customer is dealing with an Intermediary, make all checks payable to, and wire all funds directly to "FIMAT USA, Inc." FIMAT INTERMEDIARIES DO NOT HANDLE CUSTOMER FUNDS, EXCEPT TO FORWARD TO FIMAT CHECKS MADE OUT TO FIMAT.

D. Customer Representations and Warranties. Except as disclosed in writing to FIMAT prior to execution an( delivery of this Agreement or in a subsequent written notice from Customer to FIMAT, Customer represents an( warrants as follows: (1) Customer is not (a) a general partner, officer, director, more than ten percent owner correspondent, agent (or person associated with an agent), associated person, or employee of a futures commission merchant, commodity trading advisor, commodity pool operator, or an introducing broker, (b) a relative, spouse, o: relative of a spouse of any of the foregoing persons who shares the same home with any such person, (c) a member of an exchange or a director or employee of an exchange, bank, trust company, insurance company, or regulator or self-regulatory organization, or
(d) engaged individually or as an employee in the business of dealing, as broke or principal, in Commodities other items, documents of title relating to Commodities, bills of exchange

acceptances, or other forms of commercial paper, and if Customer becomes so employed or engaged Customer will promptly notify FIMAT in writing; (2) Customer, if applicable, (a) is duly organized and in good standing under the laws of the jurisdiction in which it was organized and in all jurisdictions where it is qualified to do business; (b), has the requisite capacity, power and authority to execute, deliver and perform its obligations under this Agreement and such Other Agreement, including without limitation, the granting of any security interests in the Collateral as contemplated hereby and thereby; (c) none of the execution, delivery or performance by Customer of its obligations under this Agreement or such Other Agreement conflict with the provisions of any material contract, agreement or instrument binding upon you or your properties, or the provisions of any law, statute, rule, regulation or decree, order or determination of any court of law applicable to Customer; and (d) no consent, authorization, permit or filing is required in connection with the execution, delivery and performance by Customer of this Agreement or such Other Agreement, except those that have been obtained or made and filings necessary to create, perfect and retain any security interest in, or lien upon, any Collateral for any of Customer's obligations to FIMAT; (3) Customer, if an individual, is of sound mind, legal age and legal competence; (4) no person other than Customer has or will have an interest in Customer's Account(s) except as otherwise disclosed in writing to FIMAT and (5) all the information provided in the Customer Application is true, correct and complete as of the date hereof and that Customer will promptly notify FIMAT of any material changes in such information.

E. CUSTOMER IS PRINCIPAL. Unless Customer has advised FIMAT in writing otherwise prior to execution and delivery of this Agreement, Customer is acting for Customer's Account(s) as principal and not as agent in transactions under this Agreement. Customer will give written notice to FIMAT before granting any person or entity any interest in Customer's Account(s) or undertaking to act as agent for any party with respect to Customer's Account(s).

II. DEFINITIONS (As used in the singular or plural)

A. AFFILIATE. "Affiliate" includes Societe Generale, FIMAT International Banque, SA and any of their affiliates or subsidiaries.

B. AGREED BY FIMAT. "Agreed by FIMAT" means an agreement in writing under the hand of a person whose name and signature at the material time appear on a list of authorized signatories maintained by FIMAT at its offices. A copy of the list is available for inspection upon reasonable notice at FIMAT's offices during usual business hours.

C. APPLICABLE LAW. "Applicable Law" shall have the meaning set forth in
Section III.A.3 below.

D. COLLATERAL. "Collateral" means all of Customer's right, title and interest in and to all goods and other property, including without limitation, Commodities, the Account(s), inventory, documents, accounts, general intangibles, chattel paper and all proceeds of such property including but not limited to interest on or profits from the Account(s). Any property en route to or allocated by any third party to FIMAT and/or any Affiliate shall be deemed "Collateral" for purposes of this Agreement.

E. COMMODITY EXCHANGE. "Commodity Exchange" means any exchange, association, contract market or clearing association, whether incorporated or unincorporated, or persons who are engaged in the business of buying or selling any commodity or receiving the same for sale on consignment.

F. INTERMEDIARY. "Intermediary" includes an introducing broker, fully disclosed futures commission merchant, foreign broker, or any other person or entity acting in a similar capacity.

G. LIABILITY. "Liability" means all Customer's obligations direct or indirect to FIMAT or its Affiliates of whatever form and however arising, including any indebtedness now or hereafter existing under this Agreement or any Other Agreement or any debit balances in the Account(s).

H. OTHER AGREEMENT. "Other Agreement" means any and all agreements, documents and instruments (including, without limitation, promissory note(s), security agreement(s), pledge agreement(s) and guaranty(s)) executed by or on behalf of Customer in favor of FIMAT and/or an Affiliate, as such agreements, documents and instruments may be amended, supplemented or otherwise modified. from time to time in accordance with their respective terms.

III. TERMS OF TRANSACTIONS

A. APPLICABLE RULES AND TERMS. The Account(s) and all transactions and agreements in respect of the Account(s) shall be subject to:

1. the terms of this Agreement and any other terms Agreed by FIMAT and Customer;

2. FIMAT's terms from time to time in effect with respect to the specific type of transaction and the terms of FIMAT's confirmation of the transaction, except to the extent specifically inconsistent with Subsection III.A.1 above;

3. the regulations of all applicable Federal, state and self-regulatory agencies or authorities, including but not limited to: (i) the provisions of the Commodity Exchange Act, as amended, and any rules, regulations, orders and interpretations promulgated thereunder by the CFTC; and (ii) the constitution, by laws, rules, regulations, orders and interpretations of the Commodity Exchange (and its clearing house, if any) on which such transactions are executed and cleared, and any relevant registered futures association, including, without limitation, the National Futures Association ("NFA"), except to the extent Subsections III.A.1 or III.A.2 above provide more specific restrictions. All such provisions, rules, regulations, orders, interpretations, constitution, by-laws, custom and usage are hereinafter collectively referred to as "Applicable Law;" and

4. customary practice in the trade, except to the extent specifically inconsistent with Subsections III.A.1, III.A.2, or
III.A.3 above.

B. MARGIN. Customer will pay to FIMAT (and only to FIMAT) all amounts FIMAT requires as margin or to satisfy any other of Customer's obligations under this Agreement in U.S. Dollars in immediately available funds, unless otherwise agreed, as FIMAT requires. FIMAT at any time may change the margin requirements with respect to Customer's Account(s) for existing positions as well as for new positions. The required margin may exceed the margin required by the Commodity Exchange (and its clearing house, if any) on which trades are cleared on behalf of Customer.

FIMAT HAS NO OBLIGATION TO NOTIFY CUSTOMER OF ANY INSUFFICIENCY OF MARGIN IN CUSTOMER'S ACCOUNT(S) PRIOR TO EXERCISING RIGHTS AND REMEDIES UNDER SECTION IV OF THIS AGREEMENT.

C. FEES AND COMMISSIONS. Customer will pay the fees and commissions FIMAT charges from time to time. FIMAT may share its fees, commissions and amounts accruing on Customer's Account(s) with persons that introduce Customer to FIMAT or provide other services to FIMAT.

D. INTEREST. If Customer fails to pay FIMAT in immediately available funds any sum when due, then unless otherwise provided in any, Other Agreement, Customer will pay interest to FIMAT on the unpaid sum, while outstanding, at the lesser of (i) the maximum legal rate or (ii) 150% of the publicly announced prime lending rate of Societe Generale New York Branch as in effect from time to time while the unpaid sum is outstanding, compounded monthly. Customer acknowledges that FIMAT may receive and retain as its own any increment or interest accruing from any of the funds FIMAT receives from Customer.

E. NO STANDARD REQUIREMENT. FIMAT has no obligation to impose uniform margin requirements, to publish details of fees or commissions, or to charge uniform fees, commissions or interest rates.

F. CONFIRMATIONS AND STATEMENTS. FIMAT will promptly confirm in writing all transactions undertaken for Customer's Account(s). Customer shall timely review all confirmations received from FIMAT to check that the description of the transactions is accurate and that no transaction is omitted. Customer is conclusively bound by FIMAT's confirmations and statements of Customer's Account(s) if Customer does not object in writing before the earlier of ten days following transmission to Customer or by market opening on the day following Customer's actual receipt of such confirmation statements. With respect to transactions which Customer authorizes but for which no confirmation is received, Customer shall be deemed to have waived all objections unless FIMAT has received Customer's written request for a copy of the confirmation within five days of the transaction date. Customer understands that Customer should direct inquiries to FIMAT at 630 Fifth Avenue, Suite 500, New York, New York 10111, Attention: Compliance Department, or such other address as FIMAT may hereafter provide Customer. For the reporting of any alleged unauthorized trades or other trade improprieties, FIMAT authorizes and will accept "collect" telephone calls to the Compliance Department at (212) 504-7446. FIMAT is not bound by prices or transactions reported in error on confirmations and statements of Customer's Account(s).

Customer hereby authorizes FIMAT to transmit to it all confirmation and other statements of account activity, funds and positions by facsimile transmission or through the Internet to such address as Customer designates on the Customer Application, or as Customer designates from time in a writing addressed to the Compliance Department, as set forth in this paragraph. FIMAT reserves the right to assess its standard charge from time to time in effect for confirmation and other statements of account activity, funds and positions provided to customer through any other medium, as well as for duplicate statements of any kind. This authorization shall be; perpetual, unless revoked in writing by Customer in a writing addressed to the Compliance Department, as set forth in this paragraph.

G. CAPACITY OF FIMAT; FLOOR BROKERS AND OTHERS; INDEMNIFICATION. FIMAT will execute Customer's; transactions solely as agent of Customer. In executing transactions on a Commodity Exchange, FIMAT may utilize floor brokers (who may be employees or other agents of FIMAT), and will be responsible for reasonable care in the selection of such brokers, but will not be responsible to Customer for negligence or misconduct of an independent floor broker if, at the time the floor broker was selected, the floor broker was authorized to act as suck under the rules of the relevant Commodity Exchange and the appropriate regulatory agency. FIMAT will not be responsible to Customer in the event of error, failure, negligence, or misconduct on the part of any Intermediary, commodity trading advisor, or other person acting on Customer's behalf and, without limiting the foregoing, FIMAT has no obligation to investigate the facts surrounding any transaction in Customer's Account(s) which is introduced by such Intermediary, commodity trading advisor, or other person. Customer will indemnify FIMAT and hold it harmless from and against any and all liabilities, penalties, losses, and expenses, including legal expenses, incurred by FIMAT as a result of any error, failure, negligence, or misconduct on the part of any such Intermediary, commodity trading advisor, or other person acting on Customer's behalf. FIMAT shall not responsible for any loss or damage caused, directly or indirectly, from any delays or inaccuracies in the transmission of orders, including but not limited to our automated order routing systems, or other information d to a breakdown in or. failure of any transmission or communication facilities for any reason including those reasons described in Section V.D. hereof. FIMAT shall only be liable for actions or inactions by FIMAT which amount to gross negligence or fraud. Customer also agrees that FIMAT shall not be liable to Customer for any losses, costs; expenses, or other damages sustained by Customer in the event of any failure or delay by any exchange, market, clearing house, bank or other depository institution where any of Customer's funds or other assets are maintained; or a failure or delay by any member, bank or agent of any of the foregoing, or a failure or delay by any of the foregoing to enforce its rules, to fulfill its obligations, or to make any payment, for any reason whatsoever. Customer waives any claim, cause of action or right as against FIMAT, its employees or agents which may arise or occur as a result thereof.

H. Transaction Limits; Acceptance of Orders. FIMAT, solely for its own benefit and the benefit of other customers, may limit the number of transactions FIMAT executes, and the open positions FIMAT maintains or acquires, for Customer. Customer, acting alone or in concert with others, will not make any trade through FIMAT which would have the effect of exceeding the lower of limits imposed by FIMAT, the Commodity Exchange on which the transactions are executed, or any regulatory agency. If Customer exceeds its limit, FIMAT may require. the transfer of Customer's positions to another firm, or FIMAT may liquidate some or all of the Customer's positions as FIMAT elects in its sole discretion. Customer agrees to promptly advise FIMAT if Customer is required to file reports of its positions to the CFTC or any Commodity Exchange.

I. Liquidation of Offsetting Positions. FIMAT shall liquidate any contract for which an offsetting order is entered by Customer on a first in, first out ("FIFO") basis, unless Customer instructs FIMAT not to liquidate such contract and to maintain the offsetting contracts as open positions; provided, that FIMAT shall not be obligated to comply with any such instructions given by Customer if Customer fails to provide FIMAT with any representations, documentation or information reasonably requested by FIMAT or if in FIMAT's reasonable judgment, any failure, to liquidate such offsetting contracts against each other on a FIFO basis would result in a violation of Applicable Law.

J. Separate Accounts. Pursuant to CFTC Rule 1.46(e)(1), if FIMAT maintains or directs the trading for more than one account for Customer then, if held open, offsetting long and short positions in the separate accounts may result in the charging of additional fees and commissions and the payment of additional margin, although offsetting positions will result in no additional market gain or loss.

K. Failure of Delivery. At least five business days prior to the earlier of first notice or last trading day of the delivery month, Customer must advise FIMAT whether Customer intends to take or make delivery, as the case may be, of items purchased and sold by FIMAT at Customer's direction, and, if delivery is intended, Customer must demonstrate to FIMAT's satisfaction Customer's ability to perform Customer's delivery obligations, in any manner required by FIMAT including, without limitation, by depositing with FIMAT the funds or documents necessary for

delivery. If Customer fails to so advise FIMAT or to demonstrate satisfactorily Customer's ability to perform, then without notice or demand to Customer, FIMAT may, but shall have no duty to, liquidate such positions on terms FIMAT deems reasonable, or take any other action FIMAT deems reasonable, including taking or making delivery as the case may be. If Customer fails to supply FIMAT, in a timely manner, with any item FIMAT has sold Customer's direction, FIMAT may borrow or purchase the item from any party, including an Affiliate, to make the delivery. FIMAT has no duty to borrow or purchase the item. Customer shall comply fully with Applicable Laws relating to taking or making any delivery, and shall, if taking delivery, take all steps as provided thereunder ensure that all items to be delivered are in compliance with Applicable Law. Customer will hold harmless and indemnify FIMAT for all liabilities, penalties, losses, and expenses, including any legal expenses and any penalty imposed by any Commodity Exchange, FIMAT incurs or reasonably anticipates incurring if Customer fails timely (1) to take good delivery of any item FIMAT has purchased at Customer's direction, (2) to supply FIMAT with or otherwise make good delivery of any item FIMAT has sold at Customer's direction, or otherwise, in connection with a delivery, or (3) to comply with Applicable Law, and FIMAT may in the event of any such failure, apparent failure, or otherwise withhold from Customer's Account(s) with FIMAT or any Affiliates the amount (however denominated) estimated by FIMAT as sufficient to satisfy the above indemnity, for application as FIMAT deems appropriate.

L. FORWARDING AND STORAGE OF MATERIAL. If FIMAT on Customer's behalf arranges for packaging, shipping storage, or insurance, FIMAT's only liability will be for gross negligence or willful misconduct in the making of the arrangements.

M. REIMBURSEMENT FOR TAXES, ETC. Customer will indemnify FIMAT for all taxes, levies, imposts, duties, charges and fees (including legal expenses) incurred in connection with any sale, purchase, forwarding or storage.

N. PAYMENT. Customer's payments must be in freely transferable and immediately available funds to FIMAT account at a bank designated by FIMAT and without deduction for any taxes, imposts, duties, charges, or fees, free and clear of any withholding, restrictions, or conditions of any nature when received by FIMAT. Payment may not be effected by the delivery of bank notes or other legal tender unless Agreed by FIMAT. FIMAT may withhold any delivery until it receives payment in the foregoing manner.

O. CLOSEOUT. Whenever FIMAT in its sole discretion, considers it necessary for Customer's protection or FIMAT's protection, FIMAT may, but is not obligated to, refuse to accept new positions and/or close out otherwise liquidate Customer's positions, and Customer will be liable for any deficiency in Customer's Account that may result therefrom.

P. OPTIONS EXERCISE. Customer agrees that if Customer has a commodity option position with FIMAT and does provide timely instructions regarding the exercise of a commodity option on the last day of trading in that option. FIMAT, in its sole discretion and without prior notice to Customer, is authorized to exercise or abandon (i.e. let expire) the option. Customer further agrees that any exercise or abandonment of an option by FIMAT pursuant to this Agreement shall be for Customer's sole account and risk and FIMAT shall have no liability with respect thereto, and FIMAT shall have no duty to exercise such authority. Customer further agrees that, without FIMAT's written consent, Customer may not, on any day, exercise more than 20 options contracts with FIMAT unless Customer has margin with FIMAT in excess of the amount of margin FIMAT requires for the futures contract Customer would be assigned as a result of such exercise.

Customer acknowledges that FIMAT's confirmation of purchase and sale statements will reflect option expiration dates that FIMAT obtains from sources generally believed to be reliable, and FIMAT will be responsible only for gross negligence, willful misconduct or fraud in connection therewith. If Customer holds options with a Friday expiration date, it is possible that, if a grantor, Customer could be assigned a futures position after the expiration of the option on Friday, and on some exchanges, as late as Saturday morning.

Q. ADJUSTMENTS. On rare occasion FIMAT may, in error, not fill Customer's order or fill Customer's order at a price which is less favorable than the price which could have been obtained if the error had not occurred. In these circumstances, FIMAT will give Customer the filled order and cash adjust Customer's Account(s) so as to restore the price at which the order could have been executed had the error not occurred. Customer agrees however that when correcting its error, FIMAT obtains a position at a better price than Customer's order could have been filled at, Customer will only receive the fill Customer could have obtained if Customer's orders had been executed without error (and FIMAT will receive any difference).

R. EXCHANGE OF PHYSICAL FOR FUTURES TRANSACTION. Customer agrees to create, retain, and produce, upon request a Commodity Exchange, the CFTC, or the United States Department of Justice, documentation of cash transaction

underlying exchanges of futures for cash commodities or exchanges of futures in connection with cash commodities transactions in accordance with Applicable Law. Documentation means those documents customarily generated in accordance with cash market practices and/or required by the relevant Commodity Exchange or regulatory authority which demonstrate the existence and nature of the underlying cash transactions, including, but not limited to, contracts, confirmation statements, telex printouts, invoices, and warehouse receipts or other documents of title.

S. DIRECT ORDER TRANSMITTAL CLIENT DISCLOSURE. On occasion, when FIMAT's offices are closed, Customer may request that FIMAT grant it authority to place orders directly with one or more of FIMAT's non-U.S. Affiliates for execution on non-U.S. exchanges, or for transactions on U.S. exchanges to be executed on GLOBEX, NYMEX ACCESS or other electronic trading systems. If FIMAT grants Customer such authority, the following conditions shall apply: (1) the order(s) Customer places with FIMAT's non-U.S. Affiliate will be for FIMAT's omnibus account maintained directly or indirectly with FIMAT's non-U.S. Affiliate; (2) Customer will be a client of FIMAT and not of the non-U.S. Affiliate;
(3) all monies, securities and property of Customer will be maintained log FIMAT; and (4) unless Customer objects within five days after receipt of this Agreement, FIMAT may assume Customer consents to these conditions.

IV. SECURITY AGREEMENT AND DEFAULT PROVISIONS

A. SECURITY INTEREST. Customer hereby grants FIMAT a security interest in the Collateral and proceeds thereof, security for the prompt payment and performance of any and all Liabilities.

B. FIMAT'S RIGHTS RESPECTING COLLATERAL. Customer will sign and deliver all agreements, instruments, certificates and documents FIMAT requests to create, perfect, preserve and protect the security interest in any of the Collateral, accompanied by such instruments of assignment and transfer and in such form as FIMAT should reasonably request. Customer appoints FIMAT as Customer's agent to sign, deliver, complete and file any such agreements, instruments, certificates and documents on Customer's behalf. FIMAT has no obligation to return the identical item of Collateral, but only to replace the item with property of like kind and substantially similar quantity, subject to adjustment for quantity variations at then prevailing market prices. FIMAT may, at any time and without limitations except those imposed by law, pledge, re-pledge, hypothecate, loan or invest any Collateral without notice to Customer or the obligation to account to Customer for any interest, income, or other benefit from any of the Collateral. Customer agrees to permit FIMAT and/or its agents and representatives at any time to inspect any of the Collateral and make abstracts or copies from any of Customer's books and records pertaining to the Collateral. The right is expressly granted to FIMAT, in its sole discretion, to notify warehousemen, consignees, bailees or any other persons in possession of Collateral of FIMAT's security interest therein. Unless Agreed by FIMAT, the undersigned will not file or authorize or permit to be filed in any jurisdiction any such financing or like statement in which FIMAT is not named as the sole secured party. Upon the request of FIMAT Customer shall, at Customer's expense, keep insured all Collateral which is tangible property for full value, with such coverage as FIMAT may approve, and the policies shall be duly endorsed in FIMAT's favor and delivered to FIMAT.

C. EVENTS OF DEFAULT. In addition to any "Event of Default" which may be defined in any Other Agreement, and not by way of limitation of any right FIMAT otherwise has to demand payment at any time of any of the Liabilities, the following events shall constitute an "Event of Default": (1) Customer breaches, repudiates, or defaults in any way on any agreement with FIMAT or any Affiliate (including Customer's agreement to provide margin) or with a third party; or (2) FIMAT, in its sole discretion, determines that it has sufficient grounds for insecurity with respect to Customer's performance of any obligation to any person and Customer fails to provide assurance of performance of the obligation satisfactory to FIMAT; or (3) any proceeding is commenced by or against Customer under any bankruptcy, insolvency, relief of debtor, or similar law, or Customer makes an assignment for the benefit of creditors, a receiver, trustee, conservator, liquidator or similar officer is appointed for Customer or any of Customer's property; or (4) Customer's Account(s) are attached or levied against; or (5) any of Customer's representations to FIMAT or any Affiliate, whenever or wherever made, were misleading when made or deem made or later becomes untrue; or (6) Customer dies, is disabled or becomes legally incompetent; or (7) Customer or any organization of which Customer is a member suspends or threatens to suspend the transaction of its usual business, or any proceeding is commenced with respect to any of Customer's property or any such organization; or (8) Customer is a party to any merger, consolidation or sale of all or substantially all of its assets unless Agreed by FIMAT prior thereto; or (9) FIMAT has reason to believe that any of the foregoing is likely to occur imminently.

D. FIMAT's Remedies Upon Default.

l. Customer absolutely and unconditionally agrees that upon the occurrence of an Event of Default, FIMAT, on behalf of itself and as agent for any Affiliate, may exercise any one or more of the following remedies (except that, upon the occurrence of any Event of Default set forth in Section IV.C.(3) above, the remedies specified in subparagraphs a, b, c, and g below shall thereupon be deemed for all purposes to have been exercised, immediately and without action by FIMAT), with only such notice as is required by Applicable Law and cannot be waived, without prejudice to any other remedies:

a. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may terminate any or all of FIMAT's and/or any Affiliates obligations to Customer for future performance;

b. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may treat any or all of Customer's Liabilities and/or Customer's obligations to any Affiliates, including credit or debit balances, as immediately due, and may treat all limits, margin facilities and call tolerance facilities in place as revoked;

c. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may consolidate Customer's Account(s) or any of them at FIMAT and/or any Affiliates;

d. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may sell any or all non-cash Collateral held long by FIMAT and/or any Affiliates;

e. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may close out or hedge for Customer's Account(s) any or all open positions in Customer's Account(s) at FIMAT and/or any Affiliates pursuant to Section III.O above or otherwise, in any manner it deems reasonable under the circumstances;

f. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may borrow, lend, sell or buy from any party, including itself and/or any Affiliates, any property necessary to cover or hedge any or all positions in Customer's Account(s) at FIMAT and/or any Affiliates; and

g. FIMAT, on its own behalf and/or on behalf of any of its Affiliates, may offset the proceeds of the sale of non-cash Collateral, cash Collateral, and sums owing Customer by FIMAT and/or Affiliates (including any sums arising from the operation of this Section D), against Customer's Liabilities and Customer's obligations to any Affiliates, without prejudice to FIMAT's right to recover the balance of Customer's Liabilities and any Affiliates' right to recover the balance of Customer's obligations to them.

Customer appoints FIMAT as Customer's agent to sign, complete, and deliver any and all documents necessary or desirable to carry out the foregoing. None of FIMAT nor any of its Affiliates, nor any of its agents or representatives will be responsible for losses or lost profits, accrued or anticipated, resulting from any position or transaction entered to enforce the foregoing remedies. Customer waives the right of set off in any action brought by FIMAT to collect amounts owned by Customer to FIMAT.

Customer will indemnify and hold harmless FIMAT and its Affiliates, and their respective agents and representatives from any liabilities, penalties, losses, costs and expenses, including but not limited to reasonable attorney fees (whether the reasonable fees and charges of external legal counsel and/or the costs and charges, if any, allocated by internal legal department), which FIMAT and/or any Affiliates incur in connection with (i) the exercise of any remedy hereunder or under any Other Agreement, (ii) the care or custody of the Collateral and defending or asserting the rights and claims of FIMAT and/or any Affiliates in respect thereof, and (iii) meeting any obligation of FIMAT and/or any Affiliates which would otherwise fail to be performed by reason of an Event of Default.

V. MISCELLANEOUS

A. GOVERNING LAW AND SUBMISSION TO JURISDICTION.

All disputes between FIMAT and Customer including, but not limited to, disputes arising directly or indirectly as a result of, or the relationship established as a result of, this Agreement, shall be governed by the substantive laws of the State of New York, without regard to principles of choice of law. Notwithstanding any provision of Applicable Law, Customer agrees to commence all actions of any kind against FIMAT within one year of the event giving rise to any dispute. Customer irrevocably submits to the jurisdiction of the courts of New York and of the Federal Courts of the Southern District of New York with respect to litigation relating to all such disputes, including, but not limited to, disputes arising directly or indirectly as a result of or the relationship established as a result of this Agreement and transactions subject to this Agreement, agrees to commence actions and proceedings and assert claims for relief involving them only in such courts (unless Customer has otherwise agreed to arbitrate all disputes against FIMAT, in which case such arbitration shall be held only in New York City), and consents to service of process by the mailing of copies to Customer by certified mail to Customer's address as it appears on the books of FIMAT. Such service shall be effective ten days after mailing.

B. WAIVER OF JURY TRIAL. CUSTOMER HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO, BUT NOT LIMITED TO, DISPUTES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF, OR THE RELATIONSHIP ESTABLISHED AS A RESULT OF, THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION THEREWITH. CUSTOMER'S WAIVER OF TRIAL BY JURY IS A PREREQUISITE TO, AND INDUCEMENT OF FIMAT TO OFFER, THE OPENING OF CUSTOMER'S ACCOUNT(S).

C. APPLICABLE LAW AND NOTES FOR GERMAN CLIENTS. Contrary to German Law, the substantive law of New York does not distinguish between binding and non-binding terminal (futures) transactions (see paragraph 53 of the German Borsengesetz). All trades under this Agreement are therefore binding market transactions. Customer acknowledges that under German Law futures trading gives rise to an imperfect obligation (as provided in paragraphs 762 and 764 of the Burgerliches Gesetzbuch ("BGB") and paragraph 58 of the German Borsengesetz). Customer also acknowledges that under paragraph 814 of the BGB disclosure of this fact removes any and all rights Customer might otherwise have as a result of the "Differenzeinwand" (paragraph 812 of the BGB). Customer credit balance held by FIMAT will be applied to fulfill, discharge and perform the transaction(s) and as an advance performance or down payment to cover any transaction(s) trading costs.

D. Force Majeure; Warranty and Disclaimer of Warranties. FIMAT shall not be liable for any delay in performance or for non-performance of its obligations caused by any event beyond the reasonable control of FIMAT. FIMAT may, without liability, cancel this Agreement or any particular transaction contemplated hereunder if its performance is delayed or rendered impossible due to any such event. FIMAT's sole warranty is that any commodity delivered by it will conform to the description on any confirmation prepared and delivered by FIMAT with respect thereto. FIMAT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

E. NON-WAIVER; NON-ASSIGNMENT; TIME OF THE ESSENCE. This Agreement and the Other Agreements, if any, constitute the entire Agreement between FIMAT and Customer with respect to the subject matter hereof and supersede all other understandings, agreements, or communications concerning such subject matter. Any oral representations, warranties, inducements, or agreements made by any representative of FIMAT inconsistent with the provisions of this Agreement are excluded and will not bind FIMAT. FIMAT will be bound by waivers and modifications of any of the terms of this Agreement, any other written agreement, or any transaction, or any attempted assignment by Customer of any right or interest in this Agreement, any other agreement, or any transaction, only if Agreed by FIMAT (as defined). Such agreement will bind FIMAT only in relation to the waiver, modification, or assignment, to which FIMAT has consented in writing. Customer hereby waives the right to claim estoppel or forbearance unless Agreed by FIMAT. Any agreement by FIMAT to forbear liquidation, pursuant to any of its rights and remedies hereunder, may be revoked by FIMAT upon 24 hours notice to Customer (unless a shorter time is commercially reasonable under the circumstances), which notice Customer hereby deems reasonable. FIMAT's failure to exercise any right or remedy is not a waiver of the right or remedy not exercised or any other right or remedy. Time is of the essence in the performance of Customer's obligations.

F. BINDING EFFECT. This Agreement covers all of Customer's Account(s) with FIMAT, is binding on Customer and Customer's estate, legal representatives, successors and assigns and inures to the benefit of FIMAT and its successors and assigns.

G. COMMUNICATIONS. Communications may be sent to Customer by mail, telex, telegraph, facsimile transmission, messenger, or other reasonable means at its current address shown on FIMAT's records, and are deemed received when Customer actually receives them or 24 hours after they are sent, whichever first, occurs. FIMAT, in its sole discretion, may record, on tape or otherwise, any telephone conversation between FIMAT and Customer involving their respective officers, agents and employees. Customer hereby agrees and consents to such recording, with or without the use of an automatic tone warning device, and waives any right Customer may have to object to the use or admissibility into evidence of such recording in any legal proceeding between Customer and FIMAT or in any other proceeding to which FIMAT is a party or in which FIMAT's records are subpoenaed. Customer acknowledges that FIMAT may erase such recordings after a reasonable period of time. FIMAT shall be entitled to rely on any instructions, notices and communications, whether oral or in writing, that it believes to be that of an individual authorized to act on behalf of Customer as authorized to act on its behalf, and Customer shall be bound thereby. Customer hereby waives any defense that any such instruction was not in writing as may be required by the Statute of Frauds or any other similar law, rule or regulation. Customer will indemnify FIMAT and hold FIMAT harmless from and against all liabilities, penalties, losses, and expenses, including legal expenses, incurred by FIMAT as a result of FIMAT's acting upon such instructions.

H. NON-EXECUTION. Any failure by Customer to duly sign this Agreement is not a waiver by FIMAT of any rights it otherwise has against Customer.

I. FIMAT HAS NO RESPONSIBILITY FOR ADVICE. FIMAT is not acting as fiduciary, foundation manager, commodity pool operator, commodity trading advisor or investment adviser in respect of any Account(s) opened by Customer and FIMAT shall have no responsibility hereunder for compliance with any law or regulation governing the conduct of fiduciaries, foundation managers, commodity pool operators, commodity trading advisors or investment advisers. Customer will not enter into any transaction with FIMAT, and will not hold FIMAT responsible for losses, as a result of any prediction, recommendation, or representation made by any representative of FIMAT. Any information or advice communicated by FIMAT, although based upon information from sources FIMAT believes to be reliable, may be incomplete or inaccurate, may not be verified, and may be changed without notice to Customer. FIMAT makes no representation as to the accuracy, completeness, reliability or prudence of any such information or advice or as to the tax consequences of Customer's futures or options trading.

J. APPOINTMENT OF AGENT. Customer's appointment of an agent on the "Trading and Fee Payment Authorization Limited to Purchases and Sales of Commodities" form ("Trading Authorization"), if applicable, is notice to FIMAT that the person so designated (the "Agent") is Customer's agent in respect of Customer's Account(s) with FIMAT, with complete authority on Customer's behalf to place orders for purchases and sales, including short sales, for cash or on margin, of Commodities other items in respect of which Customer may from time to time enter into transactions in one or more of Customer's Account(s) with FIMAT, for immediate or future delivery, to effect delivery and performance of the orders and of the obligations undertaken in connection with the orders, to borrow funds from FIMAT to finance any of the transactions, to lend or pledge Customer's properties with MAT and otherwise to secure Customer's Liabilities, withdraw or direct the payment of monies, securities, commodities, or other property from Customer's Account(s) with FIMAT, including to compensate Agent for its services, to settle Customer disputes with FIMAT or between Customer or any other party with whom FIMAT deals for Customer or with whom Customer deals through FIMAT as broker for the third party, and. to sign and deliver on Customer's behalf notices and other documents and to take all other actions necessary or desirable to carry out the terms of this Agreement. Customer agrees to notify FIMAT promptly in writing of the revocation or modification of the Agent's authority. Customer will indemnify FIMAT and hold FIMAT harmless from and against all liabilities, penalties, losses, and expenses, including legal expenses, incurred by FIMAT in acting as instructed by the Agent and in continuing to act in reliance on the Trading Authorization after revocation or modification but prior to FIMAT's receipt of written notice thereof.

K. TERMINATION. Customer may terminate this Agreement, at any time when Customer has no Liabilities and no open positions which could give rise to subsequent Liabilities, upon the actual receipt by FIMAT of written notice of termination. FIMAT may terminate this Agreement at any time upon mailing or delivery of written notice of termination to Customer, provided that any such termination will not affect any transactions theretofore entered into and will not relieve either party of any obligations in connection with any debt or credit balance or other liability or obligation incurred prior to the termination.

L. MULTIPLE PARTIES. If any Account(s) established pursuant to this Agreement is on behalf of more than one person:

1. each signing person is jointly and severally liable for the full and timely performance of all the obligations of all signing persons in connection with this Agreement and any account established and any transaction effected under this Agreement; and the terms hereof shall survive the legal incompetence or death of any or all signing persons;

2. in connection with any Account(s) established under this Agreement, FIMAT may act upon any order, request or instruction from any one signing person without the necessity of confirmation from any other;

3. the delivery of any report, statement, notice or other communication to any one signing person is deemed to have been to all of the signing persons;

4. FIMAT may deliver any Collateral of any of the signing persons to any one or more of the signing persons, and make payments from any Account(s) established pursuant to this Agreement to or upon the order or direction of any one of them, and FIMAT is under no obligation to inquire into the purpose of any request for the delivery of any such Collateral or the making of any such payment, or to see to the disposition or application thereof; and

5. unless FIMAT is advised otherwise in writing, the interest of the signing persons in any Account(s) established under this Agreement shall be deemed to be a joint tenancy with rights of survivorship and not a tenancy in common.

M. SEVERABILITY. If any provision of this Agreement, or the application of such provision to any person or circumstances, is held invalid, the remainder of this Agreement, and the application of such provision to persons or circumstances other than these as to which it is held invalid, shall not be affected thereby.

N. CAPTIONS. Captions used in this Agreement are used for convenience and neither form an integral part of this Agreement nor limit the applicability or affect the meaning of any of the Agreement's provisions.

VI. ELECTRONIC TRADING SYSTEMS

FIMAT may make available to Customer the ability to trade, directly or indirectly (in whole or in part), through electronic trading systems (ETS) such as GLOBEX or ACCESS or other electronic systems. The sponsoring organizations or such systems may make certain information available and in some cases require special disclosures for these systems. To the extent these disclosures are required and other information is available, it has been set forth in the accompanying booklet entitled "Exchange Disclosures and Notices," which Customer acknowledges receiving by signing below.

VII. ACCEPTANCE OF AGREEMENT

This Agreement shall not be deemed to be accepted by FIMAT or become a binding contract between Customer and FIMAT until approved by a duly authorized officer of FIMAT in writing in accordance with its internal procedures. Customer represents, unless Customer has executed the Joint Tenants Agreement; the Partnership Authorization; the Certificate of Corporate Resolution; or the Trust Authorization, that this is an individual account and, no one else has an interest in this account and Customer has authority and capacity to enter into this Agreement.

VIII. OTHER AGREEMENTS AMONG THE PARTIES; CONFLICTS

Customer acknowledges that in addition to this Agreement, FIMAT may request that Customer and/or any Affiliate of Customer to execute and deliver such agreement(s), instrument(s) and document(s) as FIMAT may prescribe, which agreement(s), instrument(s) and documents upon their execution, shall become an Other Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of any Other Agreement, the provisions of this Agreement shall govern to the extent the underlying transactions relate to futures contracts or options thereon.

IX. FOR HEDGE CUSTOMERS ONLY

CUSTOMER WARRANTS, BY INITIALLING IN A BOX BELOW, THAT IT WILL ENGAGE IN BONA FIDE HEDGING TRANSACTIONS PURSUANT TO CFTC REGULATION 1.3(z). IN THE EVENT OF BANKRUPTCY, CUSTOMER PREFERS THAT THE TRUSTEE (PLEASE INITIAL CHOICE)

[ ] LIQUIDATE [ ] NOT LIQUIDATE

OPEN COMMODITY CONTRACTS IN CUSTOMER'S HEDGE ACCOUNT WITHOUT SEEKING ITS
INSTRUCTIONS.

PLEASE ACKNOWLEDGE YOUR AGREEMENT AND CONSENT TO THIS CUSTOMER AGREEMENT BY SIGNING BELOW.

BY SIGNING BELOW, CUSTOMER ALSO ACKNOWLEDGES THAT CUSTOMER HAS RECEIVED AND UNDERSTANDS THE FOLLOWING ATTACHED DISCLOSURE STATEMENT PRESCRIBED BY THE CFTC:

Please initial if received and understood:

[ ] Risk Disclosure Statement for Futures and Options Attached at pg. 1

BY:
   ------------------------------   ---------   --------------------------------
      Authorized Signature             Date         Name (Please Print)

BY:
   ------------------------------   ---------   --------------------------------
      Authorized Signature             Date         Name (Please Print)

Exhibit 10.01(d)

MAN FINANCIAL INC
CUSTOMER AGREEMENT

This agreement ("Agreement") sets forth the terms and conditions under which we, Man Financial Inc, will open and maintain one or more accounts (collectively, the "account") in your name and on your behalf and otherwise transact business with you. If this account has been introduced to us, all references to us in this Agreement shall include your broker, and your broker shall enjoy all benefits and rights here under.

1. PARTIES.

You agree that the parties to this Agreement shall consist of us and you. If this is a joint account (including a community property account), the term "you" refers to each account holder. Except as disclosed in writing to us, no person other than you has any interest in the account. If this is a joint account, each account holder has full authority to act on behalf of the account and you authorize us to follow the instructions of any account holder as if such person were the sole account holder. All obligations arising hereunder are joint and several and may be enforced by us against any or all account holders. Notwithstanding the foregoing, we may require joint action by all account holders with respect to any matter concerning the account, including the giving or cancellation of orders, and the withdrawal of monies, securities or other property. In the event of the death of either or any of the joint account holders, the surviving joint account holder(s) shall immediately give us written notice thereof, and we m a y, before or after receiving such notice, take such action, require such papers and inheritance or estate tax waivers, retain such portion of and/or restrict transactions in the account as we may deem advisable. The surviving joint account holder(s) and the estate of the deceased joint account holder shall be jointly and severally liable to us for any net debit balance or loss in the account in any way resulting from transactions initiated prior to the receipt by us of the written notice of the death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties.

Laws governing joint ownership of property vary from jurisdiction to jurisdiction. Generally, however, for joint tenants with rights of survivorship, in the event of the death of either tenant, the entire interest in the joint account shall be vested in the surviving joint tenant(s) on the same terms and conditions. For tenants in common, the interest in the tenancy shall be equal unless specified and in the event of death of either tenant, the interest in their share of the tenancy shall vest in the decedent's legal representative. State laws regulating community property vary. Consult your own legal adviser.

2. APPLICABLE LAW AND REGULATIONS; MARKETS.

All transactions shall be subject to all applicable law and the rules and regulations of all federal, state and self-regulatory agencies including, but not limited to, the Board of Governors of the Federal Reserve System and the constitution, rules and customs of the exchange or market (and clearing house) where executed. Unless you provide us with specific instructions, we may use our discretion in selecting the market in which to place your orders.

3. DEPOSITS ON TRANSACTIONS.

You agree to maintain, without demand from us, such margin, cash or other acceptable collateral as we in our discretion require from time to time and you agree to pay on demand any debit balances in your account. You will make deposits of such margin or collateral immediately upon our request. You will provide us with any information we may require for immediate confirmation of wire transfers.

4. SECURITY INTEREST AND LIEN.

As security for the payment of all of your obligations and liabilities to us or any of our affiliates through whom you conduct business, we shall have a continuing security interest in all property in which you have an interest held by or through us or any of our affiliates including, but not limited to, securities, futures contracts, cash commodities, commercial paper, monies, any a f t e r-acquired property and all rights you may have against us or any of our affiliates. In addition, in order to satisfy any such outstanding liabilities or obligations, we may, at any time and without prior notice to you, use, apply or transfer any of such securities or property interchangeably (including cash and fully-paid securities). In the event of a breach or default under this Agreement or any other agreement you may have with us or any of our affiliates, we shall have all rights and remedies available to a secured creditor under any applicable law in addition to the rights and remedies provided herein.

5. DEFAULT.

Should we deem it desirable for our protection, or should we feel insecure, or should you be in breach of or violate any of the terms of this Agreement, we are authorized to declare (and without the necessity of a call for additional capital) you in default under this and any other agreement you may then have with us or our affiliates, whether heretofore or hereafter entered into. In the event of default, each of us and our affiliates reserves the right to sell, without prior notice to you, any and all property in which you have an interest held by or through us or our affiliates, to buy any or all property which may have been sold short, to cancel any or all outstanding transactions and/or to purchase or sell any other property to offset market risk, and to offset any indebtedness or position you may have, including by means of an exchange for physicals transaction, after which you shall be liable to us, for any remaining deficiencies, losses, costs or expenses sustained by us in connection therewith. Such purchases and/or sales may be effected publicly or privately without notice or advertisement in such manner as we may in our sole discretion determine. At any such sale or purchase, we may purchase or

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sell the property free of any right of redemption. In addition, we shall have the right to set off and apply any amount owing from our affiliates to you against any indebtedness in your account, whether matured or unmatured. You are unconditionally obligated to pay to us the amount of any debit balance in your account, however incurred, at the lesser of the highest rate permitted by applicable law or two percent above the current prime rate as announced from time to time by the banking institutions with which we normally do business.

6. FEES AND CHARGES.

You understand that we will charge commissions and other fees for clearing, execution, custody, storage, delivery or any other service furnished to you and you agree to pay such commissions, fees and interest on monies owed to us at our then-prevailing rates. You understand further that such commissions, fees and interest rates may be changed from time to time. You will also be charged a fee for positions transferred to another broker. We may receive remuneration for directing orders to a particular broker or dealer or market center for execution. Such remuneration is considered compensation to us. We may pay a portion of fees and commissions charged to your Account to third-parties that have introduced your account to us or serviced your account. You understand that we or an affiliate may act as principal in certain transactions with you, including but not limited to, cash market transactions, forward contracts, or exchanges of physicals for futures ("EFPs").

7. MAKING DELIVERY; LIQUIDATION INSTRUCTIONS.

You agree to give us timely notice if you intend to make or take delivery under a contract or to exercise any option contract. If so requested by us, you shall satisfy us that you can fulfill your obligations to make or take delivery and shall furnish us with property deliverable by you under any contract in accordance with our directions. We shall not have any obligation to exercise any long option contract unless you have furnished us with timely exercise instructions and sufficient initial margin with respect to each underlying contract. If we sell any property at your direction and you fail for any reasons to supply us with such property, we may (but shall not be obligated to) borrow or buy for you any property necessary to make such delivery. Under no circumstances shall we be obliged to make any payment or delivery to you except against receipt of payment or delivery by you of monies or other property requested by us. You shall be responsible for providing insurance coverage for any deliveries made or accepted by you. We do not provide any insurance coverage. If you do not provide insurance coverage, you agree to bear the risk of loss.

8. CONSENT TO LOAN OR PLEDGE.

Within the limits of applicable law and regulations, you hereby authorize us to lend either to ourselves or to others any securities or other property held by us in your margin account together with all attendant rights of ownership, and to use all such property as collateral for our general loans. Any such property, together with all attendant rights of ownership, may be pledged, repledged, hypothecated or rehypothecated either separately or in common with other such property for any amounts due to us thereon or for a greater sum, and we shall have no obligation to retain a like amount of similar property in our possession and control.

9. REPORTS.

Reports of execution of orders sent by us to you shall be binding and conclusive on you unless, in the case of a verbal report, you object at the time the report is received by you or your agent; and in the case of a written report, you object in writing prior to the opening of trading on the business day following the day you have received the report. In addition, if after you have placed an order with us and have not received a written or verbal confirmation thereof in accordance with our practice, you immediately shall notify us thereof. If you fail to notify us as set forth in this section, you agree that you shall be deemed estopped to object and to have waived any objection to our execution or failure to execute any transaction. Nothing contained in this section, however, shall bind us with respect to any transaction or price reported (whether verbal or in writing) in error, or prevent us, upon discovery of any error or omission, from correcting the error or omission, and putting the account in the same position it would have been in if the error or omission had not occurred.

10. WAIVER, ASSIGNMENT AND NOTICES.

Neither our failure to insist at any time upon strict compliance with this Agreement or with any of the terms hereof nor any continued course of such conduct on our part shall constitute or be considered a waiver by us of any of our rights or privileges hereunder. We may assign this Agreement and your account upon notice to you. Any assignment of your rights and obligations hereunder or interest in any property held by or through us without obtaining the prior written consent of an authorized representative of ours shall be null and void. Notices or other communications, including margin calls, delivered or mailed, including by facsimile or electronic transmission, to the address provided by you, shall, until we have received notice in writing of a different address, be deemed to have been personally delivered to you.

11. CLEARANCE ACCOUNTS.

If your account has been introduced to us by another broke r, that broker is acting as your agent and your broker in this relationship is not an agent of or affiliated with us. You agree that your broker and its employees are third-party beneficiaries of this Agreement. Unless we receive from you prior written notice to the contrary, we may accept from such other broke r, without any inquiry or investigation: (a) orders for the purchase or sale of securities and other property in your account on margin or otherwise; and (b) any other instructions concerning your account or the property therein. YOU UNDERSTAND AND AGREE THAT OUR ROLE IS LIMITED TO EXECUTION, CLEARING AND BOOKKEEPING FOR TRANSACTIONS MADE PURSUANT TO INSTRUCTIONS FROM YOU OR YOUR BROKER, AND WE GENERALLY WILL NOT INQUIRE INTO THE CIRCUMSTANCES SURROUNDING ANY TRANSACTION FOR YOUR ACCOUNT. WE ARE NOT

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RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF YOUR BROKE R, INCLUDING, BUT NOT LIMITED TO, SALES PRACTICES, TRADING PRACTICES OR RECOMMENDATIONS. YOU AGREE TO LOOK SOLELY TO YOUR BROKER FOR REDRESS OF ANY LOSS OR DAMAGE ARISING OUT OF CIRCUMSTANCES OTHER THAN OUR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN THE EXECUTION, CLEARANCE OR BOOKKEEPING OF TRANSACTIONS FOR YOUR ACCOUNT. YOU UNDERSTAND AND AGREE THAT WE WILL PAY A SUBSTANTIAL PORTION OF THE BROKERAGE COMMISSIONS CHARGED TO YOUR ACCOUNT IN CONSIDERATION OF INTRODUCING AND SERVICING YOUR ACCOUNT.

12. INDEMNIFICATION; COSTS OF COLLECTION.

You agree to indemnify and hold harmless each of us, our affiliates and our respective shareholders, directors, officers, employees and agents from and against any liability, damage, cost or expense (including, without limitation, legal fees and expenses, amounts paid in settlement of any claims, interest and any fines or penalties imposed by any exchange, self-regulatory organization or governmental agency) any of them may incur or be subjected to with respect to you or your Account or any transaction or position therein, or as a result of your violation of any of your representations, agreements or obligations under this Agreement. You agree to pay and authorize us to charge you for any direct or indirect costs of collection, defense and enforcing any of our rights under this Agreement including, but not limited to, interest, legal fees, court costs and other expenses.

13. FREE CREDIT BALANCES; TRANSFER ARRANGEMENTS.

You hereby direct us to use any free credit balance in your account in accordance with all applicable rules and regulations and you authorize us, in our discretion, to transfer any free credit balances and cash in your account daily to a non-regulated account.

14. RESTRICTIONS.

You understand that we may restrict or prohibit trading in, or close, your account.

15. CREDIT INFORMATION AND INVESTIGATION.

You authorize us and, if applicable, your broker, in our or their discretion, to make and obtain reports concerning your credit standing and business conduct.

16. LEGALLY BINDING.

This Agreement shall be binding upon the parties hereto and their respective successors and assigns and supersedes any prior agreements between the parties with respect to the subject matter hereof. You further agree that all purchases and sales shall be exclusively for your account in accordance with your oral or written instructions. You hereby waive any and all defenses that any such instruction was not in writing as may be required by the statute of frauds or any similar law, rule or regulation.

17. AMENDMENT.

You agree that we may modify the terms of this Agreement at any time upon prior written notice to you. By continuing to accept services from us, you will have indicated your acceptance of any such modification. If you do not accept any such modification, you must notify us thereof in writing and your account may then be terminated, but you will still be liable thereafter to us for all remaining liabilities and obligations. Otherwise, this Agreement may not be waived or modified absent a written instrument signed by an authorized representative of ours. No oral agreements or instructions purporting to amend this Agreement will be recognized or enforceable.

18. SEVERABILITY.

If any provision hereof is or should become or be deemed to be inconsistent with any present or future law, rule or regulation of any court, arbitral body, sovereign government or regulatory body having jurisdiction over the subject matter of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect.

19. LIMITATION OF LIABILITY.

You shall have no claim against us or any of our affiliates for any loss, damage, liability, cost, charge, expense, penalty, fine or tax caused directly or indirectly by: (A) any law, regulation, rule or order; (B) suspension, or termination of trading; (C) w a r, civil or labor disturbance; (D) any delays or inaccuracies in the transmission or reporting of orders or other information due to a breakdown or failure of any transmission or communication facilities for any reason; (E) failure or delay for any reason of any broker, bank, depository or custodian to fulfill its obligations or to pay in full any amounts owed to us; (F) failure or delay by any entity which, consistent with applicable regulations, is holding customer segregated funds, securities or other property, to pay or deliver same to us; or (G) any other causes beyond our control.

We will execute your transactions solely as your agent. In executing transactions on an exchange, we may use floor brokers (who may be our employees or other agents of ours), but we will not be responsible to you for negligence or misconduct of an independent floor broker if, at the time the floor broker was selected, the floor broker was authorized to act as such under the rules of the relevant exchange and the appropriate regulatory agency. We will not be responsible to you in the event of error, failure, negligence or misconduct on the part of any intermediary, commodity trading advisor or other person acting on your behalf and, without limitation, we have no obligation to investigate the facts surrounding any transaction in your Account(s) which is introduced by such intermediary, commodity trading advisor or other person. You will indemnify us and hold us harmless from and against any and all liabilities, penalties, losses and expenses, including legal expenses and attorneys' fees, incurred by us as a result of any error, failure, negligence or misconduct on the part of any

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such intermediary, commodity trading advisor or other person acting on your behalf. We shall only be liable for actions or inactions by us which amount to gross negligence or fraud. You also agree that we shall not be liable to you for any losses, costs, expenses or other damages sustained by you in the event of any failure or delay by any exchange, market, clearing house, bank or other depository institution where any of your funds or other assets are maintained, or a failure or delay by any member, bank or agent of any of the foregoing, or a failure or delay by any of the foregoing to enforce its rules, to fulfill its obligations or to make any payment, for any reason whatsoever. You waive any claim, cause of action or right as against us, our employees or agents that may arise or occur as a result thereof.

20. TELEPHONE CONVERSATIONS.

For the protection of both you and us, and as a way of correcting misunderstandings, you hereby authorize us, at our discretion and without prior notice to you, to monitor and/or record (with or without tone warning devices) any or all telephone conversations between you and any of our employees or agents.

21. ADDITIONAL RIGHTS AND REMEDIES.

The rights and remedies granted herein to us are in addition to any other rights and remedies provided to us in any other agreement you may have with us, and you hereby appoint us as your agent to take any action necessary to perfect ourselves with respect to the security interest granted to us in this Agreement.

22. AUTHORITY.

You represent that this Agreement has been duly authorized and executed by you and that you have full power and authority to trade futures, physical commodities, currencies, securities and options on the foregoing and related instruments. By signing this Agreement on behalf of an entity, you represent that the entity on whose behalf you are acting is authorized to enter into this Agreement and that you are duly authorized to sign this Agreement in its name.

23. CUSTOMER'S REPRESENTATIONS AND WARRANTIES.

You represent to us that all information supplied by you in connection with the opening of your account, including the Customer Account Application, is accurate and complete, and that we are legally entitled to rely on such information, and you agree to report promptly to us any material change in such information. You represent to us that you have read and understand all risk disclosure statements that we have provided to you, and understand that all transactions effected for your account are at your risk, and that you are solely liable therefor under all circumstances. You acknowledge that futures trading is only suitable for persons who are financially able to withstand losses. Such losses may substantially exceed margins or other funds you have deposited with us. You agree to inform us immediately if you cease to be willing or financially able to sustain such losses.

24. PENSION ACCOUNTS.

If you are a Keogh Plan, Pension and Profit Sharing Trust, or other employee benefit plan as defined by Section 3(3) of the Employee Retirement Income Security Act (Collectively a "Plan"; "ERISA"), the undersigned trustee ("Trustee") acknowledges that the establishment of the account and all transactions executed through the account are subject to certain restrictions under Section 404(a) of ERISA, including the requirement that such transactions be prudent, that the investments be diversified, and that there are certain transactions which the Plan is prohibited from entering into under Section 406 of ERISA and Section 4975 of the Internal Revenue Code ("Code"), regardless of whether such transactions are prudent; and Trustee further acknowledges that certain transactions if entered into by the Plan may result in the recognition of taxable income under Section 511 of the Code. Trustee represents and warrants that, with respect to each transaction to be executed through the account, the determination as to whether such transaction complies with the standards of
Section 404(a) of ERISA, will constitute a transaction prohibited under Section 406 of ERISA, or Section 4975 of the Code, or will result in the recognition of taxable income, will be made either by Trustee or by another person who has been determined by Trustee to be either a fiduciary or an investment manager properly delegated the authority to make, or to advise the Plan as to, such determinations. Trustee understands and agrees that the individual account plan permits participant-directed investments pursuant to Section 404(c) of ERISA. In no event shall we have any responsibility or authority to make, or to advise the Plan or Trustee as to, such determinations. Trustee understands and agrees that we are neither a fiduciary nor an investment manager with respect to the Plan as defined in Sections 3(21) and 3(38) of ERISA. Nevertheless, if, contrary to the expectations of the parties, it is ever finally determined that we are a fiduciary or investment manager, our responsibility and authority in acting in such capacity shall be limited to performing our obligations as specifically set forth herein, and Trustee represents and warrants that such allocation of fiduciary responsibility is authorized under the instrument pursuant to which you maintained in accordance with Section 402(c) of ERISA. By signing this Agreement, Trustee agrees to indemnify us for any liability which may be imposed on us including, but not limited to, Section 409 of ERISA or any tax which may be assessed against us under Section 4975 of the Code, or any other damage or expense which may be suffered by us by reason of your being subject to the provisions of ERISA, including all costs and expense (including attorneys' fees) incurred by us in defending against the foregoing. The foregoing provision shall also apply to any federal or state fiduciary law governing the investments of employee benefit plans which is supplementary to, or in lieu of, the specific provisions of ERISA referred to herein.

25. CURRENCY EXCHANGE RATES.

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If any transaction is effected in a foreign currency, any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your account and risk. All deposits shall be made in United States currency, unless we request any such deposit in the currency of some other country, in which case such deposit shall be made in such currency. When any position is liquidated, we shall debit or credit your account in United States currency at the rate of exchange determined by us in our sole discretion on the basis of the then prevailing money rates for such foreign currency, unless you shall have given us specific written instructions to make such debit or credit in the foreign currency involved.

26. FUNDS ON DEPOSIT IN NON-U.S. BANKING INSTITUTIONS.

Funds of customers trading on United States contract markets may be held in accounts denominated in a foreign currency with depositories located outside the United States or its territories if you are domiciled in a foreign country or if the funds are held in connection with contracts priced and settled in a foreign currency. Such accounts are subject to the risk that events could occur which would hinder or prevent the availability of these funds for distribution to you. Such accounts may also be subject to foreign currency exchange rate risks.

You authorize the deposit of funds into such foreign depositories. For customers domiciled in the United States, this authorization permits the holding of funds in regulated accounts offshore only if such funds are used to margin, guarantee, or secure positions in such contracts or accrue as a result of such positions.

In order to avoid the possible dilution of other customer funds, if you have funds held outside the United States, you further agree that your claims based on such funds will be subordinated in the unlikely event BOTH of the following conditions are met: (1) Your futures commission merchant is placed in receivership or bankruptcy; and (2) there are insufficient funds available for distribution denominated in the foreign currency as to which you have a claim to satisfy all claims against those funds.

You agree that if both of the conditions listed above occur, your claim against our assets attributable to funds held overseas in a particular foreign currency may be satisfied out of segregated customer funds held in accounts denominated in dollars or other foreign currencies only after each customer whose funds are held in dollars or in such other foreign currencies received its pro-rata portion of such funds. You further agree that in no event may a customer whose funds are held overseas receive more than its pro-rata share of the aggregate pool consisting of funds held in dollars, funds held in the particular foreign currency, and nonsegregated assets of the company.

27. CFTC REGULATIONS.

You are aware that CFTC Regulation 1.35(a-2)(2) requires you to create, retain and produce upon the request of the CFTC, the United States Department of Justice and the applicable exchange, documentation of cash transactions underlying exchanges of futures for cash commodities or exchanges of futures in connection with cash commodity transactions and, if you effect any such exchange of futures, you will comply with Regulation 1.35 (1-2)(2). If you maintain separate accounts in which, pursuant to CFTC Regulation 1.46(d)(6), offsetting positions are not closed out, you understand that, if held open, offsetting long and short positions in the separate accounts may result in the charging of additional margins even though offsetting positions will result in no additional market gain or loss. If you are a non-United States person, you acknowledge that: (a) CFTC Regulation 15.05 designates us as the agent of foreign brokers, customers of foreign brokers, and foreign traders for certain purposes; and (b) CFTC Regulation 21.03 authorizes the CFTC to request, when unusual market circumstances exist, certain account information from us as well as foreign brokers and traders.

28. ONLINE SERVICES/ELECTRONIC STATEMENTS.

If we provide you with access to online brokerage service facilities, you agree to our posted terms of use, privacy statement and service agreement and the Electronic Order Entry & Account Access Agreement as if the same were set forth in this Agreement. We do not guarantee access to your account at all times, nor do we guarantee the receipt, acceptance and entry of any order transmitted to us electronically. You further agree that any market data or information provided to you will not be broadcast, retransmitted or commercially exploited and you acknowledge that exchanges and markets have a proprietary interest in this data and information. If you have agreed to the electronic transmission of information, you understand that we do not guarantee delivery.

29. GOVERNING LAW; JURISDICTION AND VENUE; SERVICE OF PROCESS; LIMITATION ON ACTIONS; WAIVER OF JURY TRIAL.

In order to induce us to accept this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you hereby agree to the following:

A. This Agreement is made, upon acceptance by us, in the State of Illinois, and shall be governed by, and the rights and liabilities of the parties shall be determined in accordance with, the laws of the State of Illinois, without regard to any of its conflicts of laws, principles or rules, and by the laws of the United States.

B. IF YOU HAVE NOT ENTERED INTO AN ARBITRATION AGREEMENT OR IF ARBITRATION IS UNAVAILABLE, ALL ACTIONS OR PROCEEDINGS, WHETHER INITIATED BY YOU OR US, WITH RESPECT TO ANY CONTROVERSY ARISING OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE LITIGATED ONLY IN COURTS WHOSE SITUS IS IN THE STATE OF ILLINOIS. YOU HEREBY SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT OF THE NORTHERN DISTRICT OF ILLINOIS, EASTERN DIVISION, AND ANY OTHER COURT OF COMPETENT JURISDICTION WHOSE SITUS IS IN CHICAGO, ILLINOIS. IF YOU BRING ANY ARBITRATION (INCLUDING, BUT

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NOT LIMITED TO, NFA ARBITRATIONS), ADMINISTRATIVE OR REPARATIONS PROCEEDINGS AGAINST US, YOU HEREBY AUTHORIZE AND DIRECT SUCH ARBITRATORS, ADMINISTRATIVE LAW JUDGES, OR JUDGMENT OFFICERS TO HOLD ANY SUCH PROCEEDINGS IN CHICAGO, ILLINOIS. YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION YOU MAY BRING AGAINST US, OR THAT SUCH LITIGATION IS BROUGHT IN AN INCONVENIENT FORUM OR THAT FORUM IS IMPROPER.

C. You agree to accept court service of process by registered or certified mail addressed to you at the address you provided in your customer application, or to such other addresses as you have supplied to us in writing, and such service shall constitute personal service of process.

D. No judicial, administrative, arbitration or reparations proceeding may be commenced by you or us more than one (1) year after any claim arises, directly or indirectly, out of this Agreement or the transactions contemplated thereby. You hereby waive any statutes of limitation, including, but not limited to, the Commodity Exchange Act's and the National Futures Association's two (2) year limitation on actions.

E. You hereby waive any right you may have to a trial by jury.

30. HEADINGS.

The headings of the provisions hereof are for descriptive purposes only and shall not modify or qualify any of the rights or obligations set forth in such provisions.

Signature of Customer _______________________ Title ___________________ Date__________________________
Signature of Customer _______________________ Title ___________________ Date__________________________
Signature of Customer _______________________ Title ___________________ Date__________________________
Signature of Customer _______________________ Title ___________________ Date__________________________

IF A PARTNERSHIP ACCOUNT, EACH GENERAL PARTNER MUST SIGN; IF A CORPORATE ACCOUNT, AN AUTHORIZED OFFICER MUST SIGN; IF AN L.L.C. ACCOUNT, EACH MANAGING MEMBER MUST SIGN; IF A TRUST ACCOUNT, EACH TRUSTEE MUST SIGN.

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Exhibit 10.01(e)

FOREIGN EXCHANGE MASTER AGREEMENT

This FOREIGN EXCHANGE MASTER AGREEMENT sets forth the terms and conditions that will govern foreign currency trading between Bear Stearns Forex Inc. ("BSF") and (CUSTOMER NAME) (an investment fund organized under Luxembourg law, which hereinafter shall be referred to as the "Counterparty"). This Agreement shall not require the Parties to enter into any Forex or Option Contracts but shall govern any Forex or Option Contracts which are currently outstanding or hereafter entered into. All transactions are entered into in reliance on the fact that this Master Agreement and all confirmations form a single agreement between the Parties, and the parties would not otherwise enter into any transactions. Each Party hereto represents and warrants that it is fully authorized under its charter and/or by-laws and under local and United States ("U.S.") law and regulations and an appropriate and suitable "person" to enter into this Agreement and into the type of transactions described herein. An advisor ("Advisor") may be appointed to act as Counterparty's advisor and agent for any and all purposes under this Agreement; said appointment will be by investment management agreement between Counterparty and Advisor and may also be documented on a power of attorney.

1. DEFINITIONS

As used in this Foreign Exchange Master Agreement, the following terms shall have the following meanings unless the context clearly indicates otherwise:

(a) "Account" means the account maintained by BSSC as agent for BSF in the name of Counterparty.

(b) "Advisor" means one or more entities appointed pursuant to
Section 12(k) and the Schedule, Part I., of this Agreement.

(c) "Affiliate" means parent company or affiliate of BSF, including but not limited to BSSC.

(d) "Agreement" means this Master Foreign Exchange Agreement, including the Schedule hereto, together with all Forex or Option Contracts entered into hereunder.

(e) "American Style Option" means an Option which may be exercised on any Business Day up to and including the Expiration Time.

(f) "Broker's Call Rate" means the broker's call rate quoted daily by BSSC at its main office in New York. Factors affecting the determination of BSSC's broker's call rate are the broker's call rates posted by various money center banks that BSSC selects, other representative broker's call rates, such as the "call money" rate published by the Wall Street Journal and the New York Times, and the rate that BSSC is charged when borrowing money.

(g) "BSSC" means Bear, Stearns Securities Corp.

(h) "Business Day" means any day, excluding Saturday or Sunday, on which commercial banks in New York City are open for business, provided however, that for purposes of settlement under a Forex or Option Contract, a Business Day must also be a day on which banks are open for business in the principal financial center of each of the countries whose currencies are covered by that Forex or Option Contract.

(i) "Buyer" means the owner of an Option.

(j) "Call" means an option entitling, but not obligating, the Buyer to purchase from the Seller, at the Strike Price, a specified quantity of the Call Currency.

(k) "Call Currency" means the currency agreed as such at the time an Option is entered into.

(l) "Contract Value" shall mean the U.S. Dollar value of the Currency subject to such Forex or Option Contract, at the contract price.

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(m) "Currency Pair" means the two currencies which may be potentially exchanged upon the exercise of an Option, one of which shall be the Put Currency and the other the Call Currency.

(n) "European Style Option" means an Option for which Notice of Exercise may be given only on the Option's Expiration Date, up to and including the Expiration Time, unless otherwise agreed.

(o) "Exercise Date" means the Business Day on which a Notice of Exercise received by the Seller becomes effective.

(p) "Expiration Date" means the date specified as such in a Confirmation.

(q) "Expiration Time" means the latest time on the Expiration Date on which the Seller must accept a Notice of Exercise as specified in a Confirmation.

(r) "Forex Contract" means a Forward Contract or Spot Contract; "Forward Contract" means any contract between the Parties for the purchase or sale of currency having a maturity date of more than two Business Days after the date on which such contract is entered into, provided, however, that for purposes of Section 4 of this Agreement, Forward Contract shall be any contract having a maturity date more than two days after the date on which such contract is entered into; and "Spot Contract" means any contract between the Parties for the purchase or sale of currency having a maturity date of two Business Days or less after the date on which such contract is entered into.

(s) "In-the-Money-Amount" means (i) in the case of a Call, the excess of the Spot Price over the Strike Price, multiplied by the aggregate amount of the Call Currency to be purchased under the Call, where both prices are quoted in terms of the amount of the Put Currency to be paid for one unit of the Call Currency; and (ii) in the case of a Put, the excess of the Strike Price over the Spot Price, multiplied by the aggregate amount of the Put Currency to be sold under the Put, where both prices are quoted in terms of the amount of the Call Currency to be paid for one unit of the Put Currency.

(t) "Market Value" of any currency at any time means (i) for U.S. Dollars, the amount of U.S. Dollars, and (ii) for any other currency, the amount of U.S. Dollars that could be purchased at that time in exchange for that amount of currency, based on then current exchange rates in the New York foreign exchange market for delivery of such currency on the relevant Settlement Date, as determined by BSF in any commercially reasonable manner.

(u) "Maturity Date" shall mean the date such Forex Contract or Option is to be performed between the parties to that Contract.

(v) "Notice of Exercise" means telex, telephonic or other electronic notification (excluding facsimile transmission) providing assurance of receipt, given by the Buyer prior to or at the Expiration Time, of the exercise of an Option, which notification shall be irrevocable.

(w) "Offsetting Forward Contracts" mean any two or more outstanding Forward Contracts having the same Settlement Date where under one or more of such Forward Contracts BSF has agreed to receive one currency in exchange for a second currency, and under the other of such Forward Contracts, BSF has agreed to receive such second currency in exchange for such first currency.

(x) "Option" means a Put or a Call on a Forex Contract, as the case may be, including any unexpired Put or Call previously entered into by the Parties, which shall become subject to the Agreement unless otherwise noted.

(y) "Parties" means the parties to this Agreement including their successors and permitted assigns (but without prejudice to the application of clause 4.(a)(vii)); and the term "Party" shall mean whichever of the Parties is appropriate in the context in which such expression may be used.

(z) "Person" means an appropriate person or entity to engage in Forex or Option Contracts, both under applicable laws and under any internal documents authority.

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(aa) "Premium" means the purchase price of the Option as agreed upon by the Parties, and payable by the Buyer to the Seller thereof.

(ab) "Premium Payment Date" means unless otherwise agreed by the parties hereto the date specified at the time of the execution of the option unless otherwise provided for in the Confirmation.

(ac) "Put" means an option entitling, but not obligating, the Buyer to sell to the Seller at the Strike Price a specified quantity of the Put Currency.

(ad) "Put Currency" means the currency agreed as such at the time an Option is entered into.

(ae) "Seller" means the Party granting an Option.

(af) "Settlement Date" means the Business Day specified for delivery of the currencies bought and sold under a Forex or Option Contract, or the date such Forex Contract or Option is to be performed between the Parties.

(ag) "Spot Date" means the spot delivery day for the relevant Currency Pair as generally used by the foreign exchange market;

(ah) "Spot Price" means the price at the time at which such price is to be determined for foreign exchange transactions in the relevant Currency Pair for value on the Spot Date, as determined in good faith by the Seller and/or BSF;

(ai) "Strike Price" means the price specified in a Confirmation at which the Currency Pair may be exchanged.

2. ENTRY INTO FOREX CONTRACTS AND OPTIONS

The Parties shall be legally bound by the terms of each Forex Contract or Option (hereinafter Forex Contracts and Options may be collectively referred to as "FX Transaction(s)") from the moment they agree to those terms (whether orally or otherwise). BSF shall issue a confirmation ("Confirmation") or shall procure that BSSC does so as soon as practicable after an FX Transaction is entered into. Absent manifest error, unless the Counterparty objects to the terms contained in any Confirmation within one (1) Business Day of receipt (as such term is defined in Section 12 (c)) thereof (the "Applicable Period"), the terms of such Confirmation shall be deemed correct. However, if a corrected Confirmation is issued by BSF or an Affiliate of BSF within the Applicable Period, it shall supersede the previous Confirmation and be deemed correct, unless the Counterparty objects to the terms contained in such corrected Confirmation within the subsequent Applicable Period, as measured from the receipt (as such term is defined in Section 12 (c)) of the corrected Confirmation. The failure by BSF or its Affiliates to issue a Confirmation shall not prejudice or invalidate the terms of any FX Transactions governed by the Agreement. Should Counterparty request suppression of Confirmations, that lack of a Confirmation shall not prejudice or invalidate the terms of any FX Transaction governed by this Agreement.

3. NETTING

(a) If at the time the Parties enter into a Forward Contract, one or more other Forward Contracts are outstanding, which, when taken together with such new Forward Contract, constitute Offsetting Forward Contracts, then (unless the Parties otherwise specifically agree in writing or by exchange of telexes evidencing mutual agreement with respect to one or more such Forward Contracts) all such Offsetting Forward Contracts will automatically be canceled and discharged and simultaneously replaced through novation by a new Forward Contract which provides as follows: with respect to each currency, the amount to be delivered by each Party under such Offsetting Forward Contracts shall be compared and the Party having the greater obligation with respect to such currency shall deliver to the other Party on the Settlement Date of such Offsetting Forward Contracts an amount of such currency equal to the difference between the amounts originally required to be delivered by the Parties pursuant to such Offsetting Forward Contracts. Such new Forward Contract should be considered a "Forward Contract" under this Agreement.

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(b) If each Party has sold a Call Option to the other Party, or if each Party has sold a Put Option to the other Party, then such pair of Call Options or such pair of Put Options shall be terminated and discharged automatically upon the payment in full of the last Premium payable in respect of such Options; provided that such termination and discharge may only occur in respect of Options:

(i) each being with respect to the same Currency Pair;

(ii) each having a Put Currency amount equal to the Put Currency amount of the other and a Call Currency amount equal to the Call Currency amount of the other;

(iii) each having the same Expiration Date and Expiration Time;

(iv) each being of the same style, i.e., either both being American Style Options or both being European Style Options;

(v) each having the same Strike Price;

(vi) neither of which shall have been exercised by delivery of a Notice of Exercise; and

(vii) that are otherwise identical in terms that are material for purposes of set-off and discharge.

In the case of a pair of Options meeting all the conditions for termination and discharge except condition (ii) above, the Option having the smaller Put Currency amount and Call Currency amount shall be automatically terminated and discharged in its entirety upon payment in full of the last premium payable in respect of such Options; and the Put Currency and Call Currency amounts of the surviving Option shall be reduced by the respective Put Currency and Call Currency amount of the Option discharged. The surviving Option, with Put Currency and Call Currency amounts reduced as aforesaid, shall continue to be an Option for all purposes of this Agreement, including this
Section 3. Upon the occurrence of termination and discharge under this Section
3., neither Party shall have any further obligation to the other party in respect of Options discharged.

Any Forward Contract and Option resulting from netting as provided for in this Section 3 remains a "Forward Contract" and "Option", respectively, hereunder.

4. LIQUIDATION OF CONTRACTS

(a) A "default" shall occur with respect to any Party if: (i) the defaulting Party shall fail to pay or perform any obligation under this Agreement or any FX Transaction; (ii) the defaulting Party shall commence a case or proceeding under any bankruptcy or insolvency law or have any such case or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced) or be unable to pay its debts as they become due; (iv) the defaulting Party shall have a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official appointed with respect to itself or any substantial part of its assets under the laws of any jurisdiction application to it or to all or part of its assets, and in each such case such event is not cured after notice from BSF; (v) the defaulting Party shall disaffirm, disclaim or repudiate any obligation; (vi) any representation or warranty of the defaulting Party shall prove to have been false or misleading in any material respect when made or repeated or when deemed to be made or repeated; (vii) the defaulting Party consolidates or amalgamates with, or merges into, or transfers all or substantially all its assets to, another entity and the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of the defaulting Party immediately prior to such action; (viii) Counterparty fails to give adequate assurance of its ability and/or its eligibility to perform its obligations under this Agreement after a written notice requesting it to do so when BSF or any Affiliate has reasonable grounds for insecurity; (ix) Counterparty is in default under any other agreement with any Bear Stearns Entity; or (x) Counterparty fails to provide to BSF a copy of payment instructions from their paying bank by 3:00 p.m. New York time after a request by BSF on any day that a payment is due.

(b) Notwithstanding any other provision of this or any other agreement between the Counterparty and BSF, immediately upon the occurrence of a default, BSF shall have the right, in its sole and absolute discretion, to cancel, terminate and liquidate any or all Forward Contracts then outstanding at any time or from time to time by:

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(i) closing out each such Forward Contract at a price equal to the difference between the respective Market Values of the currencies that are the subject of that Forward Contract at the time of liquidation, so that such Forward Contract is canceled and a settlement payment in an amount equal to the difference between such Market Values is due to the Party owed the currency having the greater Market Value;

(ii) discounting each amount then due, where applicable, under clause (i) to present value as at the time of liquidation (to take account of the period between the date of liquidation and the Settlement Date of the relevant Forward Contract) or in the case of Forward Contracts where the Settlement Date has occurred adding interest to the amount owing by the Defaulting Party at a rate equal to Broker's Call Rate plus a spread to be determined by BSF in a commercially reasonable manner; and

(iii) closing out each such Option at the time of liquidation so that each such Option is canceled. Market damages shall be calculated in U.S. Dollars for each party such that they are equal to the aggregate of (a) with respect to each Option purchased by a party, the current market value for such Option, (b) with respect to each Option sold by a party, any unpaid Premium, and, to the extent permitted by applicable law, interest on any unpaid Premium in the same currency as such Premium at the then prevailing market rate, and (c) with respect to any exercised Option, any unpaid amount due in settlement of such Option and, to the extent permitted by applicable law, interest thereon from the applicable Settlement Date to the day of close-out; and (d) any costs and expenses incurred by the non-defaulting Party in covering its obligations (including a delta hedge) with respect to such Option, all as determined in good faith by the non-defaulting Party; and

(iv) setting-off against each other or aggregating, as appropriate, all such discounted amounts owing by one Party to the other and, at the election of BSF any or all Margin (as defined below) then held by BSF, and any or all other amounts owing by one Party to the other which relate to this Agreement or any Forward Contract (whether or not then due), so that all such amounts are netted to a single net amount due to one Party. The net amount due after liquidation shall be paid within one Business Day.

(c) After a default by Counterparty, BSF or an Affiliate may at any time and from time to time, liquidate any or all non-cash Margin (as defined in Section 11) without notice to Counterparty. BSF or an Affiliate may, at its option, include the proceeds of any such liquidation in any set off under
Section 4(b)(iv) and/or Section 4(e).

(d) The rate of interest to be used for purposes of calculating present value under Section 4 (b) (ii) and Section 4 (e) shall be as determined by BSF in any commercially reasonable manner.

(e) BSF's rights under this Section 4 shall be in addition to, and not in limitation or exclusion of, any other rights which BSF or any of its Affiliates may have (whether by agreement, operation of law or otherwise), and BSF and its Affiliates shall have a general right of set-off with respect to all amounts owed by Counterparty to BSF or to any of BSF's Affiliates whether due or not due (provided that any amount not due at the time of such set-off shall be discounted to present value). In addition to, and without limiting any of BSF's rights under Section 4 (b), after a default, BSF may, in its sole and absolute discretion, liquidate any or all outstanding such Spot Contracts in a manner comparable to that set forth in Section 4 (b) (i) and (if BSF so elects) including any settlement payments resulting from that close out in any set-off pursuant to Section 4 (b) (iv) and/or this Section 4 (e).

(f) BSF's parent, subsidiaries and affiliates have the right to liquidate any other positions which Counterparty may have in any other accounts with BSF, its parent, subsidiaries, and affiliates, and to set-off the proceeds therefrom against any amounts owing by Counterparty to BSF and/or to any of its affiliates and subsidiaries. Any property of Counterparty in accounts of Counterparty at BSF, its parent, subsidiaries or Affiliates (collectively and individually "Bear Stearns Entity" or "Bear Stearns") is subject to a first security interest and lien by said Bear Stearns

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Entity. Each Bear Stearns entity is an intended third-party beneficiary of this Agreement and BSF is entering into this Agreement upon reliance of said fact.

(g) BSF and its Affiliates shall have a general right of set-off with respect to all amounts owed by Counterparty to BSF or to any of BSF's Affiliates or by BSF or any of its Affiliates to Counterparty, whether due or not due (provided that any amount not due at the time of such set-off shall be discounted to present value).

(h) To the extent any margin posted by Counterparty pursuant to this Agreement is held in another Bear Stearns Entity (parent, subsidiary, or affiliate of BSF), said Bear Stearns Entity has all the rights which BSF has under this Agreement and under any agreement between Counterparty and such Affiliate, including but not limited to the rights of liquidation and set-off.

(i) In addition to each Party's obligations noted in this Section 4, each Party shall be liable to the other Party (and in the case of BSF, this means BSF and its Affiliates) for any remaining deficiency, loss, costs or expenses sustained by the other Party and pay to such other Party all out-of-pocket expenses incurred (including fees and disbursements of counsel) in connection with any reasonable collection or other enforcement proceedings related to any required payments.

(j) In the event of default, the Bear Stearns Entity reserves the right to sell, without prior notice to Counterparty, any and all property in which Counterparty has an interest held by or through a Bear Stearns Entity, to buy any or all property which may have been sold short, to cancel any or all outstanding transactions and/or to purchase or sell any other securities or property to offset market risk, and to offset any indebtedness it may have, after which the Counterparty shall be liable to the Bear Stearns Entity for any remaining deficiency, loss, costs or expenses sustained by the Bear Stearns Entity in connection therewith. Such purchases and/or sales may be effected publicly or privately without notice or advertisement in such manner as the Bear Stearns Entity may in its sole reasonable discretion determine. At any such sale or purchase, the Bear Stearns Entity may purchase or sell the property free of any right of redemption.

5. OPTIONS PREMIUMS

(a) The Premium related to an Option shall be paid on its Premium Payment Date in the currency specified by the parties and in immediately available funds.

(b) If any Premium is not received on the Premium Payment Date, BSF may elect either: (i) to accept a late payment of such Premium; or (ii) to give written notice of such non-payment and treat the related Option as void and/or treat such non-payment as an Event of Default under clause (i) of the definition of Event of Default. Counterparty shall pay all out-of-pocket costs and actual damages incurred in connection with any unpaid or late Premium or void Option, including, without limitation, interest on any Premium in the same currency as such Premium at the then prevailing market rate and any other costs or expenses incurred by the Seller in covering its obligations (including, without limitation, a delta hedge) with respect to such Option.

6. EXERCISE OF OPTIONS

(a) The Buyer may exercise an Option by delivery to the Seller of a Notice of Exercise. If an Option has not been exercised prior to or at the Expiration Time, it shall expire and become void and of no effect. Any Notice of Exercise shall: (i) if received prior to 3:00 p.m. on a Business Day, be effective upon receipt thereof by the Seller; and (ii) if received after 3:00
p.m. on a Business Day, be effective only as of the opening of business of the Seller on the first Business Day subsequent to its receipt, or if the Expiration Date occurs before such Business Day, at the Expiration Time on the Expiration Date. Any Notice of Exercise relating to a European Style Option, if received prior to or at the Expiration Time on the Expiration Date, or at any time prior to the Expiration Date, shall be effective at the Expiration Time on the Expiration Date.

(b) Unless the Seller is otherwise instructed by the Buyer, if an Option has an In-the-Money Amount at its Expiration Time that equals or exceeds the product of 1% of the Strike Price and the amount of the Call or Put Currency, as appropriate, then the Option shall be deemed automatically exercised.

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7. PAYMENT NETTING; MANNER OF PAYMENT

(a) Prior to the Settlement Date of each Forex Contract, such Forex Contract shall, by mutual agreement, be offset or rolled forward; provided, however, that if, such Forex Contract has not been offset or rolled forward by mutual agreement, the Parties agree that BSF shall have the right but not the obligation in its sole discretion to (i) close out such Forex Contract (the "Old Contract") at a price equal to the difference between the respective Market Values of the currencies that are the subject of the Old Contract at the time of such close out, so that such Old Contract is canceled and a settlement payment in an amount equal to the difference between such Market Values is due to the Party owed the currency having the greater Market Value, which settlement payment shall be due and payable on the Settlement Date of such Old Contract, and (ii) establish a new Forex Contract between the Parties for the purchase and sale of the same currencies for delivery on a Settlement Date (the "New Settlement Date") that is the first Business Day following the Settlement Date of the Old Contract at a price based on then current exchange rates in the New York foreign exchange market for delivery of such currencies on the New Settlement Date, as determined by BSF in any commercially reasonable manner.

(b) If, at any time, BSF, in its sole discretion, allows Counterparty to settle rather than roll a contract, then: if, on any date, any amounts would otherwise be payable hereunder by each Party to the other in the same currency, then (subject to any right to liquidate under Section 4) each Party's obligation to make payment of any such amount in that currency will be automatically satisfied and discharged on such date 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 the other Party the excess of the larger aggregate amount over the smaller aggregate amount.

(c) All payments under this Agreement or any Forex or Option Contract (i) if of U.S. Dollars, shall be made by wire transfer of immediately available funds to the bank account in a major U.S. financial center designated by the Party receiving payment, and (ii) if of any other currency, shall be made by wire transfer of immediately available funds to the bank account in a major financial center in the country in which that currency is legal tender designated by the Party receiving payment, provided that each such bank designated hereunder must be reasonably acceptable to the other Party.

(d) If, at any time, BSF, in its sole discretion, allows Counterparty to take or make delivery, then payment shall be per paragraph 7(c) above and with a written record.

(e) Regarding the netting of Options, if on any date, Premiums would otherwise be payable hereunder, in the same currencies, between the Parties then, on such date, each Party's obligation to make payment of any such Premium will be automatically satisfied and discharged and, if the aggregate Premium(s) that would otherwise have been payable by one Party exceeds the aggregate Premium(s) that would otherwise have been payable the other Party, replaced by an obligation upon the Party by whom the larger aggregate Premium(s) would have been payable to the other Party the excess of the larger aggregate Premium(s) over the smaller aggregate Premium(s). The netting and settlement of Premiums shall be separate from the netting and settlement of Forex Contracts.

(f) Any obligation of BSF (whether or not matured) to pay any sums to Counterparty under this Agreement shall be conditional upon all obligations (whether or not matured) owed by the Counterparty to BSF hereunder having been fully and effectively discharged (or if not matured, provided for in a manner acceptable to BSF.)

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8. TERMINATION

This Agreement may be terminated by either Party on five (5) days prior written notice, but such termination shall not affect any rights of any Party which have arisen prior to such termination including, but not limited to any Forex or Option Contract outstanding at the time such termination is effective, which shall remain subject to the terms and conditions of this Agreement until all outstanding obligations are performed or liquidated. Nothing herein shall be construed to limit BSF or any of its Affiliates' right to refuse to engage in any Forex or Option Contract with Counterparty or to limit open positions in accordance with any agreement between the Parties. The provisions of Section 4
(h) and 12 (n) shall survive the termination of this Agreement.

9. ILLEGALITY, IMPOSSIBILITY AND FORCE MAJEURE

If either Party is prevented from or hindered or delayed by reason of force majeure or act of State in the delivery or payment of any currency under a Forex or Option Contract, or if it becomes unlawful or impossible for either Party to make or receive any such payment, then the Party for whom such performance has been prevented, hindered or delayed or has become illegal or impossible shall promptly give notice thereof to the other Party and such notified Party may, by written notice to the Counterparty, require the close-out of each affected Forex or Option Contract in accordance with the provisions of
Section 4.

10. CREDIT INFORMATION

Counterparty shall give BSF such credit information concerning Counterparty as BSF may reasonably request from time to time including, without limitation, annual financial statements for Counterparty in certified or audited form commencing with the most recent such report issued when this Agreement is entered into and thereafter for each fiscal year as soon as available. Counterparty agrees to promptly advise BSF in writing should there be any material change in Counterparty's financial condition, business, or prospects. BSF may obtain this information as a credit review process to protect firm exposure, but not to determine status or suitability to engage in FX Transactions. Since such a credit check is not a suitability test, and you should not engage in any FX Transactions simply because you are deemed credit eligible.

11. MARGIN/MARK-TO-MARKET

Initial Margin (as defined below) and Variation Margin (as defined below) shall be paid and returned as provided for in this Section 11. (Initial Margin and Variation Margin are referred to collectively as "Margin".)

(a) At the time of entry into each Forex Contract, Counterparty shall provide BSF, or an Affiliate, as initial margin ("Initial Margin"), a percentage of that Contract's Contract Value (as defined below), as BSF elects from time to time in BSF's sole discretion. After a Forex Contract ceases to be outstanding, BSF shall return to Counterparty any Initial Margin that BSF holds with respect to such Forex Contract. The "Contract Value" of a Forex Contract is the amount of U.S. Dollars to be delivered on the Settlement Date of that Contract. But, if the U.S. Dollar is not one of the currencies covered by that Forex Contract, then the "Contract Value" is the amount of U.S. Dollars that could be purchased on the date such Forex Contract is entered into, in exchange for the amount of currency to be purchased by BSF under that Contract, based on the then current exchange rate in the New York foreign exchange market on such date for delivery of such currency on the relevant Settlement Date, as determined by BSF in any commercially reasonable manner.

(b) At the time of sale of an Option Contract by Counterparty, it shall provide BSF as initial margin a percentage of that Option Contract value (as defined below). The "Option Contract Value" of an Option Contract is (i) the amount of U.S. Dollars to be delivered on the Settlement Date if that contract is exercised or (ii) if the U.S. Dollar is not one of the currencies covered by such Option, the amount of U.S. Dollars that could be purchased on the date such Option is entered into, in exchange for the currency to be delivered by the Seller under such Option, based on the then current exchange rate in the New York foreign exchange market for delivery of such currency on the Expiration Date of such Option, as determined by BSF in any commercially reasonable manner.

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(c) As of the close of business on each Business Day, the net aggregate unrealized gain on all Forex Contracts and the market value of Option Contracts then outstanding shall be calculated by BSF by:

(i) first determining for each such Forex Contract the difference between the respective Market Values of each of the Currencies that is the subject of that Forex Contract, it being understood that the party owed the Currency with the larger Market Value has an unrealized gain equal to such difference,

(ii) then determining the sum of each party's unrealized gains under all such Forex Contracts, and

(iii) plus the Market Value of long options positions, less the Market Value of short options positions.

If the aggregate unrealized gain of BSF, adjusted for the Market Value of Forex Options, exceeds that of the Counterparty, BSF shall have a "Market Exposure" in an amount equal to such excess.

(d) If on any Business Day, the Market Exposure of BSF exceeds a percentage (as determined by BSF in its sole discretion from time to time) of the aggregate amount of Initial Margin then held by BSF with respect to all Forex and Option Contracts then outstanding, Counterparty shall provide BSF with additional Margin ("Variation Margin") in an amount equal to such Market Exposure.

(e) If, on any Business Day, the aggregate amount of Variation Margin held by BSF with respect to all Forex or Option Contracts then outstanding exceeds BSF's Market Exposure, BSF shall return the Variation Margin to Counterparty in an amount equal to such excess.

(f) Each payment or return of Variation Margin shall be made on the day demanded if notified by 1:00 p.m. New York time and otherwise within the Business Day after notification. Margin shall be provided in the form of: (i) cash; (ii) U.S. Treasury Bills maturing not more than 180 days from the date of delivery from Counterparty to BSF (provided that for purposes of determining the amount of Margin held by BSF at any time, U.S. Treasury Bills shall be valued at 90% of their then current market value for sale in the ordinary course in the government securities market, as determined by BSF in any commercially reasonable manner) or (iii) such other collateral as BSF, in its sole discretion, shall deem acceptable with such "haircut" applied thereto as BSF, in its sole discretion, shall deem appropriate. Non-cash Margin shall be delivered to BSF in accordance with its instructions.

(g) Counterparty hereby grants to each Bear Stearns Entity a valid and first priority, perfected, continuing security interest in and assign (a) all property now or hereafter held or carried by any Bear Stearns Entity in any of your accounts, in all property in which you now have or hereafter acquire an interest, which is now or hereafter held by or through any Bear Stearns Entity and all property or otherwise held or subject to the control of any Bear Stearns Entity or agent thereof, including (without limitation) all margin, securities, monies, investment property (including without limitation all financial assets and instruments), (b) all rights you have in any Obligation (as defined below) of any Bear Stearns Entity, and (c) any and all rights, claims or causes of actions you may now or hereafter have against any Bear Stearns Entity (including without limitation all rights you have in any repurchase agreement to which any Bear Stearns Entity is a party) and, (d) all proceeds of or distributions on any of the foregoing (collectively (a) through (d), "Collateral"), as security for the payment and performance of any and all of your Obligations to each Bear Stearns Entity. The description of any property that is collateral under any activity, including, but not limited to, collateral described in any confirmation, account statement, or activity report, is hereby incorporated into this Agreement as if fully set forth herein and constitutes collateral hereunder. You hereby acknowledge and agree that all such property of yours held by or through any Bear Stearns Entity is held as Collateral by such Bear Stearns Entity as agent and bailee for itself and all other Bear Stearns entities. Each Bear Stearns Entity agrees to act as agent and bailee of and for each other Bear Stearns Entity in respect of the Collateral and shall hold any Collateral both secured party and as agent and bailee of and for each other Bear Stearns Entity. Each Bear Stearns Entity shall, and hereby agrees to, comply without your further consent with any orders or instructions of each other Bear Stearns Entity with respect to the Collateral, including (without limitation), (i) any entitlement orders, including without limitation, all notifications it receives directing it to transfer or redeem any Collateral and (ii), if the Bear Stearns Entity is a commodity intermediary, any instructions to

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

Stearns Entity to apply any value distributed on account of a commodity contract as directed by each other Bear Stearns Entity. Each Bear Stearns Entity has the right, in its sole discretion, to not comply with (i) any entitlement order originated by you or a third party that would require a Bear Stearns Entity to make a delivery of Collateral to you or any other person and (ii) any instruction from you to apply any value on account of any commodity contract (whether such value is distributable or not), to the extent that such Collateral is necessary to satisfy any Obligation (including, without limitation, any requirement for margin or other security) to another Bear Stearns Entity if such other Bear Stearns Entity requests (orally or in writing) that such entitlement order or instruction not be complied with. Each activity has been entered into in consideration of each other and your performance of each and every one of your Obligations is a condition precedent to Bear Stearns' performance of its Obligations; provided however, that Activities shall not be merged. In furtherance of the foregoing, any Bear Stearns Entity may, at any time and without prior notice to you, use, credit, apply or transfer any such Collateral between your accounts (or other arrangements) at any Bear Stearns Entity to satisfy or secure any of your Obligations. Collateral pledged by you in connection with a particular Activity shall secure first your Obligations under that Activity and second, your Obligations under all Activities.

"Obligations" means each and every obligation or liability (including payment and delivery obligations, any "debt" as defined in the United States Bankruptcy Code, any obligation arising under a guarantee that you have provided to a Bear Stearns Entity and every obligation or requirement you have under any activity to maintain or deliver margin or other collateral with respect to such other activity) between Bear Stearns and you in connection with a guarantee, or an activity or its acceleration, cancellation, termination or liquidation, whether arising hereunder, heretofore, or hereafter.

(h) BSF shall have the free and unrestricted right to use and dispose of any Margin provided to it hereunder, subject only to its obligation to return Margin (or, in the case of Treasury Bills, comparable Treasury Bills) when and if so provided in this Agreement.

(i) Cash held by BSF as Margin shall bear interest calculated on a daily basis at the Broker's Call Rate as in effect, as advised by BSF, minus a spread to be determined by BSF from time to time, with the amount of interest accrued and paid monthly.

(j) Notwithstanding any other provision of this Section 11, BSF may from time to time make intra-day Margin calls and/or change Margin provisions contained in this Section 11 (including, without limitation, by increasing and/or decreasing any of the percentages or amounts set forth in this
Section 11), effective immediately, on notice actually received by the Counterparty. Each such change in Margin provisions shall apply to Forex or Option Contracts outstanding at the time such revised provisions become effective, as well as to Forex or Option Contracts entered into thereafter.

(k) The parties acknowledge and agree that the security interest granted hereunder shall be an automatically perfected security interest of first priority (i) granted by an "entitlement holder" (as defined in Section 8-102(a)(7) of the Uniform Commercial Code as in effect in the State of New York (the "UCC")) in favor of a "securities intermediary" (as defined in Section 8-102(a)(14) of the UCC) and (ii) granted by a "commodity customer" (as defined in Section 9-115(1)(c) of the UCC) in favor of a "commodity intermediary" (as defined is Section 9-115(1)(d) of the UCC). The Parties acknowledge and agree that New York shall be the security intermediary's jurisdiction, pursuant to
Section 8-110 of the UCC, and the commodity intermediary's jurisdiction, pursuant to Section 9-103(6) of the UCC.

12. MISCELLANEOUS

(a) This Agreement is solely for the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement may not be amended except by a writing signed by both Parties. The Section headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision of this Agreement.

(b) Any rights granted to BSF under this Agreement may be exercised by any of BSF's Affiliates, its successors or assigns.

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

(c) All notices, requests and other communications shall be delivered by hand, registered mail (return receipt requested), telex, facsimile or by electronic mail if the Counterparty has been approved by Bear Stearns to trade electronically and there is confirmation that the e-mail was delivered to the proper e-mail address, or telephone when a section hereof so allows, and shall be deemed to have been received on the date received if delivered by hand; on the date stated in the return mail receipt if sent to the respective Party's address set forth in the Schedule; when transmitted to the telex number of the respective Party set forth in the Schedule (if confirmed by the respective answerback set forth in the Schedule); when received at the facsimile number set forth in the Schedule; when delivered by e-mail; or when spoken when delivered telephonically to the telephone number set forth in the Schedule. These addresses, telex numbers, facsimile numbers and answerbacks may be changed by written notice, which shall only be effective upon receipt; it is each Party's obligation to keep the other Party appraised of such updates.

(d) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of law, and any dispute arising hereunder shall be resolved by binding and final arbitration between BSF and Counterparty at the facilities and before an all securities panel, to the maximum extent allowed by law or arbitration law, of the National Association of Securities Dealers, Inc. (NASD) or of the New York Stock Exchange, Inc. By entering into this arbitration clause BSF and Counterparty waive any and all rights to trial and rights to trial by jury they would otherwise have. Any arbitration which occurs hereunder shall be at a situs in New York, New York. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(e) Each Party hereby 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.

(f) Counterparty agrees to file whatever documents and notices are required of it under its own local law, with copies to BSF, in order to allow it to carry out each provision of this Agreement. In addition, Counterparty agrees to execute such documents and to take all steps necessary to make the terms of this Agreement effective. To the extent the filing of any such documents and notices may violate your local jurisdiction laws on secrecy; you waive any rights to such secrecy provision.

(g) Counterparty agrees to irrevocably appoint a process agent as indicated in Part II of the Schedule to this Agreement if Counterparty is not domiciled in the United States.

(h) No waiver of any breach or condition of this Agreement shall be deemed a waiver of any other breach or condition, whether of a like or different nature. This Agreement represents the entire agreement with respect to transactions described herein and supersedes any prior or contemporaneous oral or written agreements between the Parties. In the event that any provision of this Agreement is declared to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected except to the extent necessary to delete such illegal, invalid or unenforceable provision, unless the deletion of such provision shall substantially impair the benefits of the remaining provisions of this Agreement.

(i) The Parties agree that each may electronically record all telephonic conversations between or among them and their respective employees and that any such recordings may be submitted in evidence to any court or in any Proceeding for the purpose of establishing any matters pertinent to this Agreement.

(j) Should Counterparty appoint an advisor, Counterparty hereby appoints the Advisor that is listed in Part I of the Schedule to this Agreement.

(k) Counterparty hereby makes the following representations and warranties which are deemed to be repeated at the time of entry into any FX Transaction:

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

(i) None of the assets of Counterparty are "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101;

(ii) Counterparty is not subject to the fiduciary responsibilities of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); and

(iii) Counterparty's entry into Forex or Option Contracts under this Agreement will not give rise to any prohibited transaction under Title I of ERISA or
Section 4975 of the Internal Revenue Code.

(iv) Counterparty is an "eligible swap participant" within the meaning of Commodity Futures Trading Commission Rule 35.1 (codified at 17 C.F.R. Section. 35.1). Counterparty agrees to notify BSF promptly if, at any time, it no longer is an "eligible swap participant."

(v) (a) Counterparty understands that the foreign exchange spot, forward, and options markets are subject to complex risks which may arise without warning and may at times be volatile and that losses may occur quickly and in unanticipated magnitude,

(b) Counterparty is a sophisticated investor able to evaluate the risks of FX Transactions,

(c) Counterparty is prepared to bear and is capable of bearing (financially and otherwise) all risks associated with FX Transactions, and

(d) Counterparty is entering into FX Transactions based upon the advice of its Advisor and its traders, and is not relying upon advice of Bear Stearns.

(vi) Counterparty understands that whether or not an affiliate of BSF has acted as agent for other transactions, for these FX Transactions, BSF and its affiliates will be acting as principal, neither in an agency capacity nor as broker nor as advisor.

(vii) Counterparty understands that BSF may have or take positions similar or opposite to those of Counterparty, and further that the price of each FX Transaction will be as mutually agreed upon by the Parties, and in this instance, Counterparty may by verbal instruction give time and price discretion to BSF.

(viii) Counterparty understands that BSF is dealing on a principal basis and that the prices of FX Transactions quoted by BSF may not be the best prices available in the market and are subject to a mark-up.

(l) BSF represents and warrants that it is a financial institution under the provisions of Section IV of The Federal Deposit Insurance Corporation Improvement Act of 1991 as amended by regulation EE in January 1994 ("FDICIA"). This Agreement shall be a Netting Contract, as defined in FDICIA, and each receipt or payment for delivery obligation hereunder shall be a covered contractual payment entitlement or covered contractual payment obligation, respectively as defined in FDICIA.

(m) The receipt or recovery by either Party (the "first Party") of any amount in respect of an obligation of the other Party (the "second Party") in a Currency other than that in which such amount was due, whether pursuant to a judgment of a court or pursuant to Section 4 or 9, shall discharge such obligation only to the extent that on the first day on which the first Party is open for business immediately following such receipt, the first Party shall be able, in accordance with normal banking practice, to purchase the Currency in which such amount was due with the Currency received. If the amount so purchasable shall be less than the original amount of the Currency in which such amount was due, the second Party shall, as a separate obligation and notwithstanding any judgment of any court, indemnify the first Party against any loss sustained by it. The second Party shall in any event indemnify the first Party against any costs incurred by it in making such purchase of Currency.

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

(n) Each Party shall enter into each FX Transaction governed by the Agreement in reliance only upon its own judgment. Neither Party holds itself out as advising, or any of its employees or agents as having the authority to advise, the other Party as to whether or not it should enter into any such Forex or Option Contract as to any subsequent actions relating thereto or on any other commercial matters concerned with any Forex or Option Contract governed by the Agreement. Neither Party shall have any responsibility or liability whatsoever in respect of any advice of this nature given, or views expressed, by it or any of such persons to the other Party, whether or not such advice is given or such views are expressed at the request of the Party. To the extent Counterparty may communicate with BSF traders or other personnel or receive information from or on behalf of BSF, Counterparty acknowledges and agrees that any such information and/or recommendation may be incomplete, may not be verified, and may be changed without notice to Counterparty.

(o) This Agreement, the particular terms agreed between the Parties in relation to each and every FX Transaction governed by this Agreement (and, insofar as such terms are recorded in a Confirmation, each such Confirmation), the Schedule to this Agreement and all amendments to any of such items shall together form the agreement among the Parties and shall together constitute a single agreement among the Parties. The Parties acknowledge that all FX Transactions governed by the Agreement are entered into in reliance upon the fact that all items constitute a single Agreement among the Parties.

(p) For FX Forward and Spot transactions, BSSC carries the Counterparty's account(s) as clearing broker for Counterparty. For FX Options, BSF carries the accounts and BSSC solely provides an operational reporting service. Unless BSSC receives from Counterparty prior written notice to the contrary, BSF, BSSC or their affiliates may accept from Counterparty without any inquiry or investigation: (a) orders for the purchase or sale of securities, futures, foreign exchange and other property in the Counterparty's account(s) on margin or otherwise; (b) any positions executed in FX Transactions, and (c) any other instructions concerning the Counterparty's account(s) or the property therein.

(q) Counterparty hereby acknowledges, consents and agrees that, in accordance with Bear Stearns and industry policies, practices and procedures, Bear Stearns and its affiliates and branches may transmit any and all information relating to you, this Agreement, and the transactions undertaken hereunder to such affiliates and branches for efficient processing, database maintenance, record keeping or other use in accordance with such practices, policies and procedures, and that Bear Stearns and such affiliates may disclose the same as Bear Stearns determines in good faith to be appropriate to auditors, counsel, regulators and self-regulatory organizations. In addition Bear Stearns may disclose such information to the extent that it determines in good faith to be required by applicable law, rule, regulation or order.

(r) This Agreement may be executed in counterparts, each of which when executed shall be deemed an original.

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

SCHEDULE

Part I. APPOINTMENT OF ADVISOR

Should Counterparty appoint an advisor, Counterparty hereby appoints QUADRIGA ASSET MANAGEMENT INC. ("Advisor") as its agent and attorney-in-fact for any and all purposes under this Agreement. Advisor shall act through its officers, employees and agents. The powers of Advisor shall include, without limitation, the right to enter into or liquidate Forex or Option Contracts on behalf of Counterparty in such amounts, at such times and on such other terms as Advisor shall determine, the right to give and receive notices hereunder on behalf of Counterparty, and the right to agree to amendments to this Agreement on behalf of Counterparty. All acts or omissions of Advisor under or in connection with this Agreement shall have the same force and effect as if taken by a duly authorized employee of Counterparty. BSF is hereby authorized and directed to follow the instructions of Advisor in every respect concerning this Agreement and all matters related thereto. Counterparty hereby ratifies and confirms any and all Forex or Option Contracts and instructions made or given by Advisor. Counterparty's appointment of Advisor is coupled with an interest and is irrevocable. Neither BSF nor BSSC, nor its employees, officers, or directors have any duty to supervise or review the acts or advice of the Advisor, nor shall Bear Stearns, its officers, directors or employees be liable for any damage which arise from Advisor's acts or omissions.

Part II. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS FOR NON-U.S.
ENTITIES

Counterparty agrees to irrevocably appoint as process agent ("Process Agent") to receive, for it and on its behalf, service of process in any proceeding. If for any reason Counterparty's Process Agent is unable to act as such, Counterparty will promptly notify the other party and within 10 days appoint a substitute process agent acceptable to the other party. Counterparty irrevocably consents to service of process in the manner provided for in this Agreement. Nothing in this Agreement will affect the right of BSF to serve process in any other manner permitted by law.

           Name                            Title
           ----                            -----
___________________________      ___________________________
___________________________      ___________________________
___________________________      ___________________________
___________________________      ___________________________
___________________________      ___________________________
___________________________      ___________________________

          Original                    Interested Party
          --------                    ----------------
Name:                            Name:
___________________________      ___________________________

Address:                         Address:
___________________________      ___________________________
___________________________      ___________________________
___________________________      ___________________________

Attention:                       Attention:
___________________________      ___________________________

As changes in trading personnel or address occur we will forward a revised Schedule. Bear Stearns Forex Inc. may rely upon this authorization as continuing in full force and effect until Bear Stearns receives a revised Schedule changing the above information or notice of termination. In either event, however, it is understood that no change or termination will effect our obligations to you with respect to any transaction arising prior to your receipt of such written notice.

Address:          ___________________________
                  ___________________________
Attention:        ___________________________
Telephone:        ___________________________
Facsimile:        ___________________________

Address for notices or communications to Bear Stearns Forex Inc.:

Address:          383 Madison Avenue
                  New York, NY 10179
Attention:        David M. Schoenthal
                  Foreign Exchange - 7th Floor
Telephone:        (212) 272-7683
Facsimile:        (212) 272-2314

                        Page 15 of 18

                                                BEAR STEARNS FOREX INC.

FOREIGN EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officers as of the ______ day of _______________, 2003.

Attention:    David Schoenthal                By: ______________________________
Address:      383 Madison Avenue                  President & Director
              New York, NY  10179

                                              (CUSTOMER NAME)

Attention: ______________________________     By: ______________________________
Address:   ______________________________         Title:

                                              QUADRIGA ASSET MANAGEMENT INC.

Attention: ______________________________     By: ______________________________
Address:   ______________________________         Title:

                                 Page 16 of 18

                                                         BEAR STEARNS FOREX INC.
                                                      FOREIGN EXCHANGE AGREEMENT

PRECIOUS METALS SUPPLEMENT

to the

Foreign Exchange Master Agreement (the "Agreement") annexed hereto, between Bear Stearns Forex Inc. ("BSF") and (CUSTOMER NAME). This Precious Metals Supplement sets forth the additional terms and conditions that will govern precious metals trading and precious metal options trading between BSF and (CUSTOMER NAME) ("Counterparty"). This Precious Metals Supplement shall not require the Parties to enter into any Precious Metals Transactions (as defined below), but shall govern any such Transactions which are currently outstanding or hereafter entered into. Each Party hereto represents and warrants that it is fully authorized to enter into this Agreement and into the type of transactions described herein and is a commercial user of or a merchant handling precious metals with the capacity to make or take delivery of precious metals.

1. Definitions

(a) "Precious Metal" means Gold, Silver, Platinum and Palladium in each case in the form and having the minimum fineness required for good delivery at the agreed delivery location.

(b) "Precious Metals Contract" means a Forward Contract or Spot Contract for Precious Metals; "Forward Contract" shall also mean any contract between the Parties for the purchase and sale of a type of Precious Metal having a settlement date of more than two Business Days after the date on which such contract is entered into; provided, however, that for purposes of Section 4 of the Agreement, Forward Contract shall be any such contract having a settlement date more than two days after the date on which such contract is entered into; and "Spot Contract" shall also mean any contract between the Parties for the purchase and sale of a type of Precious Metal having a settlement date of two Business Days or less after the date on which such contract is entered into. "FX Transactions" shall also include any Precious Metals Contracts or options thereupon.

All terms used herein and not defined shall have the meanings ascribed thereto in the Agreement.

2. Delivery And Purchase Price

(a) On the settlement Date of each Transaction, Seller shall deliver the agreed quantity of the agreed type of Precious Metals
(a) if delivery is to be in London, by transfer to Buyer's unallocated account at a member of the London Bullion Market for that type of Precious Metal or another London bullion dealer or bank designated by Buyer which is reasonably acceptable to Seller, (b) if delivery is in New York, to a Comex depository, and (c) if delivery is in a different city, to a mutually agreed depository. Each Party acknowledges that (i) unallocated gold represents only the right to receive Precious Metal from the dealer or bank (collectively, "Depository") it selects and
(ii) it bears responsibility for the selection of the Depository at which it maintains unallocated Precious Metal and for any credit or operational rules at that Depository. The Buyer shall pay the agreed price for that Precious Metal on the Settlement Date.

3. Title And Risk Of Loss

(a) Title to and all risk of loss or damage of or to any and all Precious Metals delivered hereunder shall pass to Buyer on delivery.

4. Warranty

(a) Seller represents and warrants that (a) title to Precious Metals delivered hereunder will pass to Buyer on delivery free and clear of all liens, encumbrances and claims; (b) it has the right to sell such Precious Metal hereunder; and (c) such Precious Metals meet the requirements specified in the definition of that term herein.
THERE ARE, HOWEVER, NO OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

BEAR STEARNS FOREX INC.
FOREIGN EXCHANGE AGREEMENT

5. Taxes

(a) When laws, ordinances and regulations permit, Counterpart shall assume liability for and pay, in addition to the purchase price of the precious metal, all federal, state, municipal and foreign taxes (including Value Added Taxes), excises, charges and other fees now or hereinafter imposed, levied or assessed by any governmental authority or agency that may be applicable to the sale and/or delivery of precious metals hereunder (but excluding net income, excess profits, or corporate franchise taxes).

(b) In those cases in which the laws, regulations or ordinances impose upon the Seller the obligation to collect or pay such taxes, excises, charges, or other fees, Buyer shall pay to Seller an amount equivalent to such governmental execution for which Seller shall be liable. If Buyer is entitled to purchase precious metals free of any tax, fee or charge, Buyer shall furnish to Seller proper exemption certificates to cover such purchase or purchases. In addition, Buyer acknowledges receipt of the disclosure statement from Seller (as set forth in Section 4101 of Internal Revenue Code of 1986) or is knowledgeable of the contents thereof.

Exhibit 10.01(f)

BARCLAYS CAPITAL INC.

FUTURES AND OPTIONS CUSTOMER ACCOUNT AGREEMENT

This Futures and Options Customer Account Agreement ("Agreement") between BARCLAYS CAPITAL INC., a registered futures commission merchant ("FCM") and broker/dealer, and the undersigned ("Customer") shall govern all transactions that Barclays Capital Inc. or any of its affiliates or agents (collectively, "Barclays," unless otherwise specified) may execute, clear and/or carry on Customer's behalf for the purchase or sale of commodities, commodity futures, security futures, option and forward contracts thereon and interests therein (including exchange-for-physical ("EFPs"), exchange-for-swap ("EFSs"), and exchange-for-risk ("EFRs") transactions) (collectively, "Contracts") and any accounts, including reactivated accounts, carried by Barclays on behalf and in the name of Customer (each, an "Account").

1. APPLICABLE LAW.

Each Account and all Contracts, transactions and agreements in respect of each Account shall be subject to (i) the Commodity Exchange Act ("CEA") and all rules and interpretations of the Commodity Futures Trading Commission ("CFTC") and the National Futures Association ("NFA"); (ii) the constitution, by-laws, rules, regulations, policies, procedures, interpretations and customs of any applicable U.S. or non-U.S. board of trade, exchange, contract market, trading facility or execution facility, including, without limitation, an electronic trading system, facility or service, or clearing organization (each, a "Transaction Facility") or of any clearing firm or self-regulatory agency or organization; and (iii) any other laws, rules, interpretations, customs or usage of the trade applicable to Customer's trading of Contracts. All such laws, rules, regulations, policies, procedures, interpretations, customs and usage, as in force from time to time, are hereinafter collectively referred to as "Applicable Law".

2. GENERAL AGREEMENTS. Customer acknowledges and agrees that:

(a) Barclays' Responsibility. Barclays is responsible solely for the execution, carrying and/or clearing of Contracts in each Account in accordance with the terms of this Agreement. Neither Barclays nor any managing director, officer or employee of Barclays is acting as a fiduciary or advisor in respect of Customer or any Contract or Account. Barclays shall have no responsibility for compliance with any law or regulation governing the conduct of any fiduciary or advisor. Barclays shall have no responsibility for Customer's compliance with any law or regulation governing or affecting Customer's trading hereunder.

(b) Information and Positions. Any information on the market or on matters incidental to the operation of any of your Accounts or the nature of any of the Contracts provided by Barclays is solely incidental to the conduct of Barclays' business as an FCM. Barclays makes no representation as to the accuracy, completeness or reliability of any such information. Barclays and its managing directors, officers and employees may take, hold or liquidate positions in, or provide such information to other customers with respect to, Contracts that are the subject of such information furnished by Barclays to Customer, and such other positions and/or information may be inconsistent with the positions held by or information given to Customer.

(c) Limitation of Barclays' Liability. Barclays shall not be liable to Customer (i) in connection with the performance or non-performance by any Transaction Facility or by any other third party where the use of such third party was not required by Barclays (including, without limitation, floor brokers, executing agents, banks, clearing firms and other depositories) in respect of any Contract or other

property of Customer; (ii) as a result of any prediction or information made or given by a representative of Barclays, whether or not made or given at the request of Customer; (iii) as a result of any delay in the performance or non-performance of any of Barclays' obligations hereunder directly or indirectly caused by the occurrence of any contingency beyond the control of Barclays including, but not limited to, the unscheduled closure of a Transaction Facility, clearing firm or other depository or delays in the transmission of orders due to breakdowns or failures of transmission or communication facilities, Transaction Facilities or other systems, it being understood that Barclays 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; (iv) as a result of any action taken by or on behalf of Barclays or its floor brokers and agents to comply with Applicable Law; or (v) for any acts or omissions of those neither employed nor supervised by Barclays. Neither Barclays nor its managing directors, officers or employees shall be responsible for any loss, liability, damage or expense except to the extent that such loss, liability, damage or expense arises from its gross negligence or willful misconduct. In no event will Barclays, its managing directors, officers or employees be liable to Customer for consequential, incidental or special damages under or relating to this Agreement.

(d) Security Interest. Except to the extent proscribed by Applicable Law not subject to waiver, all Contracts, funds, margin, performance bond, premium, currencies, securities, credit balances and other property from time to time held by, to the order of or on behalf of Barclays or held for the benefit of the Customer by Barclays including, without limitation, by any Transaction Facility or clearing firm through which transactions are executed, carried and/or cleared and/or positions are held by Barclays, on behalf of the Customer, and all proceeds thereof (collectively, "Collateral") are hereby pledged to Barclays, and shall be subject to a general lien and a continuing, perfected first security interest in Barclays' favor to secure any and all of Customer's indebtedness or other obligations and/or liabilities owed to Barclays. Customer agrees to execute any documents reasonably required by Barclays for the perfection or negotiation of such general lien or security interest. Customer hereby grants Barclays the right, in accordance with Applicable Law, to borrow, pledge, repledge, transfer, hypothecate, rehypothecate, loan or invest any of the Collateral, including without limitation, utilizing the Collateral to purchase or sell securities pursuant to repurchase agreements or reverse repurchase agreements with any party, in each case without notice to Customer. Unless mutually agreed otherwise, Barclays shall pay to Customer the interest or income earned from the investment or utilization of such Collateral at a rate not to exceed the Fed Funds rate minus 0.75%.

(e) Conclusiveness of Reports and Objections. All written and oral reports or communications related to transactions in the Accounts, including but not limited to confirmations, purchase and sale statements, monthly statements and correction notices (collectively, "Reports"), shall be conclusive and binding on Customer unless Customer notifies Barclays of any objection as follows: (i) in the case of any written Reports, prior to the opening of trading on the Transaction Facility on or through which such transaction occurred on the business day following the day on which Customer receives such Report, and (ii) in the case of any oral Report, at the time such Report is given to Customer. Nothing herein, however, shall prevent Barclays upon discovery of any error or omission, from correcting a Report.

(f) Delivery and Exercise Instructions. If Customer intends to make or take delivery under any futures Contract or to exercise any option Contract, Customer agrees to notify Barclays not later than the time specified by Barclays and in any event at least (i) with respect to long positions, two
(2) business days prior to first notice day of the applicable Transaction Facility, and (ii) with respect to short positions, two (2) business days prior to the last trading day for the Contract in question (such time periods are referred to herein as the "Notice Periods"). Notwithstanding the foregoing, Customer agrees that Customer will not make or take delivery through Barclays with respect to any Contract that provides for the physical delivery of an underlying commodity that is not an energy, metal, financial, currency,

2 March 2003

equity or interest rate product (a "Non-Deliverable Contract") except with the prior consent of an officer or director of Barclays. Customer further agrees that, absent such consent to delivery, Customer shall liquidate all of Customer's open positions in Non-Deliverable Contracts no later than the end of the applicable Notice Period. With respect to any deliverable Contract, Customer shall ensure Barclays holds sufficient funds in Customer's Account to fulfill Customer's obligations to make or take delivery and shall furnish Barclays with property deliverable by Customer under any Contract in accordance with Barclays' directions. If Customer fails to comply with any of the foregoing obligations, Barclays may, at its discretion and upon Barclays' good faith effort to notify Customer, liquidate and/or roll forward to a later delivery month any open Contracts, make or receive delivery of any commodities or instruments, or exercise or allow the expiration of any options, for Customer's Account and risk, and in such manner and on such terms as Barclays in its discretion deems necessary or appropriate. Customer shall remain fully liable for, and Customer's Account will be debited for, any loss, costs, expenses and liabilities incurred by Barclays in connection with such transactions and for any remaining debit balance in Customer's Account.

(g) Options Exercise and Allocation Procedure. Customer understands and acknowledges that certain option Contracts sold by Customer may be subject to exercise at any time. Exercise notices received by Barclays with respect to option Contracts sold by Barclays customers shall be allocated among customers (including Customer) pursuant to a random allocation procedure, and Customer shall be bound by any such allocation made to it. Information regarding Barclays' random allocation procedure is available upon request. Such notices may be allocated to Customer after the close of trading on the day on which such notices have been allocated to Barclays by the applicable Transaction Facility. In the event of the allocation of an exercise notice(s) to Customer, Barclays shall use reasonable efforts to notify Customer promptly. Barclays shall have no responsibility for any action it takes or fails to take with respect to any option Contract (and, without limiting the foregoing, shall have no responsibility to exercise any option Contract purchased by Customer) unless and until Barclays receives acceptable and timely instructions from Customer indicating the action to be taken.

(h) Acceptance of Orders; Position Limits. Barclays shall have the right, whenever in its discretion it deems it appropriate, to limit the number of open Contracts (net or gross) that Barclays will at any time execute, clear and/or carry for Customer, to require Customer to reduce open positions carried with Barclays, and to refuse the acceptance of orders to establish new positions. Barclays shall immediately notify Customer of its rejection of any order. Unless specified by Customer, Barclays may designate the Transaction Facilities (including, without limitation, any electronic trading systems or facilities) on or through which it will attempt to execute orders. Customer shall comply at all times, including throughout the trading day, with all position limit rules imposed by Applicable Law.

(i) Liquidation of Offsetting Positions. Barclays shall liquidate any Contract for which an offsetting order is entered by Customer, unless Customer instructs Barclays not to liquidate such Contract and to maintain the offsetting Contracts as open positions, provided, however, that Barclays shall not be obligated to comply with any such instructions given by Customer if Customer fails to provide Barclays with any representations, documentation or information reasonably requested by Barclays or if, in Barclays' reasonable judgment, any failure to liquidate such offsetting Contracts against each other would result in a violation of Applicable Law.

(j) Reliance on Instructions. Barclays and its managing directors, officers and employees shall be entitled to rely, and shall not be liable for any reliance, on any instruction, notice or communication that it reasonably believes to have originated from Customer or Customer's duly authorized agent (including a third-party advisor, if any), and Customer shall be bound thereby.

3 March 2003

(k) Use of Clearing Brokers. Customer authorizes Barclays in its discretion to select for and on behalf of Customer floor brokers and execution agents and, on Transaction Facilities where Barclays is not a clearing member, unaffiliated clearing brokers, which will act as brokers and agents of Customer in connection with transactions in Contracts for the Account(s). Such transactions may be cleared through accounts maintained by Barclays in its own name with one or more clearing brokers.

(l) Give-Ups. Absent a separate written agreement with Customer with respect to give-ups, Barclays, in its discretion, may, but shall not be obligated to, accept from other brokers Contracts executed by such brokers for Customer and to be given up to Barclays for clearance or carrying in an Account.

(m) Financial and Other Information. Customer shall provide to Barclays such financial and other information regarding Customer as Barclays may from time to time reasonably request. Customer authorizes Barclays to contact such banks, financial institutions and credit agencies as Barclays shall deem appropriate from time to time for verification of such information. Customer shall notify Barclays promptly of any material adverse change to its condition, financial or otherwise. Customer acknowledges and agrees that Barclays may provide financial and other information regarding Customer to any Transaction Facility, clearing firm or self-regulatory agency or organization upon the request of any such entity and as permitted by Applicable Law.

(n) Currency Exchange Risk. Customer shall bear all risk and cost in respect of the conversion of currencies incident to transactions effected on behalf of Customer pursuant hereto. Unless otherwise specified in the Reports sent to Customer with respect to its Contracts and Accounts, all margin deposits in connection with any Contracts, and any debits or credits to Customer's Account(s), shall be stated in U.S. Dollars. By placing an order in a Contract settled in a particular currency (the "Contract Currency"), Customer agrees to convert to the Contract Currency funds sufficient to meet the applicable margin requirement. Any conversions of currency shall be at a rate of exchange reasonably determined by Barclays based on prevailing money market rates of exchange for such currencies.

(o) Recording of Telephone Conversations. Customer acknowledges, authorizes and consents to the recording of any telephone conversation between Customer and Barclays, on tape or otherwise, with or without the use of an automatic tone warning device. Customer hereby waives any and all objections to the admissibility into evidence of any such tape recording in any legal proceedings between the parties hereto.

(p) Inactive Accounts. Customer acknowledges that Barclays may from time to time place accounts in which there is no trading on inactive status and Customer agrees to provide whatever reasonably requested information Barclays may require upon Customer's request to reactivate any such inactive Account.

3. CUSTOMER REPRESENTATIONS.

Customer represents, warrants and agrees as of the date hereof and on the date of each transaction executed hereunder that:

(a) Customer has full right, power and authority to enter into this Agreement, and the person executing this Agreement on behalf of Customer is authorized to do so;

(b) this Agreement is binding on Customer and enforceable against Customer in accordance with its terms;

4 March 2003

(c) Customer is an "eligible contract participant," as such term is defined in Section 1a(12) of the CEA;

(d) Customer may lawfully establish and open the Account for the purpose of effecting purchases and sales of Contracts through Barclays;

(e) transactions entered into pursuant to this Agreement will not violate any applicable law (including any Applicable Law), judgment, order or agreement to which Customer or its property is subject or by which it or its property is bound;

(f) all information provided by Customer in the Futures and Options Account Application (which application and the information contained therein hereby is incorporated into this Agreement) is true, correct, complete and accurate;

(g) it will not rely on any communication (written or oral) of Barclays as investment advice or as a recommendation to enter into any transaction, and no such communication (written or oral) received from Barclays shall be deemed to be an assurance or guarantee as to the expected results of the transaction;

(h) Customer is acting for its own Account, is capable of assessing the merits of, understanding (on its own behalf or through independent professional advice) and assuming, and understands, accepts and assumes, the terms, conditions and risks of each transaction, and will make its own independent decisions to enter into Contracts and as to whether each Contract is appropriate or proper for it based on Customer's own judgment and upon advice from such advisors as it has deemed necessary;

(i) Barclays shall have no discretionary authority, power or control over any decisions made by or on behalf of Customer in respect of the Account, regardless of whether Customer relies on the information provided by Barclays in making any such decisions;

(j) except as disclosed in writing to Barclays, Customer is acting solely as principal and not as agent for any other party and no other customer has any interest in the Account;

(k) Customer has reviewed the registration requirements of the CEA, CFTC and NFA relating to commodity pool operators and commodity trading advisors and has determined that it and any person that has trading authority or control over its Account are in compliance with such requirements.

(l) Customer has made no changes to this form of Agreement, or any other form of agreement, authorization, tax form or other document relating to this Agreement or the Account(s), provided by Barclays;

(m) Barclays is relying on the representations and warranties of Customer contained herein in entering into this Agreement and opening the Account and Customer will immediately notify Barclays of any changes to the accuracy thereof;

(n) Customer expressly agrees to waive any and all claims, rights or causes of action which Customer has or may have against Barclays, its managing directors, officers and/or employees arising in whole or in part, directly or indirectly, out of any act or omission of a party who refers or introduces Customer to Barclays or who places orders on behalf of Customer; and

5 March 2003

(o) No person or entity other than Customer has, nor during the term of this Agreement will have, any ownership interest of ten percent or more in any Account, and no person other than Customer and Advisor, if any, has or will have any control over any Account, except as otherwise disclosed to Barclays in writing.

4. PAYMENT OBLIGATIONS OF CUSTOMER. With respect to every Contract purchased, sold or cleared for the Account, Customer shall pay Barclays upon demand (which demand may be written or oral):

(a) all brokerage charges, give-up fees, commissions and service fees as Barclays may from time to time charge;

(b) all Transaction Facility, clearing firm or NFA fees or charges, or any other transaction fees, regulatory fees and service charges incurred with respect to each transaction;

(c) any tax imposed on such transactions by any competent taxing authority;

(d) any debit balance or deficiency in the Account;

(e) interest on any debit balances remaining in the Account at a rate equal to the Fed Funds rate plus 0.75%, or at such other rate as may be mutually agreed upon from time to time, together with Barclays' costs and reasonable attorneys' fees incurred in collecting any such debit balance; and

(f) any other amounts owed by Customer to Barclays with respect to the Account, any Contracts carried therein or transactions undertaken in connection therewith.

Any and all payments required to be made by Customer hereunder shall be made by wire transfer, in immediately available funds, to an account designated by Barclays, unless otherwise agreed by Barclays.

5. MARGIN AND OTHER CONTRACT OBLIGATIONS. With respect to every Contract purchased, sold or cleared for the Account, Customer shall make, or cause to be made, all applicable initial margin, variation margin, intra-day margin and premium payments, and perform all other obligations attendant to Contracts or positions in such Contracts, as such payments or performance may be required by Barclays consistent with Applicable Law or as such payments or performance may be required of Barclays by any member of any Transaction Facility clearing such Contract on Barclays' behalf. Customer acknowledges and agrees that Barclays has no obligation to establish uniform margin requirements among products or customers and margins required by Barclays may exceed the minimum margin requirements of the applicable Transaction Facility and be increased or decreased from time to time at the discretion of Barclays, without advance notice to Customer.

Requests for margin deposits and/or premium payments may, at Barclays' election, be communicated to Customer orally, telephonically, electronically, or in writing. Customer margin deposits and/or premium payments shall be made to such omnibus customer account(s) as directed by Barclays, and shall be in such form as Barclays deems appropriate.

6 March 2003

6. CUSTOMER DEFAULT AND BARCLAYS' REMEDIES.

(a) Each of the following events shall be a default ("Default") by Customer under this Agreement:

(i) Customer breaches or fails to timely and fully perform any of its obligations hereunder or otherwise in respect of any Contract;

(ii) Customer fails to deposit or maintain required margin, fails to pay required premiums or fails to make any other payments required hereunder or otherwise in respect of any Contract;

(iii) if Customer is an employee benefit plan, the termination of Customer or the filing by Customer of a notice of intent to terminate with a governmental agency or body, or the receipt of a notice of intent to terminate Customer from a governmental agency or body, or the inability of Customer to pay benefits under the relevant employee benefit plan when due;

(iv) any representation made by Customer or Advisor (if any) is not or ceases to be accurate and complete in any material respect;

(v) a case in bankruptcy is commenced or a proceeding under any insolvency or other law for the protection of creditors or for the appointment of a receiver, trustee or similar officer is filed by or against Customer;

(vi) Customer makes or proposes to make any arrangement or composition for the benefit of its creditors, or Customer or any of its property is subject to any agreement, order or judgment providing for Customer's dissolution, liquidation or reorganization, or for the appointment of a receiver, trustee or similar officer for Customer or its property;

(vii) Customer makes an admission in writing that it is insolvent or is unable to pay its debts when they mature or the suspension by Customer of its usual business or any material portion thereof; and

(viii) any warrant or order of attachment is issued against any Account or a judgment is levied against any Account.

(b) Upon the occurrence of a Default, or if Barclays reasonably considers it necessary for its protection to exercise any of the following remedies, then Barclays shall have the right, in addition to any other remedy available at law or equity to Barclays, all without demand for margin and without notice or advertisement (except as provided in Section 6(c) below):

(i) close out any or all of Customer's open Contracts, including, without limitation, through EFPs, EFSs or EFRs. For the purposes of this provision, Customer expressly authorizes Barclays to act as broker for Customer or as principal opposite Customer with respect to such EFP, EFS or EFR transactions and to execute such physical commodity, swap or over-the-counter transactions and documents on behalf of Customer as may be necessary to effect such EFP, EFS or EFR transactions. Customer recognizes that such EFP, EFS or EFR transactions are not competitively executed by open outcry on a Transaction Facility but will be executed at the market price then available to Barclays;

(ii) cancel any or all of Customer's outstanding orders;

7 March 2003

(iii) treat any or all of Customer's obligations due Barclays as immediately due and payable;

(iv) set off any obligations of Barclays to Customer against any obligations of Customer to Barclays;

(v) sell any Collateral and/or set off and apply any Collateral or the proceeds of the sale of any Collateral to satisfy any obligations of Customer to Barclays;

(vi) borrow or buy any Contracts, options, securities or other property for any Account;

(vii) terminate any or all of Barclays' obligations for future performance to Customer; and/or

(viii) take such other or further action as Barclays in its discretion reasonably considers necessary or appropriate for its protection.

(c) So long as Barclays' rights or position would not be jeopardized thereby, Barclays shall make a good faith effort to notify Customer of its intention to take any of the actions specified in (i) through (viii) of
Section 6(b) above before taking any such action. Barclays shall not be deemed to have breached any obligation to Customer if no such notice is given. Any sale or purchase hereunder may be made in any manner determined by Barclays to be commercially reasonable. In all cases a prior demand, margin call or notice of any kind shall not be considered a waiver of Barclays' right to take any action provided for herein. Customer shall be liable for the payment of any deficiency remaining in each Account after any such action is taken, together with interest thereon.

7. TERMINATION.

(a) This Agreement may be terminated by Customer or Barclays by written notice to the other. Such termination shall be effective when received by the addressee thereof and shall be of no effect in relation to any orders placed or transactions executed prior to such notice. 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 FCM.

(b) Upon satisfaction by Customer of all liabilities to Barclays arising hereunder (including payment obligations with respect to the transfer of Contracts to another FCM), Barclays shall transfer to the FCM specified by Customer all Contracts, cash, securities and other property then held for any Account, whereupon this Agreement shall terminate. The representations, warranties and indemnities contained in this Agreement shall survive any termination of this Agreement.

8. INDEMNIFICATION. Customer hereby agrees to pay, indemnify and hold Barclays, its managing directors, officers and employees harmless from and against any and all loss, liability, damage, cost, penalty, fine, tax or expense (including, without limitation, reasonable attorneys' fees, costs of collection and any cost incurred in successfully defending against any claim asserted by Customer) (collectively, "Losses") incurred by Barclays or such other persons in connection with the Account and/or any transactions or positions established or maintained therein. Such indemnification shall include, without limitation, Losses with respect to (i) any action taken or not taken by Barclays and its managing directors, officers or employees in reliance upon any instruction, notice or communication that it reasonably believes to have originated from Customer or Customer's duly authorized agent (including a

8 March 2003

third-party advisor, if any), and (ii) the exercise of Barclays' default remedies under Section 6 of this Agreement.

9. GOVERNING LAW, JURISDICTION AND WAIVER OF JURY TRIAL.

(a) THE CONSTRUCTION, VALIDITY, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES).

(b) TO THE EXTENT NOT OTHERWISE REQUIRED UNDER APPLICABLE LAW, ANY DISPUTES ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION HEREWITH SHALL BE RESOLVED IN A COURT OF LAW LOCATED IN THE STATE OF NEW YORK, BOROUGH OF MANHATTAN OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE JURISDICTION OF SUCH COURTS AND AGREE THAT VENUE BEFORE SUCH COURTS IS PROPER. CUSTOMER CONSENTS TO THE SERVICE OF PROCESS BY THE MAILING TO CUSTOMER OF COPIES OF THE APPROPRIATE COURT FILING BY CERTIFIED MAIL TO THE ADDRESS OF CUSTOMER AS IT APPEARS ON THE BOOKS AND RECORDS OF BARCLAYS, SUCH SERVICE TO BE EFFECTIVE THREE DAYS AFTER MAILING. CUSTOMER HEREBY WAIVES IRREVOCABLY ANY IMMUNITY TO WHICH IT MIGHT OTHERWISE BE ENTITLED IN ANY ARBITRATION, ACTION AT LAW, SUIT IN EQUITY OR ANY OTHER PROCEEDING ARISING OUT OF OR BASED ON THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION HEREWITH.

(c) CUSTOMER HEREBY WAIVES A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION IN CONNECTION THEREWITH.

10. MISCELLANEOUS.

(a) Severability. If any provision of this Agreement is or at any time becomes inconsistent with or invalid under any present or future Applicable Law, such inconsistent or invalid provision shall be deemed to be superseded or modified to conform to such Applicable Law, but in all other respects this Agreement shall continue in full force and effect.

(b) Successors; Binding Effect. This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assigns. This Agreement and the obligations of Customer hereunder may not be assigned or delegated without the prior written consent of Barclays. Customer agrees that Barclays shall have the right to transfer or assign this Agreement (and the Account) to any successor entity or to another properly registered FCM in its discretion without obtaining the consent of Customer provided that Barclays provides Customer with prior written notice if required under Applicable Law.

(c) Entire Agreement. This Agreement and the attached appendices, consents, certifications and authorizations constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements between the parties as to the subject matter hereof.

(d) Amendments or Waiver. No provision of this Agreement shall in any respect be waived, hereto modified or amended unless such waiver, modification or amendment is in writing and signed by authorized representatives of each party hereto.

9 March 2003

(e) Notice. Except as otherwise expressly provided in this Agreement, all instructions, notices or other communications shall be given orally, unless requested to be in writing. All oral or written instructions, notices or other communications shall be directed as follows:

(i) if to Barclays:

Barclays Capital Inc. 222 Broadway, 7th Floor New York, New York 10038 Attention: Futures Operations Manager telephone: 212-412-2580 facsimile: 212-412-6913

Any customer complaints or legal notices shall be directed to "Attention: Futures Compliance Officer."

(ii) if to Customer, at the address, telephone or facsimile number as indicated on the Futures and Options Account Application.

(iii) if to an Advisor, at the address, telephone or facsimile number indicated on the Futures and Options Account Application.

Written notices shall be deemed to have been given by a party hereto if
(a) personally delivered to the other party, (b) sent by certified mail, return receipt requested, postage prepaid, or (c) sent by confirmed facsimile transmission. A notice sent by certified mail shall be deemed given on the third business day after the mailing date.

(f) No Waiver. No failure on the part of Barclays or Customer to exercise and no delay in exercising, any contractual right will operate as a waiver or modification thereof, nor will any single or partial exercise by Barclays or Customer of any right preclude any other or future exercise thereof.

(g) Rights and Remedies Cumulative. All rights and remedies under this Agreement as amended and modified from time to time are cumulative and not exclusive of any rights or remedies which may be available at law or otherwise.

10 March 2003

11. CUSTOMER ACKNOWLEDGMENTS. (PLEASE INITIAL APPROPRIATE CLAUSES BELOW.)

(a) CUSTOMER HEREBY ACKNOWLEDGES THAT IT HAS RECEIVED AND UNDERSTANDS THE FOLLOWING DISCLOSURE STATEMENT PRESCRIBED BY THE CFTC AND FURNISHED HEREWITH:

INITIAL           (Appendix A to CFTC Rule 1.55(c) transcribed in full
                  on pages 1-3 of Booklet 2 - Risk Disclosure
                  Statements)

(b)      If Customer (i) maintains one or more other accounts (such as

a securities, commodities, cash or margin account) at Barclays and (ii) wants to permit Barclays to transfer funds from such accounts without obtaining specific instructions in each case, Customer should initial the following section:

                  Customer hereby specifically authorizes Barclays,
INITIAL           until further notice in writing, to transfer any
                  excess funds from/to Customer's regulated commodity
                  account, whether a segregated account or a secured
                  account, (i) to/from any other account that Customer
                  maintains with Barclays, if in Barclays' judgment
                  such transfer is necessary to avoid or reduce a
                  margin call or to reduce a debit balance in such
                  other account, or (ii) to Barclays in order to
                  satisfy any obligation of Customer to Barclays.
                  Barclays will notify Customer in writing of any
                  transfer of funds made pursuant to this authorization
                  within a reasonable time after each transfer.

IN WITNESS WHEREOF, the Customer has executed this Agreement as of the date set forth below.

Account Name:_____________________           By:________________________________

Date:_____________________________           Print Name:________________________

                                             Title:_____________________________

PLEASE BE CERTAIN YOU HAVE INITIALED OR CHECKED ALL APPROPRIATE ELECTIONS ABOVE AND THAT YOU HAVE FULLY COMPLETED THE ABOVE SIGNATURE BLOCK.

11 March 2003

EXHIBIT NO. 10.03(a)

[HSBC LOGO] SERIES A

ESCROW AGREEMENT, dated as of September 30, 2002, by and between Quadriga Superfund, L.P., a Delaware limited partnership ("Quadriga Superfund") and HSBC BANK USA, a banking corporation and trust company organized and existing under the laws of the State of New York, as escrow agent hereunder (the "Escrow Agent").

WITNESSETH:

WHEREAS, Quadriga Superfund is offering its Series A units of limited partnership interest on a best efforts basis to qualified investors (the "Agreement") dated as of September 24, 2002;

WHEREAS, the Agreement provides for certain funds to be deposited in an escrow account to be held and distributed in accordance with the terms and conditions hereinafter set forth;

WHEREAS, Quadriga Superfund, desires to appoint HSBC Bank USA, as the Escrow Agent and HSBC Bank USA is willing to act as Escrow Agent hereunder in accordance with the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Definitions.

Unless otherwise defined herein, terms which are defined in the Agreement, as in effect on the date hereof, and used herein are so used as so defined.

Section 2. Establishment of Escrow Account.

Funds in the amount of up to Ten Million ($10,000,000) United States Dollars (the "Escrow Amount") delivered from time to time but no later than June 30, 2003 unless extended in writing and accepted by the Escrow Agent, shall be accepted by the Escrow Agent and placed into an account (the "Escrow Account") to be held and administered in accordance with the terms and conditions of this Agreement.

Section 3. Investments.

The Escrow Agent agrees to invest and reinvest the Escrow Account, in (i) obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or (ii) Certificates of Deposit issued by any bank, trust company or national banking association (including HSBC Bank USA) authorized to do business in the State of New York, provided the capital stock, surplus, and undivided profits of such institution are not less than $500,000,000 which in each case shall mature not later than the date amounts are to be paid under this agreement or (iii) a money market account managed by HSBC Bank USA or any of its subsidiaries or affiliates with a stated investment objective of investing only in the foregoing overnight deposits, as the Escrow Agent shall be advised from time to time in writing by the Depositor and the Beneficiary provided. The earnings realized from investments and all interest, if any, accruing on monies held in Escrow Account shall be added to the Escrow Account. Any loss incurred from an

investment, including all costs of investment or liquidation, including without limitation all withholding and other taxes, will be borne by the Escrow Account. The Depositor agrees to furnish to the Escrow Agent upon execution of this Agreement and as subsequently required all appropriate U.S. tax forms and information in order for the Escrow Agent to comply with U.S. tax regulations. The Escrow Agent shall not be accountable or liable for any losses resulting from the sale or depreciation in the market value of such investments thereof.

Section 4. Payments from Escrow Account.

(a) For each payment from the Escrow Account, Quadriga Superfund shall deliver, by facsimile, to Escrow Agent a letter of direction (a "Certificate"), which Certificate shall specify (i) the dollar amount of the funds in the Escrow Account to be paid to the recipient, (ii) the name and address of the recipient, and (iii) the date on which such payment or payments shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

(b) Escrow Agent shall make any payment to the recipient by wire or other transfer to the account of such recipient as directed by Quadriga Superfund.

Section 5. Termination of Escrow Account.

(a) Except as hereinafter provided, the Escrow Account shall terminate without further action of parties upon the later of:
(i) the date on which the Escrow Agent completes paying out all of the Escrow Account to the recipients, or (ii) nine (9) months from the date hereof, at which time the balance of the Escrow Account shall be distributed to the recipients.

(b) In the event of any dispute or misunderstanding, Escrow Agent shall have the option to pursue any legal remedies that may be available to it, including the right to deposit the subject matter hereof in interpleader in the U.S. District Court having jurisdiction of the subject matter, and upon doing so to be absolved from all further obligations or liability hereunder. Quadriga Superfund agrees to pay to Escrow Agent all costs and expenses, including reasonable attorney's fees, incurred by Escrow Agent in any interpleader action.

Section 6. Escrow Agent.

Quadriga Superfund agrees to pay the Escrow Agent its agreed-upon compensation, as set forth in a separate agreement, for its services as Escrow Agent hereunder promptly upon request therefor, and to reimburse the Escrow Agent for all expenses of or disbursements incurred by the Escrow Agent in the performance of its duties hereunder, including reasonable fees, expenses and disbursements of counsel to the Escrow Agent.

The Escrow Agent shall have a lien upon the Escrow Account for its costs, expenses and fees which may arise hereunder and may retain that portion of the Escrow Account equal to such unpaid amounts, until all such costs, expenses and fees have been paid.

Section 7. Rights, Duties and Immunities of Escrow Agent.

Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.

(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.

(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.

(c) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.

(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been

signed and presented by the proper party or parties.

(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.

(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel.

The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.

(g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.

Section 8. Resignation of Escrow Agent.

The Escrow Agent shall have the right to resign upon 30 days written notice to Quadriga Superfund. In the event of such resignation, Quadriga Superfund shall appoint a successor escrow agent hereunder by delivering to the Escrow Agent a written notice of such appointment. Upon receipt of such notice, the Escrow Agent shall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Escrow Agreement; provided, however, that the Escrow Agent shall not be deprived of its compensation earned prior to such time If no successor escrow agent shall have been designated by the date specified in the Escrow Agent's notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate. Its sole responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto or in accordance with the direction of a final order or judgment of a court of competent jurisdiction.

Section 9. Notices.

All claims, notices and other communications hereunder to be effective shall be in writing and shall be deemed to have been duly given when delivered by hand, or five days after being deposited in the mail or sent by registered or certified first class mail postage prepaid, or, in the case of facsimile transmission, when received and telephonically confirmed, in each case addressed to the parties at the addresses set forth herein and to the Escrow Agent at the address set forth opposite its name on the signature pages hereto (or to such other person or address as the parties shall have notified each other and the Escrow Agent in writing, provided that notices of a

change of address shall be effective only upon receipt thereof.

Section 10. Binding Effect.

This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and assigns.

Section 11. Amendments.

This Escrow Agreement may be amended or modified at any time or from time to time in writing executed by the parties to the Escrow Agreement.

Section 12. Governing Law.

This Escrow Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts to be performed entirely within the State of New York, without reference to or application of rules or principles of conflicts of law.

Section 13. Interpretation.

The headings of the sections contained in this Escrow Agreement are solely for convenience or reference and shall not affect the meaning or interpretation of this Escrow Agreement.

Section 14. Counterparts.

This Escrow Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 15. Consent to Jurisdiction.

Each of the parties hereto hereby irrevocably agrees that any action, suit or proceedings against any of them by any of the other aforementioned parties with respect to this Agreement shall be brought before the exclusive jurisdiction of the federal or state courts located in the Borough of Manhattan

in the State of New York, unless all the parties hereto agree in writing to any other jurisdiction. Each of the parties hereto hereby submits to such exclusive jurisdiction.

Section 16. Severability.

If any provisions of this Agreement shall be declared by any court of competent jurisdiction illegal, void or unenforceable, the other provisions shall not be affected, but shall remain in full force and effect.

Section 17. Exhibits.

The terms and conditions of Exhibit A and Exhibit B attached hereto are incorporated herein and form a part hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date and the year first above written.

Quadriga Superfund, L.P. Series A               Quadriga Superfund, L.P.
Le Marquis Complex, Unit 5                      By: Quadriga Capital
P.O. Box 1479                                       Management, Inc.
Grand Anse                                          General Partner
St. George's, Grenada
West Indies
                                                By:______________________
                                                   Christian Baha

                                                Title  President




HSBC Bank USA                                   HSBC BANK USA,
Issuer Services                                 AS ESCROW AGENT
10 East 40th Street,  14th Floor

New York, NY 10018-2706
By: Deirdra N. Ross

Title: Assistant Vice President

HSBC BANK USA
QUADRIGA SUPERFUND, L.P.
ESCROW AGREEMENT dated as of September 30, 2002

EXHIBIT A

Section 1. For each payment from the Escrow Account, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"), which Certificate shall specify (i), the dollar amount of the funds in the Escrow Account to be paid to Series A of Quadriga Superfund and (ii) the date on which such payment shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

Section 2. In the event Series A of Quadriga Superfund has not received an aggregate of $1,000,000 in subscriptions on or before April 30, 2003, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating that all funds in the associated Escrow Account shall be returned to the persons from whom such amounts were received, together with any interest earned thereon.

Section 3. Escrow Agent shall make any payment to the person or persons designated in Section 1. or Section 2. above by wire or other transfer or as otherwise directed by Quadriga Superfund.

HSBC BANK USA
QUADRIGA SUPERFUND, L.P.
ESCROW AGREEMENT dated as of September 30, 2002

EXHIBIT B

Section 1. There is hereby created within each account maintained by Escrow Agent pursuant to the Escrow Agreement a sub-account (a "Sub-Account") which shall be designated "Quadriga Superfund, L.P. Pennsylvania Escrow Sub-Account." Funds to be deposited into a Sub-Account shall be identified as such by Quadriga Superfund and shall be invested and reinvested by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Section 2. For each payment from a Sub-Account, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"), which Certificate shall specify (i), the dollar amount of the funds in the Sub-Account to be paid to the respective series of Quadriga Superfund; and (ii) the date on which such payment shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

Section 3. In the event Series A of Quadriga Superfund has not received an aggregate of $10,000,000 in subscriptions on or before April 30, 2003, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating that all funds in the associated Sub-Account shall be returned to the persons from whom such amounts were received, together with any interest earned thereon.

Section 4. Escrow Agent shall make any payment to the person or persons designated in Section 2. or Section 3. above by wire or other transfer or as otherwise directed by Quadriga Superfund.

EXHIBIT No. 10.03(b)

[HSBC LOGO] SERIES B

ESCROW AGREEMENT, dated as of September 30, 2002, by and between Quadriga Superfund, L.P., a Delaware limited partnership ("Quadriga Superfund") and HSBC BANK USA, a banking corporation and trust company organized and existing under the laws of the State of New York, as escrow agent hereunder (the "Escrow Agent").

WITNESSETH:

WHEREAS, Quadriga Superfund is offering its Series B units of limited partnership interest on a best efforts basis to qualified investors (the " Agreement") dated as of September 24, 2002;

WHEREAS, the Agreement provides for certain funds to be deposited in an escrow account to be held and distributed in accordance with the terms and conditions hereinafter set forth;

WHEREAS, Quadriga Superfund, desires to appoint HSBC Bank USA, as the Escrow Agent and HSBC Bank USA is willing to act as Escrow Agent hereunder in accordance with the terms and conditions hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Definitions.

Unless otherwise defined herein, terms which are defined in the Agreement, as in effect on the date hereof, and used herein are so used as so defined.

Section 2. Establishment of Escrow Account.

Funds in the amount of up to Ten Million ($10,000,000) United States Dollars (the "Escrow Amount") delivered from time to time but no later than June 30, 2003 unless extended in writing and accepted by the Escrow Agent, shall be accepted by the Escrow Agent and placed into an account (the "Escrow Account") to be held and administered in accordance with the terms and conditions of this Agreement.

Section 3. Investments.

The Escrow Agent agrees to invest and reinvest the Escrow Account, in (i) obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or (ii) Certificates of Deposit issued by any bank, trust company or national banking association (including. HSBC Bank USA) authorized to do business in the State of New York, provided the capital stock, surplus, and undivided profits of such institution are not less than $500,000,000 which in each case shall mature not later than the date amounts are to be paid under this agreement or (iii) a money market account managed by HSBC Bank USA or any of its subsidiaries or affiliates with a stated investment objective of investing only in the foregoing overnight deposits, as the Escrow Agent shall be advised from time to time in writing by the Depositor and the Beneficiary provided. The earnings realized from investments and all interest, if any, accruing on monies held in Escrow Account shall be added to the Escrow Account. Any loss incurred from an

investment, including all costs of investment or liquidation, including without limitation all withholding and other taxes, will be borne by the Escrow Account. The Depositor agrees to furnish to the Escrow Agent upon execution of this Agreement and as subsequently required all appropriate U.S. tax forms and information in order for the Escrow Agent to comply with U.S. tax regulations. The Escrow Agent shall not be accountable or liable for any losses resulting from the sale or depreciation in the market value of such investments thereof.

Section 4. Payments from Escrow Account.

(a) For each payment from the Escrow Account, Quadriga Superfund shall deliver, by facsimile, to Escrow Agent a letter of direction (a "Certificate"), which Certificate shall specify (i) the dollar amount of the funds in the Escrow Account to be paid to the recipient, (ii) the name and address of the recipient, and (iii) the date on which such payment or payments shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

(b) Escrow Agent shall make any payment to the recipient by wire or other transfer to the account of such recipient as directed by Quadriga Superfund.

Section 5. Termination of Escrow Account.

(a) Except as hereinafter provided, the Escrow Account shall terminate without further action of parties upon the later of:
(i) the date on which the Escrow Agent completes paying out all of the Escrow Account to the recipients, or (ii) nine (9) months from the date hereof, at which time the balance of the Escrow Account shall be distributed to the recipients.

(b) In the event of any dispute or misunderstanding, Escrow Agent shall have the option to pursue any legal remedies that may be available to it, including the right to deposit the subject matter hereof in interpleader in the U.S. District Court having jurisdiction of the subject matter, and upon doing so to be absolved from all further obligations or liability hereunder. Quadriga Superfund agrees to pay to Escrow Agent all costs and expenses, including reasonable attorney's fees, incurred by Escrow Agent in any interpleader action.

Section 6. Escrow Agent.

Quadriga Superfund agrees to pay the Escrow Agent its agreed-upon compensation, as set forth in a separate agreement, for its services as Escrow Agent hereunder promptly upon request therefor, and to reimburse the Escrow Agent for all expenses of or disbursements incurred by the Escrow Agent in the performance of its duties hereunder, including reasonable fees, expenses and disbursements of counsel to the Escrow Agent.

The Escrow Agent shall have a lien upon the Escrow Account for its costs, expenses and fees which may arise hereunder and may retain that portion of the Escrow Account equal to such unpaid amounts, until all such costs, expenses and fees have been paid.

Section 7. Rights, Duties and Immunities of Escrow Agent.

Acceptance by the Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions, which all parties to this Escrow Agreement hereby agree shall govern and control the rights, duties and immunities of the Escrow Agent.

(a) The duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement and the Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set out in this Escrow Agreement. This Escrow Agreement shall not be deemed to create a fiduciary relationship between the parties hereto under state or federal law.

(b) The Escrow Agent shall not be responsible in any manner for the validity or sufficiency of any property delivered hereunder, or for the value or collectability of any note, check or other instrument so delivered, or for any representations made or obligations assumed by any party other than the Escrow Agent. Nothing herein contained shall be deemed to obligate the Escrow Agent to deliver any cash, instruments, documents or any other property referred to herein, unless the same shall have first been received by the Escrow Agent pursuant to this Escrow Agreement.

(c) Quadriga Superfund will reimburse and indemnify the Escrow Agent for, and hold it harmless against any loss, liability or expense, including but not limited to counsel fees, incurred without bad faith, gross negligence or willful misconduct on the part of the Escrow Agent arising out of or in conjunction with its acceptance of, or the performance of its duties and obligations under this Escrow Agreement as well as the costs and expenses of defending against any claim or liability arising out of or relating to this Escrow Agreement.

(d) The Escrow Agent shall be fully protected in acting on and relying upon any written notice direction, request, waiver, consent, receipt or other paper or documents which the Escrow Agent in good faith believes to have been

signed and presented by the proper party or parties.

(e) The Escrow Agent shall not be liable for any error of judgment, or for any act done or step taken or omitted by it in good faith or for any mistake in act or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.

(f) The Escrow Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel.

The parties hereto agree that should any dispute arise with respect to the payment, ownership or right of possession of the Escrow Account, the Escrow Agent is authorized and directed to retain in its possession, without liability to anyone, except for its bad faith, willful misconduct or gross negligence, all or any part of the Escrow Account until such dispute shall have been settled either by mutual agreement by the parties concerned or by the final order, decree or judgment of a court or other tribunal of competent jurisdiction in the United States of America, and a notice executed by the parties to the dispute or their authorized representatives shall have been delivered to the Escrow Agent setting forth the resolution of the dispute. The Escrow Agent shall be under no duty whatsoever to institute, defend or partake in such proceedings.

(g) The agreements set forth in this Section 7 shall survive the termination of this Escrow Agreement and the payment of all amounts hereunder.

Section 8. Resignation of Escrow Agent.

The Escrow Agent shall have the right to resign upon 30 days written notice to Quadriga Superfund. In the event of such resignation, Quadriga Superfund shall appoint a successor escrow agent hereunder by delivering to the Escrow Agent a written notice of such appointment. Upon receipt of such notice, the Escrow Agent shall deliver to the designated successor escrow agent all money and other property held hereunder and shall thereupon be released and discharged from any and all further responsibilities whatsoever under this Escrow Agreement; provided, however, that the Escrow Agent shall not be deprived of its compensation earned prior to such time If no successor escrow agent shall have been designated by the date specified in the Escrow Agent's notice, all obligations of the Escrow Agent hereunder shall nevertheless cease and terminate. Its sole responsibility thereafter shall be to keep safely all property then held by it and to deliver the same to a person designated by the other parties hereto or in accordance with the direction of a final order or judgment of a court of competent jurisdiction.

Section 9. Notices.

All claims, notices and other communications hereunder to be effective shall be in writing and shall be deemed to have been duly given when delivered by hand, or five days after being deposited in the mail or sent by registered or certified first class mail postage prepaid, or, in the case of facsimile transmission, when received and telephonically confirmed, in each case addressed to the parties at the addresses set forth herein and to the Escrow Agent at the address set forth opposite its name on the signature pages hereto (or to such other person or address as the parties shall have notified each other and the Escrow Agent in writing, provided that notices of a

change of address shall be effective only upon receipt thereof.

Section 10. Binding Effect.

This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, successors and assigns.

Section 11. Amendments.

This Escrow Agreement may be amended or modified at any time or from time to time in writing executed by the parties to the Escrow Agreement.

Section 12. Governing Law.

This Escrow Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts to be performed entirely within the State of New York, without reference to or application of rules or principles of conflicts of law.

Section 13. Interpretation.

The headings of the sections contained in this Escrow Agreement are solely for convenience or reference and shall not affect the meaning or interpretation of this Escrow Agreement.

Section 14. Counterparts.

This Escrow Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 15. Consent to Jurisdiction.

Each of the parties hereto hereby irrevocably agrees that any action, suit or proceedings against any of them by any of the other aforementioned parties with respect to this Agreement shall be brought before the exclusive jurisdiction of the federal or state courts located in the Borough of Manhattan

in the State of New York, unless all the parties hereto agree in writing to any other jurisdiction. Each of the parties hereto hereby submits to such exclusive jurisdiction.

Section 16. Severability.

If any provisions of this Agreement shall be declared by any court of competent jurisdiction illegal, void or unenforceable, the other provisions shall not be affected, but shall remain in full force and effect.

Section 17. Exhibits.

The terms and conditions of Exhibit A and Exhibit B attached hereto are incorporated herein and form a part hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date and the year first above written.

Quadriga Superfund, L.P. Series A             Quadriga Superfund, L.P.
Le Marquis Complex, Unit 5                    By: Quadriga Capital
P.O. Box 1479                                     Management, Inc.
Grand Anse                                        General Partner
St. George's, Grenada
West Indies
                                              By:______________________
                                                 Christian Baha

                                              Title President




HSBC Bank USA                                 HSBC BANK USA,
Issuer Services                               AS ESCROW AGENT
10 East 40th Street,  14th Floor

New York, NY 10018-2706
By: Deirdra N. Ross

Title: Assistant Vice President

HSBC BANK USA
QUADRIGA SUPERFUND, L.P.
ESCROW AGREEMENT dated as of September 30, 2002

EXHIBIT A

Section 1. For each payment from the Escrow Account, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"), which Certificate shall specify (i), the dollar amount of the funds in the Escrow Account to be paid to Series B of Quadriga Superfund and (ii) the date on which such payment shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

Section 2. In the event Series B of Quadriga Superfund has not received an aggregate of $1,000,000 in subscriptions on or before April 30, 2003, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating that all funds in the associated Escrow Account shall be returned to the persons from whom such amounts were received, together with any interest earned thereon.

Section 3. Escrow Agent shall make any payment to the person or persons designated in Section 1. or Section 2. above by wire or other transfer or as otherwise directed by Quadriga Superfund.

HSBC BANK USA
QUADRIGA SUPERFUND, L.P.
ESCROW AGREEMENT dated as of September 30, 2002

EXHIBIT B

Section 1. There is hereby created within each account maintained by Escrow Agent pursuant to the Escrow Agreement a sub-account (a "Sub-Account") which shall be designated "Quadriga Superfund, L.P. Pennsylvania Escrow Sub-Account." Funds to be deposited into a Sub-Account shall be identified as such by Quadriga Superfund and shall be invested and reinvested by the Escrow Agent in accordance with the terms of the Escrow Agreement.

Section 2. For each payment from a Sub-Account, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a letter of direction (a "Certificate"), which Certificate shall specify (i), the dollar amount of the funds in the Sub-Account to be paid to the respective series of Quadriga Superfund; and (ii) the date on which such payment shall be made by Escrow Agent. The Certificate must be delivered to Escrow Agent at least five (5) calendar days prior to the date on which any payment is to be made by Escrow Agent.

Section 3. In the event Series B of Quadriga Superfund has not received an aggregate of $10,000,000 in subscriptions on or before April 30, 2003, Quadriga Superfund shall deliver, by facsimile to Escrow Agent, a Certificate stating that all funds in the associated Sub-Account shall be returned to the persons from whom such amounts were received, together with any interest earned thereon.

Section 4. Escrow Agent shall make any payment to the person or persons designated in Section 2. or Section 3. above by wire or other transfer or as otherwise directed by Quadriga Superfund.