INSTRUMENT OF APPOINTMENT

                            INSTRUMENT OF APPOINTMENT



                                     Between



                            XXX XXXXXX XXXXXXX XXXXXX



                                       and


                              XXXXXXX XXXX XXXXXXX


                                       and


                          XXXXX XXXXXX XXXXXXX XXXXXXX


















                               Xxxxxxx Xxxxxx & Co
                             Advocates & Solicitors
                           P. O. Box 31, Templar House
                        Don Road, St. Helier, Jersey C.I.





THIS INSTRUMENT OF APPOINTMENT is made the 27TH day of SEPTEMBER 1994.

BETWEEN

1.   XXX XXXXXX XXXXXXX  XXXXXX of P. O. Box 31,  Templar  House,  Don Road, St.
     Helier,  Jersey and RlCHARD  XXXX XXXXXXX of Le Gallais  Xxxxxxxx,  00 Xxxx
     Xxxxxx, Xx. Xxxxxx, Xxxxxx (" the Continuing Trustees").

2.   CLlVE XXXXXX XXXXXXX  XXXXXXX of Xxxxxx Xxxxx, 0 Xxxxxx Xxxxx,  Xx. Helier,
     Jersey (the "New Trustee")of the other part.

WHEREAS:

A.   This Instrument is supplemental to:

     (i)  a settlement  dated the  Sixteenth  day of February One thousand  nine
          hundred and ninety and known as the Berkeley Govett & Company  Limited
          1990 Employee Share Option Trust;

     (ii) an Instrument dated the Fourteenth April One thousand nine hundred and
          ninety-two  made by Xxxx Xxxxxx Xxxxxxx Xxxxxxx and Xxx Xxxxxx Xxxxxxx
          Xxxxxx  resolving to change the name of the Settlement to THE GOVETT &
          COMPANY 1990 EMPLOYEE SHARE OPTION TRUST; and

     (iii)an  Instrument  dated the  Eighteenth  day of March One thousand  nine
          hundred and  ninety-four  between  Xxxx Xxxxxx  Xxxxxxx  Xxxxxxx,  Xxx
          Xxxxxx  Xxxxxxx  Xxxxxx and Xxxxxxx Xxxx  Xxxxxxx  whereby Xxxx Xxxxxx
          Xxxxxxx  Xxxxxxx  retired as Trustee  and  Xxxxxxx  Xxxx  Xxxxxxx  was
          appointed as a new trustee.

B.   Pursuant to Clause 6 of the  Settlement  the power to appoint a new trustee
     of the Settlement is vested in the Continuing Trustees.

C.   The Continuing Trustees wish to appoint the New Trustee to be an additional
     trustee of the Settlement.





                                       -2-


E.   The property at present subject to the trusts of the Settlement ("the Trust
     Property")  is specified in the Schedule  hereto and it is intended that as
     soon as may be after the execution of this  Instrument  the Trust  Property
     shall be  transferred  into the  names of or under the  control  of the New
     Trustee and the Continuing Trustees.

NOW THIS DEED WITNESSETH as follows:-

1.   Unless the context otherwise requires words and expressions used herein and
     defined  in the  Settlement  shall  have the same  meanings  herein  as are
     ascribed to them in the Settlement.

2.   In  exercise of the  aforesaid  power and of every and any other power them
     enabling the  Continuing  Trustees  HEREBY APPOINT the New Trustee to be an
     additional  trustee of the Settlement  with effect from the date hereof and
     the New Trustee accepts such appointment.

3.   This  Instrument  shall be governed by and construed in accordance with the
     laws of Jersey,  Channel  Islands,  and the parties  agree to submit to the
     non-exclusive  jurisdiction  in the  Courts of Jersey,  Channel  Islands in
     connection therewith.


IN WITNESS WHEREOF the parties have hereunto entered into this Instrument the
day and year first above written.


                                  THE SCHEDULE


            13,929,702 Xxxxxxxx 0x Shares in Govett & Company Limited



SIGNED BY the said
XXX XXXXXX XXXXXXX XXXXXX
/s/ X. xxxxxx


in the presence of:





SIGNED BY the said
XXXXXXX XXXX XXXXXXX
/s/ R.Pirouet


in the presence of: -





                                       -3-

SIGNED BY the said
XXXXX XXXXXX XXXXXXX XXXXXXX
/s/ X. Xxxxxxx

in the presence of: