Dated this 22nd August 1996

Dated this 22nd August 1996








                                      Deed


                                     between


                              XXXXXXX XXXX XXXXXXX


                                       and


                          XXXXX XXXXXX XXXXXXX XXXXXXX


                                       and


                              XXXXXX XXXXXXX XXXXX
                              as Additional Trustee



                              Ogier & Le Masurier
                             Advocates & Solicitors
                                     Jersey


THIS DEED is made the 22nd day of August 1996


BETWEEN


(1)  XXXXXXX XXXX  XXXXXXX of Le Gallais  Xxxxxxxx,  00 Xxxx Xxxxxx,  Xx Xxxxxx,
     Xxxxxx and XXXXX XXXXXX XXXXXXX XXXXXXX of Pirouet House,  Union Street, St
     Helier, Jersey (the "Trustees"); and


(3)  XXXXXX  XXXXXXX XXXXX of Minden House,  6 Minden Place,  St Helier,  Jersey
     (the "Additional Trustee").



SUPPLEMENTAL TO:


(1)  A  settlement  of trust  dated 6 February  1990 and made  between  Berkeley
     Govett & Company  Limited  and Xxxx Xxxxxx  Xxxxxxx  Xxxxxxx and Xxx Xxxxxx
     Xxxxxxx  Xxxxxx and known as the  Berkeley  Govett & Company  Limited  1990
     Employee Share Option Trust (the "Settlement")


(2)  A Deed  dated 14 April 1992 made by Xxxx  Xxxxxx  Xxxxxxx  Xxxxxxx  and Xxx
     Xxxxxx Xxxxxxx Xxxxxx resolving to change the name of the Settlement to THE
     GOVETT & COMPANY EMPLOYEE SHARE OPTION TRUST.


(3)  An Instrument dated 18 March 1994 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.


(4)  An Instrument  dated 27 September 1994 between Ian Xxxxxx  Xxxxxxx  Xxxxxx,
     Xxxxxxx Xxxx Xxxxxxx and Xxxxx Xxxxxx Xxxxxxx  Xxxxxxx whereby Xxxxx Xxxxxx
     Xxxxxxx Xxxxxxx was appointed as a new Trustee.





(5)  An Instrument dated 3 March 1995 between Ian Xxxxxx Xxxxxxx Xxxxxx, Xxxxxxx
     Xxxx Xxxxxxx and Xxxxx Xxxxxx  Xxxxxxx  Xxxxxxx  whereby Xxx Xxxxxx Xxxxxxx
     Xxxxxx retired as a trustee.


(6)  A Deed dated 29 December 1995 made by Xxxxxxx Xxxx Xxxxxxx and Xxxxx Xxxxxx
     Xxxxxxx  Xxxxxxx  resolving  to change  the name of the  Settlement  to THE
     LONDON PACIFIC GROUP 1990 EMPLOYEE SHARE OPTION TRUST


 WHEREAS:

A.   The Trustees are the present trustees of the Settlement.


B.   By clause 6 of the  Settlement the Trustees of have power to appoint one or
     more other persons to be additional trustees thereof.


C.   The Trustees  are desirous of  appointing  the  Additional  Trustee to be a
     Trustee of the Settlement and the Additional  Trustee has consented to such
     appointment.


D.   It is  intended  that the assets  subject  to the trusts of the  Settlement
     shall  forthwith be transferred to or under the control of the Trustees and
     the Additional Trustee.


E.   Where the context permits words and expressions  used herein shall bear the
     same meaning as in the Settlement.



 NOW THIS DEED WITNESSETH as follows:-


1.   IN exercise of the power  conferred upon them by clause 6 of the Settlement
     and of every other power them  enabling  the  Trustees  hereby  appoint the
     Additional Trustee to be a trustee of the Settlement.


2.   THE Additional Trustee hereby accepts such appointment.





3.   THIS deed shall be governed by and construed in accordance with the laws of
     The  Island of Jersey  and the  parties  hereby  irrevocably  submit to the
     non-exclusive jurisdiction of the courts of the said Island of Jersey.



IN WITNESS  whereof these  presents have been executed by the parties hereto the
day and year first above written


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


in the presence of:




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

in the presence of:





SIGNED  by the said
XXXXXX XXXXXXX XXXXX
/s/ X. Xxxxx


in the presence of:-