THIS DEED is made the 13th day of August 1997 BY A.L.O.T. TRUSTEE LIMITED, a limited liability company incorporated in Jersey whose registered office is situated at Pirouet House, Union Street, St. Helier, Jersey, Channel Islands (the "Trustee")....

THIS DEED is made the 13th day of August 1997

BY  A.L.O.T. TRUSTEE LIMITED, a limited liability company incorporated in Jersey
whose registered office is situated at Pirouet House,  Union Street, St. Helier,
Jersey, Channel Islands (the "Trustee").

SUPPLEMENTAL to:-

(1)   a  settlement  made between BG Services  Limited and the Trustee  (therein
      called  "Agent  Loyalty   Opportunity  Trust")  dated  23  May  1997  (the
      "Settlement"); and

(2)   a deed of amendment dated 16 July 1997.

WHEREAS:

(1)   The Trustee is the present trustee of the Settlement.

(2)   By clause 22.2 of the  Settlement  the Trustee has power from time to time
      by  instrument  in  writing  to  revoke,  alter or amend all or any of the
      provisions of the Rules.

(3)   The Trustee is desirous of exercising  the power referred to above in such
      manner as hereinafter appears.

(4)   The Trustee has  consented to the exercise of the  Settlor's  power as set
      out above and has evidenced such consent by signing as a party hereto.

(5)   Where the context  permits  words and phrases  used herein  shall bear the
      same meaning as in the Settlement.



NOW THIS DEED  WITNESSETH  that in exercise of the power  conferred upon them by
Clause 22.2 of the Settlement  the Trustee HEREBY  DECLARES that the Rules shall
be henceforth  read and construed as if the provision  specified in the Schedule
hereto was expressly incorporated into the Rules.

IN WITNESS  WHEREOF this deed has been  executed by the parties the day and year
first above written.


                                  THE SCHEDULE

After  sub-clause  9.3 of the  Rules  there  shall  be  inserted  the  following
additional sub-clause:

"9.4 On the  termination of the Award Holder's  Agency  Agreement,  vested Award
Units can be  exercised  in whole or in part for a period  of 90 days  after the
date of the Notice of Termination."


THE COMMON SEAL of
A.L.O.T. TRUSTEE LIMITED
was hereunto affixed
in the presence of:-


/s/ C A C XXXXXXX
Director

/s/ X X XXXXXXX
Director