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                                                                    Exhibit 4.16

THIS SETTLEMENT known or referred to as the "VTL EMPLOYEE BENEFIT TRUST" is made
the 18th day of July two thousand and five

BETWEEN:

(1)   VIATEL HOLDING (BERMUDA) LIMITED , Canon's Court, 22 Victoria Street,
      Hamilton HM12, Bermuda (hereinafter called the "Settlor") AND

(2)   EBT TRUSTEES LIMITED of Whiteley Chambers, Don Street, St Helier, Jersey,
      JE4 9WG, Channel Islands (the "Original Trustee")

WHEREAS: the Settlor being desirous of making such irrevocable Settlement as is
hereinafter contained with a view to encouraging, motivating and retaining
employees by providing benefit (including benefit on termination of service by
death or disablement by accident occurring during service) has transferred or
delivered to the Original Trustee or otherwise placed under the control of the
Original Trustee the property specified in the Second Schedule hereto.

NOW THIS INSTRUMENT WITNESSETH as follows:

1.    INTERPRETATION

      In this Instrument wherever the context permits:

      (1)   The following words shall have the following meanings:

            (a)   "BENEFICIARIES" means all and any of the persons specified in
                  the Third Schedule hereto;

            (b)   "CHARITY" shall mean any trust foundation or company
                  established wholly and exclusively for purposes recognised as
                  charitable by the laws of the Island of Jersey and the word
                  "charitable" shall be construed accordingly;

            (c)   "COMPANY" means any body of persons corporate or unincorporate
                  (of whatsoever kind) incorporated or otherwise brought into
                  existence in any part of the world;

            (d)   "DEED" means an instrument in writing;

            (e)   "EMPLOYEE" means a person described in item 1 of the Third
                  Schedule hereto;

            (f)   "EXCLUDED PERSONS" means all and any of the persons specified
                  in the Fourth Schedule hereto;

            (g)   "INFANT" means any individual who has not attained the age of
                  eighteen notwithstanding that such individual may by and in
                  accordance with the law of his or her domicile be of full age,
                  and the expressions "minority" and "full age" shall be
                  construed accordingly;

            (h)   "PARTICIPATING COMPANY" shall have the meaning set out in
                  Clause 27 hereof;

            (i)   "PAYE" means income tax payable by deduction under Part 11 of
                  the Income Tax (Earnings and Pensions) Act 2003 of the United
                  Kingdom or

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            regulations made in pursuance thereof or any other tax or duty
            payable under any similar provision;

      (j)   "SOCIAL SECURITY CONTRIBUTIONS" means National Insurance
            contributions (or any other social security contribution(s) enacted
            to replace such National Insurance contributions from time to time)
            payable in the United Kingdom;

      (k)   "PERSON" means any individual or any company;

      (l)   "THE PROPER LAW" means the law to the exclusive jurisdiction of
            which the rights of all parties and the construction and effect of
            each and every provision of this Settlement shall from time to time
            be subject and by which such rights construction and effect shall be
            construed and regulated;

      (m)   "THE REGULATIONS" means the regulations contained in the First
            Schedule hereto;

      (n)   "SETTLEMENT" means the settlement created by these presents;

      (o)   "SUB-TRUST PROTECTOR" means the protector of the sub-trust appointed
            by the specified beneficiary under the deed of appointment creating
            a sub-trust under this Settlement;

      (p)   "SUPERANNUATION BENEFITS" means any pension lump sum or other
            benefit which may be provided under Clause 4 hereof only in the
            event of termination of service of any Beneficiary described in item
            1 of the Third Schedule hereof by reason of his disablement by
            accident occurring during his service or death by accident so
            occurring;

      (q)   "THE TRUSTEES" means the Original Trustee or other trustee or
            trustees for the time being hereof appointed under the terms of this
            Settlement and for the avoidance of doubt any person may be
            appointed as a sole trustee of this Settlement;

      (r)   "THE TRUST FUND" means:

            (i)   the property specified in the Second Schedule hereto;

            (ii)  all money investments or other property hereafter paid or
                  transferred by any person or persons (save as excepted by
                  Clause 3(1) hereof) to or so as to be under the control of and
                  (in either case) accepted by the Trustees as additions to the
                  Trust Fund;

            (iii) all accumulations (if any) of income held as an accretion to
                  capital;

            (iv)  the money investments and property from time to time
                  representing the said money property and additions;

      (s)   "THE TRUST LAW" means the Trusts (Jersey) Law 1984 and any statutory
            amendments or re-enactments thereof;

      (t)   "THE TRUST PERIOD" means such period as commences on the date hereof
            and ends on whichever of the following dates shall first occur
            namely:

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            (i)   the day on which shall expire the period of one hundred years
                  from the date of this Settlement;

            (ii)  such day (if any) as the Trustees may with the consent of the
                  Settlor appoint by deed (executed prior thereto and prior to
                  the date specified in sub-paragraph (i) of this paragraph) as
                  the date of termination of the Trust Period.

(2)   In the interpretation and construction of each and every provision hereof:

      (a)   any adopted or legitimated person shall be treated as the child of
            his adoptive or legitimative parents as the case may be and of no
            other person;

      (b)   references to the issue of any person shall include the children and
            remoter issue of such person through all degrees;

      (c)   words in the singular shall include the plural and words in the
            plural shall include the singular;

      (d)   words denoting any gender shall include all genders;

      (e)   subject to any change in the Proper Law and as otherwise herein
            provided the words used herein shall bear the meaning ascribed to
            them by the Trust Law and the Interpretation (Jersey) Law 1954 and
            any statutory amendments or re-enactments thereof;

      (f)   the headings and sub-headings to this Settlement are inserted only
            for reference to the provisions hereof and shall not affect the
            construction of such provisions;

      (g)   unless the context otherwise requires where this Settlement refers
            to any enactment the reference is a reference to that enactment as
            amended and includes a reference to that enactment as extended or
            applied by or under any other enactment including any other
            provision of that enactment.

2.    PROPER LAW

      This Settlement is established under the laws of the Island of Jersey and
      subject and without prejudice to any transfer of the administration of the
      trusts hereof to any change in the Proper Law and to any change in the law
      of interpretation of this Settlement duly made according to the powers and
      provisions hereinafter declared the Proper Law shall be the law of the
      Island of Jersey which said Island shall be the forum for the
      administration hereof.

3.    DECLARATION OF TRUST OF ORIGINAL AND ADDITIONAL PROPERTY

      (1)   The Trustees shall stand possessed of the Trust Fund upon with and
            subject to the trusts powers and provisions herein declared and
            contained of and concerning the same and the Trustees shall be at
            liberty at any time during the Trust Period to accept any money
            investments or property of whatsoever nature and wheresoever situate
            from any person (other than from any of the Beneficiaries) or by the
            provisions of any other trust or otherwise to the intent that the
            same shall be held by or on behalf of the Trustees as an accretion
            to the Trust Fund and from and after the date of such acceptance the
            Trustees shall hold the same accordingly PROVIDED ALWAYS

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            that nothing in this clause shall prevent the Trustees from
            purchasing investments or property from a Beneficiary at full market
            value.

      (2)   This Settlement shall be known or referred to under the name or
            reference first above stated or by such other name or reference as
            the Trustees in their absolute discretion shall from time to time
            think fit.

4.    TRUSTS OF INCOME AND CAPITAL

      Subject to Clause 15 hereof the Trustees shall stand possessed of the
      Trust Fund and the income thereof upon the trusts and with and subject to
      the powers following, that is to say:

      (1)   The Trustees shall subject to the provisions of sub-clause (5)
            hereof to the extent that the income of the Trust Fund shall be
            sufficient to do so pay all costs and expenses of and incidental to
            carrying out the trusts of this Settlement (including costs and
            expenses which would but for this provision be payable out of
            capital) out of the income of the Trust Fund.

      (2)   The Trustees shall pay or apply the balance of such income and such
            part (if any) of the capital of the Trust Fund as the Trustees with
            the consent of the Settlor may think fit to or for the benefit of
            all or any one or more exclusively of the others or other of the
            Beneficiaries for the time being in existence and so that the
            Trustees shall provide such Superannuation Benefits as they think
            appropriate out of such income and capital and whether payable or
            otherwise applied for the benefit of the Employee or any of that
            Employee's related Beneficiaries in items 2 and 3 of the Third
            Schedule hereto and on such terms as the Trustees shall think fit so
            that the Trustees shall have such powers and discretions as are
            available in respect of other benefit that may be provided under
            this Settlement.

      (3)   During the Trust Period the Trustees may pay appropriate or apply
            the whole or any part of the income of the Trust Fund to or for the
            maintenance or otherwise for the benefit of all or such one or more
            exclusive of the other or others of the Beneficiaries in such shares
            and proportions if more than one and generally in such manner as the
            Trustees shall with the prior or simultaneous written consent of the
            Settlor from time to time in their absolute discretion think fit.

      (4)   The Trustees shall hold any income appropriated to any of the
            Beneficiaries under the provisions of the preceding sub-clause upon
            trust to pay or apply the same to or for the benefit of such
            Beneficiary with power to declare in respect of the same such other
            trusts (not exceeding the Trust Period) for the benefit of such
            Beneficiary as the Trustees may in their absolute discretion
            determine including, but without prejudice to the generality of the
            foregoing, provisions for maintenance education or advancement or
            for accumulation of income whether during minority or otherwise, and
            with such discretionary trusts and powers exercisable by such
            persons as the Trustees shall in their like discretion determine.

      (5)   Notwithstanding the foregoing discretionary trust the Trustees may
            accumulate all or any part of the income of the Trust Fund remaining
            after payment of the costs of and incidental to carrying out the
            trusts of this Settlement by investing it and the resulting income
            and holding the accumulations as an addition to the capital of the
            Trust Fund.

      (6)   Wherever any payment by way of addition to the Trust Fund or
            conferment of any benefit whether provided by the Trustees or any
            other person or a benefit or payment deemed as arising by a
            competent fiscal authority or treated as arising under relevant

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            legislation results in any liability whether on the Trustees or any
            other person to pay any Social Security Contributions, whether the
            liability is that of the employer or employee or provider of the
            benefit or payment, or any PAYE whereby the Trustees or an employer
            or provider of the benefit or payment is required to account for
            income or other taxes by payment of tax or deduction the Trustees
            shall be obliged to pay all such taxes and contributions and make
            all such deductions or withholdings or payments and account to the
            relevant authority for the same notwithstanding that there may be no
            liability so to do or that any liability to do so may not be
            enforceable against them or that such payment may not in itself
            result in any benefit to any of the Beneficiaries or may result in
            an Excluded Person being released from any obligation to make such
            payment AND so that payment shall be paid by the Trustees out of the
            Trust Fund or the income thereof but to the extent that any PAYE or
            Social Security Contribution would otherwise be a deduction from any
            such addition or benefit that part shall be treated as deducted from
            such addition or benefit.

      (7)   The provisions of sub-clause (6) are in addition to any provision of
            this Settlement conferring upon the Trustees a power to pay duties
            or taxes.

      (8)   At the end of the Trust Period the Trustees shall hold the Trust
            Fund UPON TRUST as to both capital and income for all or such one or
            more exclusive of the other or others of the Beneficiaries in such
            shares and proportions if more than one and generally in such manner
            as the Trustees shall prior to or at the end of the Trust Period in
            their absolute discretion determine and in default of and subject to
            such determination UPON TRUST for each Employee as shall then be
            living in equal shares absolutely.

      (9)   Subject as aforesaid the Trustees shall hold the Trust Fund UPON
            TRUST as to both capital and income for such charitable purposes as
            the Trustees shall determine and in default of and subject to such
            determination for charitable purposes generally.

5.    POWERS OF APPOINTMENT AND ADVANCEMENT

      Notwithstanding the trusts and powers hereinbefore declared and contained
      but subject to Clauses 7 and 15 hereof the Trustees may at any time during
      the Trust Period if in their absolute discretion they shall so think fit:

      (1)   Subject to the prior or simultaneous written consent of the Settlor
            by any deed revocable during the Trust Period or irrevocable
            appointment of such new or other trusts powers and provisions
            governed by the law of any part of the world of and concerning the
            Trust Fund or the income thereof or any part thereof for the benefit
            of the Beneficiaries or any one or more of them exclusive of the
            other or others at such age or time or respective ages or times and
            in such shares and proportions and subject to such powers of
            appointment vested in any person and such provisions for maintenance
            education or advancement or for accumulation of income or forfeiture
            in the event of bankruptcy and otherwise at the discretion of any
            person and with such discretionary trusts and powers exercisable by
            such person and generally in such manner as the Trustees may think
            fit for the benefit of such Beneficiaries or any one or more of them
            as aforesaid and for the purpose of giving effect to any such
            appointment by the same deed revoke all or any of the trusts powers
            and provisions herein contained with respect to the Trust Fund or
            the part thereof to which such appointment relates and so that in
            the event of any such appointment the Trustees shall thenceforward
            hold the Trust Fund or the part thereof to which such appointment
            relates upon and subject to the trusts powers and provisions so

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            appointed in substitution for any of the trusts powers and
            provisions hereof so revoked as aforesaid and in priority to the
            other trusts powers and provisions herein declared and contained and
            in any appointment under the foregoing power the Trustees may
            delegate to any person all or any of the powers and discretions by
            this Settlement or by law vested in the Trustees.

      (2)   Subject to the prior or simultaneous written consent of the Settlor
            raise the whole or any part of the capital of the Trust Fund and
            apply the same to or for the benefit of all or any one or more
            exclusive of the other or others of the Beneficiaries generally in
            such manner as the Trustees shall in their like discretion think
            fit.

      (3)   Subject to the prior or simultaneous written consent of the Settlor
            pay or transfer the whole or any part of the capital or income of
            the Trust Fund to the trustees for the time being of any other trust
            wheresoever established or existing (whether governed by the law of
            the Island of Jersey or by the law of any other state or territory)
            under which any one or more of the Beneficiaries are interested
            whether as a discretionary object or otherwise notwithstanding that
            such other trust may also contain trusts powers and provisions
            (discretionary or otherwise) in favour of some other person or
            objects if the Trustees shall in their absolute discretion consider
            such payment to be for the benefit of such one or more of the
            Beneficiaries.

      (4)   Subject to the prior or simultaneous written consent of the Settlor
            settle capital on all or any one or more of the Beneficiaries and
            any settlement made by the Trustees under this present power upon or
            for the benefit of any one or more of the Beneficiaries as aforesaid
            may be created in and under the law of any part of the world (being
            a part of the world the local law whereof recognises settlements of
            the kind proposed to be made) and may contain such trusts powers and
            provisions whatsoever (including trusts powers and provisions to be
            exercised at the discretion of any person) as the Trustees shall
            think proper for the benefit of such Beneficiaries.

      (5)   Apply the whole or any part of the capital or income of the Trust
            Fund in or towards the payment or discharge of any tax duty or
            fiscal imposition whatsoever levied or imposed in any part of the
            world upon the trustees of or otherwise in respect of any other
            trust in which the Beneficiaries or any one or more of them shall be
            interested wherever such trustees shall be resident and wherever
            such trust is established or existing and whether governed by the
            law of the Island of Jersey or by the law of any other state or
            territory.

      (6)   Subject to the prior or simultaneous written consent of the Settlor
            grant in favour of any one or more of the Beneficiaries any options
            or other contractual arrangements to acquire (whether or not at
            market value) any shares, stock, debentures, debenture stock, bonds
            or other securities whatever which may comprise or form part of the
            Trust Fund or make payments or distributions (whether of cash or any
            assets forming part of the Trust Fund) in consequence or otherwise
            in connection with the termination of employment (caused by reason
            of the disablement by accident occurring during service or the death
            by accident so occurring but for no other reason) of any
            Beneficiary.

      (7)   Pay or arrange for the payment, out of the Trust Fund, of any
            premiums on any policy of assurance or insurance upon the life of
            any Beneficiary being a present or former employee of the Settlor or
            a Participating Company (whether such policy be whole life or
            endowment or a policy to cover death by accident) or against any
            long or short term disability or loss of earnings (howsoever caused)
            of any such person or for the health care liabilities or expenses of
            any of the Beneficiaries and the Trustees shall

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            have power to direct the manner and recipients of any payments made
            by insurers pursuant to any such policies.

6.    PROVISIONS RELEVANT TO CLAUSE 5

      The following provisions shall apply in relation to Clause 5 hereof:

      (1)   For the purposes of Clause 5 hereof the word "trust" shall mean any
            trust, foundation, anstalt or other similar juridical entity
            (whether or not having a separate legal personality) created by any
            settlement declaration of trust, will, codicil or other instrument
            or document under the law in force in any part of the world and a
            person shall be deemed to be interested under a trust if any capital
            or income comprised in the trust is or may become liable to be
            transferred paid applied or appointed to him or for his benefit
            either pursuant to the terms of the trust or in consequence of an
            exercise of any power or discretion thereby conferred on any person.

      (2)   No power conferred by Clause 5 hereof:

            (a)   shall be exercised in such a way as to cause or require the
                  Trust Fund or any part thereof to be held in trust for a
                  period exceeding the Trust Period; or

            (b)   shall authorise any payment or transfer or advance to the
                  trustees of another trust if any of the Excluded Persons would
                  or might be or become beneficiaries or able to benefit under
                  or by virtue of such other trust in any circumstances save
                  those contemplated by sub-clause (6) of Clause 4 hereof.

      (3)   Upon the payment or transfer pursuant to Clause 5 hereof of any
            money or property to the trustees of any other trust the Trustees
            hereof shall not be bound to see to the further application of such
            money or property.

      (4)   The Settlor may with the consent of the Trustees amend (whether by
            alteration, deletion or addition) any provision of Clause 5 hereof
            or any other provision of this Settlement in its application to all
            or any specified assets held pursuant to this Settlement by a
            written instrument executed by the Trustees and the Settlor.
            Notwithstanding the foregoing, no such amendment shall make this
            Settlement revocable, each such amendment shall comply with Clause
            6(2) hereof but any such amendment shall have effect from such time
            as may be specified in the instrument whereby the same is effected
            and the time so specified may be the date of such instrument or any
            reasonable time subsequent thereto so as to give the amendment
            future effect.

7.    PAYMENTS TO CHARITY

      In exercise of the trusts and powers hereinbefore contained the Trustees
      may at the request of any Beneficiary if they in their absolute discretion
      shall so think fit pay or apply any part of the capital or income of the
      Trust Fund to or for the benefit of any charity or other charitable
      purposes approved by such Beneficiary and any such payment or application
      shall be deemed to be for the benefit of such Beneficiary and the Trustees
      shall not be restricted by any rule of law as to the amount or manner of
      such payment or application and the receipt in writing of the treasurer or
      other officer of any such charity shall be a sufficient discharge to the
      Trustees for any capital or income paid to such institution hereunder.

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8.    PAYMENTS TO INFANTS

      Where the Trustees are authorised or required to pay or apply any income
      or capital of the Trust Fund to or for the benefit of any infant the
      Trustees may without seeing to the application thereof in their absolute
      discretion either pay the same to him as his absolute property
      notwithstanding that he is an infant and the receipt of any such infant
      Beneficiary shall be a good discharge to the Trustees therefor or pay the
      same to any parent or guardian of such infant or apply the same in such
      manner as may be directed in writing by such parent or guardian and the
      receipt of such parent or guardian in either case shall be a sufficient
      discharge to the Trustees for any income or capital so paid or applied.

9.    POWER TO IGNORE INTERESTS

      Subject to Clause 15 hereof the Trustees in exercising any of the powers
      hereby conferred in favour of any particular person are hereby expressly
      authorised to ignore entirely the interests of any other person interested
      or who may become interested under these presents and in particular (but
      without prejudice to the generality of the foregoing) no appointment or
      advancement made in exercise of any power hereinbefore contained shall be
      invalid on the grounds that:

      (1)   an insubstantial illusory or nominal share is appointed to any one
            or more objects of such power or left unappointed; or

      (2)   any object of such power is thereby altogether excluded;

      but every such appointment or advancement shall be valid notwithstanding
      that any one or more objects of the power is or are not thereby or in
      default of appointment to take any share in the Trust Fund.

10.   POWER TO CHANGE PROPER LAW

      (1)   Subject to Clause 15 hereof the Trustees may with the consent of the
            Settlor at any time during the Trust Period by deed declare that:

            (a)   this Settlement shall from the date of such declaration take
                  effect in accordance with the law of some other state or
                  territory in any part of the world (being a place under the
                  law of which trusts are recognised and enforced); and

            (b)   the forum for the administration thereof shall thenceforth be
                  the courts of that state or territory.

      (2)   As from the date of any such declaration the law of the state or
            territory named therein shall be the law applicable to this
            Settlement and the courts thereof shall be the forum for the
            administration thereof but subject to any further exercise by the
            Trustees of the power contained in sub-clause (1) hereof.

      (3)   So often as any such declaration shall be made the Trustees shall be
            at liberty to make such consequential alterations or additions in or
            to the trusts powers and provisions of this Settlement as the
            Trustees may consider necessary or desirable to ensure that the
            trusts powers and provisions of this Settlement shall (mutatis
            mutandis) be as valid enforceable and effective as they are under
            the laws of the Island of Jersey.

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      (4)   Notwithstanding anything in this clause hereinbefore contained the
            provisions hereof shall not authorise any such declaration which
            would or might directly or indirectly result in an Excluded Person
            obtaining any benefit.

11.   ADDITIONAL POWERS OF THE TRUSTEES

      Subject to Clause 15 hereof the Trustees shall have the additional powers
      discretions rights and immunities set out in the Regulations.

12.   EXERCISE OF POWERS

      (1)   Subject to Clause 15 hereof the Trustees shall exercise the powers
            and discretions vested in them as they shall think most expedient
            for the benefit of all or any of the persons actually or
            prospectively interested under this Settlement and may exercise (or
            refrain from exercising) any power or discretion for the benefit of
            any one or more of them without being obliged to consider the
            interests of the others or other.

      (2)   Subject to sub-clause (1) hereof and as herein otherwise expressly
            provided every discretion vested in the Trustees shall be absolute
            and uncontrolled and every power vested in them shall be exercisable
            at their absolute and uncontrolled discretion and the Trustees shall
            have the same discretion in deciding whether or not to exercise any
            such power.

13.   DELEGATION OF POWERS

      (1)   The Trustees shall have power, with the consent of the Settlor, at
            any time by deed revocable during the Trust Period or irrevocable to
            delegate to any person (including in cases where there is more than
            one Trustee to any one of the Trustees) the execution or exercise of
            all or any powers hereby or by law conferred on such Trustee.

      (2)   Without prejudice to the generality of the foregoing the Trustees
            shall have power with the consent of the Settlor at any time by deed
            revocable during the Trust Period or irrevocable to appoint an
            investment manager whom the Trustees reasonably consider competent
            and qualified to manage the investment of the Trust Fund and in so
            doing the Trustees shall have the benefit of the indemnities
            contained in the Trust Law in respect of any such appointment.

14.   RESTRICTION AND RELEASE OF POWERS

      Subject to Clause 15 hereof the Trustees shall have power at any time by
      deed revocable during the Trust Period or irrevocable to any extent
      restrict the future exercise of any powers hereby or by law conferred on
      them notwithstanding the fiduciary nature of any such power.

15.   RESTRICTION ON EXERCISE OF POWERS

      Despite anything contained elsewhere in this Settlement:

      (1)   no discretion or power conferred on the Trustees or on any other
            person shall be exercisable after the expiration of the Trust Period
            or in such a way as to infringe any rule against perpetuities or
            excessive accumulations applicable hereto or to prevent the
            conditions laid down in Section 86 of the Inheritance Tax Act 1984
            as amended from time to time of the United Kingdom from being
            satisfied;

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      (2)   the Trustees shall not apply the capital or income of the Trust Fund
            so as to provide relevant benefits as defined by section 612(1) of
            the Income and Corporation Taxes Act 1988 as amended from time to
            time of the United Kingdom to the intent that this Settlement shall
            not constitute a retirement benefits scheme as defined in section
            611 of that Act but so that the Trustees may apply the Trust Fund so
            as to make provisions against future determination of service
            through accidental death or accidental disability occurring whilst
            in service, or similar matters to the intent that this Settlement
            shall constitute a sponsored superannuation scheme as defined within
            section 624(1) of the said Income and Corporation Taxes Act 1988;
            and

      (3)   the Trustees shall not enter into any guarantees or grant any
            indemnity that is not (in aggregate with all other guarantees and
            indemnities entered into by the Trustees) limited in recourse to the
            assets of the Trust Fund and/or the relevant sub-trust created under
            this Settlement. The Trustees shall not borrow money or other
            property whether such borrowing is secured or unsecured unless
            previously agreed in writing with the Settlor.

      (4)   the Trustees shall neither directly or indirectly through a third
            party purchase invest in or otherwise become involved in the
            management of commercial real estate.

16.   POWER OF APPOINTMENT AND REMOVAL OF TRUSTEES

      (1)   If any Trustee hereof whether original additional or substituted
            shall die or being a corporation shall be dissolved or shall give
            notice of his or its desire to withdraw and be discharged from the
            trusts hereof under the provisions of sub-clause (2) of this clause
            or shall refuse or become unfit to act or be removed as a Trustee
            hereof by a court of competent jurisdiction (any such Trustee being
            hereinafter referred to as an "Outgoing Trustee") then the persons
            specified in the Fifth Schedule hereto in order of priority may by
            deed appoint one or more other persons (whether resident within or
            without the Island of Jersey) but subject to any exclusions or
            provisions (if any) specified in the said Fifth Schedule to be a
            Trustee hereof, subject to all terms and conditions hereof, in place
            of such Outgoing Trustee.

      (2)   If any Trustee hereof shall at any time desire to withdraw and be
            discharged from the trusts hereof he or it may (subject to any
            exclusions or provisions, if any, specified in the said Fifth
            Schedule) so do by notice in writing signed by himself or in the
            case of a corporate Trustee by any of its officers given to the
            person having for the time being power to appoint new or additional
            Trustees hereof and upon the posting or personal delivery of such
            notice the Trustee so doing shall cease to be a Trustee hereof to
            all intents and purposes except as to acts and deeds necessary for
            the proper vesting of the Trust Fund in the continuing or new
            trustee or otherwise as the case may require.

      (3)   The person for the time being having the power to appoint new
            trustees hereof shall (subject always to any exclusions, if any,
            specified in the said Fifth Schedule) have power to appoint one or
            more other persons (whether resident within or without the Island of
            Jersey) to be an additional Trustee hereof subject to all terms and
            conditions hereof.

      (4)   Acts and deeds to be done or executed for the proper vesting of the
            Trust Fund in continuing new or additional Trustees shall be done
            and executed by the Outgoing Trustee and the continuing Trustees (if
            any) at the expense first of the income and then of the capital of
            the Trust Fund PROVIDED THAT an Outgoing Trustee who is or may be
            liable as a Trustee hereof or who may at the death of any person be
            liable

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            as a Trustee or former Trustee hereof for any liabilities whether
            existing, future, contingent or otherwise shall not be bound to
            transfer the Trust Fund unless reasonable security is provided for
            indemnifying such Outgoing Trustee against such liabilities.

      (5)   Any new or additional Trustee appointed under the provisions hereof
            or by a court of competent jurisdiction shall, subject to all terms
            and conditions hereof, have such powers, rights and benefits as to
            remuneration or otherwise as may be agreed in writing at or prior to
            his or its appointment (in case of a Trustee appointed as
            hereinbefore provided) between such new or additional Trustee and
            the person making such appointment or (in the case of a Trustee
            appointed by a court) as the order appointing such Trustee may
            direct and in default of any such agreement or order shall have the
            powers rights and benefits as to remuneration set out in Clause 19
            hereof.

      (6)   Any Trustee for the time being of this Settlement being a
            corporation shall have power to act by its proper officers.

      (7)   The person for the time being having power to appoint new Trustees
            hereof shall have power to remove any Trustee or Trustees hereof by
            written notice to the Trustee or Trustees to be removed and on
            receipt of such written notice such Trustee or Trustees shall
            immediately cease to be a Trustee or Trustees hereof to all intents
            and purposes except as to acts and deeds necessary for the proper
            vesting of the Trust Fund in the continuing or new trustee or
            trustees or otherwise as the case may require and such person may by
            deed (but subject always to any such exclusions and provisions as
            aforesaid) appoint one or more other persons or corporations
            (whether resident within or without the Island of Jersey) to be a
            Trustee or Trustees hereof in place of the Trustee or Trustees
            removed as aforesaid.

      (8)   Any new or additional Trustee or Trustees shall be bound by and
            shall act in accordance with the provisions of this Settlement.

17.   INDEMNITY OF OUTGOING TRUSTEE

      An Outgoing Trustee shall be released from liability in respect of all
      claims demands actions proceedings and accounts of any kind brought or
      made by any Beneficiary or other person (whether in existence or not)
      actually or prospectively interested under this Settlement or any trustee
      of this Settlement for or in respect of any act or omission in relation to
      the Trust Fund or the income thereof or the trusts of this Settlement or
      any of the Outgoing Trustee's duties hereunder except only liability:

      (1)   arising from any breach of trust to which such trustee (or in the
            case of a corporate trustee any of its officers or employees) was a
            party or to which he was privy; or

      (2)   in respect of actions to recover from such trustee (or in the case
            of a corporate trustee any of its officers or employees) trust
            property or the proceeds of trust property in the possession of such
            trustee officers or employees.

18.   TRUSTEE INDEMNITY

      (1)   In the execution of the trusts and powers hereof no Trustee shall be
            liable for any loss to the Trust Fund arising in consequence of the
            failure, depreciation or loss of any investments made in good faith
            or by reason of any act or omission made in good faith or of any
            other matter or thing except liability for breach of trust arising
            from

                                                                              11

<PAGE>

            the fraud, wilful misconduct or negligence of the Trustee who is
            sought to be made liable.

      (2)   The Settlor shall keep the Trustees (and each director, officer or
            employee of any corporate trustee) fully indemnified against any
            actions, claims, costs, demands, expenses and other liabilities
            whatsoever for which they shall as Trustees be or become liable by
            virtue of any act or event or thing whatsoever unless any such
            actions, claims, costs, demands, expenses and other liabilities
            shall be attributable to fraud, wilful misconduct or negligence on
            the part of the Trustee who or which is sought to be made liable
            save in each case (except where such actions, claims, costs,
            demands, expenses and other liabilities shall be attributable to
            fraud, wilful misconduct or negligence) to the extent that the same
            is capable of being discharged from the capital or income of the
            Trust Fund and/or any sub-trust created by a deed of appointment
            under the terms of this Settlement and/or any insurance policy
            entered into by the Trustees. In addition, the Trustees shall have
            the benefit of all the powers, privileges and immunities conferred
            upon trustees by statute or by law.

      (3)   Where the Trustees become aware of any matter that would or might
            give rise to a claim against any other third party or under any
            insurance policy in respect of any actions, claims, costs, demands,
            expenses and other liabilities whatsoever for which they shall as
            Trustees be or become liable by virtue of any act or event or thing
            whatsoever the Trustee shall promptly notify the Settlor of such a
            claim and the Trustees shall not settle or compromise such a claim
            without the prior written consent of the Settlor (such consent not
            to be unreasonably withheld or delayed). No liability shall arise
            under the indemnity given in (2) above until such claim has been
            discharged to the extent it is capable from the capital or income of
            the Trust Fund and/or any sub-trust created by deed of appointment
            under the terms of this Settlement and/or any insurance policy
            entered into by the Trustees.

19.   TRUSTEES REMUNERATION

      (1)   Any Trustee or Sub-trust Protector for the time being hereof being
            an advocate, solicitor, accountant or other individual engaged in
            any profession or business or any person associated or in any way
            connected with such Trustee or Sub-trust Protector (including in the
            case of a corporate trustee or Sub-trust Protector any person
            associated with or beneficially interested in the shares of or in
            any way connected with such corporate trustee or Sub-trust
            Protector) shall be entitled to charge and be paid all usual
            professional or other charges for business done and time spent and
            services rendered by him or his firm and expenses incurred by him or
            his firm in the execution of the trusts and powers hereof whether in
            the ordinary course of his profession or business or not and
            although not of a nature requiring the employment of an advocate
            solicitor accountant or other professional person and any such
            person shall be entitled to retain any commission which would or may
            become payable to him notwithstanding that such commission is
            payable as a direct or indirect result of any dealing with property
            which is or may become subject to the trusts hereof.

      (2)   Any Trustee or Sub-trust Protector for the time being hereof who
            shall be a company authorised to undertake trust business shall be
            entitled in addition to reimbursement of its proper expenses to
            remuneration for its services in accordance with such company's
            usual or published terms and conditions for trust business in force
            from time to time.

      (3)   No Trustee or Sub-trust Protector hereof or director or other
            officer of any corporation which is a Trustee or the Sub-trust
            Protector hereof shall be liable to

                                                                              12

<PAGE>

            account for any remuneration or other profit received by him in
            consequence of his acting as or being appointed to be a director or
            other officer or servant of any company even though his appointment
            was procured by an exercise by him or by the Trustees of voting
            rights attached to securities in the Trust Fund or by any abstention
            from exercising such voting rights.

      (4)   Any Trustee or Sub-trust Protector for the time being hereof or any
            person associated or in any way connected with such Trustee or the
            Sub-trust Protector (including in the case of a corporate trustee or
            the Sub-trust Protector any person connected with or beneficially
            interested in the shares of or in any way connected with such
            Trustee or Sub-trust Protector) who carries on the business of
            banking may act as banker for this Settlement on the same terms as
            those made with an ordinary customer without being liable to account
            to the Trust Fund for any profits earned thereby except for interest
            payable on any sums placed with such trustee or associate on an
            interest bearing account as an investment of any part of the Trust
            Fund.

      (5)   For the avoidance of doubt, any payment under this Clause 19 shall
            first be discharged from the assets of the Trust Fund and the
            relevant sub-trust fund and no payment shall be made under Clause 18
            until such time as all the assets of such funds are exhausted.

20.   PROVISIONS AS TO EXCLUDED PERSONS

      Subject only to Clauses 4(6) and 20 hereof no Excluded Person shall be
      capable of taking any benefit of any kind by virtue or in consequence of
      this Settlement and in particular but without prejudice to the generality
      of the foregoing provisions of this clause:

      (1)   the Trust Fund and the income thereof shall be possessed and enjoyed
            to the entire exclusion of any such Excluded Person and of any
            benefit to him by contract or otherwise; and

      (2)   no part of the capital or income of the Trust Fund shall be paid or
            lent or applied for the benefit either directly or indirectly of any
            such Excluded Person in any manner or in any circumstances
            whatsoever; and

      (3)   no power or discretion hereby or by any appointment made hereunder
            or by law conferred upon the Trustees or any of them shall be
            capable of being exercised in such manner that any such Excluded
            Person will or may become entitled either directly or indirectly to
            any benefit in any manner or in any circumstances whatsoever.

21.   VARIATION OF TERMS OF SETTLEMENT

      With the prior or simultaneous written consent of the Settlor the Trustees
      may at any time during the Trust Period by deed vary amend add to or
      delete any or all of the powers herein and in the Schedules declared and
      contained PROVIDED ALWAYS that:

      (1)   they shall be satisfied that such variations amendments additions or
            deletions are for the benefit of all or any one or more of the
            Beneficiaries; and

      (2)   no such variation amendment addition or deletion shall infringe the
            Proper Law or permit any Excluded Person to benefit in any way under
            or by virtue of the trusts or powers contained in this Settlement
            except as contemplated by Clauses 4(6) and 19 hereof; and

                                                                              13

<PAGE>

      (3)   no such variation amendment addition or deletion shall be capable of
            affecting in any way any irrevocable decision resolution or
            appointment previously made by the Trustees; and

      (4)   no such variation amendment or addition shall be made to the
            provisions of this clause but it shall be permissible to delete this
            clause in its entirety.

22.   CONFIDENTIALITY

      (1)   Subject to the provisions of the Proper Law, the Trust Law and
            sub-clauses (2) and (3) hereof and to any order of a court of the
            jurisdiction of the Proper Law the Trustees shall not be obliged to
            disclose to any Beneficiary or any other person having any interest
            in this Settlement or any other person whatsoever:

            (a)   any accounts or document forming part of any accounts of this
                  Settlement or the accounts of any company in which the
                  Trustees shall have any interest PROVIDED THAT this shall not
                  enable the Trustees to withhold production of the accounts of
                  that part, if any, of the Settlement which the Trustees have
                  appointed as a separate fund distinct from all other assets in
                  the Trust Fund from a Beneficiary who is specified as a
                  Beneficiary of such a fund and who requests that a copy of
                  such accounts be made available to him within a reasonable
                  period after the expiry of the relevant accounting period; or

            (b)   any document disclosing the deliberations of the Trustees as
                  to the manner in which they exercised a power or discretion or
                  performed a duty conferred or imposed upon them; or

            (c)   any document disclosing the reason for any particular exercise
                  of a power or discretion or performance of a duty or the
                  material upon which such reason shall or might have been
                  based; or

            (d)   any document relating to the exercise or proposed exercise of
                  any power or discretion or the performance or proposed
                  performance of any duty.

      (2)   Notwithstanding the provisions of sub-clause (1) the Trustees shall
            be required to make available to the auditors of the Settlor and to
            the company secretary of the Settlor the annual accounts of the
            Settlement and such other financial records of the Trustees as may
            be requested in writing by such auditors or company secretary.

      (3)   The Trustees shall as requested from time to time provide to the
            person holding the office of Finance Director for the group of
            companies of which the Settlor is part such information as is
            necessary to identify the funds held which have not been subject to
            appointment into sub-trusts.

      (4)   The Trustees shall not be prevented from reporting to fiscal
            authorities on behalf of the Settlor or any Participating Company if
            under an obligation to do so.

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<PAGE>

23.   IRREVOCABILITY

      This Settlement shall be irrevocable.

24.   PRELIMINARY EXPENSES

      The Trustees shall have power to pay out of the Trust Fund all expenses of
      whatever nature of and incidental to the creation of this Settlement.

25.   THE SUB-TRUST PROTECTOR

      (1)   A separate Sub-trust Protector may be appointed of any part of the
            Trust Fund held on distinct trusts and the provisions of this
            Settlement concerning the Sub-trust Protector shall apply separately
            to each such part of the Trust Fund save that the power in clause
            5(1) of this Settlement shall be subject to the consent of the
            Settlor.

      (2)   The person named as the Specified Beneficiary in a deed of
            appointment creating a sub-trust under this Settlement, otherwise
            the Trustees of any part of the Trust Fund held on distinct trusts,
            shall have power by deed to appoint any person or body of persons in
            any part of the world not being or including any of the Trustees to
            act as Sub-trust Protector for the purpose of such part of the Trust
            Fund.

      (3)   If a Sub-trust Protector for the time being of a part of the Trust
            Fund dies or being a corporation is dissolved or is unable or
            unwilling to act or wishes to retire ("the Outgoing Sub-trust
            Protector"):

            (a)   the person named as the Specified Beneficiary in a deed of
                  appointment creating a sub-trust under this Settlement,
                  otherwise the Trustees of any distinct trusts; or in default

            (b)   such person or persons, being Beneficiaries of the sub-trust
                  created by a deed of appointment, as may be named by the
                  Specified Beneficiary of that sub-trust; or in default

            (c)   the Outgoing Sub-trust Protector (provided that he is willing
                  to do so and not suffering any incapacity affecting
                  judgement); or

            (d)   if there is no Sub-trust Protector able and willing to act the
                  Trustees for the time being of this Settlement

            may appoint any person or body of persons not being or including a
            Trustee to act as the Sub-trust Protector for the purposes of this
            Settlement in place of such Sub-trust Protector. There shall be no
            power (save as set out above and subject to the powers of a court of
            competent jurisdiction) to remove the Sub-trust Protector.

      (5)   Any power or discretion made subject to the consent of the Sub-trust
            Protector shall be exercisable free from the requirement if and so
            long as there is no Sub-trust Protector.

      (6)   Any Sub-trust Protector (other than any of the Excluded Persons) who
            is engaged in any profession or business may charge and be paid all
            professional and other proper charges for work done services
            rendered advice given or time spent by him or his firm in connection
            with this Settlement whether or not within the scope of his
            profession or business and though not of a nature requiring the
            employment of a

                                                                              15

<PAGE>

            professional or business person. In respect of a Sub-trust
            Protector, such charges shall be met only out of the assets of the
            sub-trust of which he is the Sub-trust Protector.

      (7)   A corporation may be appointed as the Sub-trust Protector on such
            terms as to remuneration and otherwise as the person or persons
            making the appointment may approve or prescribe.

      (8)   For the avoidance of doubt, the Sub-Trust Protector shall be bound
            by and shall act only in accordance with the terms of this
            Settlement and shall be bound by the same limitations as the
            Trustees.

      (9)   Where a Sub-trust Protector is appointed reference in this
            Settlement to the requirement for written consent of the Settlor
            shall be deemed to refer to written consent of the Sub-trust
            Protector in respect of that sub-trust SAVE for clause 5(1) where
            written consent must be obtained from the Settlor.

26.   RECEIPTS FROM BENEFICIARIES

      Notwithstanding anything contained in this Settlement the Trustees may as
      a condition of conferring any benefit upon any of the Beneficiaries
      require that such Beneficiary provides a receipt in respect of the same or
      a statement acknowledging that such benefit is accepted in full and final
      settlement of a liability of the Settlor or a Participating Company to
      such Beneficiary to provide benefit of a similar nature and amount.

27.   ADDITION OF PARTICIPATING COMPANIES

      A Participating Company shall be 1) any company which is a holding
      company, a subsidiary or a subsidiary of a holding company (all as defined
      in Section 736 of the Companies Act 1985 of the United Kingdom) of the
      Settlor and 2) any other company determined to be such by the Settlor by
      written notice to the Trustees.

28.   SUBSTITUTION OF SETTLOR

      In the event that any time during the Trust Period the Settlor becomes
      insolvent or is declared bankrupt or is placed into liquidation (whether
      solvent or insolvent) or winding-up or a receiver is appointed of the
      Settlor's assets or the Settlor is the subject of any take-over or merger
      by or with any other company or if the Settlor so agrees with the Trustees
      in the absence of any such circumstances the Trustees may by written
      instrument entered into with any other company agree that such other
      company (hereinafter called the "Substitute Settlor") shall assume and
      adopt all of the Settlor's powers and obligations pursuant to this
      Settlement and thereafter this Settlement to the Settlor shall continue
      and references in this Settlement to and all liabilities under this
      Settlement of the Settlor shall mean and devolve respectively upon the
      Substitute Settlor.

29    MAXIMUM VALUE OF BENEFITS

      The Trustees shall not be liable to provide benefits under or in
      connection with this Settlement which in aggregate exceed the value of the
      Trust Fund from time to time.

30.   RIGHT TO RELY ON INFORMATION SUPPLIED TO THE TRUSTEES

(1)   The Trustees shall be entitled to rely without further enquiry on all
      information supplied to them by the Settlor and any Participating Company
      in connection with this Settlement and in particular any notice given by
      the Settlor and any Participating Company to the Trustees in

                                                                              16

<PAGE>

      respect of the eligibility of any person to become or remain a Beneficiary
      or Employee or an Excluded Person shall be conclusive in favour of the
      Trustees.

(2)   In particular any written statement signed by a person being or purporting
      to be a director, secretary or an authorised representative of the Settlor
      and any Participating Company to the effect that any person is or has
      ceased to be a Beneficiary or Employee or as to any other circumstance
      affecting a person believed by the Trustees to be or not to be a
      Beneficiary or Employee may be treated by the Trustees as conclusive
      evidence of the matters referred to in the statement.

31.   COUNTERPARTS

      This Settlement may be executed in counterpart, each of which shall be an
      original but together shall constitute one and the same instrument.

                                                                              17

<PAGE>

THE FIRST SCHEDULE HEREINBEFORE REFERRED TO: REGULATIONS

1.    GENERAL POWER

      The Trustees shall have all powers of investment, management, sale,
      exchange, partition, pledge, assignment, leasing, insurance, repair,
      building, development, protection, improvement, equipment, dealing and
      disposition and all other powers of a natural person acting as absolute
      beneficial owner of the Trust Fund and their powers shall not be
      restricted by any principle of construction (or rule or requirement of the
      Proper Law save to the extent that such is obligatory) but shall operate
      according to the widest generality of which the foregoing words are
      capable notwithstanding that certain powers are hereinafter more
      particularly set forth SAVE that the Trustees shall have no power either
      acting singularly or jointly with any other person (i) to borrow money or
      other property on the security of the Trust Fund or unsecured with power
      to charge any part of the capital or income (including any future income)
      of the Trust Fund with the repayment of any moneys or property so borrowed
      unless previously agreed in writing with the Settlor; and (ii) to
      appropriate or to apply the capital or income of the Trust Fund or any
      part thereof in securing the payment of money owed by any Beneficiary or
      the performance of any obligations of any Beneficiary and to give any
      guarantee or to become surety for any Beneficiary (or in any of the
      aforesaid cases in respect of any company in which a Beneficiary shall
      have an interest notwithstanding that others may also be so interested)
      and for these purposes to hypothecate mortgage or charge any investments
      or property for the time being forming part of the Trust Fund or to
      deposit or transfer any such investments or property with or to any person
      firm or company on trust or by way of security.

2.    RESTRICTIONS ON INVESTMENT POWERS

      The Trustees shall be restricted in their powers of investment in the same
      way that an employee of the Settlor or of a Participating Company is
      restricted by regulatory constraints as shall be notified from time to
      time whether imposed by the employer generally or by any body the
      directions of which the employer adopts in respect of investments that may
      not be made by employees so that the Trustees shall follow that process
      which an employee is obliged to follow to ensure that restrictions on
      investment powers are not breached.

3.    POWERS OF INVESTMENT

      (1)   Subject to Regulations 1 and 2 trust moneys may be invested or laid
            out in the purchase of (or at interest upon the security of) such
            stocks, funds, shares, securities or other investments or property
            of whatsoever nature and wheresoever situate and whether involving
            liability or not and whether producing income or not as the Trustees
            shall in their absolute discretion think fit to the intent that the
            Trustees shall have the same full and unrestricted powers of
            investing and transposing investments and laying out moneys in all
            respects as if they were absolutely entitled thereto beneficially
            and without regard to the requirements of the Proper Law (save to
            the extent that these are obligatory) and in the professed exercise
            of this power the Trustees shall not be liable for any loss to the
            Trust Fund arising from any investment or purchase made in good
            faith.

      (2)   Without prejudice to the generality of the preceding paragraph
            hereof:

            (a)   the acquisition of any investment although of a speculative
                  nature shall be deemed to be an authorised investment of trust
                  moneys and the Trustees shall not be under any obligation or
                  be liable for any loss occasioned by any failure

                                                                              18

<PAGE>

                  to diversify investments notwithstanding that the whole or a
                  substantial part of the Trust Fund may consist of a single
                  asset or the stocks shares or debentures of a single company;

            (b)   the acquisition of any reversionary interest in property or
                  any policy or securities or other investments not producing
                  income or in respect of which no dividend interest or rent is
                  payable shall be deemed to be an authorised investment of
                  trust moneys;

            (c)   the acquisition of any limited interest in property including
                  any limited equitable interest under a settlement or trust or
                  any annuity or policy or securities or other investments being
                  of a wasting nature shall be deemed to be an authorised
                  investment of trust moneys;

            (d)   the Trustees shall have power to make any such investment as
                  is mentioned in paragraphs (b) and (c) of this sub-regulation
                  notwithstanding that the making thereof may affect or alter
                  the interests of the persons respectively interested in
                  capital and income hereunder;

            (e)   the Trustees shall have power to apply any moneys forming part
                  of the capital or income of the Trust Fund in the purchase or
                  subscription of partly paid shares and shall have power to pay
                  up such shares at such times and in such manner as they shall
                  in their absolute discretion determine;

            (f)   the Trustees shall have power pending the investment thereof
                  for any period to place any moneys forming part of the Trust
                  Fund on current or deposit account with any bank or any other
                  company or corporation conducting the business of banking or
                  accepting moneys on deposit in any part of the world and may
                  open and maintain banking accounts in their joint names or in
                  the name of any one of them or the name of this Settlement;

            (g)   the Trustees may invest the whole or any part of the capital
                  or income of the Trust Fund in effecting purchasing or
                  otherwise acquiring and paying premiums on any policy of
                  assurance upon the life of any person whether such policies be
                  whole life or endowment or policies to cover death within any
                  term (howsoever short) or policies restricted to death by
                  accident and generally upon any terms and conditions as the
                  Trustees shall think fit and the Trustees shall have all the
                  powers of an absolute beneficial owner as respects any policy
                  forming part of the Trust Fund including the power to exercise
                  any option afforded by such policy or to sell or realise any
                  such policy or to convert the same into a fully paid up policy
                  or into any other form of assurance;

            (h)   the Trustees shall have power to leave any assets subject to
                  any of the trusts of this Settlement in the state of
                  investment in which they may be from time to time;

            (i)   the Trustees shall have power at any time to sell or call in
                  any investments or property for the time being comprised in
                  the Trust Fund or transpose or convert the same into any other
                  investments or property the acquisition of which with moneys
                  subject hereto is hereby authorised;

            (j)   in the exercise of the powers herein contained the Trustees
                  shall not be under any duty to see that the value of the Trust
                  Fund or any part thereof is

                                                                              19

<PAGE>

                  preserved or enhanced in any way nor shall they be liable for
                  any failure in that respect whatsoever.

4.    TRUSTEES NOT BOUND TO INTERFERE IN BUSINESS OF COMPANY IN WHICH TRUST
      INTERESTED

      The Trustees shall not be bound or required to interfere in the management
      or conduct of the business of any company wherever resident or
      incorporated in which the Settlement shall be interested although holding
      the whole or a majority of the shares carrying the control of the company
      and the Trustees in all cases shall be at liberty to leave the conduct of
      its business (including the payment or non-payment of dividends) wholly to
      such directors without requiring to be supplied with any information
      concerning the company or its affairs beyond that to which every
      shareholder would be entitled and no Beneficiary hereunder shall be
      entitled to require the distribution of any dividend by any company
      wherever incorporated or resident in which the Settlement may be
      interested or require the Trustees to exercise any powers they may have of
      compelling any such distribution.

5.    POWER TO MAKE LOANS TO BENEFICIARIES

      The Trustees shall have power to lend the whole or any part of the Trust
      Fund:

      (1)   on reasonably prudent commercial terms to any person whatsoever; and

      (2)   on such terms as to repayment and interest or interest free and
            whether with or without security to any Beneficiary (or to any
            company in which a Beneficiary may have an interest notwithstanding
            that others may also be interested in that company);

      as the Trustees may in their absolute discretion think fit but so that no
      such loan shall be made on terms that repayment shall be postponed beyond
      the Trust Period.

6.    POWER TO PERMIT USE OF TRUST ASSETS

      The Trustees shall have power to permit any Beneficiary to use or enjoy or
      otherwise derive benefit from any of the assets comprising the Trust Fund
      including for the avoidance of doubt to reside in any dwelling occupy any
      land or have the custody and use of any chattels which may for the time
      being be held subject to the trusts hereof upon such conditions as to
      payment of rent rates taxes and other expenses and outgoings and as to
      insurance repair and decoration and for such period and generally upon
      such terms as the Trustees in their absolute discretion shall think fit
      and it shall be no bar to the exercise of such power that some person or
      persons in addition to the Beneficiary shall also thereby incidentally
      have the use of or enjoyment of such dwelling house land or chattels.

7.    POWER TO PAY DUTIES AND TAXES

      In the event of any tax duty or fiscal imposition whatsoever becoming
      payable in the Island of Jersey or elsewhere in respect of the Trust Fund
      or any part thereof in any circumstances whatsoever the Trustees shall
      have power to pay all such taxes duties or fiscal impositions out of the
      Trust Fund or the income thereof and shall have entire discretion as to
      the time and manner in which the said taxes duties or fiscal impositions
      shall be paid and the Trustees may pay such taxes duties or fiscal
      impositions notwithstanding that the same shall not be recoverable from
      the Trustees or the Beneficiaries or other persons entitled hereunder or
      that the payment shall not be to the advantage of any Beneficiary or other
      person entitled hereunder.

                                                                              20

<PAGE>

8.    POWER TO APPORTION BETWEEN INCOME AND CAPITAL

      The Trustees shall have power to treat as income or as capital any
      dividends stock dividends rights interests rents or profits derived from
      any property at any time constituting the whole or any part of the Trust
      Fund and generally to determine what part of the receipts of this
      Settlement is income and what is capital whether or not such property is
      wasting hazardous or unproductive or was purchased at a premium or
      discount and notwithstanding the time when such dividends stock dividends
      rights interest rents or profits were earned accrued declared or paid to
      make such reserves out of income or capital as the Trustees deem proper
      for expenses taxes and other liabilities of this Settlement to pay from
      income or from capital or to apportion between income and capital any
      expenses of making or changing investments and of selling exchanging or
      leasing including brokers commissions and charges and generally to
      determine what part of the expenses of this Settlement shall be charged to
      capital and what part to income and to determine as between separate funds
      and separate parts or shares the allocation of income gains profits losses
      and distributions. Any decisions of the Trustees under this Regulation
      whether made in writing or implied from their acts shall so far as the law
      may permit be conclusive and binding on the Beneficiaries and all persons
      actually or prospectively interested under this Settlement.

9.    POWER TO APPROPRIATE

      The Trustees shall have power to appropriate the Trust Fund or any part
      thereof in such manner and in accordance with such valuation as they in
      their absolute discretion think fit and without the consent of any
      Beneficiary hereunder being required for any such appropriation.

10.   POWER TO TAKE ADVICE

      The Trustees shall have power to take the opinion of legal counsel locally
      or where necessary or appropriate elsewhere concerning any matter in any
      way relating to this Settlement or to their duties in connection with the
      trusts hereof and in all matters to act in accordance with the opinion of
      such counsel AND in addition the Trustees shall have power to employ and
      take advice from any of the professional advisers or agents referred to in
      the Trust Law and shall have the benefit of the indemnity in respect
      thereof contained in the Trust Law. Except where the professional fees,
      commissions and disbursements of all such advisers or agents including
      legal counsel relate to actions arising out of the fraud, wilful
      misconduct or negligence on the part of the Trustee (when, for the
      avoidance of doubt, the indemnity in clause 19 shall not apply) the
      professional fees commissions and disbursements of all such advisers or
      agents including legal counsel shall be payable out of the income or
      capital of the Trust Fund as the Trustees shall think fit. For the
      avoidance of doubt, if the Trustees are advised to institute or defend any
      actions or proceedings or threats thereof concerning the Settlement the
      Trustees shall have the power to act accordingly.

11.   POWER TO GIVE RECEIPTS

      The Trustees shall have power to give receipts for any money securities or
      other property or effects and so that any receipt so given shall be a
      sufficient discharge to the person paying transferring or delivering the
      same and shall effectively exonerate him from seeing to the application
      thereof or being answerable for any loss or misapplication thereof.

12.   POWER TO EFFECT COMPROMISES

      The Trustees shall have power to:

                                                                              21

<PAGE>

      (1)   accept any property whether movable or immovable before the time at
            which it is transferable or payable;

      (2)   pay or allow any debt or claim on any evidence which they may think
            sufficient;

      (3)   accept any composition or any security movable or immovable for any
            debt or any property due to or claimed by the Trustees;

      (4)   allow any time for payment of any debt;

      (5)   compromise compound abandon submit to arbitration or otherwise
            settle any debt account claim or thing relating to the Trust Fund
            out of the assets of the Trust Fund without being liable for any
            loss to the Trust Fund thereby occurring.

13.   POWER TO GIVE INDEMNITIES

      The Trustees shall have power to enter into any indemnity in favour of any
      former trustee in respect of any tax duty or fiscal imposition or other
      liability of any nature prospectively payable in respect of the Trust Fund
      or otherwise in connection with this Settlement and to charge or deposit
      the whole or any part of the Trust Fund as security for such indemnity in
      such manner in all respects as they shall think fit.

14.   PROTECTION OF PROPERTY

      The Trustees shall not be liable for any loss damage or depreciation that
      may happen at any time or from any cause to any property forming part of
      the Trust Fund and they shall not be bound to see nor be liable or
      accountable for omitting or neglecting to see to the upkeep or repair of
      any such property but may repair alter renew improve maintain store and
      replace any such property in such manner and to such extent as they shall
      think fit the cost thereof to be borne by the income or capital of the
      Trust Fund as the Trustees shall in their absolute discretion think fit.

15.   COMPANIES

      (1)   The Trustees may at any time at the expense of the income or capital
            of the Trust Fund arrange or join or concur in arranging for the
            incorporation or registration of any company in any part of the
            world (but only with limited liability in which liability cannot
            exceed or be paid from anything other than assets of the Trust Fund)
            for all or any of the following purposes (with or without other
            purposes) that is to say:

            (a)   to purchase take on lease or otherwise acquire and to hold or
                  employ in any business or otherwise turn to account or dispose
                  of all or any of the property for the time being subject to
                  the trusts hereof or any rights of any kind over the same
                  either with or without any other assets and so that the
                  Trustees may accept from any such company such consideration
                  for any such purchase lease or other acquisition as the
                  Trustees shall in their discretion think fit (whether in the
                  form of cash stocks shares or securities of the same or any
                  other company rents options or in any other form whatsoever);

            (b)   to manage cultivate or otherwise administer all or any of the
                  property for the time being subject to the trusts hereof
                  either with or without any other assets or to act as nominee
                  agent or attorney (whether sole or joint) for the Trustees and
                  so that the Trustees may pay or allow to any such company such
                  fees

                                                                              22

<PAGE>

                  share of profits or other remuneration for such management
                  cultivation or other work of administration or for acting as
                  such nominee agent or attorney as they may in their discretion
                  think fit and may permit any such company to act as nominee
                  agent or attorney (whether sole or joint) for any other person
                  approved of by the Trustees;

            (c)   to be one of the trustees or sole trustee hereof or of any
                  appointment or appointments made hereunder with respect to any
                  part or parts of the Trust Fund held on trusts distinct from
                  those relating to any other part or parts and so that the
                  Trustees may permit any such company to be one of the trustees
                  or sole trustee of any other trust approved of by the
                  Trustees.

(2)   The Trustees shall have power subject to Regulations 1 and 2:

      (a)   to agree to any reconstruction amalgamation or other arrangement or
            scheme concerning any company whose shares comprise or form part of
            the Trust Fund (and in this and the two following sub-clauses of
            this clause the word "shares" includes stock funds debentures
            debenture stock mortgage or any other securities in all cases only
            to the extent that they are limited liability);

      (b)   to accept in addition to or in lieu of those already held other
            shares to the extent that they are limited liability in any company
            whose shares comprise or form part of the Trust Fund in connection
            with or as part of any such reconstruction amalgamation arrangement
            or scheme as aforesaid;

      (c)   to agree to the winding up of any company whose shares comprise or
            form part of the Trust Fund.

(3)   Without prejudice to the generality of their other powers but subject to
      Regulations 1 and 2 the Trustees shall have the power to acquire, hold,
      deal in and make a market in any limited liability shares of any of:

      (a)   the Settlor; or

      (b)   any company for the time being a subsidiary of the Settlor; or

      (c)   any former subsidiary of the Settlor; or

      (d)   any company of which the Settlor is or becomes a subsidiary whether
            or not the Settlor remains a subsidiary of such company,

      and in this sub-regulation (3) "subsidiary" shall have the meaning as
      defined in section 736 of the Companies Act 1985 of the United Kingdom but
      unless and until the Trustees so determine in writing the power contained
      in this sub-regulation (3) shall not be available to the Trustees and
      following any such determination the power shall only be available to the
      extent permitted by such determination provided in all cases that any such
      company is a limited liability company.

16.   TRUSTEES MAY ACT NOTWITHSTANDING PERSONAL INTEREST

      Subject as herein otherwise expressly provided any of the Trustees may
      exercise or join or concur in exercising any or all of the powers and
      discretions hereby or by law given to the Trustees notwithstanding that he
      may have a personal interest in the mode or result of exercising any such
      power or discretion but any of the Trustees may abstain from acting

                                                                              23

<PAGE>

      except as a merely formal party in any matter in which he may be
      personally interested as aforesaid and may allow a co-trustee to act alone
      in the exercise of the powers and discretions aforesaid in relation to
      such matter.

17.   TRANSACTIONS WITH OTHER TRUSTS

      The Trustees may in the execution of any of the trusts hereof or in
      exercise of any of the powers hereby or by law given to them sell property
      or lend money to or buy property from or carry out any other transaction
      with the trustees of any other trust or the executors or administrators of
      any estate (not being a trust or estate under which any Excluded Person
      shall have any beneficial or prospective interest whatsoever)
      notwithstanding that the Trustees or any of them are or is the same
      persons or person as those trustees executors or administrators or any of
      them and where the Trustees are the same persons as those trustees
      executors or administrators the transaction shall be binding on all
      persons then or thereafter interested hereunder though effected and
      evidenced only by an entry in the accounts of the Trustees.

18.   CONTRACTS WITH INDIVIDUAL TRUSTEES

      (1)   Any of the Trustees may contract with the Trustees as vendor or
            purchaser or otherwise in a matter in which he is personally
            interested PROVIDED THAT there is at least one trustee who has no
            personal interest in such contract.

      (2)   This provision is additional and without prejudice to the provisions
            of the last preceding regulation (relating to transactions in which
            one or more of the Trustees are interested in different fiduciary
            capacities).

19.   POWER TO HOLD THE TRUST FUND IN THE NAME OF A NOMINEE

      The Trust Fund or any part of it may be held in the name of a nominee or
      nominees for and on behalf of the Trustees and the Trustees shall have
      power to pay such nominee or nominees reasonable fees for their services
      out of the Trust Fund.

                                                                              24

<PAGE>

THE SECOND SCHEDULE HEREINBEFORE REFERRED TO: INITIAL PROPERTY

The sum of one thousand pounds sterling ((Pound)1000.00).

                                                                              25

<PAGE>

THE THIRD SCHEDULE HEREINBEFORE REFERRED TO: THE BENEFICIARIES

1.    (1) Subject to (2) below, all present officers and employees of the
      Settlor at the date of creation of this Settlement and all persons who
      become officers and employees of the Settlor or its successor during the
      Trust Period including (in all cases) after they cease to be such officers
      and employees for any reason and all officers and employees of any
      Participating Company at the date when that company becomes a
      Participating Company (including in the case of a company which becomes a
      Participating Company on the date of this Settlement by reason of being a
      subsidiary, a holding company or a subsidiary of a holding company of the
      Settlor on that date all officers and employees of such company on that
      date) and all persons who become such officers and employees while that
      company is a Participating Company (but not otherwise) including (in all
      cases) after they cease to be such officers and employees for any reason.

2.    All grandparents living from time to time of the persons in 1 above and
      all children and remoter issue living from time to time of such
      grandparents (other than the person in 1 above but including the children
      and remoter issue of that person).

3.    The spouses former spouses (including divorced spouses) widows and
      widowers from time to time of all persons described in 1 and 2 above and
      any persons who are, in the opinion of the Trustees (whose opinion shall
      be conclusive) co-habitees from time to time of a person described in 1
      above.

4.    The parents and grandparents and brothers and sisters of all spouses
      former spouses widows widowers described in 3 above as well as the spouses
      former spouses (including divorced spouses) widows widowers from time to
      time of such brothers and sisters.

5.    Any person who has at any time been or is from time to time, in the
      opinion of the Trustees (whose opinion shall be conclusive) financially
      dependent upon a person described in 1 above who is not otherwise included
      within any of 2, 3 or 4 above.

                                                                              26

<PAGE>

THE FOURTH SCHEDULE HEREINBEFORE REFERRED TO: EXCLUDED PERSONS

1.    The Trustees for the time being.

2.    The Settlor and any Participating Company.

                                                                              27

<PAGE>

THE FIFTH SCHEDULE HEREINBEFORE REFERRED TO: APPOINTMENT OF NEW OR ADDITIONAL
TRUSTEES

1.    The power of appointing new or additional Trustees shall be vested in the
      Settlor failing which the said power shall be vested in the surviving or
      continuing Trustees or if there are no such then in the Trustee or
      Trustees desiring to be discharged and failing this the personal
      representatives of the last surviving Trustee (if an individual) or if
      such last surviving Trustee was a company in the liquidator thereof.

2.    Neither the Settlor nor any Participating Company may be appointed as
      trustee hereof.

                                                                              28

<PAGE>

IN WITNESS WHEREOF this Settlement has been executed on the date first above
written.

THE COMMON SEAL of              )
VIATEL HOLDING (BERMUDA) LIMITED)
was affixed hereto              )
in the presence of              )

      /s/ Lucy Woods
Director

   /s/ Leslie Goodman
Director/Secretary

THE COMMON SEAL of              )
EB TRUSTEES LIMITED             )

was affixed hereto              )
in the presence of              )

   /s/ Colum Spillane
Authorised Person

   /s/
Authorised Person

                                                                              29

<PAGE>

                                      INDEX
<TABLE>
<CAPTION>
CLAUSE                                                                                                 PAGE
<S>                                                                                                    <C>
1.    Interpretation                                                                                     1
2.    Proper Law                                                                                         3
3.    Declaration of Trust of Original and Additional Property                                           3
4.    Trusts of Income and Capital                                                                       4
5.    Powers of Appointment and Advancement                                                              5
6.    Provisions Relevant to Clause 5                                                                    7
7.    Payments to Charity                                                                                8
8.    Payments to Infants                                                                                8
9.    Power to Ignore Interests                                                                          8
10.   Power to Change Proper Law                                                                         8
11.   Additional Powers of the Trustees                                                                  9
12.   Exercise of Powers                                                                                 9
13.   Delegation of Powers                                                                               9
14.   Restriction and Release of Powers                                                                  9
15.   Restriction on Exercise of Powers                                                                 10
16.   Power of Appointment and Removal of Trustees                                                      10
17.   Indemnity of Outgoing Trustee                                                                     11
18.   Trustee Indemnity                                                                                 12
19.   Trustees Remuneration                                                                             12
20.   Provisions as to Excluded Persons                                                                 13
21.   Variation of Terms of Settlement                                                                  14
22.   Confidentiality                                                                                   14
23.   Irrevocability                                                                                    15
24.   Preliminary Expenses                                                                              15
25.   The Protector                                                                                     16
26.   Receipts from Beneficiaries                                                                       16
27.   Addition of Participating Companies                                                               17
28.   Substitution of Settlor                                                                           17
30.   Maximum value of Benefits                                                                         17
31.   Right to Rely on Information supplied to the Trustees                                             17
32.   Counterparts                                                                                      17
FIRST SCHEDULE
1.    General Power                                                                                     18
2.    Restrictions on Investment Powers                                                                 18
3.    Powers of Investment                                                                              18
4.    Trustees not bound to Interfere in Business of Company in which Trust Interested                  20
5.    Power to Make Loans to Beneficiaries                                                              20
6.    Power to Permit Use of Tax Assets                                                                 20
7.    Power to Pay Duties and Taxes                                                                     20
8.    Power to Apportion between Income and Capital                                                     20
9.    Power to Appropriate                                                                              21
10.   Power to Take Advice                                                                              21
11.   Power to Give Receipts                                                                            21
12.   Power to Effect Compromises                                                                       21
13.   Power to Give Indemnities                                                                         22
14.   Protection of Property                                                                            22
15.   Companies                                                                                         22
16.   Trustees may act Notwithstanding Personal Interest                                                24
17.   Transactions with other Trusts                                                                    24
</TABLE>

                                                                              30

<PAGE>

<TABLE>
<CAPTION>
CLAUSE                                                                                                 PAGE
<S>                                                                                                    <C>
18.   Contracts with Individual Trustees                                                                24
21.   Power to Hold the Trust Fund in the name of a Nominee                                             24

SECOND SCHEDULE
Initial Property                                                                                        25

THIRD SCHEDULE
The Beneficiaries                                                                                       26
FOURTH SCHEDULE
Excluded Persons                                                                                        27
FIFTH SCHEDULE
Appointment of New or Additional Trustees                                                               28
</TABLE>

                                                                              31

<PAGE>

                               DATED: 18 JULY 2005

                            INSTRUMENT OF SETTLEMENT

                                     MADE BY

                        VIATEL HOLDING (BERMUDA) LIMITED

                                       AND

                               EB TRUSTEES LIMITED

                          "VTL EMPLOYEE BENEFIT TRUST"

                                                                              32