Dated this 31st May 2000






                                      Deed



                                     between


                              RICHARD JOHN PIROUET


                                       and


                          CLIVE AUBREY CHARLES CHAPLIN


                                       and


                              RONALD WILLIAM GREEN


                                       and


                             VICTOR ALOYSIUS HEBERT








<PAGE>


THIS DEED is made the 31st day of May 2000

BETWEEN

RICHARD JOHN PIROUET of La Colline, Le Mont Cambrai, St. Lawrence, Jersey, CLIVE
AUBREY CHARLES CHAPLIN of Whiteley Chambers,  Don Street, St Helier,  Jersey and
RONALD WILLIAM GREEN of Minden House,  6 Minden Place,  St Helier,  Jersey,  and
VICTOR ALOYSIUS HEBERT of 333 Bush Street, San Francisco, California 94104-2878,
USA (together the "Trustees")




SUPPLEMENTAL TO:-

1.       A settlement of trust dated 16 February 1990 and made between  Berkeley
         Govett & Company Limited and John Gerald Patrick Wheeler and Ian Walter
         Stanley Strang and known as the Berkeley  Govett & Company Limited 1990
         Employee Share Option Trust (the "Settlement").

2.       A Deed dated 14 April 1992 made by John Gerald Patrick  Wheeler and Ian
         Walter Stanley Strang resolving to change the name of the Settlement to
         THE GOVETT & COMPANY EMPLOYEE SHARE OPTION TRUST.

3.       An Instrument  dated 18 March 1994 between John Gerald Patrick Wheeler,
         Ian Walter Stanley Strang and Richard John Pirouet  whereby John Gerald
         Patrick  Wheeler  retired as  Trustee  and  Richard  John  Pirouet  was
         appointed as a new Trustee.

4.       An  Instrument  dated 27  September  1994  between  Ian Walter  Stanely
         Strang,  Richard John Pirouet and Clive Aubrey Charles  Chaplin whereby
         Clive Aubrey Charles Chaplin was appointed as a new Trustee.
<PAGE>

5.       An  Instrument  dated 3 March 1995 between Ian Walter  Stanley  Strang,
         Richard  John  Pirouet and Clive  Aubrey  Charles  Chaplin  whereby Ian
         Walter Stanley Strang retired as a trustee.

6.       A Deed dated 29 December  1995 made by Richard  John  Pirouet and Clive
         Aubrey Charles  Chaplin  resolving to change the name of the Settlement
         to THE LONDON PACIFIC GROUP 1990 EMPLOYEE SHARE OPTION TRUST.

7.       A Deed dated 22 August 1996 made by Richard John Pirouet,  Clive Aubrey
         Charles  Chaplin and Ronald  William Green whereby Ronald William Green
         was appointed an Additional Trustee.

8.       Amendment No.1 to the Rules of the  Settlement  approved and adopted by
         resolution of the Trustees of the Settlement on the 24th October 1995

9.       Amendment No.2 to the Rules of the  Settlement  approved and adopted by
         resolution of the Trustees of the Settlement on the 29th January 1996

10.      A Deed dated 29th August 1998 made by and between the Trustees  whereby
         Victor Aloysius Hebert was appointed as a new Trustee of the Settlement

11.      A Deed dated 20th  November 1998 between  London  Pacific Group Limited
         and the Trustees  amending the Rules of the Settlement with effect from
         30th November 1998

WHEREAS:-

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

B.       By Clause 22.2 of the Settlement,  the Trustees have power from time to
         time by instrument  in writing to revoke,  alter or amend all or any of
         the provisions of the Rules

C.       By Rule 10(b) of the Rules,  the Trustees have power to amend,  suspend
         or terminate the Rules at any time and for any reason

D.       The  Trustees are  desirous of  exercising  the powers set out above in
         such manner as herein appears.
<PAGE>

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


NOW THIS DEED  WITNESSETH  that in exercise of the power  conferred upon them by
Clause 22.2 of the  Settlement  and Rule 10(b) of the Rules the Trustees  HEREBY
DECLARE that the Settlement  shall be, with effect from 2nd June 2000,  read and
construed as if the provision  specified in the Schedule  hereto were  expressly
incorporated in the Settlement.

IN WITNESS  whereof this Deed has been executed by the Trustees the day and year
first above written.


<PAGE>


                                  THE SCHEDULE

Schedule 2 of the  Settlement  (the Rules)  shall be deleted in its entirety and
shall be replaced by the following:

"
                                   SCHEDULE 2

                            THE LONDON PACIFIC GROUP

                        1990 EMPLOYEE SHARE OPTION TRUST

                                      RULES

These  Rules have been  established  pursuant to the London  Pacific  Group 1990
Employee  Share Option Trust  established  by a Settlement  dated 16th February,
1990.

1.       Definitions

         1.1      In these  Rules  wherever  the context  permits the  following
                  expressions shall have the meanings set against them:-

                  (a)      "Company" shall mean London Pacific Group Limited,  a
                           company   incorporated   with  limited  liability  in
                           Jersey, Channel Islands;

                  (b)      "Employee"  means any employee,  including an officer
                           or director, of a member of the Group;

                  (c)      "Expiration  Date"  means the last day of the term of
                           an Option established by an Option Agreement;
<PAGE>

                  (d)      "the Group" means the Company and its Subsidiaries;

                  (e)      "Option"  means a stock  option  granted  pursuant to
                           these Rules;

                  (f)      "Option   Agreement"  means  the  written   agreement
                           described  in Rule  5(b)  evidencing  the grant of an
                           Option to an Employee or  Consultant  and  containing
                           the terms,  conditions and restrictions pertaining to
                           such Option;

                  (g)      "Option  Shares"  means  the  Shares  subject  to  an
                           Option;

                  (h)      "Optionholder" means an Employee who holds an Option;

                  (i)      "Relevant   Optionholder"   means  any   Optionholder
                           employed  by  North  American  Trust  Company  of 225
                           Broadway,  Suite  500,  San Diego,  California  92101
                           ("NATC") as at the 10th November, 1998, designated as
                           a Relevant Optionholder by the Trustees in writing at
                           the Trustees' sole and unfettered discretion;

                  (j)      "Relevant  Option  Shares"  means  in  relation  to a
                           Relevant Optionholder such number of Option Shares as
                           are  notified to such  Relevant  Optionholder  by the
                           Trustees in writing;

                  (k)      "Relevant Vesting Date" means the 31st March, 1999;
<PAGE>

                  (l)      "Rules"   unless  the   context   clearly   indicates
                           otherwise, means a rule of the Trust;



                  (m)      "Settlement"   means  the   Settlement   dated   16th
                           February, 1990 known as The London Pacific Group 1990
                           Employee Share Option Trust;

                  (n)      "Share"  means  an  Ordinary  Share of 5c each in the
                           Company;

                  (o)      "Subsidiary"  means a Subsidiary  of the Company,  as
                           determined  by the  Trustees in  accordance  with the
                           terms of the Settlement;

                  (p)      "$" or "dollar" or "c" or "cent"  refers to the legal
                           tender of the United States of America;

                  (q)      "Trust" means The London  Pacific Group 1990 Employee
                           Share Option Trust as amended from time to time; and

                  (r)      "Trustees" means the Trustee or Trustees for the time
                           being of the Trust.

         1.2      The singular includes the plural and vice versa.

         1.3      The  masculine  includes  the feminine and vice versa and each
                  includes neuter.

2.       Administration
<PAGE>

         (a)      The Trustees shall have full power and discretion,  subject to
                  the express provisions of these Rules:

                  (i)      To determine from time to time which  Employees shall
                           be granted Options, the term of each Option, the time
                           or times at which all or portions of an Option may be
                           exercised  and the  number  of Shares  subject  to an
                           Option;

                  (ii)     To  construe  and  interpret  these Rules and Options
                           granted  under it,  and to amend and revoke the Rules
                           and regulations for  administration  of this Plan. In
                           the  exercise  of  this  power,  the  Trustees  shall
                           generally  determine  all  questions  of  policy  and
                           interpretation  that may arise,  and may  correct any
                           defect,  omission or  inconsistency in these Rules or
                           in any Option Agreement in a manner and to the extent
                           it shall deem  necessary  or  expedient to make these
                           Rules fully effective;

                  (iii)    To prescribe the terms and conditions of each Option,
                           including without  limitation the exercise price, and
                           to specify the provisions of each Option;

                  (iv)     Subject  to  applicable  legal  restrictions  and the
                           consent of the  Optionholder  affected,  to amend any
                           outstanding   Option  Agreement,   including  without
                           limitation  the  acceleration  in whole or in part of
                           the exercise schedule of any Option outstanding;

                  (v)      Generally,  to  exercise  such  powers and to perform
                           such acts as are deemed  necessary  or  expedient  to
                           promote the best interests of the Company.

         (b)      All  decisions,  interpretations  and  other  actions  of  the
                  Trustees shall be final and binding on all  Optionholders  and
                  all persons  deriving their rights from an  Optionholder.  The
                  Trustees  shall not be liable  for any  action  that they have
                  taken or failed to take in good  faith  with  respect to these
                  Rules or any Option.

<PAGE>


3.       Eligibility

         Options may be granted to any Employees.

4.       Shares Subject to Rules

         (a)      Restrictions.

         When the Trustees grant an Option they shall retain,  for themselves or
         others,  such rights to repurchase or cancel,  rights of first refusal,
         and other transfer  restrictions  applicable to Shares upon exercise of
         the Option,  or shall impose such other  restrictions on the Shares, as
         the Trustees may determine. The terms and conditions of any such rights
         or  other  restrictions  shall  be set  forth  in the  relevant  Option
         Agreement.

         (b)      No Rights as a Shareholder.

         An Optionholder  shall have no rights as a shareholder  with respect to
         any of his Option  Shares  until the issue to him (as  evidenced by the
         appropriate entry in the register of members of the Company) of a share
         certificate  evidencing  his holding of such Shares.  Subject to Rule 7
         hereof  no  adjustment  shall  be  made  for  dividends   (ordinary  or
         extraordinary,   whether  in  cash,   securities  or  other  property),
         distributions, or other rights with respect to which the record date is
         prior to the date the said share certificate is issued.





<PAGE>


5.       Grant of Options

         (a)      General.

         The Trustees may grant Options at any time and from time to time during
         the Trust Period of the Settlement. The Trustees shall specify the date
         of grant or, if the Trustees  fail to do so, the date of grant shall be
         the date of the action taken by the Trustees to grant the Option.

         (b)      Option Agreement.

         As soon as practicable  after the grant of an Option,  the Optionholder
         and  the  Company   shall  enter  into  a  written   Option   Agreement
         substantially  in the form of the Appendix  hereto which  specifies the
         date of grant,  the number of Option Shares,  the exercise  price,  the
         other terms and  conditions of the Option and any special  restrictions
         on the Option Shares.

         (c)      Exercise Price.

         The exercise  price of Shares under each Option shall be  determined by
         the Trustees,  having regard to the price at which the Shares have been
         purchased.

         (d)      Limits on Exercise.

         Subject to the other  provisions  of these  Rules,  an Option  shall be
         exercisable  in its  entirety  at  grant or at such  times  and in such
         amounts as are specified in the Option Agreement.  Notwithstanding  the
         terms of the Rules and any

         Option  Agreement,  as  amended,  in the event  that the  shares of the
         Company are de-listed  from the London Stock  Exchange and the New York
         Stock Exchange,  all unvested Options shall vest  immediately  prior to
         such de-listing.  For the purposes of this Rule an Option is "unvested"
         if  it  is  not  exercisable  and  an  Option  vests  when  it  becomes
         exercisable for the first time.
<PAGE>

         (e)      Exercise Procedures.

         To the extent the right to acquire  Shares has accrued,  Options may be
         exercised,  in whole or in part,  from time to time, by written  notice
         from the  Optionholder  to the  Trustees  stating  the number of Shares
         being acquired and the date of the Option  Agreement  representing  the
         Option  which  is  being   exercised.   The  written  notice  shall  be
         accompanied by payment of the exercise price for the Shares,  and other
         applicable amounts, as provided in Rule 6.

         (f)      Termination of Employment; Death; Disability.

         Subject as provided below,  and in particular to Rule 5(j), if, for any
         reason  other  than  death  or  permanent  and  total  disability,   an
         Optionholder's  employment  by the Company or a Subsidiary  terminates,
         Options  held  at  the  date  of   termination   (to  the  extent  then
         exercisable)  may be  exercised  in the  whole  or in part at any  time
         within one month after the date of such termination, or such greater or
         lesser period as is specified in the Option Agreement,  as amended (but
         in no event after the Expiration  Date),  but not  thereafter.  For the
         purposes  of  this  Clause  5(g)  an  Optionholder's  employment  by  a
         Subsidiary  shall be deemed to terminate if the company  employing  the
         Optionholder  ceases to be a  Subsidiary.  If an  Optionholder  dies or
         becomes   permanently  and  totally  disabled  (as  determined  by  the
         Trustees)  while  employed  by the  Group  (or,  in the event of death,
         within the period that the Option remains exercisable after termination
         of employment), Options

         then held (to the extent then exercisable) may be exercised in whole or
         in  part  by  the   Optionholder,   by  the   Optionholder's   personal
         representative,  or by the person to whom the Option is  transferred by
         will or the laws of inheritance,  at any time within one year after the
         date of death or permanent and total  disability of the Optionholder or
         if less, the period specified in the Option Agreement,  but in no event
         after  the  Expiration  Date.  In  the  event  of  the  termination  of
         employment,  death or disability of the Optionholder  before the
<PAGE>

         Option shall have become fully  exercisable,  the Option, to the extent
         not then exercisable  shall lapse and the Company or the Trustees shall
         be under no liability whatsoever with regard thereto.

         (g)      Leaves of Absence.

         For purposes of Rule 5(g) above, an Optionholder's employment shall not
         be deemed to  terminate  by reason of sick leave,  military  leave,  or
         other leave of absence approved by the Trustees.

         (h)      Modification, Extension and Renewal of Options.

         Within the limitations of these Rules, the Trustees may modify,  extend
         or renew outstanding Options or may accept the cancellation thereof (to
         the extent not previously exercised) for the granting of new Options in
         substitution therefor.  Notwithstanding the foregoing,  no modification
         shall,  without  the consent of the  Optionholder,  alter or impair his
         rights or obligations under an Option.

         (i)      Overriding Provisions

         The  following  provisions  shall only have  effect in the event of the
         closing of the sale of NATC pursuant to the terms of an agreement dated
         24th September, 1998, between NATC and City National Bank.

                  (i)      Notwithstanding  any  provision  in these Rules or in
                           any Option Agreement to the contrary,  an Option held
                           by a Relevant  Optionholder  shall be  exercisable in
                           whole or in part,  at the  discretion of the Relevant
                           Optionholder,  over  Relevant  Option Shares from the
                           Relevant  Vesting  Date  PROVIDED  THAT the  Relevant
                           Optionholder  continues  to be an  employee of either
                           (1)  NATC;  or  (2)  City  National  Bank  as at  the
                           Relevant Vesting Date.
<PAGE>

                  (ii)     Notwithstanding  any  provision  in these Rules or in
                           any Option Agreement to the contrary, in the event of
                           a Relevant  Optionholder  either being made redundant
                           or being  asked to leave  the  employment  of NATC or
                           City National Bank without due cause,  in either case
                           before the Relevant  Vesting  Date, an Option held by
                           such Relevant  Optionholder  shall be  exercisable in
                           whole or in part at the  discretion  of the  Relevant
                           Optionholder  over  Relevant  Option  Shares from the
                           date  of  such  termination  of  employment.  For the
                           purposes of  clarification of this Rule, in the event
                           of  the  Relevant   Optionholder:   (1)  leaving  his
                           employment  of his own  volition,  or (2)  having his
                           employment  terminated for Cause, before the Relevant
                           Vesting  Date,  any  Option  held  by  such  Relevant
                           Optionholder  shall  lapse  and  the  Company  or the
                           Trustees shall be under no liability  whatsoever with
                           regard thereto.

                           As used  herein,  "Cause"  includes,  as  exclusively
                           determined    by   the    Trustees,    the   Relevant
                           Optionholder's:

                           (1) wilful misconduct against the Group or any of its
                               directors, officers, employees or agents;

                           (2) breach  of  confidentiality  against  any  Group
                               company;

                           (3) gross   negligence   in  the  course  of  or  in
                               connection  with  the   Relevant  Optionholder's
                               services for the Group;

                           (4) illegal or unethical business practices; or

                           (5) a  conviction  by a competent  court of law for a
                               criminal offence.

                  (iii)    In the event of an Option becoming  exercisable under
                           the provisions of Rule 5(j)(i), such Option shall, if
                           at all, be  exercised  before 31st March,  2001,  and
                           whether or not the  Relevant  Optionholder  is at the
                           time of  exercise  of such Option an employee of NATC
                           or City National  Bank. In the event that such Option
                           is not exercised  before
<PAGE>

                           31st March,  2001,  the said  Option  shall lapse and
                           the  Company  or  the  Trustees  shall  be  under  no
                           liability  whatsoever  with regard thereto.

         (k)      Transferability

                  Options may not be transferred  unless otherwise  specifically
                  provided  in the Option  Agreement,  other than by will or the
                  laws of descent and distribution.

6.       Payment upon Exercise of Options

                  (a)      Exercise Price.

         The  exercise  price of Shares  acquired  under this Plan shall be paid
         either in full at the time an Option is  exercised  or  pursuant to any
         deferred payment  arrangement that the Trustees in their discretion may
         approve;  provided,  however,  that  unless  otherwise  approved by the
         Trustees, any deferred payments shall bear interest at such rate as the
         Trustees may determine in their absolute discretion.

                  (b)      Form of Consideration.

         If, and to the extent,  permitted or  authorised  by the  Trustees,  in
         their absolute discretion,  an Optionholder may make all or any portion
         of any  payment  due to the  Company  upon  exercise  of an  Option  by
         delivery of any property  (excluding  shares of the Company) other than
         cash,  so  long  as  such  property   constitutes   good  and  valuable
         consideration for the Shares under applicable law and is surrendered in
         good form for transfer.

7.       Adjustment of Shares

         If the number of Shares in issue is hereafter  increased or  decreased,
         or Shares are changed into or exchanged  for a different  number and/or
         kind of  shares  or  other  securities  of the  Company  or of  another
         corporation,  by reason of a reorganisation,  merger,  consolidation or
         other  acquisition,  capitalisation,  reclassification,
<PAGE>

         consolidation,   division  or   subdivision  or  declaration  of  stock
         dividends,  or a special dividend is declared,  the total number and/or
         kind of Shares  for the  acquisition  of which  Options  may be granted
         under  these  Rules,  and the number  and/or kind of Shares as to which
         Options (or portions thereof) are outstanding, may be adjusted pro rata
         by the Trustees.  Any adjustment in an outstanding Option shall be made
         without  change  in the  aggregate  exercise  price  applicable  to the
         unexercised portion of such Option but with a corresponding  adjustment
         in the exercise price per Share. Any adjustment under this Rule 7 shall
         be subject to the  provisions of the Company's  Memorandum and Articles
         of Association, as amended, and applicable law.

8.       No Right to Employment

         Neither these Rules nor any Option granted  hereunder shall confer upon
         any  Optionholder  any right with respect to continuation of employment
         by, or the provision of  consulting  services to, the Company or any of
         its  Subsidiaries,  or shall interfere in any way with the Company's or
         any of its Subsidiaries'  right to terminate the employment or services
         of any Optionholder at any time with or without cause.

9.       Legal Requirements

         The Company  shall not be obliged to issue any Shares upon  exercise of
         any  Option  unless  the  Shares  are at that  time  listed  on a Stock
         Exchange or effectively  registered or exempt from  registration  under
         any relevant securities laws of the United States or the United Kingdom
         and the issue of the Shares is otherwise in compliance with all


         such  applicable  securities  laws  and the  regulations  of any  Stock
         Exchange  on which the  Company's  securities  may then be listed.  The
         Company  shall have no  obligation  to  register  the Shares  under any
         securities  laws of the United States or the United  Kingdom or to take
         any other  steps  which may be  necessary  to enable  the  Shares to be
         issued under any securities laws. Upon exercising all or any portion of
         any Option, an Optionholder may be required to furnish  representations
         or undertakings  deemed  appropriate by the Company to enable the issue
         of the Shares or subsequent  transfers of any interest in the Shares to
         comply with applicable  securities  laws.  Certificates
<PAGE>

         evidencing  the holding of Shares  issued upon  exercise of Options may
         bear any legend required by, or useful for purposes of compliance with,
         applicable  securities  or  other  laws,  these  Rules  or  the  Option
         Agreements.

10.      Duration and Amendments

                  (a)      Duration.

                           These Rules  shall  become  effective  on the date of
                  execution of the  Settlement  and terminate  automatically  on
                  expiration  of the Trust  Period under the  Settlement.  These
                  Rules,  any amendments to these Rules and any Options  granted
                  hereunder whose validity  depends upon  amendments  subject to
                  approval  of holders of Shares  shall be null and void if such
                  approval is not obtained.

                  (b)      Amendment; Termination.

                           The  Trustees may amend,  suspend or terminate  these
                  Rules at any time and for any reason; provided,  however, that
                  any amendment which  increases the number of Shares  available
                  for issue by the Company under these Rules (except as provided
                  in Rule 7) shall be subject to the  approval of the holders of
                  Shares. Such shareholders'  approval shall not be required for
                  any other amendments of these Rules.


                  (c)      Effect of Amendment or Termination.

                           No Shares shall be issued under these Rules after the
                  termination  hereof,  except  pursuant  to an  Option  granted
                  before  termination.  Termination  or amendment of these Rules
                  shall not affect any Shares previously  acquired or any Option
                  previously granted under these Rules.

11.      Proper Law
<PAGE>

         These Rules and all Option  Agreements  entered  into  pursuant to them
         shall be governed by and construed in  accordance  with the laws of the
         Island of Jersey.

         These Rules have been amended by an Amendment No. 1 effective from 29th
         December,  1995, an Amendment No. 2 effective from 29th January,  1996,
         an Amendment No. 3 effective from 30th November, 1998, and an Amendment
         No. 4 effective from 2nd June 2000"





<PAGE>




SIGNED by the said
RICHARD JOHN PIROUET
in the presence of:-



SIGNED by the said
CLIVE AUBREY CHARLES CHAPLIN
in the presence of:-



SIGNED by the said
RONALD WILLIAM GREEN
in the presence of:-



SIGNED by the said
VICTOR ALOYSIUS HEBERT
in the presence of:-




<PAGE>