Dated this 31st May 2000




                                      Deed



                                     between


                              RICHARD JOHN PIROUET


                                       and


                          CLIVE AUBREY CHARLES CHAPLIN


                                       and


                              RONALD WILLIAM GREEN


                                       and


                             VICTOR ALOYSIUS HEBERT



                                       and


                                CHRISTOPHER BYRNE




<PAGE>


THIS DEED is made the 31st day of May 2000

BETWEEN

1.       RICHARD  JOHN PIROUET of La Colline,  Le Mont  Cambrai,  St.  Lawrence,
         Jersey, (the "Retiring Trustee")

2.       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 (the  "Continuing
         Trustees" and, together with the Retiring Trustee, the "Trustees"); and

3.       CHRISTOPHER BYRNE of Whiteley Chambers,  Don Street, St Helier,  Jersey
         (the "Additional Trustee").



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.
<PAGE>

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.

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.

12.      A Deed dated 31st May 2000 between the  Trustees  amending the Rules of
         the Settlement with effect from 2nd June 2000.

WHEREAS:-

A.       The  Retiring  Trustee  and the  Continuing  Trustees  are the  present
         trustees of the Settlement.
<PAGE>

B.       Pursuant to Clause 6 of the Settlement  the Retiring  Trustee wishes to
         resign as a trustee of the settlement with effect from 1st June 2000.

C.       The Retiring  Trustee  wishes to be  discharged  from the trusts of the
         Settlement upon being indemnified as follows.

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

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

F.       The property,  at present subject to the trusts of the  Settlement,  is
         specified in the schedule hereto and it is intended that as soon as may
         be  after  the  execution  of this  Deed  the  said  property  shall be
         transferred  into the names of or under the  control of the  Continuing
         Trustees and the Additional Trustee.


NOW THIS DEED WITNESSETH as follows:-

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

2.       The Retiring  Trustee hereby resigns the  Trusteeship of the Settlement
         with effect from 1st June 2000.

3.       The Retiring  Trustee  hereby retires from the trusts of the Settlement
         with effect from 1st June 2000 and is hereby discharged from the same.

4.       In  exercise  of the  power  conferred  upon  them by  clause  6 of the
         Settlement the Trustees  hereby appoint the Additional  Trustee to be a
         new Trustee of the Settlement with effect from 1st June 2000.

5.       The new Trustee hereby accepts such appointment.
<PAGE>

6.       It is hereby agreed and declared that such  appointment  and retirement
         shall take effect from 1 June 2000 and that the property now subject to
         the Settlement,  and all rights,  powers,  interest and entitlements of
         the Retiring  Trustee arising under the Settlement,  shall  immediately
         vest in the Continuing Trustees and the Additional Trustee.

7.       The Continuing  Trustees and the Additional Trustee hereby consent with
         the  Retiring  Trustee  at all  times  hereafter  to keep the  Retiring
         Trustee fully and effectually indemnified and held harmless against all
         actions,  proceedings,  accounts,  claims  and  demands  (and costs and
         expenses in connection  therewith) which may be brought or made against
         the Retiring Trustee whether by any Beneficiary of the Settlement,  any
         other party interested under the Settlement or any third party, arising
         out of any act or omission of the Retiring  Trustee in connection  with
         the  trusts  of the  Settlement  or in any other  way  relating  to the
         Settlement  or to the  assets  comprised  therein  from  time  to  time
         including any taxes,  duties or other fiscal liabilities payable in any
         part of the world on, or in, respect of the assets comprising the Trust
         Fund and  whether  in respect  of a period or event  falling  wholly or
         partly  prior  to the  date  hereof  and  whether  the  same  shall  be
         enforceable in law against the Retiring  Trustee or not PROVIDED ALWAYS
         THAT:-

         i.       the  indemnity  herein  contained  shall  not  extend  to  any
                  liabilities  of the Retiring  Trustee  arising from any fraud,
                  wilful neglect or default or gross  negligence on the party of
                  the Retiring Trustee;

         ii.      the  Retiring  Trustee  shall  only  be able  to  enforce  the
                  indemnity  herein  given  against  the  assets  (or the  value
                  produced by a subsequent disposition thereof) contained in the
                  Trust Fund at the time a claim is made hereunder.

8.       The  Retiring  Trustee  shall  notify the  Continuing  Trustees and the
         Additional  Trustee of any actions,  proceedings,  accounts,  claims or
         demands which may be brought, or made against,  the Retiring Trustee in
         respect of which the  Retiring  Trustee may be entitled to an indemnity
         hereunder as soon as possible  after becoming aware of any such actions
         as  aforesaid  and the  Retiring  Trustee  shall make no  admission  of
         liability  of any sort nor give any  undertaking,  offer or  promise in
         respect thereof,  nor make any payments in respect  thereof,  nor enter
         into any  correspondence or negotiations in respect thereof,  nor incur
         any legal  expenses in connection  therewith  without the prior
<PAGE>

         written consent of the Continuing  Trustees and the Additional  Trustee
         which shall be  entitled,  if they so desire,  to take over and conduct
         the defence of any such actions as aforesaid.

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

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

                                  THE SCHEDULE

         12,078,381 Ordinary 5c Shares in London Pacific Group Limited.




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:-



SIGNED by the said
CHRISTOPHER BYRNE
in the presence of:-