Dated this 22nd August 1996








                                      Deed


                                     between


                              RICHARD JOHN PIROUET


                                       and


                          CLIVE AUBREY CHARLES CHAPLIN


                                       and


                              RONALD WILLIAM GREEN
                              as Additional Trustee



                              Ogier & Le Masurier
                             Advocates & Solicitors
                                     Jersey
<PAGE>

THIS DEED is made the 22nd day of August 1996


BETWEEN


(1)  RICHARD JOHN  PIROUET of Le Gallais  Chambers,  54 Bath Street,  St Hefier,
     Jersey and CLIVE AUBREY CHARLES CHAPLIN of Pirouet House,  Union Street, St
     Helier, Jersey (the "Trustees"); and


(3)  RONALD  WILLIAM GREEN of Minden House,  6 Minden Place,  St Helier,  Jersey
     (the "Additional Trustee").



SUPPLEMENTAL TO:


(1)  A  settlement  of trust  dated 6 February  1990 and made  between  Berkeley
     Govett & Company  Limited  and 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  Stanley  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


 WHEREAS:

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


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


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


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


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



 NOW THIS DEED WITNESSETH as follows:-


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


2.   THE Additional Trustee hereby accepts such appointment.


<PAGE>


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



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


SIGNED by the said
RICHARD JOHN PIROUET
/s/ R. Pirouet


in the presence of:




SIGNED by the said
CLIVE AUBREY CHARLES CHAPLIN
/s/ C. Chaplin

in the presence of:





SIGNED  by the said
RONALD WILLIAM GREEN
/s/ R. Green


in the presence of:-