THIS AGREEMENT is made the First day of July 1990
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BETWEEN:

(1)    BERKELEY GOVETT & COMPANY LIMITED a company  incorporated in Jersey whose
       registered  office is situate at Templar House,  Don Street,  St. Helier,
       Jersey, Channel Islands (hereinafter called "the Company") and

(2)    IAN KENNETH  WHITEHEAD of 1 Vallence  Road,  London N22 4UD  (hereinafter
       called "the Employee").

NOW IT IS hereby agreed as follows:

1.     APPOINTMENT

       The Company  agrees to employ the Employee  initially as  Vice-President,
       Finance with effect from 1st  September  1990 and on or about 1st January
       1991 as Chief  Financial  Officer  of the  Company  on the  terms of this
       agreement.

2.     TERM

       This  Agreement  and  the  employment  shall  commence  on the 1st day of
       September 1990 and shall continue  (subject to termination as hereinafter
       mentioned) until:-

       (a)    the Company gives the Employee one year's written notice to expire
              at any time; or

       (b)    the Employee gives the Company six months written notice to expire
              at any time.

3.     DUTIES

       The Employee  agrees to perform the following  duties based in London and
       reporting solely to the Chairman of the Company:-

       a)     for the period from the commencement of this agreement until on or
              about 31st December 1990 the duties of  Vice-president  Finance of
              the Group,  with  overall  responsibility  along with
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              the Group's  existing Chief  Financial  Officer for the day to day
              financial operations of the Group; and

       b)     thereafter the duties of Chief Financial Officer of the Group with
              overall  responsibility for the day to day financial operations of
              the Group and implementation of the Group's financial policies and
              requirements  within the Group's  business  plan, and liasing with
              the Company's major investors in presenting the financial position
              of the Group.

The Employee  further  agrees that the Company at its discretion may require him
from time to time to perform other duties  consistent with his status beyond the
duties set out above and he agrees to perform  those duties or  undertake  those
tasks as if they were specifically required under this agreement.

4.     TIME and ATTENTION

       a)     The Employee  agrees to devote the whole of his time and attention
              and skills necessary to perform the duties of his office and shall
              faithfully  and  diligently  perform such duties and exercise such
              powers  as may from time to time be  assigned  to or vested in him
              and shall obey all reasonable and lawful  directions  given to him
              and shall use his best  endeavours to promote the interests of the
              Company.

       b)     The Employee  shall not during the  continuance  of his employment
              hereunder (except as a representative of the Company or any of its
              subsidiaries or with the consent in writing not to be unreasonably
              withheld of the Chairman of the Company) be directly or indirectly
              engaged or  concerned  in the  conduct of any other  business  nor
              shall he be directly or indirectly interested in any such business
              save  through  his  holding  or being  interested  in  investments
              (quoted or unquoted) not  representing  more than 5% of the issued
              equity share capital of any class of any one company.

5.     CONFIDENTIAL INFORMATION

       The Employee  shall not use,  divulge or communicate to any person (other
       than  those  whose  province  it is to know the  same)  any of the
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       trade secrets or  confidential  information of the Company or any company
       in the Group which he may have received or obtained  while in the service
       of the  Company  or any  member  of the  Group.  This  restriction  shall
       continue to apply after the  termination of his employment  without limit
       in point of time but shall  cease to apply to  information  or  knowledge
       which may come into the public domain otherwise than through unauthorised
       disclosure by the Employee.

6.     REMUNERATION

       The remuneration of the Employee shall be:

       a)     A fixed  salary  at the  rate  of  GBP100,000  per  annum  payable
              monthly on the 20th day of each month and the parties hereby agree
              that  the  said  salary  shall  be  inclusive  of any  other  sums
              receivable as directors' or advisers'  fees or other  remuneration
              from the  Company or any  company in the Group.  The amount of the
              said  salary  shall be reviewed  annually  by the  Chairman of the
              Company  at the time that the  remuneration  package  of the other
              senior  executives of the Group are reviewed  ("the review date"),
              any  adjustments  to be made to the  amount  of such  salary to be
              upwards only.

       b)     In addition, the Chairman of the Company shall consider each year,
              not  later  than  the  review   date,   taking  into  account  the
              performance of the Group and the contribution  made thereto by the
              Employee to the Group during the previous  twelve months,  whether
              additional  bonus  payments  should be made to the  Employee,  the
              amount of such  payments to be at the absolute  discretion  of the
              Chairman of the Company.


       c)     The Company  shall provide a motor car for the use of the Employee
              for the performance of his duties, such a car to be a Volvo Estate
              car (or a car of  equivalent  value) such motor car to be replaced
              every three years. The Company agrees to pay all the running costs
              of such vehicle  except for petrol for the  Employee's own use and
              the Employee agrees to take all reasonable care to keep the car in
              a  good  condition  and at the  end  of his  employment  hereunder
              (howsoever caused) to return the said vehicle forthwith.
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       d)     The Employee is entitled to be reimbursed for reasonable  business
              entertainment  and out of pocket expenses properly incurred by him
              in the  performance  of  his  duties  including  the  expenses  of
              travelling and  subsistence  and the Employee agrees to produce to
              the Chairman of the Company at his request reasonable  evidence of
              such expenses.

       e)     The Employee is eligible to participate in the Company's executive
              share option  scheme,  under which he has been granted  options to
              acquire  100,000  ordinary  shares  in the  Company  at a price of
              GBP 1.85 per  share,  such  options  becoming vested over a period
              of twenty one months as more particularly  described in the option
              certificates  relating  thereto.  The number of options granted to
              the  Employee  will be reviewed  (on an upward  basis only) on the
              review date each year with  additional  options  being  granted on
              terms to be agreed if the  Chairman  of the Company  considers  it
              appropriate.

       f)     The Employee shall be a member of the John Govett non-contributory
              company pension scheme during his employment hereunder.

       g)     The Company agrees to provide life insurance  cover of three times
              the Employee's  salary as defined in sub-clause (a) hereof but the
              Company's  obligation hereunder shall be satisfied if the Employee
              becomes  a  member  of  the  John  Govett  pension  plan  and  his
              membership includes such cover.

7.     DIRECTORSHIPS

       Unless  otherwise  agreed,  the  Employee  will not be a director  of the
       Company or any other company in the Group whilst employed hereunder.

8.     ILLNESS

       a)     In the  case  of  the  illness  of the  Employee  or  other  cause
              incapacitating  him from  attending to his duties (such illness or
              other  cause  being  hereinafter   called  "the  incapacity")  the

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              Employee  shall continue to be paid for such absence (such payment
              to be  inclusive of any  Statutory  Sick Pay to which the Employee
              may be  entitled)  for a period of six months.  At the end of such
              period the Company shall be entitled to terminate  the  Employee's
              employment forthwith,  but with payment in lieu of the notice that
              the Employee would otherwise be entitled to. It is understood that
              in any  event,  the  Employee  will be  covered  by the  Company's
              permanent health insurance scheme.

       b)     Provided  that  if  the  incapacity  shall  be  or  appear  to  be
              occasioned by actionable negligence of a third party in respect of
              which  damages  are or  may  be  recoverable  the  Employee  shall
              forthwith  notify  the  Board  of  that  fact  and of  any  claim,
              compromise,  settlement or judgement made or awarded in connection
              therewith and shall give to the Board all such particulars of such
              matters  as the  Board  may  reasonably  require  and  shall if so
              required by the Board  refund to the Company  such damages (so far
              as those damages  relate to the loss of earnings for the period of
              the  incapacity)  as the Board may  reasonably  determine  but not
              exceeding the amount of damages or  compensation  recovered by him
              under such claim,  compromise,  settlement  or judgement  less any
              costs in or in  connection  with or under such claim,  compromise,
              settlement  or judgement  borne by the Employee and not  exceeding
              the aggregate of the remuneration  paid to him by way of salary in
              respect of the period of the incapacity.

9.     SUMMARY TERMINATION

       The  employment  of  the  Employee  hereunder  may be  terminated  by the
       Company,  acting through its Chairman,  without notice if the Employee is
       guilty of any gross default or misconduct in connection with or affecting
       the business of the Company or any company in the Group,  in the event of
       any serious or repeated breach or non-observance (after the giving of due
       warning) by the Employee of any of the stipulations herein contained,  if
       the Employee becomes bankrupt or makes any composition or enters into any
       Deed of arrangement  with his creditors,  if the Employee is convicted of
       any  arrestable  criminal  offences  or  suffers  a term of  imprisonment

<PAGE>

       following   conviction   (other  than  an  offence   under  road  traffic
       legislation  in the  United  Kingdom  or  elsewhere  for  which a fine or
       non-custodial  penalty is imposed),  if the Employee is disqualified from
       holding office under the Company Director's Disqualification Act 1986, or
       if the Employee is unable to satisfy any  applicable  requirement  of any
       regulatory  authority to which the Company or any company in the Group is
       subject  which is  required  for the  Employee to enable him to carry out
       substantially the whole of his duties hereunder.

10.    DUTIES ON TERMINATION

       Upon the termination howsoever caused of this Agreement the Employee:

       a)     if at that time the  Employee  is a  Director  or  officer  of the
              Company  or any  other  company  in the  Group he  shall  upon the
              request of the Company resign without claim for compensation  from
              all such offices held by him in any associated companies as may be
              so  requested  and in the event of his failure to do so  forthwith
              upon  request  the  Company is hereby  irrevocably  authorised  to
              appoint  some  person  in his name and on his  behalf  to sign and
              deliver such  resignation  or  resignations  to the Company and to
              each of the companies in the Group of which the Employee is at the
              material time a director or other officer;

       b)     shall  deliver to the Company all  correspondence,  documents  and
              other  papers and all other  property  belonging to the Company or
              any company in the Group which may be in the Employee's possession
              or under his control  which  relate in any way to the  business or
              affairs  of the  Company  or any  company  in the  Group or of any
              customer  or client of the Company or any company in the Group and
              the  Employee  shall not  without  the prior  consent of the Board
              retain any copies thereof;

       c)     without  the  consent  of  the  Company  shall  not  at  any  time
              thereafter  represent  himself  still  to be  connected  with  the
              Company or any company in the Group.
<PAGE>

11.    RECONSTRUCTION OR AMALGAMATION

       If  during  the  continuance  of this  Agreement  the  employment  of the
       Employee  hereunder is  terminated  by reason of the  liquidation  of the
       Company for the purpose of a scheme of reconstruction or amalgamation and
       the  Employee  is offered  employment  with any  concern  or  undertaking
       resulting  from  such  reconstruction  or  amalgamation  on terms no less
       favourable  than under this  agreement  then the  Employee  shall have no
       claim against the Company in respect of the termination of his employment
       hereunder by reason or such liquidation.

12.    CHOICE OF LAW

       This agreement  shall be interpreted  and enforced in accordance with the
       laws of England and the parties submit to the non-exclusive  jurisdiction
       of the English Courts.  The Company hereby appoints John Govett & Company
       Limited  at its  registered  office  for the time  being as its  agent to
       accept service of any process in relation to this Agreement.

13.    NOTICES

       NOTICES  by either  party  must be given by  letter  or by telex  message
       (confirmed by letter) addressed to the other party at (in the case of the
       Company) its registered office for the time being and (in the case of the
       Employee)  his last known  address and any such notice given by letter or
       telex message shall be deemed to have been given at the time at which the
       letter or telex message would be delivered in the ordinary course of post
       or transmission as the case may be.

14.    PARTICULARS OF EMPLOYMENT

       The following  additional  particulars  are given in compliance  with the
       Employment Protection (Consolidation) Act 1978 (as amended):

       a)     No period of previous  employment  counts  towards the  Employee's
              continuous employment which will commence on 1st September 1990;
<PAGE>

       b)     Save as otherwise provided herein there are no terms or conditions
              of employment  relating to out of work or to normal  working hours
              or to  entitlement  to  holidays  beyond  25  working  days a year
              (provided that the last five days of such entitlement shall not be
              taken  consecutively) (plus public holidays) or holiday pay (other
              than that in the year the Employee's employment terminates he will
              have a right to  holiday  pay for an amount  proportionate  to the
              amount of the year  elapsed in respect  of  accrued  holidays  not
              taken) or to incapacity to work due to sickness or injury (save as
              a member of the Company's permanent health insurance scheme) or to
              pensions or pension schemes;

       c)     Because of the seniority of the  Employee's  position  where there
              are no formal  disciplinary  rules set out for the Employee but he
              is  expected  to  exhibit  a high  standard  propriety  in all his
              dealings  with and in the name of the  Company  and any company in
              the Group;

       d)     Because  of the  seniority  of  the  Employee's  position,  if the
              Employee is dissatisfied  with any disciplinary  decision or if he
              has any grievance  relating to his employment  hereunder he should
              refer such  disciplinary  decision or grievance to the Chairman of
              the Company and the reference will be dealt with by him;

       e)     a  contracting  out  certificate  is in  force in  respect  of the
              pension scheme referred to in Clause 6(f) hereof.

15.    DEFINITIONS

       In this  Agreement  unless a context  otherwise  requires  the  following
       expressions shall have the following meanings:

       "associated company"   means  a   subsidiary  and   any   other   company
                              which is for the time being a holding  company (as
                              defined by Section 736 of the  Companies Act 1985)
                              of the Company or another  subsidiary  of any such
                              holding company;
<PAGE>

        "the Group"           shall   mean  the   Company   together   with  its
                              associated and subsidiary  companies in the United
                              Kingdom and elsewhere in the world;

        "the Board"           means the Board of Directors for the time being of
                              the Company;

        "subsidiary"          means a  subsidiary  (as defined by Section 736 of
                              the  Companies Act 1985) for the time being of the
                              Company.

AS WITNESS  whereof the parties or their duly  authorised  representatives  have
hereunto put their hands the day and year first above written.


Signed by                                   )        /s/  Arthur I. Trueger
for and on behalf of                        )        Executive Chairman
BERKELEY GOVETT & COMPANY                   )
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LIMITED in the presence of:-                )        /s/  Kathilee L. Fong
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Signed by IAN KENNETH WHITEHEAD             )        /s/  Ian K. Whitehead
          ---------------------
In the presence of:-                        )        /s/  Andrew J. Dunlop