Dated the 18th day of March 1994











                                   INSTRUMENT



                                     Between



                           JOHN GERALD PATRICK WHEELER

                                       and


                            IAN WALTER STANLEY STRANG


                                       and


                              RICHARD JOHN PIROUET





                               Michael Voisin & Co
                             Advocates & Solicitors
                           P.O. Box 31, Templar House,
                         Don Road, St. Heliers Jersey C.I.
<PAGE>

THIS INSTRUMENT OF RETIREMENT AND APPOINTMENT is made the 18th  day of
March 1994

BETWEEN JOHN GERALD PATRICK  WHEELER of P. O. Box 31,  Templar House,  Don Road,
St.  Helier,  Jersey (the  "Retiring  Trustee")  of the first  part,  IAN WALTER
STANLEY  STRANG of P. O. Box 31  aforesaid  (" the  Continuing  Trustee") of the
second part AND RICHARD JOHN PIROUET of Le Gallais Chambers, 54 Bath Street, St.
Helier,  Jersey (the "New  Trustee") of the third part

WHEREAS:-

A.   This Deed is supplemental to:
     (i)  a settlement  dated the  Sixteenth  day of February One thousand  nine
          hundred and ninety and known as the Berkeley  Govett & Company Limited
          1990 Employee Share Option Trust.
     (ii) a Deed dated Fourteenth April One thousand nine hundred and ninety-two
          made by John Gerald  Patrick  Wheeler and Ian Walter Stanley Strang ("
          the Original Trustees") resolving to change the name of the Settlement
          to THE GOVETT & COMPANY 1990 EMPLOYEE SHARE OPTION TRUST.

B.   Pursuant to Clause 6 of the Settlement the power to appoint a new trustee
     of the Settlement is vested in the Trustees.

C.   The Retiring Trustee is presently joint Trustee of the Settlement.

D.   The Retiring Trustee wishes to be discharged from the trusts of the
     Settlement upon being indemnified as follows and the Original Trustees wish
     to appoint the New Trustee to be joint trustee of the Settlement in place
     of the Retiring Trustee.

E.   The property at present subject to the trusts of the Settlement (" the
     Trust Property")is specified in the Schedule hereto and it is intended that
     as soon as may be after the execution of this Instrument the Trust Property
     shall be transferred into the names of or under the control of the New
     Trustee and the Continuing 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.   In  exercise of the  aforesaid  power and of every and any other power them
     enabling the Original  Trustees  HEREBY APPOINT the New Trustee to be joint
     trustee of the  Settlement  in place of the  Retiring  Trustee  and the New
     Trustee accepts such appointment.
<PAGE>

                                       -2-


3.   The Retiring Trustee hereby retires from the trusts of the Settlement and
     is hereby discharged from the same.

4.   It is HEREBY AGREED AND DECLARED that such appointment and retirement shall
     take immediate effect and that the Trust Property shall immediately vest in
     the New Trustee and the Continuing Trustee.

5.   The  Continuing  Trustee  and the New  Trustee  HEREBY  COVENANT  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
     interest 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 exceed to any liabilities of
          the Retiring Trustee arising from any fraud, wilful neglect or default
          or gross negligence on the part 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.

6.   The Retiring Trustee shall notify the New 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 payment

<PAGE>

     in respect thereof, nor enter into any correspondence or negotiationsin
     respect thereof, nor incur any legal expenses in connect ion therewith
     without the prior written consent of the New Trustee which shall be
     entitled, if he so desires, to take over and conduct the defense of any
     such actions as aforesaid.


7.   This Deed shall be governed by and construed in accordance with the laws of
     Jersey, Channel Islands, and the parties agree to submit to the
     non-exclusive jurisdiction in the Courts of Jersey, Channel Islands in
     connection therewith.



IN WITNESS WHEREOF the parties have hereunto entered into this Instrument the
day and year first above written.

                                  THE SCHEDULE

            12,852,502 Ordinary 5c Shares in Govett & Company Limited








SIGNED BY the said JOHN GERALD PATRICK WHEELER
/s/ J. Wheeler

in the presence of:





SIGNED BY the said IAN WALTER STANLEY STRANG
/s/ I. Strang

in the presence of:






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

in the Presence of:-