Dated THE 3RD DAY OF MARCH 1995








                                   INSTRUMENT



                                     Between




                            IAN WALTER STANLEY STRANG

                                       and



                              RICHARD JOHN PIROUET


                                       and



                          CLIVE AUBREY CHARLES CHAPLIN





                               Michael Voisin & Co
                             Advocates & Solicitors
                           P.0. Box 31 . Templar House
                       Don Road, St. Helier, Jersey, C.I.


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THIS INSTRUMENT OF RETIREMENT is made the 3rd day of March 1995

BETWEEN IAN WALTER STANLEY STRANG of P. O. Box 31, Templar House,  Don Road, St.
Helier,  Jersey (the "Retiring Trustee") of the first part, RICHARD JOHN PIROUET
of Le Gallais  Chambers,  54 Bath Street,  St.  Helier,  Jersey and CLIVE AUBREY
CHARLES CHAPLIN (" the Continuing Trustees") of the second 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.

     (iii)an  Instrument  dated the  Eighteenth  day of March One thousand  nine
          hundred and  ninety-four  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.

     (iv) an Instrument dated the  Twenty-seventh  day of September One thousand
          nine  hundred  and  ninety-four  between  Ian Walter  Stanley  Strang,
          Richard John Pirouet and Clive Aubrey  Charles  Chaplin  whereby Clive
          Aubrey Charles Chaplin was appointed as a new Trustee.

B.   Pursuant  to Clause 6 of the  Settlement  the  Retiring  Trustee  wishes to
     resign as a Trustee of the Settlement.

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

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

E.   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  Instrument  the  said  property  shall  be
     transferred  into the  names  of or under  the  control  of the  Continuing
     Trustees.


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                                       -2-


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.

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 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.

5.   The Continuing  Trustees 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  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 part of the  Retiring  Trustee;
     (ii) the Retiring  Trustee shall only 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.


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                                       -3-


5.   The Retiring  Trustee shall notify the Continuing  Trustees 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 in respect  thereof,  nor
     enter into any correspondence or negotiations in respect thereof, nor incur
     any legal  expenses  in  connection  therewith  without  the prior  written
     consent of the  Continuing  Trustees  which shall be  entitled,  if they so
     desire,  to take  over and  conduct  the  defence  of any such  actions  as
     aforesaid.

4.   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


            13,730,707 Ordinary 5c Shares in Govett & Company Limited



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:


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                                       -4-




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

in the presence of: