THIS DEED is made the 11th day of December 2001

BETWEEN

(1)   BERKELEY  INTERNATIONAL CAPITAL LIMITED a company incorporated in Guernsey
      and whose  registered  office is Coutts House,  Le Truchot,  St Peter Port
      Guernsey (formerly "BG Services Limited") (the "Settlor"); and

(2)   A.L.O.T TRUSTEE LIMITED a company  incorporated in Jersey whose registered
      office is at Whiteley  Chambers,  Don Street, St Helier,  Jersey,  JE4 9WG
      (the "Trustee").

SUPPLEMENTAL  to a settlement  made between the Settlor and the Trustee dated 23
May 1997 (the "Settlement").

WHEREAS:

(A)   The Trustee is the present Trustee of the Settlement.

(B)   By clause 22.1 of the  Settlement  the Settlor has power from time to time
      during the Trust  Period  with the  written  consent of the Trustee and by
      instrument or  instruments  in writing to revoke alter or amend all or any
      of the trust powers or provisions of the Settlement.

(C)   The Settlor is desirous of exercising  the power referred to in B above in
      such manner as hereinafter appears.

(D)   The Trustee has  consented to the exercise of the  Settlor's  power as set
      out in B above  and has  evidenced  such  consent  by  signing  as a party
      hereto.

(E)   Clause  22.3  of the  Settlement  permits  amendments  to  the  Settlement
      providing  the Trust Fund cannot be used other than for the benefit of the
      Beneficiaries or a subsidiary of the Company.

(F)   Due to an increase  in the value of the Shares in the Company  held by the
      Trustee on behalf of the  Settlement,  in the  exercise of its power under
      the  Settlement  the  Trustee  after  repayment  to  the  Settlor  of  US$
      1,778,012.50  outstanding  under a loan from the

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      Settlor, is desirous of appointing the sum of US$ 1,000,000 to the Settlor
      (which is a subsidiary of the Company) in consideration  for the covenants
      and  indemnity  below  and  on the  basis  the  Settlor  shall  in  future
      contribute additional funds to the Settlement.

(G)   Where the context  permits  words and phrases used herein  should bear the
      same meaning as in the Settlement.


NOW THIS DEED WITNESSETH as follows:-

1.    That in  exercise  of the power  conferred  upon it by clause  22.1 of the
      Settlement  the Settlor  with the consent of the Trustee  HEREBY  DECLARES
      that the  Settlement  should  henceforth  be read and  construed as if the
      provisions  specified in the Schedule  hereto were expressly  incorporated
      into the Settlement.

2.    That pursuant to Clause 27 of the  Settlement  (incorporated  by virtue of
      Clause 1 above) the Trustee hereby  appoints out of the Trust Fund the sum
      of US$ 1,000,000 absolutely to the Settlor.

3.    Pursuant  to the  appointment  at  Clause  2  above,  the  Settlor  hereby
      releases,  covenants  and  undertakes  on the  behalf  of  itself  and its
      Successors to indemnify keep indemnified and hold harmless the Trustee its
      Successors  Assigns and  Officers  Employees  and their  respective  heirs
      assigns personal  representatives and estates from and against all actions
      claims cost demands loss damage or other  liability of any kind whatsoever
      and  wheresoever  arising  directly or indirectly  out of or in connection
      with such appointment.

4.    The indemnity  referred at Clause 3 above shall be governed by the laws of
      Jersey and the Settlor  hereby  irrevocably  submits to the non  exclusive
      jurisdiction of the courts of Jersey.

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IN WITNESS  WHEREOF this Deed has been  executed by the parties the day and year
first above written.

THE SCHEDULE

1.    Clause 2.1 of the  Settlement  shall be deleted  in its  entirety  and the
      following  new clause 2.1  substituted  in its place:-

      "the Trustee  shall  during the Trust Period stand  possessed of the Trust
      Fund upon the trusts hereof for all or any one or more  exclusively of the
      Beneficiaries  and subject to such power and provisions as the Trustee may
      in its  absolute  discretion  during  the  Trust  Period  by deed or deeds
      revocable or irrevocable  appoint PROVIDED ALWAYS that no exercise of this
      power shall invalidate any prior payment or application of all or any part
      or parts of the  capital  or income of the Trust Fund made under any other
      power or powers conferred by this Settlement or by law."

2.    The following clause be added as a new Clause 27 to the Settlement and the
      existing  Clauses 27 and 28 be  renumbered 28 and 29  respectively:-

      "The  Trustee  shall  during the Trust  Period have power to appoint as it
      shall in its absolute discretion think fit all or any part or parts of the
      capital or income of the Trust Fund to a  subsidiary  of the  Company  (as
      defined  in  Article 2 of the  Companies  (Jersey)  Law 1991 as  amended),
      including the Settlor."


The COMMON SEAL of     )
BERKELEY INTERNATIONAL
CAPITAL LIMITED        )
was hereunto affixed in the presence of:-

/s/ R W GREEN
Director

For LONDON PACIFIC SECRETARIES LIMITED
/s/ R W GREEN
Secretary


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The COMMON SEAL of      )
A.L.O.T TRUSTEE LIMITED )
was hereunto affixed in the presence of:-

/s/ C A C CHAPLIN
Director

/s/ R W GREEN
Director