EXHIBIT 1.1

                         THE COMPANIES ACTS 1948 TO 1989

                    ----------------------------------------

                        PUBLIC COMPANY LIMITED BY SHARES
                    ----------------------------------------


                            MEMORANDUM OF ASSOCIATION

                        (As modified by Resolution of the
                       Directors passed 19th January 1982
                      and pursuant to a Special Resolution
                     passed on 23 October 1997 and Ordinary
            Resolutions passed on 1 March 2000 and 4 September 2000)

                                     - and -

                                       NEW

                             ARTICLES OF ASSOCIATION

                    (Adopted by Special Resolution passed on
            23 October 1997 and taking effect on 15 December 1997 as
             modified by Special Resolution passed on 13 June 2000)

                                     - of -

                        CORDIANT COMMUNICATIONS GROUP plc

                     Incorporated the 11th day of July, 1977


                                   No. 1320869
<PAGE>


                         THE COMPANIES ACTS 1948 to 1989

                    ----------------------------------------

                        PUBLIC COMPANY LIMITED BY SHARES
                    ----------------------------------------


                            MEMORANDUM OF ASSOCIATION

                        (As modified by Resolution of the
                       Directors passed 19th January 1982
                      and pursuant to a Special Resolution
                     passed on 23 October 1997 and Ordinary
            Resolutions passed on 1 March 2000 and 4 September 2000)

                                      -of-

                        CORDIANT COMMUNICATIONS GROUP plc




*1   The name of the Company is "ANTHOLIN NO.SIX LIMITED".

2   The Company is to be a public company.

3    The registered office of the Company will be situate in England.

4    The Company is established for the following objects:-

     (1)  To carry on the  business  of a  holding  company  and to  acquire  by
          purchase  exchange  subscription or otherwise and to hold the whole or
          any part of the shares,  stock,  debenture stock,  loan stock,  bonds,
          obligations,   securities,   property,  rights,  privileges  or  other
          interests  of or in any  company,  corporation,  firm  or  undertaking
          carrying on business of any kind  whatsoever  in any part of the world
          and to enter into,  assist or  participate  in financial,  commercial,
          mercantile,  industrial  and  other  transactions,   undertakings  and
          businesses of every  description  and to carry on,  develop and extend
          the same or sell,  dispose of or  otherwise  turn the same to account,
          and to  manage,  conduct,  supervise,  control,  and  co-ordinate  the
          activities,   businesses,   operations  or  affairs  of  any  company,
          corporation  or firm in  which  the  Company  is for  the  time  being
          interested and to  co-ordinate  the policy and  administration  of any
          companies  of which the Company is a member or which are

________________________________________

     *    On 26 September 1977, the name of the Company was changed to SAATCHI &
          SAATCHI COMPANY LIMITED

          On 22 February  1982, the name of the Company was changed to SAATCHI &
          SAATCHI COMPANY PLC

          On 16 March 1995, the name of the Company was changed to CORDIANT plc

          On 15 December  1997,  the name of the Company was changed to CORDIANT
          COMMUNICATIONS GROUP plc
<PAGE>
          in any  manner  controlled  by or  connected  or  associated  with the
          Company.

     (2)  To carry on the business or  businesses  of  advertising  consultants,
          agents and contractors,  general  illustrators,  publicity,  press and
          literary  agents,   marketing,   market  research  and   merchandising
          consultants,    public    relations    consultants,    designers   and
          photographers,   printers,  publishers,   engravers,  book  and  print
          sellers,  book binders,  art  journalists,  proprietors of newspapers,
          magazines  and   periodicals  of  any  and  every  kind,   newsagents,
          journalists,  stationers and to carry on the business or businesses of
          manufacturers,  distributors  of and  dealers in  engravings,  prints,
          pictures,  drawings, films, cartoons and written,  engraved,  painted,
          printed  productions and reproductions of any and every kind; to carry
          on  all or any of the  businesses  of  producers,  promoters,  makers,
          distributors,   exhibitors,   agents  and   contractors   of  and  for
          television,  radio,  film,  cinematographic,  theatrical  and  musical
          productions  of any and every kind; to buy, sell,  hire,  manufacture,
          repair, let on hire, alter, improve,  treat and deal in all apparatus,
          machines,  materials  and  articles  of all kinds which are capable of
          being used for the purposes of the above  mentioned  businesses or any
          of them or likely to be used by the customers of any such business.

     (3)  To purchase,  hold, take on lease or in exchange, or otherwise acquire
          and deal in, sell, exchange, let on lease and otherwise dispose of any
          real and personal property of whatever nature and to undertake,  carry
          on, transact and execute all kinds of financial,  commercial, trading,
          trust and agency business  operations and all or any of the businesses
          of general merchants, importers, exporters, manufacturers and dealers,
          both   wholesale  and  retail  of  and  in  any  article  of  commerce
          whatsoever.

     (4)  To carry on any business,  whether subsidiary or not, which may appear
          to the Company likely to be carried on conveniently or  advantageously
          in conjunction with any of the businesses aforesaid or which is likely
          to be profitable  to the Company or calculated  directly or indirectly
          to enhance the value of any of the  property,  rights or assets of the
          Company.

     (5)  To construct,  erect,  maintain,  alter, repair, replace or remove any
          building, works, offices, erections,  structures,  plant, machinery or
          equipment as may seem  desirable  for any of the  businesses or in the
          interests of the Company.

     (6)  To apply for or otherwise  acquire any patents,  patent rights,  trade
          marks, names, copyrights, licences, privileges or secret processes for
          or in any way relating to all or any of the objects of the Company and
          to grant licences for the use of the same.

     (7)  To purchase,  take on lease or in exchange, hire or otherwise acquire,
          develop,  hold and  manage  for any  estate  or  interest  any real or
          personal  property and any rights or privileges  which the Company may
          think  necessary,  suitable or  convenient  for the  purposes of or in
          connection with its business or any branch or department thereof.

     (8)  To purchase or otherwise  acquire and undertake all or any part of the
          business, property, assets, liabilities and transactions of any person
          or company carrying on any business which the Company is authorised to
          carry on or which can be carried on in conjunction  therewith or which
          are capable of being conducted  directly or indirectly for the benefit
          of the Company.


                                       2
<PAGE>

     (9)  To pay for any  property,  assets or rights  acquired  by the  Company
          either in cash or by the issue of fully or partly  paid  shares of the
          Company with or without any preferred or special  rights or privileges
          or by the  issue of  debentures,  bonds or  other  securities  with or
          without  special rights or privileges or partly in one mode and partly
          in another and generally on such terms as the Company may determine.

     (10) To work, improve, manage, develop, lease, let on hire, grant licences,
          easements and other rights in or over and to mortgage, charge, pledge,
          turn  to  account  or  otherwise  deal  with  all or any  part  of the
          property, rights or assets of the Company and to develop the resources
          of any  property  for the time being  belonging to the Company in such
          manner as the Company may think fit.

     (11) To sell,  dispose of or otherwise  deal with the  property,  business,
          undertaking  or assets of the  Company  or any part  thereof  for such
          consideration  as the  Company  may  think fit and in  particular  for
          shares,  debentures or securities of any other company, and to take or
          hold mortgages, liens or charges to secure the payment of the purchase
          price or any unpaid  balance of the purchase  price of any part of the
          property of the Company of whatsoever kind sold by the Company.

     (12) To enter into partnership or amalgamate with any person or company for
          the  purpose of carrying on any  business  or  transaction  within the
          objects  of the  Company  and  to  enter  into  such  arrangement  for
          co-operation,  sharing  profits,  losses,  mutual  assistance or other
          working arrangements, as may seem desirable.

     (13) To enter  into any  arrangements  with any  Government  or  Authority,
          supreme,  municipal, local or otherwise that may seem conducive to the
          objects of the Company or any of them,  and to apply for,  promote and
          obtain  any  statute,  order,  regulation,  contract,  decree,  right,
          privilege,  concession,  licence or authorisation of any Government or
          Authority or department  thereof for enabling the Company to carry any
          of its objects into effect or for  extending  any of the powers of the
          Company or for effecting any  modification of the  constitution of the
          Company or for any other purpose which may seem expedient and to carry
          out, exercise and comply with the same.

     (14) To borrow or raise  money in such  amounts  and  manner  and upon such
          terms as the Company  shall think fit and when  thought  desirable  to
          execute and issue  security of such kind,  subject to such  conditions
          for such  amount,  and  payable  in such  place and manner and to such
          person or company as the Company shall think fit.

     (15) To mortgage and charge the  undertaking  and all or any of the real or
          personal  property and assets  present or future and all or any of the
          uncalled  capital for the time being of the  Company,  and to issue as
          primary or  collateral  or other  security at par or at a premium or a
          discount  and for such  consideration  and with  and  subject  to such
          rights,  powers,  privileges  and  conditions  as may be thought  fit,
          debentures,  debenture stock, mortgages,  charges or other securities,
          either  permanent or  redeemable  or  repayable  and  collaterally  or
          further to secure  any  securities  of the  Company by a Trust Deed or
          other assurance.

     (16) To give credit to or to become  surety or guarantor  for any person or
          company,  and to give all  descriptions  of guarantees and indemnities
          and either with or without the Company  receiving any consideration to
          guarantee or otherwise secure (with or without a mortgage or charge on
          all or any part of the undertaking,  property and


                                       3

<PAGE>
          assets,  present and future, and the uncalled capital of the Company),
          the  performance of the  obligations and the payment of the capital or
          principal  of  and  dividends  or  interest  on  any  stock,   shares,
          debentures,  debenture stock,  notes, bonds or other securities of any
          person,  authority (whether supreme, local, municipal or otherwise) or
          company,  including  (without  prejudice  to  the  generality  of  the
          foregoing)  any  company  which is for the time  being  the  Company's
          holding company as defined by Section 154 of the Companies Act 1948 or
          any  statutory   modification  or  re-enactment   thereof  or  another
          subsidiary  as defined by the said  section of the  Company's  holding
          company or a subsidiary  of the Company or otherwise  associated  with
          the Company in business.

     (17) To invest  and deal with the  moneys of the  Company  not  immediately
          required for the purpose of its  business in or upon such  investments
          or securities  and in such manner and upon such terms as may from time
          to time be determined.

     (18) To advance,  deposit or lend money, securities and property to or with
          such persons or companies  and on such terms with or without  security
          upon such property,  rights and assets as may seem  expedient,  and to
          undertake  the  provision of hire purchase and credit sale finance and
          to act as factors.

     (19) To make,  draw,  accept,  endorse,  discount and  negotiate,  issue or
          execute bills of exchange, promissory notes, bills of lading, warrants
          and other negotiable, transferable or mercantile instrument.

     (20) To pay  commissions  to and  remunerate  any  person  or  company  for
          services  rendered in placing or  assisting to place any of the shares
          in the capital of the Company or any  debentures or other  security of
          the Company or in or about the  formation  or promotion of the Company
          or the  conduct of its  business,  whether  by cash  payment or by the
          allotment of shares or securities of the Company,  credited as paid up
          in full or in part or otherwise as may seem expedient.

     (21) To make  donations to such persons or companies  and in such cases and
          either of cash or other  assets as the Company  may think  directly or
          indirectly conducive to any of its objects or otherwise expedient.

     (22) To adopt such  means for making  known any  services  provided  by the
          Company  and  keeping  the same  before  the  public  as may be deemed
          expedient and in particular to employ advertising and public relations
          techniques of all kinds.

     (23) To vest any real or personal property,  rights or interest acquired by
          or  belonging to the Company in any person or company on behalf or for
          the  benefit of the  Company  with or without  any  declared  trust in
          favour of the Company.

     (24) To  distribute  amongst  the  members  in specie any  property  of the
          Company  or any  proceeds  of sale,  disposal  or  realisation  of any
          property  of the Company but so that no  distribution  amounting  to a
          reduction of capital be made except with the sanction (if any) for the
          time being required by law.

     (25) To establish  or promote any company for the purpose of acquiring  all
          or any of the assets and  liabilities  of the Company or for any other
          purpose which may seem  directly or  indirectly  calculated to benefit
          the Company or furthering any of the objects of the Company.


                                       4
<PAGE>
     (26) To  insure  the life of any  person  who may,  in the  opinion  of the
          Company,  be of value to the  Company  as  having or  holding  for the
          Company interest,  goodwill, influence or other assets, and to pay the
          premiums on such insurance.

     (27) To support or subscribe  to any  charitable  or public  object and any
          institution,  society  or club  which  may be for the  benefit  of the
          Company or its  Directors,  officers or  employees  or the  directors,
          officers  or  employees  of  its   predecessors  in  business  or  any
          subsidiary,  allied or associated  company,  or which may be connected
          with any town or place where the Company  carried on business,  and to
          give pensions,  gratuities or charitable aid to any Director or former
          Director, officer or former officer and employee or former employee of
          the Company or its predecessors in business or any subsidiary,  allied
          or associated company, or to the wives, children or other relatives or
          dependants of such persons, and to make payments towards insurance and
          to form and  contribute to provident and benefit funds for the benefit
          of  any  Directors,   officers  or  employees  of  the  Company,   its
          predecessors  in  business  or any  subsidiary,  allied or  associated
          company,  and to subsidise or assist any  association  of employers or
          employees  or any trade  association,  and to promote,  enter into and
          carry  into  effect  any  scheme  for  the  sharing  of  profits  with
          employees.

     (28) To procure the Company to be  registered  or recognised in any country
          or place outside England.

     (29) To do all or any of the  above  things  in any part of the  world  and
          either as principals, agents, contractors, trustees or otherwise or by
          or through trustees,  agents,  sub-contractors or otherwise and either
          alone or in conjunction with others.

     (30) To do all such acts or things as are  incidental  or  conducive to the
          attainment of the above objects or any of them.

          It is hereby  declared  that the word  "company" in this clause except
          where used in reference to this  Company,  should be deemed to include
          any partnership or other body of persons,  whether incorporated or not
          incorporated,   and  whether   domiciled  in  the  United  Kingdom  or
          elsewhere,  and whether now existing or hereafter to be formed, and it
          is  also  hereby  declared  that  each  of  the  objects  hereinbefore
          mentioned  shall  wherever  and in so far as the  context  and subject
          admit be  regarded  as an  independent  object and in nowise  shall be
          limited or  restricted  by reference  to or  inference  from any other
          object, or the name of the Company,  and none of the sub-clauses shall
          be deemed merely  subsidiary or auxiliary to the objects  mentioned in
          the first sub-clause.

5    The liability of the members is limited.

*6   The capital of the Company is L7 divided into shares of L1 each.

____________________________________________________________________

*         By  Ordinary  Resolution  passed   2nd  September  1977,   each of the
          existing  Ordinary shares of L1 each in the capital of the Company was
          subdivided into 10 Ordinary Shares of 10p each.

          By Ordinary  Resolution  passed 7th December  1977, the capital of the
          Company was  increased  to L350,000 by the  creation of an  additional
          3,499,000 Ordinary Shares of 10p each.

          By Ordinary  Resolution passed 28th September 1978, the capital of the
          company was  increased  to L500,000 by the  creation of an  additional
          1,500,000 Ordinary Shares of 10p each.


                                       5
<PAGE>
_____________________________________________________________________
(footnote continued)

          By  Ordinary  Resolution  passed  29th June 1979,  the  capital of the
          Company was  increased  to L750,000 by the  creation of an  additional
          2,500,000 Ordinary Shares of 10p each.

          By Ordinary  Resolution  passed  18th March  1981,  the capital of the
          Company was  increased to  L1,000,000 by the creation of an additional
          2,500,000 Ordinary Shares of 10p each.

          By  Ordinary  Resolution  passed  27th May 1982,  the  capital  of the
          Company was  increased to  L1,800,000 by the creation of an additional
          8,000,000 Ordinary shares of 10p each.

          By  Ordinary  Resolution  passed 5th April  1983,  the  capital of the
          Company was  increased to  L3,000,000 by the creation of an additional
          12,000,000 Ordinary Shares of 10p each.

          By Ordinary  Resolution  passed 10th December 1984, the capital of the
          Company was  increased to  L5,000,000 by the creation of an additional
          20,000,000 Ordinary Shares of 10p each.

          By Special  Resolution  passed  26th April  1985,  the  capital of the
          Company was increased to L133,350,000 by the creation of an additional
          33,500,000  Ordinary  Shares of 10p each and  125,000,000 6.3 per cent
          Convertible Cumulative Redeemable Preference Shares of L1 each.

          By Ordinary  Resolution  passed  29th  April,  1986 the capital of the
          Company was increased to L141,000,000 by the creation of an additional
          76,500,000 Ordinary Shares of 10p each.

          By  Ordinary  Resolution  passed  3rd March,  1987 the  capital of the
          Company was increased to L146,900,000 by the creation of an additional
          59,000,000 Ordinary Shares of 10p each.

          By  Ordinary  Resolution  passed  9th March,  1988 the  capital of the
          Company was increased to L148,400,000 by the creation of an additional
          15,000,000 Ordinary shares of 10p each.

          By Ordinary  Resolution  passed  21st  March,  1989 the capital of the
          Company was increased to L152,900,000 by the creation of an additional
          45,000,000 Ordinary Shares of 10p each.

          By a Special  Resolution  passed 27th March,  1991, the capital of the
          Company was increased to L319,572,500 by the creation of an additional
          1,666,725,000  Ordinary  Shares of 10p each and the following  further
          changes to the capital of the Company were effected:

          -    25,556,558  authorised  but  unissued  6.3 per cent.  Convertible
               Cumulative  Redeemable Preference Shares ofL1 each in the capital
               of the Company ("Preference Shares") were cancelled;

          -    the  99,443,442  issued  Preference  Shares  were   consolidated,
               subdivided and reclassified to create 129,276,150 Ordinary Shares
               of 10p each and 865,158,270  Deferred  Shares of 10p each,  which
               Deferred Shares were thereupon redeemed and cancelled.

          By Special  Resolution  passed  10th  June,  1992 the  Ordinary  Share
          capital  of  the  Company  was   consolidated   and  sub-divided  into
          353,080,829.6  Ordinary Shares of 25p each and 2,384,598,152  Deferred
          Shares of 5p each and the capital of the Company was  increased by 10p
          to L207,500,115.10  in order to make up one additional  Ordinary Share
          of 25p in the capital of the Company.

          By Ordinary  Resolution  passed 20 November  1995,  the capital of the
          Company  was  increased  to  L269,729,907.60  by  the  creation  of an
          additional 248,919,170 Ordinary Shares of 25p each.

          By virtue of a Special  Resolution passed 23 October 1997 and with the
          sanction  of an order of the High Court of Justice  dated 26  November
          1997 and registered on 27 November 1997 the capital of the Company was
          reduced from L269,729,907.60  divided into 602,000,000 Ordinary Shares
          of


                                       6
<PAGE>


7    WE, the  several  persons  whose  names,  addresses  and  descriptions  are
     subscribed,  are  desirous of being  formed into a Company in  pursuance of
     this Memorandum of Association and we respectively agree to take the number
     of shares in the Capital of the Company set opposite our respective names.










_____________________________________________________________________

          25p each and 2,384,598,152  Deferred Shares of 5p each to L150,500,000
          divided into 602,000,000 Ordinary Shares of 25p each.

          Pursuant to a Special  Resolution  passed 23 October 1997 the Ordinary
          Share  capital of the  Company was  consolidated,  with effect from 15
          December 1997, into 301,000,000 Ordinary Shares of 50p each.

          By Ordinary Resolution passed 1 March 2000, the capital of the Company
          was  increased  to  L208,000,000  by  the  creation  of an  additional
          115,000,000 Ordinary Shares of 50p each.

         By  Ordinary  Resolution  passed 4 September  2000,  the capital of the
         Company  was  increased  to  L260,000,000  by the  creation of an
         additional 104,000,000 Ordinary Shares of 50p each.


                                       7
<PAGE>

                             THE COMPANIES ACT 1985


                     ---------------------------------------

                        PUBLIC COMPANY LIMITED BY SHARES
                     ---------------------------------------



                             ARTICLES OF ASSOCIATION

                                      -of-

                        CORDIANT COMMUNICATIONS GROUP plc

                    (Adopted by Special Resolution passed on
            23 October 1997 and taking effect on 15 December 1997 as
             modified by Special Resolution passed on 13 June 2000)






<PAGE>


                                    CONTENTS

Articles              Headings
--------              --------

1 - 2                 Preliminary
3 - 8                 Share Capital
9 - 11                Share Certificates
12                    Joint Holders of Shares
13 - 18               Calls on Shares
19 - 28               Forfeiture of Shares and Lien
29 - 46               Transfer and Transmission of Shares
47 - 50               Alteration of Share Capital
51 - 52               Modification of Rights
53 - 55               General Meetings
56 - 61               Notice of General Meetings
62 - 70               Proceedings at General Meetings
71 - 82               Votes of Members
83 - 89               Directors
90 - 96               Powers and Duties of Directors
97 - 98               Borrowing Powers and Debentures
99 - 102              Directors' Interests
103                   Disqualification of Directors
104 - 109             Election and Appointment of Directors
110 - 111             Alternate Directors
112                   Local and Other Directors
113 - 121             Proceedings of Directors
122 - 124             Executive Directors
125                   President
126 - 128             Secretary
129                   Authentication of Documents
130                   Minutes
131                   The Seal
132 - 141             Dividends
142                   Reserve Fund
143 - 145             Capitalisation of Reserves
146 - 149             Accounts
150 - 152             Audit
153 - 156             Notices
157                   Suspended or Curtailed Postal Services
158                   Provision for Employees
159                   Indemnity
160 - 161             Winding Up
<PAGE>

                                   PRELIMINARY

Exclusion of Table A

8         Neither the regulations  contained in Table A in the First Schedule to
          the  Companies  Act 1948 nor those  contained  in the  Schedule to the
          Companies (Tables A to F) Regulations 1985 shall apply to the Company.

Interpretation Article

9    In these  Articles,  if not  inconsistent  with the context,  the following
     words in the first  column of the table next  hereinafter  contained  shall
     have the following meanings.

     Words                    Meanings

     "Act"                    The Companies Act 1985.

     "Articles"               These  Articles of  Association,  as altered  from
                              time to time.

     "business day"           A day on which the London  Stock  Exchange is open
                              for the transaction of business.

     "Directors"              The Directors of the Company  acting by Resolution
                              duly  passed  at a  Meeting  of the  Directors  or
                              otherwise as permitted by these Articles.

     "the London Stock
     "Exchange"               The London Stock Exchange Limited.

     "Month"                  Calendar month.

     "Office"                 The registered office of the Company.

     "Recognised Person"      a  recognised  clearing  house or a  nominee  of a
                              recognised  clearing  house  or  of  a  recognised
                              investment exchange who is designated as mentioned
                              in Section 185(4) of the Act.

     "Register"               The register of members of the Company.

     "the Regulations"        The Uncertificated Securities Regulations 1995 (SI
                              1995  No.  95/3272)   including  any  modification
                              thereof  or  any   regulations   in   substitution
                              therefor  made under  Section 207 of the Companies
                              Act 1989 and for the time being in force.

     "relevant system"        A computer based system, and procedures,  enabling
                              title to shares to be evidenced and
<PAGE>

                              transferred   without  a  written   instrument  as
                              defined in the Regulations.

     "Seal"                   The   Common   Seal  of  the   Company   and,   as
                              appropriate, any official seal kept by the Company
                              by virtue of Section 40 of the Act.

     "Secretary"              The  Secretary  of the  Company  appointed  by the
                              Directors pursuant to Article 126.

     "share"                  A share in the capital of the Company whether held
                              in certificated or uncertificated form.

     "Statutes"               The   Act,   every   statutory   modification   or
                              re-enactment  thereof  for the time being in force
                              and every other Act or  statutory  instrument  for
                              the  time  being  in  force   concerning   limited
                              companies and  affecting  the Company  (including,
                              without limitation, Part V of the Criminal Justice
                              Act   1993   and   the   Companies   Consolidation
                              (Consequential Provisions) Act 1985).

     "Subsidiary"             A  subsidiary  within  the  meaning  contained  in
                              Section 736 of the Act.

     "United Kingdom"         Great Britain and Northern Ireland.

     "in writing"             Written or produced by any  substitute for writing
                              or partly one and partly another.

     "Year"                   Calendar year.

     The  expression  "Secretary"  shall  include  any person  appointed  by the
     Directors to perform any of the duties of the Secretary  and,  where two or
     more persons are appointed to act as Joint  Secretaries,  shall include any
     one of those persons.

     References  to an  uncertificated  share or to a share (or to a holding  of
     shares) being in, or held in,  uncertificated  form are  references to that
     share being an uncertificated unit of a security (within the meaning of the
     Regulations)  which is for the time being recorded in the Register as being
     held in uncertificated form.

     References  to a  certificated  share  or to a share  (or to a  holding  of
     shares)  being in, or held in,  certificated  form are  references  to that
     share being a  certificated  unit of a security  (within the meaning of the
     Regulations).

     References to a dematerialised  instruction  shall mean an instruction sent
     or received by means of a relevant system and such an instruction  shall be
     considered   to  be  properly   authenticated   if  it  complies  with  the
     specifications  referred  to  in  paragraph  5(b)  of  schedule  1  to  the
     Regulations.

     Words importing the masculine  gender shall include the feminine gender and
     vice versa.


                                       2
<PAGE>

     Words  importing  the singular  number shall  include the plural number and
     vice versa.

     References  to any statute or statutory  provision or statutory  instrument
     shall  be  construed  as  relating  to  any   statutory   modification   or
     re-enactment thereof for the time being in force.

     Words or expressions  which are not defined in these Articles but which are
     defined in the  Statutes  shall,  if not  inconsistent  with the subject or
     context, bear the same meaning in these Articles.

                                  SHARE CAPITAL

Capital

10   The share capital of the Company at the date of adoption of these  Articles
     is L150,500,000 divided  into  301,000,000  Ordinary  Shares  of  50p  each
     ("Ordinary Shares").

Rights attached to new shares

11   Without  prejudice  to  any  special  rights,  privileges  or  restrictions
     previously  conferred  on the  holders of any  existing  shares or class of
     shares (which  special  rights or privileges or  restrictions  shall not be
     affected,  modified,  rescinded  or dealt with  except in  accordance  with
     Article 51), any shares in the Company may be issued with or have  attached
     thereto such  preferred,  deferred or other special rights or privileges or
     such restrictions, whether in regard to dividend, return of capital, voting
     or otherwise,  as the Company may from time to time by Ordinary  Resolution
     determine.

12.1 Subject to the  provisions  of the Statutes and to any rights  conferred on
     the  holders  of any other  shares,  any shares may be issued on terms that
     they are or are liable to be  redeemed  at the option of the Company or the
     shareholder  on such  terms  and in such  manner as these  Articles  or the
     rights attaching to those shares may from time to time provide.

12.2 Subject to the provisions of the Statutes, the Company may purchase its own
     shares (including any redeemable shares).

12.3 The Company may not purchase its own shares if at the time of such purchase
     there are  outstanding  any  convertible  shares of the Company unless such
     purchase has been  sanctioned by an  Extraordinary  Resolution  passed at a
     separate  class  meeting  of the  holders of the  convertible  shares or is
     otherwise permitted under the terms of issue of such shares.

12.4 Purchases by the Company of its own  redeemable  shares  shall,  where such
     shares  are listed by the London  Stock  Exchange,  be limited to a maximum
     price which, in the case of purchases by private treaty or by tender,  will
     not exceed  the  average of the  middle  market  quotations  taken from the
     Official List of the London Stock Exchange for the ten business days before
     the purchase is made or, in the case of a purchase  through the market,  at
     the market price,  provided  that it is not more than


                                       3
<PAGE>

     five per cent. above such average. If such purchases are by tender, tenders
     shall be made available to all holders of such shares alike.

12.5 Notwithstanding  anything to the contrary contained in these Articles,  but
     subject to any rights  specifically  attached  to any class of shares  from
     time to time,  the rights  attached to any class of shares  shall be deemed
     not to be varied or abrogated by anything  done by the Company  pursuant to
     this Article 5.

Control of Directors over shares

13   Subject  to the  provisions  of these  Articles  and of the  Statutes,  any
     unissued shares shall be under the control of the Directors,  who may allot
     and  dispose of or grant  options  over the same to such  persons,  on such
     terms and in such manner as they think fit.

Underwriting commission and brokerages

14   The Company (or the  Directors  on behalf of the  Company) may exercise the
     powers of paying commissions conferred by the Statutes. The Company (or the
     Directors  on behalf of the  Company)  may also on any issue of shares  pay
     such brokerage as may be lawful.

Trusts not recognised

15   Save as  required by  statute,  the Company  shall be entitled to treat the
     person  whose name appears upon the Register in respect of any share as the
     absolute  owner of that share,  and shall not (save as  aforesaid) be under
     any  obligation to recognise  any trust or equity or equitable  claim to or
     partial  interest  in such share,  whether or not it shall have  express or
     other notice thereof.

                               SHARE CERTIFICATES

Certificates

16.1 Every  member  whose name is entered on the  Register  as the holder of any
     certificated  share(s)  (except a Recognised  Person in respect of whom the
     Company is not by law  required to complete  and have ready for  delivery a
     certificate)  shall be entitled  without payment to one certificate for all
     the  shares  registered  in his name or, in the case of shares of more than
     one class being registered in his name, to a separate  certificate for each
     class of such shares so  registered.  Every  certificate  shall specify the
     number  and  class of  shares  in  respect  of which it is  issued  and the
     distinctive numbers, if any, of such shares and the amounts paid up thereon
     respectively.

16.2 Every  certificate  shall be delivered to a holder of  certificated  shares
     within two months after the  allotment  or, as the case may be, the lodging
     with the  Company of the  transfer,  of the  shares  comprised  therein.  A
     certificate  shall be delivered in accordance  with, and in the time period
     permitted  by,  the  Regulations  to any  uncertificated  holder  of shares
     following the change of those shares to certificated form.

16.3 Every  certificate  for shares,  debenture  stock or other form of security
     (other than


                                       4
<PAGE>

     letters of allotment or scrip  certificates) shall be issued under the Seal
     or in such  other  manner as the  Directors  having  regard to the terms of
     issue and the  requirements  of the London Stock Exchange may by resolution
     authorise  (including bearing an imprint or representation of the Seal) and
     (subject as hereinafter provided) shall bear the autographic  signatures of
     one or more of the Directors and the Secretary  provided that the Directors
     may by  resolution  determine  that such  signatures  or any of them may be
     affixed  thereto by some  mechanical or electronic  means or may be printed
     thereon or that the certificate need not be signed by any person.

16.4 Where  some  only  of the  shares  comprised  in a  share  certificate  are
     transferred,  the old certificate  shall be cancelled and a new certificate
     for the balance of the shares issued in lieu without charge.

Additional certificates

17   Subject as provided in Article 11, if any member shall  require  additional
     certificates he shall pay for each additional  certificate  such reasonable
     out of pocket expenses as the Directors shall determine.

Renewal of certificates

18   If any  certificate  is  defaced,  worn  out,  lost,  or  destroyed,  a new
     certificate  must be issued without charge (other than  exceptional  out of
     pocket  expenses)  and  the  person  requiring  the new  certificate  shall
     surrender the defaced or worn-out certificate, or give such evidence of the
     loss or destruction of the certificate and such indemnity to the Company as
     the Directors shall determine.

                             JOINT HOLDERS OF SHARES

Joint Holders

19   Where two or more persons are  registered  as the holders of any share they
     shall  be  deemed  to hold  the  same as  joint  tenants  with  benefit  of
     survivorship, subject to the following:-

19.1 The Company  shall not be bound to register  more than four  persons as the
     holders of any share.

19.2 The  joint  holders  of any share  shall be  liable,  severally  as well as
     jointly, in respect of all payments which are to be made in respect of such
     share.

19.3 On the death of any one of such joint  holders the  survivor  or  survivors
     shall be the only person or persons recognised by the Company as having any
     title to such share; but the estate of a deceased joint holder shall not be
     released  from any liability in respect of any share which had been jointly
     held by him.

19.4 Any one of such joint holders may give effectual receipts for any dividend,
     bonus or return of capital payable to such joint holders.

19.5 Only the person whose name stands first in the Register as one of the joint
     holders of any share  shall be  entitled  to  delivery  of the  certificate
     relating to such share (if


                                       5
<PAGE>

     that share is held in  certificated  form),  or to receive notices from the
     Company,  and any notice given to such person shall be deemed notice to all
     the joint holders.

19.6 Any one of the joint  holders of any share for the time being  conferring a
     right to vote may vote  either  personally  or by proxy at any  meeting  in
     respect of such share as if he were the sole holder,  provided that if more
     than one of such joint holders be present at any meeting, either personally
     or by proxy,  the person  whose name stands first in the Register as one of
     such  holders,  and no other,  shall be  entitled to vote in respect of the
     share.

                                 CALLS ON SHARES

Calls, how made

20   The  Directors may from time to time make calls upon the members in respect
     of all moneys  unpaid on their  shares  (whether  on account of the nominal
     amount of the shares or by way of  premium)  and not by the  conditions  of
     allotment thereof made payable at any fixed time;  provided that (except as
     otherwise  provided by the  conditions  of  allotment) no call shall exceed
     one-fourth of the nominal  amount of the share,  or be made payable  within
     one month  after the date when the last  instalment  of the last  preceding
     call  shall  have been made  payable;  and each  member  shall,  subject to
     receiving fourteen days' notice at least, specifying the time and place for
     payment,  pay the  amount  called on his shares to the  persons  and at the
     times and places appointed by the Directors.

When call deemed to be made

21   A call shall be deemed to have been made at the time when the resolution of
     the  Directors  authorising  such call was  passed  and may be  payable  by
     instalments  or  postponed  or  revoked  either  wholly  or in  part as the
     Directors may determine.

Differences in amounts paid on shares

22   The Directors may make arrangements on the issue of shares for a difference
     between the holders of such shares in the amount of calls to be paid and in
     the time of payment of such calls.

Interest on calls in arrear

23   If a call  payable in respect of any share or any  instalment  of a call is
     not paid before or on the day appointed for payment thereof, the holder for
     the time being of such share shall be liable to pay interest on the same at
     such rate, not exceeding 20 per cent. per annum, as the Directors determine
     from the day  appointed  for the payment of such call or  instalment to the
     time of actual payment; but the Directors may, if they think fit, waive the
     payment of such interest or any part thereof.  No dividend or other payment
     or  distribution in respect of any such share shall be paid or distributed,
     and no other  rights  which  would  otherwise  normally be  exercisable  in
     accordance  with these  Articles  may be  exercised by a holder of any such
     share,  so long as any such sum or any  interest  or  expenses  payable  in
     accordance with this Article in relation thereto remains due.


                                       6
<PAGE>

Instalments to be treated as calls

24   If by the conditions of allotment of any shares,  or otherwise,  any amount
     is made payable at any fixed time, whether on account of the nominal amount
     of the shares or by way of premium,  every such amount  shall be payable as
     if it were a call duly made by the Directors,  of which due notice had been
     given;  and all the provisions  hereof with respect to the payment of calls
     and interest  thereon,  or to the  forfeiture of shares for  non-payment of
     calls,  shall apply to every such amount and the shares in respect of which
     it is payable.

Payment in advance of calls

25   The Directors  may, if they think fit,  receive from any member  willing to
     advance the same all or any part of the moneys uncalled and unpaid upon any
     shares  held by him;  and upon all or any of the  moneys so paid in advance
     the  Directors  may (until the same  would,  but for such  advance,  become
     presently  payable) pay interest at such rate (not  exceeding,  without the
     sanction of the Company in General  Meeting,  6 per cent. per annum) as may
     be agreed  upon  between  the member  paying the moneys in advance  and the
     Directors.  Any such  payment  in  advance  shall not  entitle  the  member
     concerned  to  participate  in respect of the amount of such payment in any
     dividend declared or paid on such shares.

                          FORFEITURE OF SHARES AND LIEN

Notice requiring payment of call or instalment

26   If any  member  fails  to pay any call or  instalment  of a call on the day
     appointed  for payment  thereof the Directors  may, at any time  thereafter
     during  such  time as any part of the call or  instalment  remains  unpaid,
     serve  a  notice  on  him  requiring  him to pay so  much  of the  call  or
     instalment as is unpaid,  together  with interest  accrued and any expenses
     incurred by reason of such non-payment.

What the notice is to state

27   The notice shall name a further day (not being earlier than the  expiration
     of fourteen  days from the date of the notice) on or before which such call
     or instalment and all interest  accrued and expenses  incurred by reason of
     such  non-payment  are to be paid,  and it shall also name the place  where
     payment  is to be made.  The  notice  shall also state that in the event of
     non-payment at or before the time and at the place  appointed the shares in
     respect  of which  such call or  instalment  is  payable  will be liable to
     forfeiture.

Forfeiture if notice not complied with

28   If the requirements of any such notice are not complied with, any shares in
     respect of which such  notice  has been given may,  at any time  thereafter
     before the payment  required by the notice has been made, be forfeited by a
     resolution of the Directors to that effect,  and any such forfeiture  shall
     extend to all dividends  declared in respect of the shares so forfeited but
     not  actually  paid  before  such  forfeiture.  The  Directors  may  accept
     surrender of any share liable to be forfeited hereunder.



                                      7

<PAGE>

Forfeited shares the property of the Company

29   When any share has been forfeited  notice of the forfeiture shall be served
     upon the person who was before  forfeiture the holder of the share;  but no
     forfeiture shall be in any manner invalidated by any omission or neglect to
     give such notice.  Subject to the provisions of the Statutes,  any share so
     forfeited  shall be deemed to be the  property  of the  Company,  no voting
     rights shall be exercised in respect  thereof and the  Directors may cancel
     the  same or  within  three  years of such  forfeiture  sell,  re-allot  or
     otherwise  dispose  of the same in such  manner as they think fit either to
     the  person who was before the  forfeiture  the holder  thereof,  or to any
     other  person,  and either with or without any past or accruing  dividends,
     and, in the case of re-allotment, with or without any money paid thereon by
     the former holder being credited as paid up thereon. Any share not disposed
     of in accordance with the foregoing within a period of three years from the
     date of its forfeiture  shall thereupon be cancelled in accordance with the
     provisions of the Statutes.

Liability to pay calls after forfeiture

30   Any person whose shares have been  forfeited  shall cease to be a member in
     respect of the forfeited shares, but shall, notwithstanding,  remain liable
     to pay to the Company all moneys which at the date of the  forfeiture  were
     presently payable by him to the Company in respect of the shares,  together
     with interest thereon at such rate, not exceeding 20 per cent. per annum or
     such  lower  rate as the  Directors  shall  appoint,  down  to the  date of
     payment,  but his  liability  shall cease if and when the Company  receives
     payment in full of all such moneys in respect of the shares,  together with
     interest as  aforesaid.  The  Directors  may, if they think fit,  waive the
     payment of such interest or any part thereof.

Statutory declaration of forfeiture

31   A statutory  declaration in writing that the declarant is a Director of the
     Company or the Secretary  and that a share has been duly  forfeited or sold
     to satisfy a lien of the Company on a date stated in the declaration  shall
     be conclusive  evidence of the facts stated as against all persons claiming
     to be entitled to the share,  and such  declaration  and the receipt of the
     Company  for the  consideration  (if any)  given for the share on the sale,
     re-allotment or disposal thereof,  and the appropriate  share  certificate,
     shall  constitute  a good  title to the  share,  and the person to whom the
     share is sold, re-allotted or disposed of shall be registered as the holder
     thereof,  and  his  title  to  the  share  shall  not  be  affected  by any
     irregularity   or  invalidity  in  the  proceedings  in  reference  to  the
     forfeiture, re-allotment, sale or disposal of such share. The Directors may
     authorise some person to transfer a forfeited  share to any other person as
     aforesaid.  The remedy (if any) of any former holder of any such share, and
     of any person  claiming  under or through him, shall be against the Company
     and in damages only.

Lien on partly paid shares

32   The  Company  shall have a first and  paramount  lien upon all the  shares,
     other than fully  paid-up  shares,  registered  in the name of each  member
     (whether  solely or jointly with other  persons) for any amount  payable in
     respect of such  shares,  whether  presently  payable or not, and such lien
     shall apply to all  dividends  from time to time  declared or other  moneys
     payable  in  respect  of  such  shares.  Unless


                                       8
<PAGE>

     otherwise  agreed,  the registration of a transfer of a share shall operate
     as a waiver of the Company's lien, if any, on such share.

Sale for lien

33   For the purpose of enforcing  such lien the  Directors  may subject (in the
     case of  uncertificated  shares) to the provisions of the Regulations  sell
     the shares subject  thereto,  in such manner as they think fit, but no such
     sale  shall be made  until  all or any part of the sum  outstanding  on the
     shares shall have become payable and until notice in writing  stating,  and
     demanding payment of, the sum payable and giving notice of the intention to
     sell in default of such  payment  shall have been served on such member and
     default  shall have been made by him in the  payment of the sum payable for
     fourteen days after such notice.

Proceeds of sale

34   The net  proceeds  of any such sale,  after  payment of the costs  thereof,
     shall be applied in or towards  satisfaction  of such part of the amount in
     respect of which the lien exists as is presently payable.  The residue,  if
     any,  shall  (upon  surrender  to  the  Company  for  cancellation  of  the
     certificate for any certificated shares sold and subject to a like lien for
     sums not  presently  payable as existed upon the shares before the sale) be
     paid to the member or as he shall in writing  direct or the person (if any)
     entitled by transmission to the shares immediately before the sale.

Title

35   An entry in the Directors'  minute book of the forfeiture of any shares, or
     that any shares have been sold to satisfy a lien of the  Company,  shall be
     sufficient evidence, as against all persons claiming to be entitled to such
     shares,  that the said shares were  properly  forfeited  or sold;  and such
     entry,  the receipt of the Company  for the price of such  shares,  and the
     appropriate  share  certificate,  shall  constitute  a good  title  to such
     shares,  and the name of the  purchaser or other person  entitled  shall be
     entered in the  Register  as a Member,  and he shall be  entitled,  if such
     shares are in  certificated  form, to a certificate  of title to the shares
     and shall not be bound to see to the application of the purchase money, nor
     shall his title to the shares be affected by any irregularity or invalidity
     in the  proceedings  in reference  to the  forfeiture  or sale.  For giving
     effect  to any  such  sale,  the  Directors  may,  subject  (in the case of
     uncertificated shares) to the provisions of the Regulations, authorise some
     person to  transfer  any such  shares sold to the  purchaser  thereof.  The
     remedy  (if any) of the  former  holder of such  shares,  and of any person
     claiming  under or through him, shall be against the Company and in damages
     only.


                       TRANSFER AND TRANSMISSION OF SHARES

Form of instrument of transfer of certificated shares etc.

36   All  transfers  of  certificated  shares  shall be in  writing in the usual
     common form or in any other form  permitted by the Stock  Transfer Act 1963
     or approved by the Directors. The instrument of transfer shall be signed by
     or on behalf of the transferor and, if the certificated  shares transferred
     are not fully paid, by or on behalf of the transferee. The transferor shall
     be deemed to remain the holder of


                                       9
<PAGE>

     such certificated shares until the name of the transferee is entered in the
     Register in respect thereof.

Transfers of uncertificated shares

37   Subject to the provisions of these  Articles,  a Member may transfer all or
     any of his  uncertificated  shares in any manner  which is permitted by the
     Statutes and is from time to time approved by the Directors and the Company
     shall  register  such  transfer  in  accordance  with  the  Statutes.   The
     transferor  shall be  deemed to remain  the  holder of such  uncertificated
     shares  until the name of the  transferee  is  entered on the  register  in
     respect thereof.

Renunciation of Allotments

38   The  Directors  may at any time after the allotment of any share but before
     any person has been entered in the Register as the holder thereof recognise
     a  renunciation  thereof by the allottee in favour of some other person and
     may accord to any  allottee of a share a right to effect such  renunciation
     upon and subject to such terms and  conditions  as the  Directors may think
     fit.

Power to refuse registration of transfers

39   Subject (in the case of  uncertificated  shares) to the  provisions  of the
     Regulations  and the facilities  and  requirements  of the relevant  system
     concerned,  the Directors  may, in their  absolute  discretion  and without
     assigning any reason therefor, refuse to register any transfer of shares of
     any class (not being fully paid  shares),  and may also decline to register
     any transfer of certificated shares of any class on which the Company has a
     lien,  provided  that,  where any such shares are  admitted to the Official
     List of the London  Stock  Exchange,  the  Directors  may impose  only such
     restrictions on transfer as are permitted by the London Stock Exchange.

40   The Directors may also refuse to recognise any  instrument of transfer of a
     certificated  share,  unless the instrument of transfer,  duly stamped,  is
     deposited at the Office or such other place as the  Directors  may appoint,
     accompanied  by the  certificate  for the  certificated  shares to which it
     relates if it has been issued, and such other evidence as the Directors may
     reasonably  require  to show  the  right  of the  transferor  to  make  the
     transfer.

41   The Directors may, in their absolute  discretion and without  assigning any
     reason therefor, refuse to register any transfer of an uncertificated share
     where permitted by the Statutes.

42   The  Directors may also refuse to register any transfer of shares unless it
     is in respect of only one class of shares.

43   The maximum  number of persons who may be  registered as joint holders of a
     share is four.

Notice of refusal of transfer

44   If the  Directors  refuse to  register  a  transfer  they shall send to the
     transferee notice of the refusal:-


                                       10
<PAGE>

44.1 in the case of a  certificated  share,  within two months after the date on
     which the transfer was lodged with the Company; or

44.2 in the case of an  uncertificated  share,  within two months of the date on
     which a properly authenticated  dematerialised  instruction attributable to
     the operator of the relevant  system was received by the Company in respect
     of such transfer.

Register may be closed

45   Subject to compliance with the Statutes, the Register may be closed at such
     times and for such periods as the  Directors in their  absolute  discretion
     may from time to time determine, provided that:-

45.1 the Register shall not be closed for more than thirty days in any year; and

45.2 where shares have been  permitted to be  transferred by means of a relevant
     system, the consent of the operator of that system has been obtained.

No fee for registration

46   No fee shall be charged in respect  of the  registration  of any  transfer,
     probate, letters of administration, certificate of marriage or death, power
     of attorney or other  document  relating to or  affecting  the title to any
     shares.

Transfer instruments to be retained by the Company

47.1 All  instruments  of transfer which shall be registered  shall,  subject to
     Article  40.2, be retained by the Company,  but any  instrument of transfer
     which the  Directors  may refuse to register  shall  (except in any case of
     fraud) be returned to the persons depositing the same.

47.2 The Company  shall be entitled to destroy the  following  documents  at the
     following times:-

47.2.1 registered   instruments  of transfer  or   dematerialised   instructions
       transferring  shares  and any other  documents  which  were the basis for
       making an entry on the Register:  at any time after the expiration of six
       years from the date of registration thereof;

47.2.2 allotment letters: at any time after the expiration of six years from the
       date of issue thereof;

47.2.3 dividend mandates,  powers of attorney,  grants of probate and letters of
       administration:  at any time  after the  account  to which  the  relevant
       mandate, power of attorney, grant of probate or letters of administration
       related has been closed;

47.2.4 notifications  of change of address:  at any time after the expiration of
       two years from the date of recording thereof; and

47.2.5 cancelled  share  certificates:  at any time after the  expiration of one
       year from the date of the cancellation thereof.


                                       11
<PAGE>

47.3   It shall conclusively be presumed in favour of the Company:-

47.3.1 that every entry in the  Register  purporting  to be made on the basis of
       any such documents so destroyed was duly and properly made; and

47.3.2 that every such  document so destroyed  was valid and  effective  and had
       been duly and properly registered,  cancelled,  or recorded,  as the case
       may be, in the books or records of the Company.

47.4   The provisions  aforesaid shall apply to the destruction of a document in
       good faith and  without  notice of any claim  (regardless  of the parties
       thereto) to which the document might be relevant.

47.5   Nothing herein  contained shall be construed as imposing upon the Company
       any liability in respect of the destruction of any such document  earlier
       than as aforesaid or in any other  circumstances,  which would not attach
       to the Company in the absence of this Article.

47.6   References in this Article to the destruction of any document include the
       disposal thereof in any manner.

Persons recognised on death of a member

48     On the death of any member (not being one of two or more joint holders of
       a share) the legal personal representatives of such deceased member shall
       be the only persons  recognised by the Company as having any title to the
       share or shares registered in his name.

Transmission

49     Any person becoming  entitled to a share or shares by reason of the death
       or bankruptcy of a member may, upon such evidence  being  produced as may
       from  time to time be  required  by the  Directors,  elect  either  to be
       registered  as a member in respect  of such  share or shares,  or to make
       such  transfer of the share or shares as the deceased or bankrupt  person
       could have made.  If the person so  becoming  entitled  shall elect to be
       registered  himself  he shall  give to the  Company a notice  in  writing
       signed by him to that effect. The Directors shall in either case have the
       same  right to refuse or suspend  registration  as they would have had if
       the death or  bankruptcy of the member had not occurred and the notice of
       election or transfer were a transfer executed by that member.

Limitation of rights before registration

50     Any  person  becoming  entitled  to a share  by  reason  of the  death or
       bankruptcy of a member shall be entitled to the same  dividends and other
       advantages to which he would be entitled if he were the registered holder
       of the share, except that he shall not, unless and until he is registered
       as a member in  respect of the share or unless  the  Directors  otherwise
       determine,  be  entitled  in respect  of it to  receive  notice of, or to
       exercise any right  conferred by membership  in relation to,  meetings of
       the  Company:  Provided  always that the  Directors  may at any time give
       notice requiring any such person to elect either to be registered himself
       or to transfer such share to some other person, and if such notice is not
       complied  with  within  ninety


                                       12
<PAGE>

       days after service the Directors may thereafter  withhold  payment of all
       dividends  and other  moneys  payable in respect of such share  until the
       requirements of the notice have been complied with.

Untraced members

51.1   Subject to the provisions of the Statutes,  the Company shall be entitled
       to sell at the best price  reasonably  obtainable any share or stock of a
       member  or  any  share  or  stock  to  which  a  person  is  entitled  by
       transmission if and provided that:-

51.1.1 for a period of twelve  years no cheque or  warrant  sent by the  Company
       through the post in a pre-paid  letter  addressed to the member or to the
       person  entitled by  transmission to the share or stock at his address on
       the Register or other the last known  address  given by the member or the
       person  entitled by  transmission to which cheques and warrants are to be
       sent has been  cashed  and no  communication  has  been  received  by the
       Company from the member or the person entitled by  transmission  provided
       that in any such  period of twelve  years the  Company  has paid at least
       three  dividends in respect of the shares in question  whether interim or
       final and no such dividend has been claimed; and

51.1.2 the Company has at any time  following the  expiration of the said period
       of twelve years by  advertisement  in a national  daily  newspaper  and a
       local  newspaper  circulating in the area in which the last known address
       of the member or the person  entitled  to the shares by  transmission  at
       which  service of notices  might be  effected  in  accordance  with these
       Articles is located given notice of its intention to sell such share; and

51.1.3 the Company has not during the further  period of three  months after the
       date of the  advertisement and prior to the exercise of the power of sale
       received  any  communication  from  the  member  or  person  entitled  by
       transmission; and

51.1.4 the Company  has given  notice in writing of its  intention  to sell such
       shares or stock in each case to the  Quotations  Department of the London
       Stock Exchange.

51.2   To give effect to any such sale,  the Directors may authorise some person
       to transfer such share and such  transfer  shall be as effective as if it
       had been executed by the registered  holder of, or person entitled by the
       transmission  to, such share.  The Company shall account to the member or
       other person entitled to such share or stock for the net proceeds of such
       sale by  carrying  all  moneys in respect  thereof to a separate  account
       which shall be a permanent  debt of the Company and the Company  shall be
       deemed  to be a debtor  and not a trustee  in  respect  thereof  for such
       Member or other  person.  Moneys  carried to such  separate  account  may
       either be  employed  in the  business  of the Company or invested in such
       investments  (other than shares of the Company or its holding company (if
       any)) as the Directors may from time to time think fit. The Company shall
       not be required to pay  interest on the said moneys or to account for any
       amounts earned thereon.

Uncertificated shares - general provisions

52     Subject to the  Regulations  and the facilities and  requirements  of the
       relevant  system  concerned,  the Directors shall have power to make such
       arrangements  as they may (in  their  absolute  discretion)  think fit in
       order for any class of share to be


                                       13
<PAGE>

       a participating security and subject thereto the Company may issue shares
       of that  class  in  uncertificated  form and  permit  such  shares  to be
       transferred by means of a relevant system to the fullest extent available
       from time to time.  No  provision of these  Articles  shall apply or have
       effect to the extent that it is inconsistent with:-

52.1   the holding of shares in uncertificated form;

52.2   the transfer of title to shares by means of a relevant system; and

52.3   the Regulations.

53     Without  prejudice to the generality of Article 45,  notwithstanding  any
       provision of these Articles and subject always to the Regulations,  where
       any class of share is a participating security:-

53.1   the register  relating to such class shall be  maintained at all times in
       the United Kingdom;

53.2   shares  of  such  class  held by the  same  holder  or  joint  holder  in
       certificated form and in uncertificated form shall be treated as separate
       holdings, unless the Directors otherwise determine;

53.3   shares of such class may be changed from  certificated to  uncertificated
       form, and from  uncertificated  to certificated  form, in accordance with
       the Regulations;

53.4   the  Company  shall  comply  with  Regulation  21 of the  Regulations  in
       relation to the  rectification  of, and changes to, the Register relating
       to such class;

53.5   the provisions of these Articles with respect to meetings,  including the
       holders,  of such class shall have effect  subject to the  provisions  of
       Regulation 34 of the Regulations; and

53.6   the   Directors   may,  by  notice  in  writing  to  the  holder  of  any
       uncertificated  shares of such class,  require  that holder to change the
       form of such  shares to  certificated  form  within such period as may be
       specified in the notice.

                           ALTERATION OF SHARE CAPITAL

Capital, how increased

54     The  Company may from time to time by Ordinary  Resolution  increase  its
       capital  by the  creation  of new  shares,  such  increase  to be of such
       aggregate amount and to be divided into shares of such respective amounts
       as the resolution shall prescribe.

New capital to be considered part of original unless otherwise provided

55     Any capital raised by the creation of new shares shall,  unless otherwise
       provided  by the  conditions  of  issue,  be  considered  as  part of the
       original  capital,  and  shall be  subject  to the same  provisions  with
       reference  to the  payment  of calls  and the  forfeiture  of  shares  on
       non-payment  of calls,  transfer  and  transmission  of  shares,  lien or
       otherwise, as if it had been part of the original capital.


                                       14
<PAGE>

Alteration of capital

56.1   The Company may by Ordinary Resolution:-

56.1.1 consolidate  all or any of its share capital into shares of larger amount
       than its existing shares;

56.1.2 cancel any shares which at the date of the passing of the resolution have
       not been  taken or  agreed to be taken by any  person  and  diminish  the
       amount of its capital by the amount of the shares so cancelled;

56.1.3 sub-divide  its shares or any of them into shares of smaller  amount than
       is fixed by the Memorandum of Association (subject,  nevertheless, to the
       provisions of the Statutes), and so that the resolution whereby any share
       is  sub-divided  may determine  that as between the holders of the shares
       resulting from such sub-division,  one or more of the shares may have any
       such  preferred or other  special  rights over or may have such  deferred
       rights or be subject to any such restrictions as compared with the others
       as the Company has power to attach to unissued or new shares.

56.2   The  Company  may by Special  Resolution  reduce its share  capital,  any
       capital  redemption  reserve and any share premium  account in any manner
       authorised by law.

Fraction of shares

57     Anything  done in  pursuance  of  Article  49 shall be done in the manner
       therein provided and subject to any conditions imposed by the Statutes so
       far as  they  shall  be  applicable  and,  so far as  they  shall  not be
       applicable,  in accordance  with the terms of the resolution  authorising
       the same and be  otherwise  in such  manner  as the  Directors  deem most
       expedient, with power for the Directors on any consolidation of shares to
       deal  with  fractions  of  shares  in  any  manner  they  think  fit.  In
       particular,  whenever on any  consolidation  members shall be entitled to
       any  fractions  of  shares  the  Directors  may  sell  all or any of such
       fractions  and shall  distribute  the net  proceeds  thereof  amongst the
       members entitled to such fractions in due  proportions.  In giving effect
       to any such sales,  the Directors  may authorise  some person to transfer
       the shares  sold to the  purchaser  thereof  and the  purchaser  shall be
       registered as the holder of the shares comprised in any such transfer and
       he shall not be bound to see to the application of the purchase money nor
       shall  his  title  to the  shares  be  affected  by any  irregularity  or
       invalidity in the proceedings relating to the transfer.

                             MODIFICATION OF RIGHTS

Rights of various classes may be altered

58.1   If at any time the capital is divided into  different  classes of shares,
       the rights attached to any class or any of such rights (unless  otherwise
       provided by the terms of issue of the shares of that class) may,  subject
       to the  provisions of Section 127 of the Act,  whether or not the Company
       is being wound up, be  modified,  abrogated or varied with the consent in
       writing  of the  holders of three  fourths  of the issued  shares of that
       class, or with the sanction of an  Extraordinary  Resolution  passed


                                       15
<PAGE>

       at a separate  general meeting of the holders of the shares of the class,
       but not otherwise.

58.2   To every such separate  general  meeting the provisions of these Articles
       relating to General  Meetings  shall,  mutatis  mutandis,  apply,  but so
       that:-

58.2.1 at every such separate general meeting the quorum shall be two persons at
       least holding or  representing by proxy one third of the issued shares of
       the class.  Provided that if at any  adjourned  meeting of the holders of
       any  class a quorum as  defined  is not  present  those  holders  who are
       present in person or by proxy shall form a quorum;

58.2.2 any  holder of shares of the class in  question  present  in person or by
       proxy may demand a poll; and

58.2.3 the holders of the shares of the class in question shall, on a poll, have
       one  vote  in  respect  of  every   share  of  the  class  held  by  them
       respectively.

58.3   This Article shall apply to the modification,  variation or abrogation of
       the special rights attached to some only of the shares of any class as if
       each group of shares of the class  differently  treated formed a separate
       class the special rights whereof are to be modified, varied or abrogated.

58.4   For the avoidance of doubt, the provisions of these Articles  relating to
       General  Meetings  shall  apply,  with  necessary  modifications,  to any
       separate  meeting of the holders of shares of a class held otherwise than
       in connection  with the variation or  abrogation or  modification  of the
       rights attached to shares of that class.

Creation or issue of further shares of special class

59     The rights  attached to any class of shares  shall not (unless  otherwise
       provided  by the  terms of issue of the  shares  of that  class or by the
       terms upon which such shares are for the time being held) be deemed to be
       modified or varied by the creation or issue of further  shares ranking in
       some or all respects  pari passu  therewith but in no respect in priority
       thereto.

                                GENERAL MEETINGS

Annual General Meetings

60     The  Company  shall in each  year hold a General  Meeting  as its  Annual
       General  Meeting in addition to any other  meetings in that year, and not
       more than  fifteen  months  shall  elapse  between the date of one Annual
       General Meeting and that of the next. The Annual General Meeting shall be
       held at such time and place as the Directors  shall appoint.  All General
       Meetings   other   than   Annual   General   Meetings   shall  be  called
       "Extraordinary General Meetings".

Extraordinary General Meetings

61.1   The  Directors  may  whenever  they think fit,  convene an  Extraordinary
       General  Meeting and shall do so upon a  requisition  made in  accordance
       with Section 368 of the Act.


                                       16
<PAGE>

61.2   If at any time  there  shall not be present  in  England  and  capable of
       acting  sufficient  Directors to form a quorum,  the Directors in England
       capable of acting,  or if there shall be no such  Directors  then any two
       members, may convene an Extraordinary  General Meeting in the same manner
       as nearly as possible as that in which  General  Meetings may be convened
       by the  Directors,  and the Company at such  meeting  shall have power to
       elect Directors.

Business at meeting called by requisition

62     In the case of an Extraordinary  General Meeting called in pursuance of a
       requisition, unless such meeting shall have been called by the Directors,
       no business  other than that stated in the  requisition as the objects of
       the meeting shall be transacted.

                           NOTICE OF GENERAL MEETINGS

Notice of meeting

63     An Annual General Meeting and an  Extraordinary  General Meeting at which
       it is proposed to pass a Special  Resolution  or (save as provided by the
       Statutes)  a  resolution  of which  special  notice has been given to the
       Company  shall be called by  twenty-one  days'  notice in  writing at the
       least,  and any other  Extraordinary  General  Meeting shall be called by
       fourteen  days'  notice in  writing at the  least.  The  notice  shall be
       exclusive  of the day on which it is served  or  deemed to be served  and
       also of the day for which it is given.

Recipients of Notices

64     Notice of every Annual General Meeting and Extraordinary  General Meeting
       of the Company shall be given to:-

64.1   all Members other than any who, under the provisions of these Articles or
       the terms of issue of the shares they hold,  are not  entitled to receive
       such notices from the Company;

64.2   the auditors of the Company for the time being; and

64.3   each Director.

Contents of notice

65     The notice shall specify the place, the day and the time of meeting, and,
       in case of special  business,  the general  nature of the  business.  The
       notice  shall be given in manner  hereinafter  mentioned or in such other
       manner (if any) as may be prescribed by the Company in General Meeting to
       such persons as are under these Articles entitled to receive such notices
       from the Company.  Every notice calling an Annual  General  Meeting shall
       specify the meeting as such.

Meeting convened by short notice

66     A meeting  of the  Company  shall,  notwithstanding  that it is called by
       shorter notice


                                       17
<PAGE>

       than specified  above,  be deemed to have been duly called with regard to
       length of notice if it is so agreed:-

66.1   in the case of a meeting called as the Annual General Meeting, by all the
       members entitled to attend and vote thereat; and

66.2   in the case of any other meeting,  by a majority in number of the Members
       having  the right to attend  and vote at the  meeting,  being a  majority
       together  holding  not less than 95 per  cent.  in  nominal  value of the
       shares giving that right.

Statement as to proxies in notice

67     In every  notice  calling a  meeting  of the  Company  or of any class of
       members of the Company  there shall appear with  reasonable  prominence a
       statement  that a member  entitled  to  attend  and vote is  entitled  to
       appoint a proxy to attend and vote  instead of him, and that a proxy need
       not be a member.

Omission to give notice

68     The accidental omission to give notice to any person entitled under these
       Articles to receive notice of a General  Meeting,  or the  non-receipt by
       any such person of such notice,  shall not invalidate the  proceedings at
       that meeting.

                         PROCEEDINGS AT GENERAL MEETINGS

Business of meeting

69     The ordinary  business of an Annual  General  Meeting shall be to receive
       and  consider  the  accounts  and  balance  sheets,  the  reports  of the
       Directors and  Auditors,  and any other  documents  required by law to be
       attached or annexed to the balance sheets, to elect Directors in place of
       those  retiring,  to elect  Auditors  where  no  special  notice  of such
       election  is  required  by the  Statute  and fix their  remuneration,  or
       determine the method by which it may be fixed,  to declare  dividends and
       to confer, vary or renew any authority under Section 80 of the Act or any
       power pursuant to Section 95 of the Act. All other business transacted at
       an  Annual   General   Meeting,   and  all  business   transacted  at  an
       Extraordinary General Meeting, shall be deemed special.

Quorum

70     No business shall be transacted at any General Meeting unless a quorum of
       members is present;  and such quorum  shall  consist of not less than two
       members present in person or by proxy and entitled to vote.

Adjournment for want of quorum

71     If within fifteen minutes from the time appointed for a General Meeting a
       quorum is not present the meeting,  if convened by or on the  requisition
       of  members,  shall  be  dissolved.  In any  other  case it  shall  stand
       adjourned  to such day and to such time and place  (not  being  less than
       seven  nor  more  than  thirty  days  thereafter)  as  the  Chairman  may
       determine.  In default of such determination it shall be adjourned to the
       same day in the next week or, if that day is not a business day, the


                                       18
<PAGE>

       next  following  business  day at the  same  time and  place;  if at such
       adjourned  meeting a quorum is not  present  within half an hour from the
       time appointed for the meeting, the meeting shall be dissolved.

Chairman

72     The Chairman (if any) of the Board of Directors shall preside as Chairman
       at every General Meeting of the Company. If there is no such Chairman, or
       if at any meeting he is not present within fifteen minutes after the time
       appointed  for holding the  meeting,  or is unwilling to act as Chairman,
       the Directors present shall choose one of their number to act as Chairman
       or if no  Director  is present  and willing to take the chair the members
       present shall choose one of their number to be Chairman.

Adjournment

73.1   The  Chairman  may,  with the consent of any  General  Meeting at which a
       quorum is present (and shall if so directed by the meeting),  adjourn the
       meeting from time to time and from place to place;  but no business shall
       be  transacted at any  adjourned  meeting  other than the business  which
       might  lawfully  have  been  transacted  at the  meeting  from  which the
       adjournment took place.

73.2   The Chairman  may at any time adjourn any meeting  (whether or not it has
       commenced  or a quorum is present)  either sine die or to such other time
       and place as the Board or the  Chairman of the meeting may decide,  if it
       appears to him that:-

73.2.1 the  number  of  persons   wishing  to  attend  cannot  be   conveniently
       accommodated in the place appointed for the meeting; or

73.2.2 the unruly conduct of persons attending the meeting prevents or is likely
       to prevent the orderly continuation of the business of the meeting; or

73.2.3 an adjournment is otherwise necessary so that the business of the meeting
       may be properly conducted.

73.3   When a meeting is  adjourned  for thirty days or more or sine die,  seven
       days' notice of the  adjourned  meeting shall be given in the like manner
       as in the case of an original meeting. Save as aforesaid, it shall not be
       necessary to give any notice of an  adjourned  meeting or of the business
       to be transacted thereat.

Voting

74.1   At any General Meeting every question shall be decided by a show of hands
       unless a poll is (on or before the  declaration of the result of the show
       of hands) directed by the Chairman or demanded by:-

74.1.1 at least  three  members  present in person or by proxy and  entitled  to
       vote; or

74.1.2 one or more  members  representing  not less than  one-tenth of the total
       voting rights of all the Members having the right to vote at the meeting;
       or

74.1.3 one or more members  holding shares in the Company  conferring a right to
       vote at

                                       19
<PAGE>

       the  meeting,  being  shares on which an  aggregate  sum has been paid up
       equal to not less  than  one-tenth  of the  total  sum paid up on all the
       shares conferring that right.

The demand for a poll may be withdrawn.

74.2   A declaration  by the Chairman that a resolution  has been carried or not
       carried, or carried or not carried by a particular majority, and an entry
       to that effect in the minute  book of the  Company,  shall be  conclusive
       evidence of the facts,  without  proof of the number or proportion of the
       votes recorded in favour of or against such resolution.

Poll

75     If a poll is duly  directed or demanded  it may be taken  immediately  or
       (subject  to the  provisions  of Article  70) at such other time (but not
       more than thirty days after such  direction or demand) and in such manner
       as the Chairman may appoint,  and the result of such poll shall be deemed
       to be the  resolution  of the  meeting at which the poll was  directed or
       demanded. No notice need be given of a poll not taken immediately.

Casting Vote

76     In the case of an equality of votes at any General Meeting,  whether upon
       a show of hands or on a poll,  the Chairman shall be entitled to a second
       or casting vote.

When poll taken without adjournment

77     A poll  demanded  upon the  election  of a Chairman or upon a question of
       adjournment  shall be taken forthwith.  Any business other than that upon
       which a poll has been  demanded may be proceeded  with pending the taking
       of the poll.

                                VOTES OF MEMBERS

Votes

78     Subject to any  special  terms as to voting upon which any shares may for
       the time  being be held,  upon a show of hands  every  member  present in
       person  shall  have one vote,  and upon a poll  every  member  present in
       person or by proxy shall have one vote for every share held by him.

By committee or curator

79     A member  incapable by reason of mental disorder or otherwise of managing
       and  administering his property and affairs may vote whether on a show of
       hands or on a poll by his receiver or other person appointed by any Court
       of competent jurisdiction to act on his behalf and any such person may on
       a poll vote by proxy  provided  that such  evidence as the  Directors may
       require of the  authority of the person  claiming to vote shall have been
       deposited  at the  Office,  or at such  other  place as is  specified  in
       accordance  with these  Articles for the deposit of instruments of proxy,
       not less than forty-eight hours before the time of holding the meeting or
       adjourned meeting at which such person claims to vote.


                                       20
<PAGE>


Persons whose calls are unpaid not entitled to vote

80     No member  shall be entitled to vote at any  General  Meeting  unless all
       calls or other  sums  presently  payable  by him in respect of the shares
       held by him in the Company have been paid.

Disenfranchisement of members

81.1   For the purposes of this Article, unless the context otherwise requires:-

81.1.1 "disclosure  notice" means a notice issued by or on behalf of the Company
       requiring disclosure of interests in specified shares pursuant to Section
       212 of the Act;

81.1.2 "restrictions" means one or more, as the case may be, of the restrictions
       referred to in paragraph 74.3 of this Article;

81.1.3 "specified  shares"  means all or, as the case may be, some of the shares
       specified in a disclosure notice;

81.1.4 a person  other  than the  member  holding a share  shall be  treated  as
       appearing  to be  interested  in the share if the member has informed the
       Company  that the  person is, or may be, so  interested,  or if the Board
       (after  taking  account of any  information  obtained from the member or,
       pursuant to a  disclosure  notice,  from any other  person)  knows or has
       reasonable cause to believe that the person is, or may be, so interested;
       and

81.1.5 "interested"  shall be  construed as it is for the purpose of Section 212
       of the Act.

81.2   Notwithstanding anything in these Articles to the contrary, if:-

81.2.1 a  disclosure  notice  has been  served on a member  or any other  person
       appearing to be interested in the specified shares; and

81.2.2 the  Company  has not  received  (in  accordance  with the  terms of such
       disclosure  notice) the  information  required  therein in respect of the
       relevant  specified  shares  not later than  fourteen  days  (subject  as
       provided  in Article  74.7 below)  after the  service of such  disclosure
       notice

       then the Directors may (subject to Article 74.3 below) determine that the
       member in respect of the relevant  specified shares shall, upon the issue
       of a  restriction  notice  (as  referred  to  below),  be  subject to the
       restrictions  referred to in such restriction  notice (and upon the issue
       of  such  restriction  notice  such  member  shall  be  so  subject).   A
       "restriction  notice" shall be a notice issued by the Company stating, or
       substantially  to the  effect,  that  (until  such time as the  Directors
       determine  otherwise  pursuant  to  Article  74.4) the  specified  shares
       referred to therein  shall be subject to one or more of the  restrictions
       stated therein.

81.3   The  restrictions  which  the  Directors  may  determine  shall  apply to
       specified  shares  pursuant  to this  Article  shall be one or  more,  as
       determined by the Directors,  of the following  (save that, (i) where the
       holder of specified  shares is the holder of less than 0.25 per cent. (in
       nominal value) of the shares of the same class as the


                                       21
<PAGE>

       specified shares in issue at the time of service of the disclosure notice
       in respect of such specified shares, only the restriction  referred to in
       Article  74.3.1 below may be  determined  by the  Directors to apply) and
       (ii) the  restrictions  referred to in Article  74.3.2 shall not apply to
       sales of specified shares to a bona fide unconnected third party (such as
       a sale of specified  shares on a recognised  stock exchange as defined in
       the  Financial  Services  Act 1986 or on any stock  exchange on which the
       Company's  shares are normally  dealt or pursuant to an  acceptance  of a
       takeover  offer for the  Company  (as  defined in Section  428 (1) of the
       Act)):-

81.3.1 that the member  registered in respect of such specified shares shall not
       be entitled,  in respect of those specified  shares,  to be present or to
       vote either  personally or by  representative or by proxy or otherwise at
       any general meeting or at any separate  general meeting of the holders of
       any class of shares or upon any poll;

81.3.2 that no transfer  of such  specified  shares  (other than a transfer to a
       bona  fide  unconnected  third  party)  by  the  member  registered  as a
       certificated  holder  in  respect  of  such  specified  shares  shall  be
       effective or shall be recognised by the Company; and

81.3.3 that no  dividend  shall be paid to the member  registered  in respect of
       such specified  shares in respect of those  specified  shares and that in
       circumstances  where an offer of the right to elect to receive  shares or
       other  securities  instead of cash in respect of any  dividend  is or has
       been made, any election made thereunder by such member in respect of such
       specified shares shall not be effective.

81.4   The Directors may determine that one or more of the restrictions  imposed
       on specified  shares shall cease to apply  (whereupon they shall cease so
       to apply) at any time, and all the restrictions  imposed on the specified
       shares  shall in any event  cease to apply on the expiry of two  business
       days after:-

81.4.1 the  Company  receives  (in  accordance  with the  terms of the  relevant
       disclosure  notice) the information  required  therein in respect of such
       specified shares; or

81.4.2 the Company receives any other executed instrument of transfer in respect
       of  such  specified  shares  held  in  certificated  form  or a  properly
       authenticated  dematerialised  instruction  in respect of the transfer of
       such specified shares held in  uncertificated  form which would otherwise
       be given effect to and the Directors have not determined, within ten days
       after such receipt, not to give effect thereto on the grounds that it has
       reasonable  cause to believe that the change in the registered  holder of
       such  specified  shares  would not be as a result of an arm's length sale
       resulting  in a  material  change  in the  beneficial  interests  in such
       specified shares.

81.5   Where  dividends  are not paid as a result of  restrictions  having  been
       imposed on specified  shares,  such  dividends  shall accrue and shall be
       payable  (without  interest)  upon the  relevant  restriction  ceasing to
       apply.

81.6   Where the Directors  make a  determination  under Article 74.3 above they
       shall notify the purported  transferee as soon as practicable thereof and
       any  person  may  make   representations  in  writing  to  the  Directors
       concerning any such  determination.  The Directors shall not be liable to
       any person as a result of having imposed restrictions or having failed to
       determine  that such  restrictions  shall cease to apply if the Directors
       acted in good faith.


                                       22
<PAGE>

81.7   Where the holder of the specified  shares is the holder of less than 0.25
       per  cent.  (in  nominal  value) of the  shares of the same  class as the
       specified shares in issue at the time of service of the disclosure notice
       in respect of such specified shares, the period of fourteen days referred
       to in Article  74.2.2 above shall be deemed to be replaced by a period of
       twenty-eight days.

81.8   Shares  issued in right of specified  shares in respect of which a member
       is for the time being subject to restrictions under this Article shall on
       issue become subject to the same restrictions  whilst held by that member
       as the  specified  shares  in right of which  they are  issued.  For this
       purpose,  shares which the Company procures to be offered to shareholders
       pro rata (or pro rata  ignoring  fractional  entitlements  and shares not
       offered  to  certain  members  by reason of legal or  practical  problems
       associated  with offering  shares  outside the United  Kingdom)  shall be
       treated as shares issued in right of specified shares.

81.9   The Directors shall at all times have the right, at their discretion,  to
       suspend,  in whole or in part, any  restriction  notice given pursuant to
       this Article  either  permanently or for any given period and to pay to a
       trustee any  dividend  payable in respect of any  specified  shares or in
       respect  of any  shares  issued in right of  specified  shares  which are
       referred to in such restriction notice. Notice of suspension,  specifying
       the sanctions  suspended  and the period of suspension  shall be given to
       the  relevant  holder in writing  within seven days after any decision to
       implement such a suspension.

81.10  The  provisions  of this Article are without  prejudice to, and shall not
       affect, the right of the Company to apply any of the provisions  referred
       to in Part VI of the Act.

Objection to the qualification of a vote

82     If any objection shall be raised as to the  qualification of any voter or
       it is alleged that any votes have been counted which should not have been
       counted  or that any  votes  are not  counted  which  ought to have  been
       counted,  the objection or  allegation  shall not vitiate the decision on
       any resolution unless it is raised at the meeting or adjourned meeting at
       which the vote  objected  to is given or tendered or at which the alleged
       error  occurs.  Any  objection  or  allegation  made in due time shall be
       referred to the Chairman of the meeting,  whose  decision  shall be final
       and conclusive.

Voting by proxy

83     Upon a poll votes may be given  either  personally  or by proxy.  A proxy
       shall not be entitled to vote except on a poll.

How signed

84     The  instrument  appointing  a proxy shall be in the usual common form or
       such other form as may be  approved  by the  Directors  from time to time
       (provided  that it shall be so  worded  as to  enable  the  proxy to vote
       either for or against  the  resolutions  to be proposed at the meeting at
       which the proxy is to be used) and shall be in writing  under the hand of
       the appointor,  or of his attorney duly


                                       23
<PAGE>

       authorised in writing, or if such appointor is a corporation either under
       its  common  seal or under  the hand of an  attorney  or duly  authorised
       officer of the  corporation.  A member may appoint two or more persons as
       proxies  in the  alternative,  but if he  shall  do so  only  one of such
       proxies  may attend as such and vote  instead  of such  member on any one
       occasion.

Any person may act as proxy

85     Any person may be appointed to act as proxy. A proxy need not be a member
       of the Company.

Deposit of proxy

86     The  instrument  appointing  a proxy,  and the power of attorney or other
       authority  (if any) under which it is signed,  or a notarially  certified
       copy of such power or  authority,  shall be  deposited  at the Office (or
       such other  place in the  United  Kingdom  as may be  specified  for that
       purpose in or by way of note to the notice  convening  the  meeting)  not
       less than forty-eight hours before the time fixed for holding the meeting
       or  adjourned  meeting at which the person  named in such  instrument  is
       authorised to vote, or, in the case of a poll taken more than forty-eight
       hours after it was demanded,  not less than twenty-four  hours before the
       time  appointed  for the taking of the poll or, in the case of a poll not
       taken forthwith but taken within forty-eight hours after it was demanded,
       at the meeting at which such poll was  demanded  with any Director or the
       Secretary, and in default the instrument of proxy shall not be treated as
       valid;  Provided that an  instrument  of proxy  relating to more than one
       meeting (including any adjournment thereof) having once been so delivered
       for the purposes of any meeting  shall not require  again to be delivered
       for the purposes of any subsequent meeting to which it relates.

A proxy may demand a poll

87     The instrument  appointing a proxy shall be deemed to confer authority to
       demand or join in demanding a poll but shall not confer any further right
       to speak at the meeting except with the permission of the Chairman.

When vote by proxy valid, though authority revoked

88     A vote given or act done in accordance with the terms of an instrument of
       proxy shall be valid  notwithstanding  the previous  death or insanity of
       the  appointor,  or  revocation of the proxy,  or of the authority  under
       which the proxy was executed,  or the transfer of the share in respect of
       which  the proxy is  given,  unless  notice  in  writing  of such  death,
       insanity, revocation or transfer as aforesaid shall have been received by
       the Company at the Office (or such other  place in the United  Kingdom as
       may be specified for  depositing  the instrument of proxy in or by way of
       any note to the notice  convening  the  meeting) at least one hour before
       the commencement of the meeting or adjourned meeting or poll at which the
       vote was given or the act was done.

Votes by corporations

89     Any corporation  which is a member may, by resolution of its directors or
       other


                                       24
<PAGE>

       governing  body,  authorise  such  person as it thinks  fit to act as its
       representative  at any meeting of the  Company,  or at any meeting of any
       class of  members,  and the person so  authorised  shall be  entitled  to
       exercise the same powers on behalf of the corporation which he represents
       as that  corporation  could  exercise  if it were  an  individual  member
       attending the meeting in person.

                                    DIRECTORS

Numbers of Directors

90     Unless  and  until  the  Company  in  General   Meeting  shall  otherwise
       determine,  the number of Directors shall be not less than three nor more
       than fourteen.

Director's retiring age excluded

91     A Director  shall be capable of being  appointed or re-elected a Director
       notwithstanding  that he shall have attained the age of seventy nor shall
       a Director be required to retire by reason of his having attained that or
       any other age, and Section 293 of the Act shall not apply.

Director's share qualification

92     A Director shall not require a share  qualification.  A Director shall be
       entitled  to  receive  notice  of and  attend  and  speak at all  General
       Meetings  of the  Company  and at all  separate  general  meetings of the
       holders of any class of shares in the capital of the Company.

Remuneration of Directors

93     The  remuneration  of the  Directors  for acting as Directors  (including
       acting as members of any committee of the  Directors)  shall from time to
       time be  determined  by the  Company  in General  Meeting,  save that the
       Company may pay to Directors not being employees of the Company or any of
       its subsidiaries  such fees as may be determined by the Directors,  in an
       amount not  exceeding  a basic fee of  L20,000  per  Director  per annum,
       together  with  allowances of up to L600 per Director for each meeting of
       the  Directors  or any  committee  thereof  attended in person,  L500 per
       Director  for  each  such  meeting  attended  by  telephone  and L250 per
       calendar  quarter  for  acting  as  Chairman  of  any  committee  of  the
       Directors,  in each case  exclusive  of value  added tax, if any (or such
       other  amount(s)  as may from  time to time be fixed  by the  Company  in
       general meeting).

Repayment of expenses

94     The Company may repay to any Director all such reasonable  expenses as he
       may incur in attending and returning from meetings of the  Directors,  or
       of any committee of the Directors,  or General Meetings,  or otherwise in
       or about the business of the Company.

Payment for duties outside scope of ordinary duties

95     Any  Director  who is  appointed  to any  executive  office or  otherwise
       performs  services  which in the opinion of the Directors are outside the
       scope of the ordinary


                                       25
<PAGE>

       duties of a Director  may be paid in addition to any  Directors'  fees to
       which he may be entitled  under  Article 86 such  remuneration  by way of
       salary,   percentage  of  profits  or  otherwise  as  the  Directors  may
       determine.

Register of Directors' holdings of shares or debentures by Directors

96     The Company shall in accordance  with the provisions of the Statutes duly
       keep at the Office a register  showing,  as respects each  Director,  the
       number,  description  and  amount of any shares in or  debentures  of the
       Company and of other  bodies  corporate in which he is  interested.  Such
       register shall be open to inspection  between the hours of 10 a.m. and 12
       noon on weekdays other than national  holidays and shall also be produced
       at the  commencement of each Annual General Meeting and shall remain open
       and  accessible  during  the  continuance  of the  meeting  to any person
       attending the meeting.

                         POWERS AND DUTIES OF DIRECTORS

Powers

97     The  business of the Company  shall be managed by the  Directors  who may
       exercise  all  such  powers  of the  Company  as are not  required  to be
       exercised by the Company in General Meeting,  subject,  to the provisions
       of these Articles and of the Statutes,  and to such regulations as may be
       prescribed by the Company in General  Meeting;  but no regulation made by
       the  Company in General  Meeting  shall  invalidate  any prior act of the
       Directors  which  would have been valid if such  regulation  had not been
       made.  The general  powers  conferred  upon the Directors by this Article
       shall not be deemed to be abridged or  restricted  by any specific  power
       conferred upon the Directors by any other Article.

Pensions, etc.

98     Without  prejudice to the generality of the last preceding  Article,  the
       Directors  may  give  or  award  pensions,   annuities,   gratuities  and
       superannuation  or other allowances or benefits to any persons who are or
       have at any  time  been  employed  by or in the  service  of the  Company
       (including  Directors  who  have  held any  executive  office  under  the
       Company) and to the husbands, wives, widows, widowers, children and other
       relatives and dependants of any such persons,  and may set up, establish,
       join with other companies (being  Subsidiaries or companies with which it
       is associated in business), support and maintain pension,  superannuation
       or other funds or schemes (whether  contributory or non-contributory) for
       the  benefit  of such  persons  or any of them or any class of them.  Any
       Director  shall be entitled to receive and retain for his own benefit any
       such pension,  annuity,  gratuity,  allowance or other benefit.  Any such
       pension,  funds or schemes may, as the Directors consider  desirable,  be
       granted to an employee either before and in anticipation of or upon or at
       any time after his actual retirement.

Subsidiaries

99     The Directors  may arrange that any branch of the business  carried on by
       the Company or any other  business in which the Company may be interested
       shall be carried on as or through one or more Subsidiaries, and they may,
       on behalf of the Company,  make such arrangements as they think advisable
       for taking the profits or


                                       26
<PAGE>

       bearing  the  losses  of any  branch or  business  so  carried  on or for
       financing,  assisting or subsidising  any such Subsidiary or guaranteeing
       its contracts,  obligations or liabilities,  and they may appoint, remove
       and re-appoint any persons  (whether members of their own body or not) to
       act as Directors,  Managing  Directors or Managers of any such Subsidiary
       or any other  company  in which the  Company  may be  interested  and may
       determine  the  remuneration  (whether  by way of salary,  commission  on
       profits or otherwise)  of any persons so appointed,  and any Directors of
       the Company may retain any remuneration so payable to them.

Attorneys

100    The  Directors may from time to time and at any time by power of attorney
       executed  under the Seal or  otherwise by the Company as its Deed appoint
       any  company,  firm  or  person  or body of  persons,  whether  nominated
       directly or indirectly by the Directors,  to be the attorney or attorneys
       of the Company for such  purposes and with such powers,  authorities  and
       discretions  (not  exceeding  those  vested  in  or  exercisable  by  the
       Directors  under these  Articles) and for such period and subject to such
       conditions  as they may think fit,  and any such powers of  attorney  may
       contain such  provisions for the  protection  and  convenience of persons
       dealing with any such  attorney as the  Directors may decide and may also
       authorise  any  such  attorney  to  delegate  all or  any of the  powers,
       authorities and discretions vested in him.

Seal for use abroad

101    The Company may  exercise  the powers  conferred by Section 39 of the Act
       with  regard to having an official  seal for use abroad,  and such powers
       shall be vested in the Directors.

Overseas Branch Register

102    The Company may exercise the powers conferred upon the Company by Section
       362 of the Act with regard to the keeping of an Overseas Branch Register,
       and the  Directors  may (subject to the  provisions of that Section) make
       and vary such regulations as they may think fit respecting the keeping of
       any such register.

Authorisation of signatures and acceptances

103    All  cheques,  promissory  notes,  drafts,  bills of  exchange  and other
       negotiable or transferable instruments,  and all receipts for moneys paid
       to the Company, shall be signed, drawn, accepted,  endorsed, or otherwise
       executed,  as the case may be, in such manner as the Directors shall from
       time to time determine.

                         BORROWING POWERS AND DEBENTURES

104.1  The  Directors may exercise all the powers of the Company to borrow money
       and to  mortgage or charge all or any part of its  undertaking,  property
       and uncalled capital and to issue debentures and other securities whether
       outright or as principal or collateral  security for any debt,  liability
       or obligation of the Company or of any third party.  The Directors  shall
       restrict the  borrowings of the Company and exercise all voting and other
       rights or powers of control exercisable by the Company in relation to its
       Subsidiaries (if any) so as to procure (as regards


                                       27
<PAGE>

        Subsidiaries  so far as by such  exercise  they  can  procure)  that the
        aggregate principal amount for the time being remaining  undischarged of
        all moneys  borrowed by the Company and its  Subsidiaries  (exclusive of
        intra-group  borrowings)  shall  not at any time  without  the  previous
        sanction of an Ordinary  Resolution of the Company exceed four times the
        aggregate of:-

104.1.1 the amount paid up or  credited  as paid up on the share  capital of the
        Company; and

104.1.2 the  amount  standing  to the  credit of the  consolidated  capital  and
        revenue reserves of the Company and its subsidiary  companies (including
        any share premium account and capital  redemption  reserve but excluding
        any reserves for taxation and after deducting any amount standing to the
        debit for the time being on profit and loss account)

        all as shown by the latest  audited  consolidated  balance  sheet of the
        Company and its subsidiary companies but after:-

        (i)     making such  adjustments as may be appropriate in respect of any
                variation of paid-up capital effected or any  distribution  made
                or any shares  transferred  (other  than a transfer  between the
                Company and/or any of its  Subsidiaries)  since the date of such
                balance  sheet  and so that for this  purpose  capital  allotted
                shall be treated as issued and any capital  already called up or
                payable at any fixed future date should be treated as being paid
                up; and

        (ii)    adding the cost of  goodwill  which  arose on  consolidation  of
                businesses or assets  acquired by the Company or any  Subsidiary
                and which are held by the  Company or any  Subsidiary  as at the
                date of such consolidated balance sheet, less amortisation as if
                such  goodwill had been carried on the balance sheet as an asset
                and  amortised  over 40 years on a  straight  line  basis,  such
                amount to be certified by the Company's Auditors.

                For this  purpose  the  expression  "moneys  borrowed"  shall be
                deemed to include all amounts outstanding by way of loan capital
                notwithstanding  that the same may have been or may be issued in
                whole or in part for a consideration other than cash.

104.2   No such sanction  shall be required to the borrowing of any sum of money
        intended to be applied in the repayment (with or without premium) of any
        moneys then already  borrowed and  outstanding  and so applied within 60
        days of the borrowing thereof  notwithstanding  that the same may result
        in such limit being  exceeded.  Notwithstanding  the  provisions of this
        Article, no person dealing with the Company shall be concerned to see or
        enquire whether this limit is observed, and no debt incurred or security
        given in excess of such limit shall be invalid or ineffectual unless the
        lender or the  recipient  of the  security had at the time when the debt
        was  incurred or security  given  express  notice that the limit  hereby
        imposed had been or would thereby be exceeded.

104.3   A  certificate  by the  Auditors for the time being of the Company as to
        the  aggregate  amount of moneys  borrowed  which may at any one time in
        accordance  with  Article  97.1  above be owing by the  Company  and its
        Subsidiaries without such sanction as is provided for in that paragraph,
        or as to the  actual  amount of  moneys


                                       28
<PAGE>

        borrowed at any time shall be  conclusive  and shall be binding upon the
        Company, its members and all persons dealing with the Company.

Bonds, debentures, etc., to be subject to control of Directors

105     Subject to the  provisions  of the  Statutes,  any  debentures  or other
        securities  issued  or to be issued  by the  Company  shall be under the
        control  of the  Directors,  who may  issue  them  upon  such  terms and
        conditions and in such manner and for such  consideration  as they shall
        consider to be for the benefit of the Company.

                              DIRECTORS' INTERESTS

Power to hold other office

106     Subject to the provisions of these Articles and the Statutes:-

106.1   a Director  may hold  subject  to  Section  319 of the Act any office or
        place of profit  under the  Company  in  conjunction  with the office of
        Director  for such  period,  and on such  terms as to  remuneration  and
        otherwise, as the Directors may determine, and a Director or any firm in
        which  he is  interested  may  act in a  professional  capacity  for the
        Company  and he or such  firm  shall be  entitled  to  remuneration  for
        professional  services  as if he were not a Director:  Provided  that no
        Director or any such firm may act as Auditor to the Company;

106.2   a Director may enter into or be interested in contracts or  arrangements
        with the  Company  (whether  with  regard to any such office or place of
        profit  or any such  acting in a  professional  capacity  or as  vendor,
        purchaser  or  otherwise  howsoever)  and may have or be  interested  in
        dealings  of any nature  whatsoever  with the  Company  and shall not be
        disqualified  from office  thereby.  No such  contract,  arrangement  or
        dealing shall  (subject to the  provisions of the Statutes) be liable to
        be  avoided,   nor  (subject  as   aforesaid)   shall  any  Director  so
        contracting,  dealing or being so interested be liable to account to the
        Company for any profit arising out of any such contract,  arrangement or
        dealing to which he is a party or in which he is interested by reason of
        his being a  Director  of the  Company,  or the  fiduciary  relationship
        thereby established.

Declaration of interest

107.1   A Director  who to his  knowledge  is in any way,  whether  directly  or
        indirectly,  interested  in any  contract  or  arrangement  or  proposed
        contract or  arrangement  shall  declare the nature of his interest at a
        meeting of the  Directors  in  accordance  with the  provisions  of this
        Article.

When declaration to be made

107.2   In the case of a proposed contract such declaration shall be made at the
        meeting of Directors at which the question of entering into the contract
        is first taken into consideration, or, if the Director concerned was not
        (or did not know that he was) at the date of that meeting  interested in
        the proposed  contract,  at the next meeting of the Directors held after
        he became so interested, or knew he had become so interested.  Where the
        Director  concerned becomes  interested (or knows he is interested) in a
        contract after it is made, such  declaration  shall be made at the first


                                       29
<PAGE>

        meeting of Directors held after the Director  becomes so interested,  or
        knows that he is so interested.

General notice

107.3   A general notice given to the Directors by a Director (if it is given at
        a meeting of  Directors,  or such  Director  takes  reasonable  steps to
        secure that it is brought up and read at the next  meeting of  Directors
        after it is given)  to the  effect  that he is a member  of a  specified
        company or firm and is to be  regarded  as  interested  in any  contract
        which may,  after the date of the notice,  be made with that  company or
        firm, shall for the purpose of this Article be deemed to be a sufficient
        declaration  of interest in  relation to any  contract so made.  For the
        purposes  hereof a transaction  or  arrangement of the kind described in
        Section  330 of the Act made for a Director or a person  connected  with
        such Director (within the meaning of Section 346 of the Act) shall if it
        would not otherwise be so treated (and whether or not prohibited by that
        Section)  be  treated  as a  transaction  or  arrangement  in which that
        Director is interested.

Interests of Directors in other companies

108     A Director may be or continue or may become a director or other  officer
        or servant of, or otherwise interested in, any other company promoted by
        the  Company or in which the Company  may be in any way  interested  and
        shall not (in the absence of  agreement  to the  contrary)  be liable to
        account to the Company for any emoluments or other benefits  received or
        receivable  by him as  director,  or officer or servant  of, or from his
        interest in, such other company.

Exercise of voting rights conferred by shares of other companies

109     Subject to Article  115,  the  Directors  may  exercise  or procure  the
        exercise of the voting rights attached to shares in any other company in
        which the Company is or becomes in any way interested,  and may exercise
        any voting  rights to which they are  entitled as  directors of any such
        other company in such manner as they shall in their absolute  discretion
        think  fit,  save  that no  Director  shall be  entitled  to vote (or be
        counted in a quorum) in respect of any resolution  appointing himself as
        a director, officer or servant of such other company.

                          DISQUALIFICATION OF DIRECTORS

Disqualification

110     The office of a Director shall be vacated if the Director:-

110.1   becomes bankrupt or insolvent or compounds with his creditors  generally
        or shall apply to the Court for an interim  order  under  Section 253 of
        the Insolvency Act 1986 in connection with voluntary  arrangements under
        that Act;

110.2   he is, or may be, suffering from mental disorder and either:-

110.2.1 he is admitted to hospital in pursuance of an application  for admission
        for  treatment  under the  Mental  Health Act 1983 or, in  Scotland,  an
        application for admission  under the Mental Health  (Scotland) Act 1984;
        or


                                       30
<PAGE>

110.2.2 an order is made by a court having  jurisdiction  (whether in the United
        Kingdom or  elsewhere)  in matters  concerning  mental  disorder for his
        detention or for the  appointment of a receiver,  curator bonis or other
        person to exercise powers with respect to his property or affairs;

110.3   becomes  prohibited  from being a director of a company by reason of any
        order made under the Statutes;

110.4   is convicted of an indictable  offence (not being an offence  which,  in
        the opinion of the Directors,  does not affect his character or position
        as a Director of the Company);

110.5   is absent  from  meetings  of the  Directors  for a period of six months
        without  leave  expressed  by a  resolution  of the  Directors  and  the
        Directors resolve that his office be vacated;

110.6   (not being an executive Director whose contract of employment  precludes
        resignation)  he resigns  his  office by notice in  writing  left at the
        Office.

110.7   is removed  from office  under  Section 303 of the Act or as provided in
        Article 108;

110.8   is  requested  in  writing by all of the other  Directors  to resign his
        office.

        But any act done in good faith by a Director  whose office is so vacated
        shall be valid unless,  prior to the doing of such act,  written  notice
        shall have been served upon the Company or an entry shall have been made
        in the  Directors'  minute book stating that such Director has ceased to
        be a Director of the Company.

                      ELECTION AND APPOINTMENT OF DIRECTORS

Directors to retire by rotation


104.1   At the Annual  General  Meeting in every year,  there shall  retire from
        office:

104.1.1 one third of the Directors for the time being, or if their number is not
        three or a multiple of three then the number  nearest to one-third,  the
        Directors  to retire in each year being  those who have been  longest in
        office  since  their last  election,  but as between  persons who became
        Directors on the same day those to retire shall (unless otherwise agreed
        between themselves) be determined by lot; and

104.1.2 such additional Director or Directors as the Board may require to retire
        in order to ensure (so far as  practicable)  that each  Director  offers
        himself for re-election no less often than once every three years.

104.2   A retiring Director shall be eligible for re-election.  Any Director not
        re-elected  at the Annual  General  Meting shall retain office until the
        meeting  appoints another person in his place, or if it does not appoint
        a replacement, until the end of the meeting.


                                       31
<PAGE>

Filling vacancies

111     At the Annual General Meeting, the Company may elect a person to any and
        each retiring Director's office and appoint persons to any other offices
        which may then be  vacant.  The  Company  may also at any  Extraordinary
        General  Meeting on notice duly given,  fill any vacancies in the office
        of Director, or appoint additional Directors,  provided that the maximum
        number fixed as hereinbefore mentioned shall not be exceeded.

Notice of intention to propose a Director

112     No person  other  than a  Director  retiring  at the  meeting  or who is
        recommended by the Directors for election shall be eligible for election
        to the office of Director at any General Meeting  unless,  not less than
        seven nor more than  twenty-one  days before the day  appointed  for the
        meeting,  there  shall have been left at the Office  notice in  writing,
        signed by a member duly qualified to attend and vote at such meeting, of
        his  intention to propose such person for  election,  and also notice in
        writing signed by that person of his willingness to be elected.

Power to fill casual vacancy

113     The  Directors  shall  have  power at any time and from  time to time to
        appoint any other person to be a Director of the Company, either to fill
        a casual  vacancy or as an  addition to the Board of  Directors,  but so
        that the total  number of  Directors  shall not at any time  exceed  the
        maximum. Any Director so appointed shall hold office only until the next
        following  Annual General  Meeting,  when he shall retire,  but shall be
        eligible for  re-election.  Any Director who retires  under this Article
        shall not be taken into account in  determining  the number of Directors
        who are to retire by rotation at such meeting.

Removal of a Director by the Company in General Meeting

114     The Company may in accordance  with and subject to the provisions of the
        Statutes by Ordinary Resolution,  of which special notice has been given
        in  accordance  with  Section  379  of  the  Act,  remove  any  Director
        (including a managing or other executive Director) before the expiration
        of his period of office  (notwithstanding  anything in these Articles or
        in any  agreement  between  the Company  and such  Director  but without
        prejudice  to any claim for damages in respect of the breach of any such
        agreement), and may by Ordinary Resolution appoint another person in his
        stead.

115     Any  Director  so  appointed  shall  hold  office  only  until  the next
        following  Annual General  Meeting,  when he shall retire,  but shall be
        eligible for re-election.

                               ALTERNATE DIRECTORS

Directors may appoint an alternate Director

116     Any Director may at any time appoint a person  approved by the Directors
        to be an  alternate  Director  of the Company and may at any time remove
        any  alternate  Director  appointed  by him from  office.  An  alternate
        Director so appointed shall not be entitled to receive any  remuneration
        from the  Company  nor be  required  to


                                       32

<PAGE>

        hold any  qualification,  nor be counted in reckoning the minimum number
        of Directors allowed or required by these Articles,  but shall otherwise
        be subject to the provisions of these Articles with regard to Directors.
        An  alternate  Director  shall  (subject to his giving to the Company an
        address  within the United  Kingdom at which  notices may be served upon
        him) be entitled to receive notices of all meetings of the Directors and
        to  attend  and vote as a  Director  at any such  meetings  at which the
        Director  appointing  him is not  personally  present,  and generally to
        perform all the functions of such appointor as a Director.  An alternate
        Director  shall  ipso facto  cease to be an  alternate  Director  if his
        appointor  ceases for any reason to be a Director,  provided that if any
        Director  retires  pursuant  to  Article  105 but is  re-elected  by the
        meeting at which such  retirement took effect,  any appointment  made by
        him pursuant to this Article which was in force immediately prior to his
        retirement  shall continue to operate after his re-election as if he had
        not  so  retired.   The  appointment  of  an  alternate  Director  shall
        automatically determine on the happening of any event which if he were a
        Director  would cause him to vacate such office.  All  appointments  and
        removals of alternate  Directors  shall be effected by writing under the
        hand of the Director  making or revoking  such  appointment  left at the
        Office.

Responsibility of alternate Director

117     Every alternate  Director shall be an officer of the Company,  and shall
        alone be responsible  to the Company for his own acts and defaults,  and
        he shall not be deemed to be the agent of or for the Director appointing
        him.

                            LOCAL AND OTHER DIRECTORS

Power to appoint local Directors

118     The Directors may from time to time pursuant to this Article appoint any
        other persons to any post with such descriptive  title including that of
        Director (whether as local,  associate,  executive,  group,  divisional,
        departmental,  deputy, assistant, advisory director or otherwise) as the
        Directors  may determine  and may define,  limit,  vary and restrict the
        powers,  authorities and discretions of persons so appointed and may fix
        and determine their remuneration and duties, and subject to any contract
        between  him and the  Company  may  remove  from such post any person so
        appointed.  A person so appointed shall not be a Director of the Company
        for any of the purposes of these Articles or of the Act.

                            PROCEEDINGS OF DIRECTORS

Meetings and quorum

119.1   The Directors  may meet  together for the despatch of business,  adjourn
        and otherwise  regulate  their meetings as they think fit, and determine
        the quorum  necessary for the  transaction of business.  Until otherwise
        determined two Directors shall constitute a quorum.

119.2   Any Director may  participate  in a meeting of the Directors by means of
        conference telephone or similar communications equipment whereby all the
        Directors  participating  in the  meeting  can hear  each  other and the
        Directors  participating in this manner shall be deemed to be present in
        person at such  meeting and shall


                                       33
<PAGE>

        accordingly  be counted in the quorum and  entitled to vote.  Subject to
        the  Statutes,  all business  transacted  in such manner by the board of
        Directors  or a  committee  of the  board  of  Directors  shall  for the
        purposes  of these  Articles,  be deemed to be validly  and  effectively
        transacted  at a meeting of the board of Directors or a committee of the
        Board  notwithstanding  that  fewer  than  two  Directors  or  alternate
        Directors are physically present at the same place. Such a meeting shall
        be deemed to take place where the largest  group of those  participating
        is  assembled  or, if there is no such group,  where the chairman of the
        meeting then is.

Voting

120     Questions  arising at any  meeting  shall be  decided  by a majority  of
        votes.  In case of an equality of votes the Chairman shall have a second
        or casting vote. A meeting of the Directors at which a quorum is present
        shall be competent to exercise all powers and  discretions  for the time
        being exercisable by the Directors.

Restrictions on voting

121.1   Save as provided in the following paragraphs of this Article, a Director
        shall not vote in respect of any  contract or  arrangement  or any other
        proposal whatsoever in which he (together with any person connected with
        him within  the  meaning  of  Section  346 of the Act) has any  material
        interest  otherwise  than  by  virtue  of his  interests  in  shares  or
        debentures  or other  securities  of, or  otherwise  in or through,  the
        Company.  A Director  shall not be counted in the quorum at a meeting in
        relation to any resolution on which he is debarred from voting.

121.2   A Director shall (in the absence of some other material interest than is
        indicated  below) be  entitled to vote (and be counted in the quorum) in
        respect  of any  resolution  concerning  any of the  following  matters,
        namely:-

121.2.1 the giving of any  security,  guarantee or indemnity in respect of money
        lent or  obligations  incurred by him or any other person at the request
        of or for the benefit of the Company or any of its Subsidiaries;

121.2.2 any  proposal  concerning  an offer of  shares  or  debentures  or other
        securities  of  or by  the  Company  or  any  of  its  Subsidiaries  for
        subscription  or purchase in which offer he (or any person so  connected
        with him) is entitled to  participate as a holder of securities or is or
        is  to  be  interested  as  a  participant   in  the   underwriting   or
        sub-underwriting;

121.2.3 any proposal  concerning  any other  company in which he is  interested,
        directly  or  indirectly  and  whether as an officer or  shareholder  or
        otherwise  howsoever,   provided  that  he  is  not  the  holder  of  or
        beneficially  interested  in 1 per  cent.  or more of any  class  of the
        equity share  capital of such company (or of any third  company  through
        which his  interest  is derived) or of the voting  rights  available  to
        members of the relevant  company (any such interest being deemed for the
        purpose of this Article to be a material interest in all circumstances);

121.2.4 any proposal  concerning the adoption,  modification or operation of any
        arrangement  for the benefit of  employees  of the Company or any of its
        Subsidiaries  (including a  superannuation  fund or retirement  benefits
        scheme  under which he may benefit or an  employees'  share scheme under
        which he may  benefit)


                                       34
<PAGE>

        and which does not confer on any Director any privilege or advantage not
        generally accorded to the employees to whom such arrangement relates;

121.2.5 any proposal  concerning  the purchase or  maintenance  of any insurance
        policy under which he may benefit.

121.3   Where  proposals  are under  consideration  concerning  the  appointment
        (including  fixing or varying the terms of  appointment)  of two or more
        Directors to offices or employments  with the Company such proposals may
        be divided and considered in relation to each Director separately and in
        such cases each of the Directors  concerned (if not debarred from voting
        under the proviso to Article  115.2.3) shall be entitled to vote (and be
        counted  in the  quorum)  in  respect  of each  resolution  except  that
        concerning his own appointment.

121.4   If any question  shall arise at any meeting as to the  materiality  of a
        Director's interest or as to the entitlement of any Director to vote and
        such  question is not  resolved by his  voluntarily  agreeing to abstain
        from  voting,  such  question  shall be referred to the  Chairman of the
        meeting and his ruling in relation to any other  Director shall be final
        and  conclusive  except  in a case  where  the  nature  or extent of the
        interests of the Director concerned have not been fairly disclosed.

Summoning Meetings

122     A Director  may,  and the  Secretary  on the  requisition  of a Director
        shall,  at any time  summon a  meeting  of the  Directors.  Notice  of a
        meeting of  Directors  need not be given to a Director who is not in the
        United  Kingdom.  Notice of a Board  Meeting  shall be deemed to be duly
        given to a Director if it is given to him personally or by word of mouth
        or sent in writing to him at his last known address or any other address
        given by him to the  Company  for this  purpose.  A  Director  absent or
        intending to be absent from the United Kingdom may request the Directors
        that  notice of Board  Meetings  shall  during  his  absence  be sent in
        writing to him at his last known  address or any other  address given by
        him to the  Company for this  purpose,  whether or not out of the United
        Kingdom.

Directors may act notwithstanding vacancy

123     The continuing  Directors may act  notwithstanding  any vacancy in their
        body, but if and so long as the number of Directors is reduced below the
        number fixed by or pursuant to these Articles as the necessary quorum of
        Directors,   the  continuing  Directors  may  act  for  the  purpose  of
        increasing  the number of Directors  to that  number,  or of summoning a
        General Meeting of the Company, but for no other purpose.

Chairman

124     The  Directors  may  elect a  Chairman  and a Deputy  Chairman  of their
        meetings, and determine the period for which each is to hold office; but
        if no such Chairman be elected, or if at any meeting the Chairman is not
        present  within five minutes  after the time  appointed  for holding the
        same,  the  Directors  present  shall  choose one of their  number to be
        Chairman of such meeting.


                                       35
<PAGE>

Memorandum signed by all the Directors

125     A memorandum  in writing  signed by all the Directors for the time being
        entitled  to receive  notice of a meeting of  Directors  and  annexed or
        attached to the  Directors'  minute book shall be as  effective  for all
        purposes  as a  resolution  of the  Directors  passed at a meeting  duly
        convened,  held and  constituted.  Any such  memorandum  may  consist of
        several  documents  in  like  form  each  signed  by one or more of such
        Directors. Such a resolution need not be signed by an alternate Director
        if it is signed  by the  Director  who  appointed  him,  and need not be
        signed by the appointing Director if signed by his alternate.

Delegation to committees

126     The Directors may delegate any of their powers to committees, consisting
        of such one or more of their body as they think fit. Such committees may
        also include members who are not Directors provided that the presence of
        at least one  Director  shall be required for a quorum at any meeting of
        any such  committee  and no resolution  of any such  committee  shall be
        effective  unless approved by a majority of the Directors  present.  Any
        committee  so formed  shall,  in the exercise of the powers so delegated
        and in its conduct of its meetings,  conform to any regulations that may
        be imposed on it by the Directors.  The resolutions herein contained for
        the meetings and  proceedings of Directors  shall, so far as not altered
        by any regulations made by the Directors, apply also to the meetings and
        proceedings of any committee.

Acts valid although defective appointment

127     All acts done by any  meeting  of the  Directors  or of a  committee  of
        Directors, or by any persons acting as Directors,  shall notwithstanding
        that it is  afterwards  discovered  that  there  was some  defect in the
        appointment  of any such  Directors or persons  acting as aforesaid,  or
        that they or any of them were disqualified, be as valid as if every such
        person had been duly appointed and was qualified to be a Director.

                               EXECUTIVE DIRECTORS

Power to appoint Executive Directors

128     The  Directors may from time to time appoint one or more of their number
        to an executive office including the offices of Chairman, Vice-Chairman,
        Managing Director, Joint Managing Director,  Assistant Managing Director
        or manager  or any other  salaried  office  for such  period and on such
        terms as they think fit.  Without  prejudice to any claim a Director may
        have for damages for breach of any  contract of service  between him and
        the Company the  appointment of any Director  hereunder shall be subject
        to  determination  ipso  facto  if he  ceases  from  any  cause  to be a
        Director,  or (subject to the terms of any contract  between him and the
        Company)  if the  Directors  resolve  that  his  term  of  office  as an
        executive Director be determined.

Remuneration of Executive Directors

129     A Director  holding  office  pursuant to Article 122 shall  receive such
        remuneration


                                       36
<PAGE>

        (whether by way of salary,  commission or participation  in profits,  or
        partly in one way and partly in another) as the  Directors may determine
        and such remuneration  shall,  unless otherwise agreed, be additional to
        such  remuneration  (if any) as is from time to time payable to him as a
        Director and such  Director  shall be a Director for the purposes of and
        subject to the provisions of Section 319 of the Act.

Powers may be delegated

130     The  Directors  may entrust to and confer upon a Director  holding  such
        executive  office as aforesaid any of the powers  exercisable by them as
        Directors upon such terms and conditions and with such  restrictions  as
        they think fit,  and either  collaterally  with or to the  exclusion  of
        their own powers, and may from time to time revoke,  withdraw,  alter or
        vary all or any of such powers.

                                    PRESIDENT

131     The Directors  may, from time to time,  appoint any person who, in their
        opinion,  has  rendered  outstanding  services  to  the  Company  to  be
        President  of the  Company.  The  President  shall not, by virtue of his
        office,  be deemed to be a Director but  nevertheless,  by invitation of
        the Directors,  he may attend  meetings of the Directors for the purpose
        of giving  advice and the  Directors  may  remunerate  the  President in
        respect of advice and assistance from time to time.

                                    SECRETARY

Secretary

132     The  Directors  shall  appoint,  and may remove at their  discretion,  a
        Secretary,  and shall fix his  remuneration  and terms and conditions of
        employment.  Anything  required  or  authorised  to be done by or to the
        Secretary by the Statutes or these Articles may, if the office is vacant
        or there is for any  other  reason  no  Secretary  capable  of acting or
        willing or  available  to act, be done by or to any  assistant or deputy
        Secretary,  or, if there is none,  by or to any  officer of the  Company
        authorised in that behalf by the Directors.

Disqualification

133     No person shall be Secretary who is either:-

133.1   the sole Director of the Company; or

133.2   a  corporation  the sole  director of which is the sole  Director of the
        Company; or

133.3   the sole  director of a  corporation  which is the sole  Director of the
        Company.

Restriction on powers of Director who holds office as Secretary

134     A provision of the Statutes or these Articles requiring or authorising a
        thing to be done by or to a  Director  and the  Secretary  shall  not be
        satisfied  by its being  done by or to the same  person  acting  both as
        Director and as, or in place of, the Secretary.


                                       37
<PAGE>

                           AUTHENTICATION OF DOCUMENTS

135.1   Any Director or the  Secretary or any person  appointed by the Directors
        for the purpose shall have power to authenticate any documents affecting
        the  constitution  of the  Company  and any  resolutions  passed  by the
        Company or the Directors and any books, records,  documents and accounts
        relating to the business of the Company,  and to certify  copies thereof
        or extracts  therefrom as true copies or extracts;  and where any books,
        records,  documents or accounts are  elsewhere  than at the Office,  the
        manager or other officer of the Company having the custody thereof shall
        be deemed to be a person appointed by the Directors as aforesaid.

135.2   A document  purporting  to be a copy of a resolution of the Directors or
        an  extract  from the  minutes of a meeting  of the  Directors  which is
        certified as such shall be conclusive  evidence in favour of all persons
        dealing with the Company that such  resolution  has been duly passed or,
        as the case may be, that such extract is a true and accurate record of a
        duly constituted meeting of the Directors.

                                     MINUTES

Minutes to be made

136     The Directors  shall cause minutes to be made in books  provided for the
        purpose:-

136.1   of all appointments of officers made by the Directors;

136.2   of the names of the  Directors  present at each meeting of the Directors
        and of any committee of the Directors; and

136.3   of all  resolutions  and  proceedings at all meetings of the Company and
        the holders of any class of shares in the Company and of  Directors  and
        of committees of Directors.

                                    THE SEAL

Seal and sealing

137.1   The Directors  shall provide for the safe custody of the Seal.  The Seal
        shall not be affixed to any instrument  except by the express  authority
        of a resolution  of the Directors or of a committee of the Directors and
        in the  presence of at least one  Director,  and of the  Secretary or of
        such other person as the  Directors or such  committee of the  Directors
        may appoint for the purpose,  and that  Director and  Secretary or other
        person as aforesaid, shall sign every instrument to which the Seal is so
        affixed in their presence Provided that the Directors may determine that
        any certificates for stock and shares of the Company and (subject to the
        terms or conditions of issue thereof)  debenture stock or other forms of
        security  may at the  discretion  of the  Directors  be issued with such
        signatures or any of them affixed  thereto by some  mechanical  means or
        without  any  such  signature  or  counter-signature  if the  system  of
        controlling the affixing of the Seal thereto and (where appropriate) the
        mechanical  signature or signatures thereon is approved by the Auditors,
        Transfer Agents or Bankers of the Company.


                                       38
<PAGE>

137.2   Any instrument expressed to be executed by the Company and signed by two
        Directors  or one Director  and the  Secretary  by the  authority of the
        Directors or of a committee  authorised by the  Directors  shall (to the
        extent  permitted by the Statutes)  have effect as if executed under the
        Seal.

                                    DIVIDENDS

Dividends how payable

138     Subject to the  rights of the  holders  of any  shares  entitled  to any
        priority, preference or special privileges and the terms of issue of any
        shares,  all  dividends  shall be  declared  and paid to the  members in
        proportion  to the amounts  paid up or credited as paid up on the shares
        held by them respectively. No amount paid on a share in advance of calls
        shall be treated for the  purposes of this Article as paid on the share.
        All dividends  shall,  subject as  aforesaid,  be  apportioned  and paid
        proportionately  to the  amounts  paid up or  credited as paid up on the
        shares  during any portion or portions of the period in respect of which
        the dividend is paid: but if any share is issued on terms providing that
        it shall  rank for  dividend  from a  particular  date or pari  passu as
        regards dividends with a share already issued it shall rank accordingly.

Directors to recommend Company to declare dividend

139     The  Directors  shall  lay  before  the  Company  in  General  Meeting a
        recommendation  as to the amount (if any) which they consider  should be
        paid by way of dividend,  and the Company  shall declare the dividend to
        be paid,  but such dividend  shall not exceed the amount  recommended by
        the Directors.

Dividends only out of profits

140     No  dividend or interim  dividend  shall be paid  otherwise  than out of
        profits  available for distribution in accordance with the provisions of
        the Statutes.

Interim dividends

141     The Directors may from time to time pay to the members,  or any class of
        members,  such  interim  dividends  as  appear  to the  Directors  to be
        justified by the profits of the  Company.  If at any time the capital of
        the Company is divided into  different  classes of shares the  Directors
        may pay such interim dividends in respect of those shares in the capital
        of  the  Company  which  confer  on  the  holders  thereof  deferred  or
        non-preferred  rights as well as in respect of those shares which confer
        on the holders  thereof  preferential  or special  rights with regard to
        dividends  and provided  that the Directors act bona fide they shall not
        incur any  responsibility  to the  holders  of any shares for any damage
        that they may suffer by reason of the payment of an interim  dividend on
        any shares.  The Directors may also pay half yearly or at other suitable
        intervals to be settled by them any  dividend  which may be payable at a
        fixed rate if they are of opinion that the profits justify the payment.

Lien

142.1   The Directors  may retain any dividend or other moneys  payable on or in
        respect  of a share on which  the  Company  has a lien and may apply the
        same in or towards


                                       39
<PAGE>

        satisfaction  of the debts,  liabilities  or  engagements  in respect of
        which the lien exists.

142.2   The Directors may retain the dividends payable upon shares in respect of
        which any  person  is under the  provisions  as to the  transmission  of
        shares contained in these Articles entitled to become a member, or which
        any person is under those  provisions  entitled to transfer,  until such
        person shall become a member in respect of such shares or shall transfer
        the same.

Method of Payment of Dividends

143.1   Any dividend or other money payable in respect of a share may be paid by
        cheque or warrant or similar financial  instrument sent by ordinary post
        to the  registered  address  of the person  entitled  or, if two or more
        persons are the  holders of the share or are  jointly  entitled to it by
        reason of the  death or  bankruptcy  of the  holder,  to the  registered
        address of that one of those  persons who is first named in the Register
        or to such person and to such address as the person or persons  entitled
        may in writing  direct.  Every  cheque or  warrant or similar  financial
        instrument  shall be made  payable to, or to the order of, the person or
        persons  entitled  or to such  other  person as the  person  or  persons
        entitled may in writing direct.

143.2   Any such  dividend or other  money may also be paid by any other  method
        (including  by direct debit or bank  transfer to the bank account of the
        person  otherwise  entitled  to receive  payment by cheque or warrant or
        similar  financial  instrument  pursuant to this Article 137 or by other
        form of electronic media (including in respect of uncertificated  shares
        by  means  of  a  relevant   system))   which  the  Directors   consider
        appropriate.  Payment by such electronic media shall be made to the bank
        account details of which have been provided to the Company in writing by
        the person  entitled  to receive  the same,  save in respect of payments
        through  a  relevant  system  which  shall be made in such  manner as is
        consistent  with the facilities and  requirements of the relevant system
        concerned, including by the sending of an instruction to the operator of
        the relevant system  concerned to credit the cash memorandum  account of
        the person entitled to receive payment. Any joint holder or other person
        jointly  entitled  to a share as  aforesaid  may give  receipts  for any
        dividend or other money payable in respect of the share.

143.3   The Company may cease to send any cheque or warrant or similar financial
        instrument  (or to use any other  method of  payment)  for any  dividend
        payable in respect of a share if, in respect of at least two consecutive
        dividends  payable  on that  share,  the  cheque or  warrant  or similar
        financial  instrument has been returned  undelivered or remains uncashed
        (or that  other  method of  payment  has  failed)  but,  subject  to the
        provisions  of these  Articles,  shall  recommence  sending  cheques  or
        warrants or similar  financial  instruments  (or using another method of
        payment)  for  dividends  payable on that share if the person or persons
        entitled so request.

143.4   Payment by such cheque or warrant or similar financial instrument or the
        collection  of funds  from,  or  transfer of funds by, any bank or other
        person so authorised  on behalf of the Company in  accordance  with such
        direct  debit  or  bank  transfer  or by  means  of such  other  form of
        electronic  media  (including the making of a payment in accordance with
        the facilities and requirements of the relevant system  concerned) shall
        be an absolute discharge to the Company.


                                       40
<PAGE>


Dividends not to bear interest

144     No  dividend or other  moneys  payable on or in respect of a share shall
        bear interest as against the Company.

Distribution of assets in kind

145     The Directors may, with the sanction of the Company in General  Meeting,
        distribute  in kind  among the  members  by way of  dividend  any of the
        assets of the Company,  and in  particular  any shares or  securities of
        other  companies to which the Company is entitled:  Provided always that
        no  distribution  shall be made which  would  amount to a  reduction  of
        capital except in the manner required by law.

Purchase of assets from a past date

146     Subject to the provisions of the Statutes,  where any asset, business or
        property  is bought by the  Company as from a past date at a price fixed
        wholly by reference to the value of such asset,  business or property at
        the past date and  without  any  addition  or  reduction  in  respect of
        subsequent  transactions  upon the terms that the Company  shall as from
        that date take the  profits  and bear the  losses  thereof,  the  actual
        profit or loss as the case may be so  accruing to the Company may at the
        discretion of the Directors be credited or debited  wholly or in part to
        revenue  account  and in that case the  amount so  credited  or  debited
        shall,  for the purpose of ascertaining the fund available for dividend,
        be treated as a profit or loss  arising from the business of the Company
        and available for dividend accordingly.

Unclaimed dividends

147     Payment by the  Directors  of any  unclaimed  dividend  or other  moneys
        payable on or in respect  of a share into a separate  account  shall not
        constitute  the Company a trustee in respect  thereof  and any  dividend
        unclaimed  after a period of twelve  years  from the date such  dividend
        became  due for  payment  shall be  forfeited  and  shall  revert to the
        Company.

                                  RESERVE FUND

Reserve Fund

148     Before  recommending  a dividend the Directors may set aside any part of
        the net profits of the Company to a reserve fund, and may apply the same
        either by employing it in the business of the Company or by investing it
        in such  manner as they think  fit,  and the  income  arising  from such
        reserve  fund  shall be  treated  as part of the  gross  profits  of the
        Company.  Such reserve fund may, subject to the Statutes, be applied for
        the  purpose of  maintaining  the  property  of the  Company,  replacing
        wasting  assets,  meeting  contingencies,  forming  an  insurance  fund,
        equalising  dividends,  paying special dividends or bonuses,  or for any
        other purpose for which the profits of the Company may lawfully be used,
        and  until  the same  shall be so  applied  it shall be deemed to remain
        undivided  profit.  The Directors may also carry forward to the accounts
        of the  succeeding  year or years any profit or balance of profits which
        they shall not think fit to divide or to place to reserve.


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<PAGE>

                           CAPITALISATION OF RESERVES

Capitalisation of Reserves

149     Subject  to the  provisions  of the  Statutes,  the  Company  in General
        Meeting may upon the  recommendation of the Directors resolve that it is
        desirable  to  capitalise  any part of the  amount  for the  time  being
        standing to the credit of any of the Company's  reserve funds or reserve
        accounts  (including any  undistributable  reserves) or to the credit of
        the profit and loss  account  (not being  required for the payment of or
        provision for any fixed  preferential  dividend),  and accordingly  that
        such sum be  applied  on  behalf  of the  members  who  would  have been
        entitled  thereto  if  distributed  by way of  dividend  and in the same
        proportion either in or towards paying up any amounts for the time being
        unpaid on any shares held by such members  respectively  or paying up in
        full  unissued  shares or  debentures  of the Company to be allotted and
        issued  credited  as fully  paid up to and  among  such  members  in the
        proportion  aforesaid  or partly in the one way and partly in the other,
        and the Directors shall give effect to such resolution:  Provided that a
        share  premium  account and a capital  redemption  reserve  may, for the
        purposes of this  Article,  only be applied in the paying up of unissued
        shares to be allotted to members as fully paid shares.

Appropriations by Directors

150     Whenever such a resolution  shall have been passed the  Directors  shall
        make all  appropriations  and  applications of the amount resolved to be
        capitalised,  and all  allotments  and  issues of fully  paid  shares or
        debentures,  if any, and generally shall do all acts and things required
        to give effect  thereto  with full power to the  Directors  to make such
        provision by the issue of fractional  certificates or by payment in cash
        or  otherwise  as they  think fit for the case of  shares or  debentures
        which would otherwise be issued in fractions,  and also to authorise any
        person to enter on behalf of all the members  entitled  thereto  into an
        agreement  with  the  Company   providing  for  the  allotment  to  them
        respectively,  credited  as fully  paid up,  of any  further  shares  or
        debentures  to which they may be entitled upon such  capitalisation,  or
        (as the case may  require)  for the  payment up by the  Company on their
        behalf,  by the application  thereto of their respective  proportions of
        the amount resolved to be capitalised, of the amounts or any part of the
        amounts  remaining  unpaid on their existing  shares,  and any agreement
        made under such  authority  shall be  effective  and binding on all such
        members.

Scrip Dividends

151     Subject to  approval  by the  Company in General  Meeting and subject as
        hereinafter provided,  the Directors may at their discretion resolve (at
        the same time as they resolve to recommend or to pay any dividend on any
        shares in the capital of the  Company)  that the  members  will have the
        option to elect to receive in lieu of such dividend (or part thereof) an
        allotment of additional  Ordinary Shares credited as fully paid provided
        that:-

151.1   an adequate  number of unissued  Ordinary  Shares is available  for this
        purpose.

151.2   the  approval  by the  Company in General  Meeting  may only be given in
        respect of a specified  dividend or of any  dividends  declared or to be
        declared or paid in respect


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<PAGE>

        of a specified financial year;

151.3   the number of  Ordinary  Shares to be  allotted in lieu of any amount of
        dividend as aforesaid  shall be  determined by the Directors so that the
        value  of such  shares  shall  equal  (as  nearly  as  possible  without
        exceeding)  such  amount and for this  purpose  the value of an Ordinary
        Share shall be deemed to be the average of the middle market  quotations
        of such  shares  as  shown  in the  Official  List of the  London  Stock
        Exchange  (adjusted  as below) on the  ex-dividend  date and on the next
        four  business  days and each such  middle  market  quotation  as is not
        "ex-dividend"  shall be adjusted by deducting  therefrom the cash amount
        of such dividend per share;

151.4   the Directors,  after  determining the maximum number of Ordinary Shares
        to be allotted as aforesaid, shall give notice in writing to the members
        of the option to elect  accorded to them and shall send with such notice
        forms of election  which  specify the  procedure  to be followed and the
        place at which  and the  latest  date and time by which  duly  completed
        forms of election must be lodged in order to be effective;

151.5   following  the  receipt of a notice or notices of  election  pursuant to
        Article 145.4 the  Directors  shall allot to the holders of those shares
        in respect of which the share  election has been or is duly exercised in
        lieu of the  dividend  (or that part of the dividend in respect of which
        the right of  election  has been  accorded)  such  number of  additional
        Ordinary  Shares  determined  as  aforesaid  and for  such  purpose  the
        Directors  shall  appropriate  and capitalise out of any reserve or fund
        (including any share premium  account or capital  redemption  reserve or
        profit and loss account) as they shall  determine an amount equal to the
        aggregate  nominal  amount of the  additional  Ordinary  Shares so to be
        allotted and apply the same in paying up in full the appropriate  number
        of  unissued  Ordinary  Shares for  allotment  and  distribution  to and
        amongst  those  members who have given notices of election as aforesaid,
        such additional  Ordinary Shares to rank pari passu in all respects with
        the fully  paid  Ordinary  Shares  then in issue  save  only as  regards
        participation in the relevant dividend;

151.6   the  Directors  may do all  acts  and  things  considered  necessary  or
        expedient to give effect to any such capitalisation,  with full power to
        the Directors to make such  provisions as they think fit for the case of
        shares  becoming   distributable  in  fractions  (including   provisions
        whereby, in whole or in part, fractional entitlements are disregarded or
        the benefit of  fractional  entitlements  accrues to the Company  rather
        than to the members  concerned).  The Directors may authorise any person
        to enter,  on behalf of all the members  interested,  into an  agreement
        with  the  Company  providing  for  such   capitalisation   and  matters
        incidental  thereto and any agreement made under such authority shall be
        effective and binding on all concerned;

151.7   the  Directors  may on any  occasion  determine  that rights of election
        shall not be made available to any members with registered  addresses in
        any territory where in the absence of a registration  statement or other
        special  formalities  the  circulation of an offer of rights of election
        would or might be unlawful  and in such event the  provisions  aforesaid
        shall be construed subject to such determination;

151.8   unless the board otherwise determines,  or unless the Regulations and/or
        the rules of the relevant system concerned  otherwise  require,  the new
        Ordinary  Share or Shares which a member has elected to receive  instead
        of cash in respect of the


                                       43
<PAGE>

        whole (or some part) of the  specified  dividend  declared in respect of
        his elected Ordinary Shares shall be in uncertificated  form (in respect
        of the member's  elected  Ordinary  Shares which were in  uncertificated
        form on the date of the member's  election) and in certificated form (in
        respect  of  the  member's   elected   Ordinary  Shares  which  were  in
        certificated form on the date of the member's election);

151.9   the board may also from time to time  establish or vary a procedure  for
        election  mandates,  which,  for the avoidance of doubt,  may include an
        election by means of CREST,  under which a holder of Ordinary Shares may
        elect in respect of future  rights of  election  offered to that  holder
        under this Article  until the election  mandate is revoked in accordance
        with the procedure.

                                    ACCOUNTS

Accounts to be kept

152     The Directors  shall cause proper books of account  (being such books of
        account  as are  necessary  to give a true and fair view of the state of
        the  Company's  affairs and to explain its  transactions  and  otherwise
        complying with the Statutes) to be kept with respect to:-

152.1   all sums of money received and expended by the Company,  and the matters
        in respect of which such receipts and expenditure take place;

152.2   all sales and purchases of goods by the Company; and

152.3   the assets and liabilities of the Company.

Limitation of right to inspect

153     The books of account  shall be kept at the  Office,  or  (subject to the
        provisions  of Section  222 of the Act) at such other place or places as
        the Directors may determine,  and shall always be open to the inspection
        of the Directors.  The Directors may from time to time determine whether
        and to what extent and at what times and places, and on what conditions,
        the books and accounts of the Company,  or any of them, shall be open to
        the  inspection  of the members (not being  Directors),  and the members
        shall have only such  rights of  inspection  as are given to them by the
        Statutes  or ordered  by a Court of  competent  jurisdiction  or by such
        resolution as aforesaid.

Production of accounts

154     The Directors  shall from time to time in accordance with the provisions
        of the  Statutes  cause to be prepared and to be laid before the Company
        in General Meeting such profit and loss accounts,  balance sheets, group
        accounts (if any) and reports as are referred to in the Statutes.

Copies

155     A copy of every  balance  sheet,  Directors'  report and profit and loss
        account, including every document required by law to be annexed thereto,
        which is to be laid before the Company in General Meeting, together with
        a copy of the Auditors'


                                       44
<PAGE>

        report,  shall,  not less than twenty-one  clear days before the date of
        the meeting,  be sent to every member  (whether he is or is not entitled
        to receive notices of General Meetings of the Company),  every holder of
        debentures of the Company (whether he is or is not so entitled), and all
        other  persons so  entitled.  Provided  always that if and to the extent
        permitted by the Statutes the Company need not despatch  copies of these
        documents to members,  but may instead send to them (or certain of them)
        summaries of such financial  statements or other documents.  In addition
        this  Article  shall not require a copy of such  documents to be sent to
        any person to whom, by virtue of Section  238(2) of the Act, the Company
        is not  required  to send the  same.  There  shall  also be sent to each
        recognised  investment  exchange  on which the shares of the Company are
        dealt in or listed  the  number of  copies  of the  aforesaid  documents
        required by such exchange.

                                      AUDIT

Auditors to be appointed

156     Auditors  shall be appointed  and their  duties  regulated in the manner
        provided by the provisions of the Statutes.

All acts to be valid

157     Subject to the  provisions of the Statutes,  all acts done by any person
        acting as an Auditor shall, as regards all persons dealing in good faith
        with the Company, be valid,  notwithstanding  that there was some defect
        in his  appointment  or that he was at the time of his  appointment  not
        qualified for appointment.

Power to attend certain General Meetings

158     The  Auditor  shall be  entitled  to attend any  General  Meeting and to
        receive all notices of and other communications  relating to any General
        Meeting which any member is entitled to receive,  and to be heard at any
        General  Meeting  on any  part  of the  business  of the  meeting  which
        concerns him as Auditor.

                                     NOTICES

Notice, how served

159     A notice may be served by the Company upon any member either  personally
        or by sending it through the post in a prepaid letter  addressed to such
        member at his registered address. Any notice may be given to a member by
        reference to the register of members as it stands at any time within ten
        days before  notice is given,  and no change in the register  after that
        time shall invalidate the notice.

Members out of United Kingdom

160     No  member  shall  be  entitled  to have a notice  served  on him at any
        address not within the United  Kingdom but any member  whose  registered
        address  is not  within  the  United  Kingdom  may by notice in  writing
        require the Company to  register  an address  within the United  Kingdom
        which, for the purpose of the service of notices,  shall be deemed to be
        his registered  address.  A member who has no registered  address within
        the United  Kingdom and has not given notice as  aforesaid


                                       45

<PAGE>

        shall not be entitled to receive any notices from the Company.

Time of service of notice

161     Any notice  sent by first class post shall be deemed to have been served
        on the day after the same shall  have been  posted and if sent by second
        class post on the second day thereafter;  and in proving such service it
        shall be sufficient to prove that the envelope containing the notice was
        properly addressed, stamped and posted.

Notice to be given in case of death or bankruptcy of a member

162     A notice may be given by the  Company to the person  entitled to a share
        in  consequence  of the death or  bankruptcy  of a member by  sending it
        through the post in a prepaid letter addressed to him by name, or by the
        title of representative of the deceased,  or trustee of the bankrupt, or
        by any like  description,  at the  address,  if any,  within  the United
        Kingdom  supplied  for  the  purpose  by the  person  claiming  to be so
        entitled,  or (until such an address has been so supplied) by giving the
        notice  in any  manner in which the same  might  have been  given if the
        death or bankruptcy had not occurred.

                     SUSPENDED OR CURTAILED POSTAL SERVICES

163     If at any time by  reason of the  suspension  or  curtailment  of postal
        services within the United Kingdom the Company is unable  effectively to
        convene a General  Meeting by notices  sent  through the post, a General
        Meeting  may be  convened  by notice  advertised  on the same date in at
        least two  leading  daily  newspapers,  at least one of which shall be a
        national daily newspaper,  with appropriate  circulation and such notice
        shall be deemed to have duly served on all members  entitled  thereto at
        noon on the day when the  advertisement  appears.  In any such  case the
        Company shall send confirmatory copies of the notice by post if at least
        seven  days prior to the  meeting  the  posting of notices to  addresses
        throughout the United Kingdom again becomes practicable.

                             PROVISION FOR EMPLOYEES

164     The power  conferred  upon the Company by Section 719 of the Act to make
        provision  for the benefit of persons  employed or formerly  employed by
        the Company or any of its  Subsidiaries in connection with the cessation
        or the transfer to any person of the whole or part of the undertaking of
        the Company or any  Subsidiary  shall only be  exercised  by the Company
        with the  prior  sanction  of a Special  Resolution.  If at any time the
        capital of the Company is divided into different classes of shares,  the
        exercise of such power as aforesaid shall be deemed to be a variation of
        the  rights  attached  to each  class of shares  and  shall  accordingly
        require either:-

164.1   the prior  consent  in writing  of the  holders of three  fourths of the
        issued shares; or

164.2   the prior sanction of an Extraordinary  Resolution  passed at a separate
        General  Meeting  of the  holders  of  the  shares,  of  each  class  in
        accordance with the provisions of these Articles.


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<PAGE>

                                    INDEMNITY

165     Subject to the provisions of the Statutes,  every  President,  Director,
        Secretary  or other  officer  of the  Company  shall be  entitled  to be
        indemnified by the Company against all costs, charges,  losses, expenses
        and  liabilities  incurred by him in the  execution and discharge of his
        duties or in relation  thereto.  The Directors may purchase and maintain
        insurance for the benefit of any Director or other officer to the extent
        permitted by the Statutes.

                                   WINDING UP

Distribution of assets in winding up

166     If the Company shall be wound up the assets  remaining  after payment of
        the  debts  and  liabilities  of  the  Company  and  the  costs  of  the
        liquidation  shall be  applied,  first,  in  repaying to the members the
        amounts paid up on the shares held by them respectively, and the balance
        (if any) shall be  distributed  among the members in  proportion  to the
        number of shares  held by them  respectively:  Provided  always that the
        provisions  hereof  shall be  subject  to the  rights of the  holders of
        shares (if any) issued upon special conditions.

Assets may be distributed in specie

167     In a winding up any part of the  assets of the  Company,  including  any
        shares in or securities of other companies, may, with the sanction of an
        Extraordinary Resolution of the Company, be divided among the members of
        the  Company in specie,  or may,  with the like  sanction,  be vested in
        trustees for the benefit of such  members,  and the  liquidation  of the
        Company  may be closed and the Company  dissolved  but so that no member
        shall be compelled to accept any shares whereon there is any liability.


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